Filed by Bowne Pure Compliance
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2007
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from                           to                          
COMMISSION FILE NUMBER: 000-49883
A. Full title of the plan and address of the plan, if different from that of issuer named below:
Plumas Bank
401 (k) Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office:
Plumas Bancorp
35 S. Lindan Avenue
Quincy, CA 95971
REQUIRED INFORMATION
1.  
Not Applicable
 
2.  
Not Applicable
 
3.  
Not Applicable
 
4.  
The Plumas Bank 401(k) Profit Sharing Plan, (the “Plan”) is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Furnished herewith are the financial statements and schedules of the Plan for the fiscal year ended December 31, 2007, prepared in accordance with the financial reporting requirements of ERISA.
 
 

 

 


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PLUMAS BANK
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006
AND FOR THE YEARS THEN ENDED
AND
SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2007
AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

 


 

PLUMAS BANK
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
         
    Page  
    1  
 
       
Financial Statements:
       
 
       
    2  
 
       
    3  
 
       
    4-10  
 
       
Supplemental Schedule:
       
 
       
    12  
 
       
 Exhibit 23.1
All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
  Plumas Bank 401(k)
  Profit Sharing Plan
We have audited the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits of the Plumas Bank 401(k) Profit Sharing Plan (the “Plan”) as of and for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits and the changes in net assets available for benefits of the Plumas Bank 401(k) Profit Sharing Plan as of and for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year), as of December 31, 2007, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.
/s/ Perry-Smith LLP
Sacramento, California
June 20, 2008

 

 


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PLUMAS BANK
401(k) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2007 and 2006
                 
    2007     2006  
 
               
ASSETS
               
 
               
Investments (Notes 3, 4 and 5):
               
Participant-directed investments at fair value
  $ 8,439,767     $ 7,770,733  
Participant loans
    187,349       175,562  
 
           
 
               
Total investments
    8,627,116       7,946,295  
 
           
 
               
Net assets available for benefits at fair value
    8,627,116       7,946,295  
 
               
Adjustment from fair value to contract value for guaranteed investment contract — Stable Value Fund
    2,701          
 
           
 
               
Net assets available for benefits
  $ 8,629,817     $ 7,946,295  
 
           
The accompanying notes are an integral
part of these financial statements.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 2007 and 2006
                 
    2007     2006  
 
               
ADDITIONS
               
 
               
Investment income (Notes 3, 4 and 5):
               
Net appreciation (depreciation) in fair value of investments
  $ 365,033     $ (60,781 )
Interest and dividends
    121,113       110,008  
 
           
 
               
Total investment income
    486,146       49,227  
 
           
 
               
Contributions:
               
Participant
    736,711       660,619  
Employer
    192,945       197,625  
 
           
 
               
Total contributions
    929,656       858,244  
 
           
 
               
Total additions
    1,415,802       907,471  
 
           
 
               
DEDUCTIONS
               
 
               
Benefits paid to participants
    732,280       1,203,735  
 
           
 
               
Net increase (decrease)
    683,522       (296,264 )
 
               
Net assets available for benefits:
               
Beginning of year
    7,946,295       8,242,559  
 
           
 
               
End of year
  $ 8,629,817     $ 7,946,295  
 
           
The accompanying notes are an integral
part of these financial statements.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1.  
DESCRIPTION OF PLAN
 
   
The following description of the Plumas Bank (the “Bank”) 401(k) Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description or the Plan Document for a more complete description of the Plan’s provisions.
 
   
General
 
   
Plumas Bank, the Plan Sponsor, established the Plan effective on April 1, 1988, to provide all Bank employees, not otherwise excluded, who have completed 90 days of service and are eighteen years of age with the opportunity to defer a portion of their eligible compensation on a pre-tax basis. All investments in the Plan are participant directed. Prudential Trust Company is the Trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
   
Participant Contributions
 
   
Each year, participants may make salary deferral contributions in any percentage of their pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code (IRC) limitations. All participant contributions and earnings thereon are 100% vested.
 
   
Employer Contributions
 
   
The Bank provides a 100% match on each participant’s elective deferral up to 3% of the participant’s eligible compensation. At the discretion of the Bank, the Bank may also make a non-elective contribution to the Plan. Bank contributions are subject to certain IRC limitations. During 2007 and 2006 the Bank did not make any discretionary contributions. Both the matching contribution and any non-elective contribution vest over a five-year period as follows:
         
    Percentage  
Service   Vested  
 
       
2 years but less than 3 years
    25 %
3 years but less than 4 years
    50 %
4 years but less than 5 years
    75 %
5 years or more
    100 %
Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution and allocations of the Bank’s matching and discretionary contributions and Plan earnings and charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
1.  
DESCRIPTION OF PLAN (Continued)
 
   
Participant’s Investment Options
 
   
Participants direct all of their voluntary contributions and their portion of the employer matching contributions among any or all of the investment options offered by Prudential Insurance Company of America. The investment options include a range of funds that are invested in shares of thirteen registered investment companies (mutual funds) that invest mainly in common stocks and bonds.
 
   
In addition, participants have the option of investing in Plumas Bancorp common stock, up to 50% of the participant’s total elective deferrals. These investments are also maintained by the Plan’s Trustee.
 
   
Participants may change their investment options without restriction.
 
   
Participant Loans
 
   
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as a transfer (from) to the investment fund (to) from the Participant Loans fund. Loan terms range from one to five years, or longer if used to purchase the primary residence of the participant. The loans are secured by the balance in the participant’s account and bear interest at prevailing market rates at the time of borrowing. Principal and interest is paid ratably through semi-monthly payroll deductions.
 
   
Payment of Benefits
 
   
Upon termination of employment or other reasons specified by the Plan, a participant with a vested account balance that exceeds $5,000 may elect to receive: (1) a lump sum payment, (2) a part lump sum payment and part installment payments as described in (3), or (3) installment payments (annually, quarterly or monthly) over a specified period of time, not exceeding the participant’s life expectancy or the joint life expectancy of the participant or participant’s beneficiary. For a participant with a vested account balance of $5,000 or less, a lump sum payment is distributed to the participant. Distributions between $1,000 and $5,000 may be made automatically to a participant without requiring the participant’s consent. If the participant does not elect to have such distribution paid directly to an “eligible retirement plan” in a direct rollover or to receive the distribution directly, then the Plan’s Sponsor automatically pays the distribution through a direct rollover to an individual retirement plan designated by the Plan’s Sponsor. As of December 31, 2007 and 2006, there were no benefits payable to participants that have elected to withdraw from the Plan but have not yet been paid.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
1.  
DESCRIPTION OF PLAN (Continued)
 
   
Forfeitures
 
   
Forfeitures from the nonvested portion of terminated employees’ account balances can be used to reduce employer contributions in the following plan year. Forfeitures totaling $16,231 and $5,844 were used to reduce employer contributions for the years ending December 31, 2007 and 2006, respectively.
 
   
Administrative Costs
 
   
The Bank pays the administrative costs of the Plan. Investment management fees are paid by the Plan.
 
   
Plan Termination
 
   
Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
   
Basis of Accounting
 
   
The accompanying financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
   
Use of Estimates
 
   
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan’s management to make estimates and assumptions that affect certain reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.
 
   
Investment Valuation and Income Recognition
 
   
The Plan’s investments are stated at fair value, except for the guaranteed investment contract which is stated at contract value. Quoted market prices as of the last business day of the Plan year are used to value investments in registered investment companies (mutual funds) as well as in Plumas Bancorp’s common stock. Participant loans receivable are valued at the outstanding loan balances.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
   
Investment Valuation and Income Recognition (Continued)
 
   
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value at December 31, 2007. At December 31, 2006, the investment contract’s contract value approximated its fair value, so no adjustment from fair value to contract value is presented.
 
   
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes net unrealized market appreciation and (depreciation) of investments and net realized gains and losses on the sale of investments during the period.
 
   
Risks and Uncertainties
 
   
The Plan utilizes various investment instruments, including mutual funds, the common stock of the Plan Sponsor, and a guaranteed investment contract. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
   
Payment of Benefits
 
   
Benefits are recorded when paid.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
   
Impact of New Financial Accounting Standards
 
   
Fair Value Measurements
 
   
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require new fair value measurements, but provides guidance on how to measure fair value by establishing a fair value hierarchy used to classify the source of the information. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Plan adopted SFAS 157 on January 1, 2008 and its adoption did not have a material impact on the Plan’s financial position or results of operations.
 
   
Fair Value Accounting
 
   
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115 (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Plan adopted SFAS 159 on January 1, 2008 and the Plan’s management did not elect the fair value option for any of its financial instruments.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
3.  
INVESTMENTS
 
   
The following table presents the fair value of the investments in the Plan. Investments representing more than 5% of the Plan’s net assets as of December 31, 2007 and 2006 are separately identified.
                 
    December 31,  
    2007     2006  
 
               
Investments at quoted market prices:
               
Davis NY Venture Fund
  $ 1,296,873     $ 1,373,322  
Euro Pacific Growth Fund
    1,277,844       1,018,109  
Plumas Bancorp Common Stock
    1,270,935       1,534,242  
Stable Value Fund
    900,321       657,969  
Jennison Growth Fund
    669,523       573,586  
Van Kampen Equity Income Fund
    584,400       478,058  
Goldman Sachs Mid Cap Fund
    472,010       483,033  
Franklin Small-Mid Cap Fund
    470,108       394,999  
PIMCO Total Return Fund
    459,653       473,920  
Other investments
    1,040,801       783,495  
 
           
 
               
 
    8,442,468       7,770,733  
 
               
Other investments:
               
Loans to participants
    187,349       175,562  
 
           
 
               
Total investments
  $ 8,629,817     $ 7,946,295  
 
           
The Plan’s investments, including investments bought, sold and held during the year, appreciated (depreciated) in value by $365,033 and $(60,781) during 2007 and 2006, respectively.
4.  
CONCENTRATION OF INVESTMENTS
 
   
At December 31, 2007 and 2006, the Plan held investments in Plumas Bancorp common stock, representing approximately 15% and 19% of net assets available for benefits, respectively. A significant decline in the performance of Plumas Bancorp common stock could have a materially adverse impact on the Plan’s net assets available for benefits.
 
5.  
RELATED-PARTY TRANSACTIONS
 
   
Certain Plan investments are shares of mutual funds managed by Prudential Insurance Company of America. Prudential Trust Company is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

 

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PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
5.  
RELATED-PARTY TRANSACTIONS (Continued)
 
   
At December 31, 2007 and 2006, the Plan’s investments in Plumas Bancorp common stock (a party-in-interest) are as follows:
                 
    December 31,  
    2007     2006  
 
               
Number of shares
    91,565       102,900  
Fair value, based on quoted market values
  $ 1,270,935     $ 1,534,242  
The Plan’s investment in Plumas Bancorp’s common stock, including investments bought, sold and held during the year, depreciated in value by $108,073 and $657,474 during 2007 and 2006, respectively, which is included in the total investment appreciation discussed in Note 3.
6.  
FEDERAL INCOME TAX STATUS
 
   
The Internal Revenue Service has determined, and informed the Bank by a letter dated November 20, 1992, that the Plan and related trust are designed in accordance with applicable regulations of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and the Plan continues to be tax exempt. Therefore, no provision for income taxes has been included in the financial statements.

 

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SUPPLEMENTAL SCHEDULE

 

 


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PLUMAS BANK
401(k) PROFIT SHARING PLAN
EMPLOYER IDENTIFICATION NUMBER: 95-3520374
PLAN NUMBER: 001
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
                     
        (c)          
    (b)   Description of Investment,          
    Identity   Including Maturity Date,          
    of Issuer, Borrower,   Rate of Interest, Collateral,   (d)   (e)  
(a)   Lessor or Similar Party   Par or Maturity Value   Cost   Value  
 
                   
 
  Davis NY Venture Fund   Mutual Fund   *   $ 1,296,873  
 
                   
 
  Euro Pacific Growth Fund   Mutual Fund   *     1,277,844  
 
                   
 
  Stable Value Fund   Common / Collective Trust   *     900,321  
 
                   
**
  Jennison Growth Fund   Mutual Fund   *     669,523  
 
                   
 
  Van Kampen Equity Income Fund   Mutual Fund   *     584,400  
 
                   
 
  Goldman Sachs Mid Cap Fund   Mutual Fund   *     472,010  
 
                   
 
  Franklin Small-Mid Cap Fund   Mutual Fund   *     470,108  
 
                   
 
  PIMCO Total Return Fund   Mutual Fund   *     459,653  
 
                   
**
  Dryden Stock Index Fund   Mutual Fund   *     296,619  
 
                   
 
  Jennison Mid Cap Growth Fund   Mutual Fund   *     256,931  
 
                   
 
  Goldman Sachs Small Cap Fund   Mutual Fund   *     202,436  
 
                   
 
  Growth Fund of America   Mutual Fund   *     201,082  
 
                   
 
  Fidelity Adv Small Cap Fund   Mutual Fund   *     83,733  
 
                   
**
  Plumas Bancorp   Common Stock — 91,565 shares   *     1,270,935  
 
                   
**
  Participant Loans   Maturing at various dates through            
 
      December 2011 at interest rates            
 
      ranging from 5% to 9.25%         187,349  
 
                 
 
                   
 
              $ 8,629,817  
 
                 
*  
Information regarding the cost of investments at December 31, 2007 is not required as investments are participant directed.
 
**  
Party-in-interest to the Plan.

 

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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees or other persons who administer the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
     
 
  Plumas Bank 401(k) Profit Sharing Plan
 
   
 
  (Name of Plan)
 
   
Date: June 26, 2008
  /s/ Andrew J. Ryback
 
   
 
  Andrew J. Ryback
 
  EVP/Chief Financial Officer

 

 


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EXHIBIT INDEX
     
Exhibit   Description

23.1
 
Consent of Perry-Smith LLP, Independent Registered Public Accounting Firm