United States
Securities and Exchange Commission
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Plumas Bank
401 (k) Profit Sharing Plan
B. | Name of issuer of the securities held pursuant to the plan and the address of its Principal executive officer: |
Plumas Bancorp
PLUMAS BANK
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
WITH SUPPLEMENTAL SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
WITH
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PLUMAS BANK
401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
WITH SUPPLEMENTAL SCHEDULE
For the Years Ended December 31, 2003 and 2002
TABLE OF CONTENTS
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Financial Statements: |
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3 | ||||||||
4-8 | ||||||||
9 | ||||||||
(Held
at End of Year)
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EXHIBIT 23.1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
We have audited the accompanying statement of net assets available for plan 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, 2003 and 2002. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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, 2003 and 2002, 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, 2003, 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 Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2003 financial statements taken as a whole.
July 7, 2004
PLUMAS BANK
401(k) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
2003 |
2002 |
|||||||
ASSETS |
||||||||
Investments at fair value (Note 3) |
$ | 5,605,739 | $ | 4,152,896 | ||||
Receivables: |
||||||||
Employer |
5,112 | |||||||
Participant |
15,882 | |||||||
Total receivables |
20,994 | |||||||
Net assets available for benefits |
$ | 5,605,739 | $ | 4,173,890 | ||||
The accompanying notes are an integral
part of these financial statements.
2
PLUMAS BANK
401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 2003 and 2002
2003 |
2002 |
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ADDITIONS |
||||||||
Additions to net assets attributed to: |
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Net appreciation in fair value of investments (Note 3) |
$ | 840,284 | $ | 175,253 | ||||
Interest and dividends |
62,282 | 61,490 | ||||||
Total investment income |
902,566 | 236,743 | ||||||
Contributions: |
||||||||
Employers |
142,892 | 131,396 | ||||||
Participants |
450,514 | 413,800 | ||||||
Total contributions |
593,406 | 545,196 | ||||||
Total additions |
1,495,972 | 781,939 | ||||||
DEDUCTIONS |
||||||||
Deductions from net assets attributed to: |
||||||||
Benefits paid to participants |
64,123 | 79,756 | ||||||
Net increase |
1,431,849 | 702,183 | ||||||
Net assets available for benefits: |
||||||||
Beginning of year |
4,173,890 | 3,471,707 | ||||||
End of year |
$ | 5,605,739 | $ | 4,173,890 | ||||
The accompanying notes are an integral
part of these financial statements.
3
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 Plans provisions.
General
The Plan, which became effective on April 1, 1988, provides 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. Prudential Trust Company (Prudential) 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
The annual deferral for each participant is further limited to amounts annually determined under the Internal Revenue Code (IRC) Section 402(g)(1). All participant contributions and earnings thereon are 100% vested.
Employer Contributions
The Bank provides a 100% match on each participants elective deferral up to 3% of the participants eligible compensation. At the discretion of the Bank, the Bank may also make a non-elective contribution to the Plan limited by IRC Sections 404 and 415. During 2002 and 2003 the Bank made no 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
Each participants account is credited with the participants contribution and allocations of the Banks contribution 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 participants vested account.
4
PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
1. | DESCRIPTION OF PLAN (Continued) |
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 (Prudential). 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 stock.
In addition, participants have the option of investing in Plumas Bancorp common stock, which is also maintained by the Plans Custodian, Prudential.
Participants may change their investment options without restriction.
Payment of Benefits
Upon termination of employment or other reasons specified by the Plan, a participant 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 participants life expectancy or the joint life expectancy of the participant or participants beneficiary.
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 for loans 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 participants account. The interest rate charged on participant loans is fixed at the time of borrowing and be equal to the rate charged by local banks for loans made under similar circumstances. Principal and interest is paid ratably through semi-monthly payroll deductions.
Administrative Costs
The Bank pays the administrative costs of the Plan.
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 $5,045 and $3,597 were used to reduce employer contributions for the years ending December 31, 2003 and 2002, respectively.
5
PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
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.
Investment Valuation
The Plans investments are stated at fair 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 the Bancorps common stock. Participant loans receivable are valued at the outstanding loan balances.
Investment Recognition
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.
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Payment of Benefits
Benefits are recorded when paid.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of net assets available for benefits and changes therein. Accordingly, actual results may differ from those estimates. The Plan utilizes various investment instruments, including mutual funds and the common stock of the Plan Sponsor. 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 reasonable 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.
6
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. Single investments representing more than 5% of the Plans net assets as of December 31, 2003 and 2002 are separately identified.
December 31, |
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2003 |
2002 |
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Investments at quoted market prices: |
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Plumas Bancorp Common Stock |
$ | 1,632,803 | $ | 1,413,129 | ||||
Davis NY Venture Fund |
766,285 | 486,927 | ||||||
PIMCO Total Return Fund |
598,346 | 636,169 | ||||||
Euro Pacific Growth Fund |
312,313 | 279,527 | ||||||
Stable Value Fund |
557,358 | 266,358 | ||||||
Jennison Growth Fund |
343,121 | 208,316 | ||||||
Van Kampen Equity Income Fund |
328,572 | 170,601 | ||||||
Other investments |
950,875 | 590,158 | ||||||
5,489,673 | 4,051,185 | |||||||
Investments at estimated fair value: |
||||||||
Loans to participants |
116,066 | 101,711 | ||||||
Total investments |
$ | 5,605,739 | $ | 4,152,896 | ||||
The Plans investments, including investments bought, sold and held during the year, appreciated in value by $840,284 and $175,253 during 2003 and 2002, respectively.
4. | RELATED-PARTY TRANSACTIONS |
Certain Plan investments are shares of mutual funds managed by Prudential. Prudential is the Trustee as defined by the Plan and, therefore, these transactions quality 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.
At December 31, 2003 and 2002, the Plans investments in Plumas Bancorp common stock (a party-in-interest) are as follows:
December 31, |
||||||||
2003 |
2002 |
|||||||
Number of shares |
81,640 | 83,125 | ||||||
Fair value, based on quoted market values |
$ | 1,632,803 | $ | 1,413,129 |
7
PLUMAS BANK
401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
4. | RELATED-PARTY TRANSACTIONS (Continued) |
The Plans investment in the Bancorps common stock, including investments bought, sold and held during the year, appreciated in value by $237,536 and $577,238 during 2003 and 2002, respectively, which is included in the investment appreciation discussed in Note 3.
5. | CONCENTRATION OF INVESTMENTS |
At December 31, 2003 and 2002, the Plan held investments in Plumas Bancorp common stock, representing approximately 29% and 34% of net assets available for benefits, respectively. A substantial decline in the performance of Plumas Bancorp common stock could have an adverse impact on the performance of the Plan as a whole.
6. | 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 sections 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.
7. | 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.
8. | SUBSEQUENT EVENT |
Effective May 25, 2004, the Plans Sponsor amended the Plan to limit participant elective deferral allocations for Plumas Bancorp common stock to 50% of the total elective deferrals for each participant.
8
PLUMAS BANK
401(k) PROFIT SHARING PLAN
EMPLOYER IDENTIFICATION NUMBER: 95-3520374
PLAN NUMBER: 001
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
(c) | ||||||||||
(b) | Description of Investment, | |||||||||
Identity | Including Maturity Date, | (e) | ||||||||
of Issuer, Borrower, | Rate of Interest, Collateral, | (d) | Current | |||||||
(a) |
Lessor or Similar Party |
Par or Maturity Value |
Cost |
Value |
||||||
Davis NY Venture Fund | Mutual Fund | * | $ | 766,285 | ||||||
PIMCO Total Return Fund | Mutual Fund | * | 598,346 | |||||||
Euro Pacific Growth Fund | Mutual Fund | * | 312,313 | |||||||
Stable Value Fund | Mutual Fund | * | 557,358 | |||||||
Jennison Growth Fund | Mutual Fund | * | 343,121 | |||||||
Van Kampen Equity Income Fund | Mutual Fund | * | 328,572 | |||||||
Stock Index Fund | Mutual Fund | * | 179,304 | |||||||
Franklin Small Cap Fund | Mutual Fund | * | 207,375 | |||||||
Jennison Equity Fund | Mutual Fund | * | 278,316 | |||||||
US Emerging Growth Fund | Mutual Fund | * | 123,391 | |||||||
Goldman Sachs Small Cap Fund | Mutual Fund | * | 117,347 | |||||||
Alliance Premier Growth Fund | Mutual Fund | * | 31,700 | |||||||
Global Growth Fund | Mutual Fund | * | 13,442 | |||||||
** |
Plumas Bancorp | Common Stock - 81,640 shares | * | 1,632,803 | ||||||
** |
Participant Loans | Maturing at various dates through | ||||||||
July 2008 at interest rates | ||||||||||
ranging from 5.25% to 9.50% | 116,066 | |||||||||
$ | 5,605,739 | |||||||||
* | Information regarding the cost of investments at December 31, 2003 is not required as investments are participant directed. | |||
** | Party-in-interest to the Plan. |
9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the employee benefit 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 September 24, 2004 | /s/ Andrew J. Ryback | |||
Anthony J. Ryback | ||||
SVP/Chief Financial Officer | ||||