A. Full title of the plan and address of the plan, if different from that of issuer named below:
B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office:
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.
NOTE 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. New employees become eligible to participate in the profit sharing and employee stock ownership plan (ESOP) contributions when they have worked at least 1,000 hours in a twelve month period. All investments in the Plan are participant directed. The Plan is established to comply with Internal Revenue Code Sections 4975(e)(7). 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. Participants may also contribute certain rollover contributions from other plans. All participant contributions and earnings thereon are 100% vested. Participants are automatically enrolled on the first day of the month following the date the participant meets eligibility requirements. The Plan includes a provision for automatic pretax elective deferral contributions. The provision applies when an employee first becomes eligible to make elective deferral contributions. The automatic deferral rate is 6% of compensation with automatic yearly increases of 1% (to a maximum of 10%). Employees have the right to change their deferral percentage or to elect not to make contributions.
Employer Contributions
During 2019 the Company’s contribution consisted of a matching amount of 30% of the employee’s contribution up to a total of 3% of the employee’s compensation. At the discretion of the Bank, the Bank may also make non-elective contributions to the Plan, including additional ESOP contributions. Active participations, excluding highly paid employees, who have 1,000 or more hours of service in the plan year are eligible for non-elective contributions. The ESOP discretionary contribution for the Plan Year (if any), plus any forfeitures of employer securities, shall be allocated as of the last day of the Plan Year to each person who meets the allocation requirements. Allocations are based on a participant’s eligible compensation, relative to the total eligible compensation. During 2019 the Bank did not make any discretionary contributions. Bank contributions are subject to certain IRC limitations. 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
|
%
|
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Participant Accounts
Each participant's account is credited with the participant's contributions and an allocation of the Bank's matching and discretionary contributions and Plan earnings and is charged with withdrawals and an allocation of Plan losses and investment management fees. 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. Each participant directs the investment of his or her account to any of the investment options available under the Plan.
Investment Options
Upon enrollment to the Plan, a participant may direct deferrals and employer contributions in any of the funds offered by the Plan. Participants may change their investment options daily.
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The loans are secured by the balance in the participant's account and bear interest at prime +1% at the time of borrowing. At December 31, 2019 rates on participant loans ranged from 4.5% to 6.5%. A participant may have only one loan outstanding at any time. Loans must be repaid within a 5-year period. However, if the loan is for the purchase of a primary residence, the repayment period can be up to 20-years. Principal and interest are paid through payroll deductions.
Payment of Benefits
On termination of employment or other reasons specified by the Plan, a participant may elect to receive a lump sum payment, a part lump sum payment and part installment payments, or 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. If a participant’s vested account is $5,000 or less at termination of employment, the vested balance will be paid in a single sum. If a participant’s vested account balance at termination of employment is more than $1,000 and the participant has not reach normal retirement age and the participant does not elect to have their vested account paid in a single sum or rolled to another retirement plan the vested account will automatically roll to an IRA in a direct rollover.
As of December 31, 2019, and 2018, there were no benefits payable to participants that have elected to withdraw from the Plan but have not yet been paid.
Forfeitures
Forfeitures from the nonvested portion of terminated employees' account balances can be used to reduce employer contributions in the following plan year or can be used to pay administrative expenses. Forfeitures totaled $22 and $1,265 during the years ended December 31, 2019 and 2018, respectively. No forfeitures were used to offset plan expenses during these years.
Administrative Costs
The Plan’s expenses are paid by either the Plan or the Company, as provided by the plan document. Expenses that are paid directly by the Company are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are recorded as deductions in the accompanying statement of changes in net assets available for benefits. In addition, certain investment related expenses are included in net appreciation (depreciation) in fair value of investments presented in the accompanying statement of changes in net assets available for benefits.
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Voting Rights
Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Bank prior to the time that such rights are to be exercised. If the Trustee does not timely receive voting directions from a participant or beneficiary, the Trustee shall vote the shares in such manner as directed by the Bank.
Put Option
Plumas Bancorp stock that is held by the Plan and its participants and is not readily tradable on an established market, or is subject to trading limitations, includes a put option. The put option is a right to demand that the Company buy any shares of its stock distributed to participants for which there is not market. The put prices is representative of the fair market value of the stock.
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 will become fully vested in their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
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 and disclosures and actual results could differ from these estimates.
Investment Valuation and Income Recognition
Investments held by the Plan are stated at fair value with the exception of fully benefit-responsive investment contracts. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Contract value reflects the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan and is the relevant measure for the portion of assets attributable to fully benefit-responsive investment contracts.
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) includes the Plan's gains and losses on investments bought and sold as well as held during the year.
The classification of investment earnings reported in the statement of changes in net assets available for benefits may differ from the classification of earnings on Form 5500 due to different reporting requirements on Form 5500.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Notes Receivable from Participants
Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest. Repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants' account balances. Delinquent participant loans are recorded as benefits paid to participants based upon the terms of the plan document. No allowance for credit losses has been recorded as of December 31, 2019 or 2018.
Risks and Uncertainties
The Plan utilizes various investments. Investments are exposed to various risks, such as interest rate, market, liquidity and credit risk. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the fair values of investments will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - INVESTMENT IN CONTRACT WITH INSURANCE COMPANY
At December 31, 2019 and 2018, the Plan has an investment in a fully benefit-responsive Group Annuity contract with Principal Life Insurance Company (Principal; Issuer) which is reported at contract value in the statements of net assets available for benefits. Under the terms of the contract, the contributions are maintained in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Contract value, which totaled $1,039,827 and $876,233 at December 31, 2019 and 2018, respectively, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no reserves against contract value for credit risk of the contract issuer or otherwise.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the Plan documents (including complete or partial plan termination or merger with another plan), (2) changes to the Plan's prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under Employee Retirement Income Security Act of 1974. In the event that the Plan Sponsor terminates the contract and requests an immediate payout, the contract payout would be subject to a 5% termination fee. The plan administrator does not believe that the occurrence of any other such contract value events, which would limit the Plan's ability to transact at contract value with participants, is probable. The guaranteed investment contract does not permit the insurance company to terminate the agreement prior to the scheduled maturity date.
The crediting interest rate of the contract is based on a formula agreed upon with the issuer, as defined in the contract agreement, but cannot be less than zero. Such interest rates are reviewed and reset on semi-annual basis. The key factors that influence future interest crediting rates could include the following: the level of market interest rates; the amount and timing of participant contributions, transfers and withdrawals into/out of the contracts; and the duration of the underlying investments backing the contract.
NOTE 4 - FAIR VALUE MEASUREMENTS
Fair Value Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The effect of a change in valuation technique or its application on a fair value estimate is accounted for prospectively as a change in accounting estimate. When evaluating indications of fair value resulting from the use of multiple valuation techniques, the Plan is to select the point within the resulting range of reasonable estimates of fair value that is most representative of fair value under current market conditions. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan's own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. Transfers between hierarchy measurement levels are recognized by the Plan as of the actual date the event or change in circumstances that caused the transfer.
The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.
Company Common Stock: The fair value of Plumas Bancorp common stock is determined by obtaining quoted prices from a nationally recognized exchange (level 1 inputs).
Mutual Funds (including money market mutual funds): The fair values of mutual fund investments are valued at the net asset value (NAV) of shares held by the Plan and are valued at the closing price reported on the active market on which the individual securities are traded.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
NOTE 4 - FAIR VALUE MEASUREMENTS (Continued)
Investments measured at fair value on a recurring basis which are held directly by the Plan are summarized below:
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock of Plan Sponsor
|
|
$
|
2,770,557
|
|
|
$
|
2,770,557
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund
|
|
|
106,199
|
|
|
|
106,199
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
11,498,186
|
|
|
|
11,498,186
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
$
|
14,374,942
|
|
|
$
|
14,374,942
|
|
|
$
|
-
|
|
|
$
|
-
|
|
For the year ended December 31, 2019, there were no transfers between Level 1 and 2 and no transfers in or out of Level 3.
Investments measured at fair value on a recurring basis which are held directly by the Plan are summarized below:
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock of Plan Sponsor
|
|
$
|
2,655,046
|
|
|
$
|
2,655,046
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund
|
|
|
52,953
|
|
|
|
52,953
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
9,748,988
|
|
|
|
9,748,988
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
$
|
12,456,987
|
|
|
$
|
12,456,987
|
|
|
$
|
-
|
|
|
$
|
-
|
|
For the year ended December 31, 2018, there were no transfers between Level 1 and 2 and no transfers in or out of Level 3.
NOTE 5 - CONCENTRATION OF INVESTMENTS
At December 31, 2019 and 2018, the Plan held investments in Plumas Bancorp common stock, representing approximately 18% and 20%, respectively of net assets available for benefits.
NOTE 6 – RELATED PARTY AND PARTY-IN-INTEREST TRANSACTIONS
At December 31, 2019 and 2018, the Plan's investments in Plumas Bancorp common stock (a related party) are as follows:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
|
|
105,025
|
|
|
|
116,911
|
|
Fair value, based on quoted market values
|
|
$
|
2,770,557
|
|
|
$
|
2,655,046
|
|
Dividends of approximately $53,000 were paid by Plumas Bancorp to the Plan during the year ended December 31, 2019. Net appreciation in fair value of Plumas Bancorp stock totaled approximately $394,000 during 2019.
Certain Plan investments are managed by Principal. Principal 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 totaled approximately $50,000 for the year ended December 31, 2019. Notes receivable from participants also reflect party-in-interest transactions.
NOTE 7 - FEDERAL INCOME TAX STATUS
The Plan obtained a favorable determination letter, dated May 8, 2015, in which the Internal Revenue Service (IRS) stated the Plan complied with applicable requirements of the Internal Revenue Code (IRC).
Subsequent to the issuance of this determination letter, the Plan was amended. However, The Company and plan management believe that the Plan is currently designed and operated in Compliance with the applicable requirements of the IRC, and, therefore believe the Plan is qualified and related trust continues to be tax-exempt.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. Management evaluated the Plan's tax positions and concluded that the Plan had maintained its tax-exempt status and had taken no uncertain tax positions that require recognition or disclosure in the financial statements. Therefore, no provision or liability for income taxes has been included in the financial statements.
Note 8 – RIGHT OF FIRST REFUSAL
Any Participant desiring to sell Plumas Bancorp stock to a third part shall give written notice of such desire to the Plan Administrator. Both the Trust and the Employer have the right of first refusal for a period of fourteen (14) days from the date the participant gives such notice to acquire the offered shares with the Trust having priority. The selling price and terms shall be the same as offered by the third party.
NOTE 9 – SUBSEQUENT EVENTS
On March 11, 2020, the World Health Organization characterized the outbreak of the coronavirus disease known as COVID-19 as a global pandemic and recommended containment and mitigation measures. The COVID-19 pandemic has and will likely continue to severely impact global economic conditions, resulting in substantial volatility in the global financial markets, increased unemployment, and operational challenges such as the temporary closures of businesses, sheltering-in-place directives and increased remote work protocols. Governments and central banks around the world have reacted to the economic crisis caused by the pandemic by implementing stimulus and liquidity programs and cutting interest rates, though it is unclear whether these or future actions will be successful in countering the economic disruption. If the pandemic is prolonged or the actions of governments and central banks are unsuccessful, the adverse impact on the global economy will deepen, and the financial position and net asset values of the Plan could be adversely affected. The complete impact of COVID-19 on companies,
NOTE 9 – SUBSEQUENT EVENTS (Continued)
the Plan’s financial position and net asset values remains dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which cannot be predicted at this time.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act provides immediate and temporary relief for retirement plan sponsors and their participants with respect to employer contributions, distributions and participant loans. The provisions of the CARES Act may be effective and operationalized immediately, prior to amending the Plan document. The Company has adopted certain relief provisions included in the CARES Act and continues to evaluate other provisions.
The Plan sponsor has evaluated subsequent events through June 26, 2020, the date which the financial statements were available to be issued.