8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

Date of Report:  April 20, 2012

(Date of earliest event reported)

Oak Valley Bancorp

(Exact name of registrant as specified in its charter)

CA	001-34142	26-2326676
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification Number)

125 N. Third Ave. Oakdale, CA	95361
(Address of principal executive	(Zip Code)
offices)

(209) 848-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On April 20, 2012 Oak Valley Bancorp issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.  The press release announced the Company’s operating results for the quarter ended March 31, 2012.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” which is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1            Press Release of Oak Valley Bancorp dated April 20, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 24, 2012
	OAK VALLEY BANCORP
	By:		/s/ Richard A. McCarty
		Richard A. McCarty
		Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and duly authorized signatory)

2

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Oak Valley Bancorp dated April 20, 2012

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

Date:	April 20, 2012
Contact:	Ron Martin/Chris Courtney/Rick McCarty
Phone:	(209) 848-2265
	www.ovcb.com

OAK VALLEY BANCORP REPORTS 1st QUARTER RESULTS

OAKDALE, CA – Oak Valley Bancorp (NASDAQ: OVLY), the bank holding company for Oak Valley Community Bank and Eastern Sierra Community Bank, recently reported consolidated financial results.  For the three months ended March 31, 2012, consolidated net income was $1,461,000, while consolidated net income available to common shareholders was $1,292,000, or $0.17 per diluted common share.  This compared favorably to net income available to common shareholders of $955,000, or $0.12 per diluted common share for the same period a year ago.

Net interest income remained stable, increasing modestly by $58,000, or 0.9% to $6.3 million for the three months ended March 31, 2012, compared to $6.2 million for the same period last year.  The net interest margin for the three months ended March 31, 2012 was 4.67%, compared to 4.70% for the three months prior and 4.92% for the same period last year.

“We are pleased with the results of our first quarter performance, which saw the Company post its strongest first quarter earnings on record.  Our ongoing efforts to increase core deposits and broaden banking relationships particularly within the business community have been crucial components of our success,” stated Ron Martin, CEO.”

Non interest expense for the quarter ended March 31, 2012 totaled $4.6 million, a slight increase over the $4.5 million for the three months ended March 31, 2011.  The year over year increase is primarily related to staffing and overhead costs associated with the addition of our two newest branches in 2011.

The provision for loan losses during the three months ended March 31, 2012, was $300,000, compared to $600,000 million during the same quarter of last year.  During the last 12 months, the ratio of loan loss reserves to gross loans has decreased from 2.22% to 1.98%.  This decrease corresponds to the aggressive recognition and action relating to non-performing loans, as evidenced by a solid reduction in non-performing assets.  As of March 31, 2012, non-performing assets to total assets were 1.12%, or $6.7 million, down from 2.02%, or $11.4 million, for the same period a year ago.

Total assets were $593.5 million at March 31, 2012, an increase of $30.7 million, or 5.5%, from March 31, 2011. Gross loans decreased by $2.7 million, to $392.6 million as of March 31, 2012, a decrease of 0.7% from March 31, 2011.  The Bank’s total deposits were $518.7 million as of March 31, 2012, an increase of $33.1 million, or 6.8% over March 31, 2011.

The Company currently operates through 14 branches in Oakdale, Sonora, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, three branches in Modesto, and three branches in their Eastern Sierra Division, which includes Bridgeport, Mammoth Lakes, and Bishop.

For more information, please call 1-866-844-7500 or visit www.ovcb.com.

This press release includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the corporation’s possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

###

Oak Valley Bancorp

Statement of Condition (unaudited)

	1st Quarter			4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
($ in thousands, except per share)	2012			2011			2011			2011			2011
Selected Quarterly Operating Data:
Net interest income	$	6,264		$	6,335		$	6,339		$	6,300		$	6,206
Provision for loan losses	300			300			300			300			600
Non-interest income	831			636			764			680			671
Non-interest expense	4,597			4,259			4,208			4,401			4,526
Income before income taxes	2,198			2,412			2,595			2,279			1,751
Provision for income taxes	737			915			846			829			586
Net income	1,461			1,497			1,749			1,450			1,165
Preferred stock dividends and accretion	(169		)	(168		)	(572		)	(211		)	(210		)
Net income available to common shareholders	1,292			1,329			1,177			1,239			955
Earnings per common share - basic	0.17			0.17			0.15			0.16			0.12
Earnings per common share - diluted	0.17			0.17			0.15			0.16			0.12
Dividends declared per common share	—			—			—			—			—
Return on average common equity	8.94		%	9.34		%	8.44		%	9.33		%	7.48		%
Return on average assets	0.98		%	1.00		%	1.21		%	1.03		%	0.85		%
Net interest margin (1)	4.67		%	4.70		%	4.85		%	4.86		%	4.92		%
Efficiency Ratio (1)	63.74		%	60.06		%	58.27		%	61.79		%	65.09		%
Capital - Period End
Book value per share	$	7.37		$	7.37		$	7.26		$	7.02		$	6.78
Credit Quality - Period End
Nonperforming assets/ total assets	1.12		%	1.22		%	1.50		%	1.62		%	2.02		%
Loan loss reserve/ gross loans	1.98		%	2.17		%	2.26		%	2.20		%	2.22		%
Period End Balance Sheet
($ in thousands)
Total assets	$	593,513		$	612,172		$	583,955		$	572,262		$	562,769
Gross Loans	392,584			396,202			391,379			390,521			395,243
Nonperforming assets	6,656			7,477			8,748			9,245			11,386
Allowance for loan losses	7,792			8,609			8,857			8,591			8,765
Deposits	518,727			536,204			505,505			496,212			485,641
Common Equity	58,092			56,902			56,064			54,134			52,279
Total Capital (2)	71,592			70,402			69,564			67,634			65,779
Non-Financial Data
Full-time equivalent staff	126			128			127			130			125
Number of banking offices	14			14			14			13			12
Common Shares outstanding
Period end	7,883,780			7,718,469			7,718,469			7,713,794			7,713,794
Period average - basic	7,722,609			7,705,164			7,705,164			7,713,794			7,711,401
Period average - diluted	7,743,941			7,737,248			7,731,463			7,745,193			7,742,230
Market Ratios
Stock Price	$	7.39		$	6.75		$	4.05		$	5.85		$	5.99
Price/Earnings	11.01			9.87			6.68			9.08			11.93
Price/Book	1.00			0.92			0.56			0.83			0.88

(1)  Ratio computed on a fully tax equivalent basis using a marginal federal tax rate of 34%.

(2) Includes $13.5 million in preferred stock issued to the U.S. Treasury under the SBLF Program.

Prior to 9/30/2011, it was issued under the TARP Capital Purchase Program.