8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K/A

CURRENT REPORT

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

Date of Report: January 22, 2014 (Date of earliest event reported)
Oak Valley Bancorp (Exact name of registrant as specified in its charter)
CA (State or other jurisdiction of incorporation)	001-34142 (Commission File Number)	26-2326676 (IRS Employer Identification Number)
125 N. Third Ave. Oakdale, CA (Address of principal executive offices)	95361 (Zip Code)
(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:

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

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

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

☐ 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 January 22, 2014, Oak Valley Bancorp issued a press release announcing the Company’s operating results for the quarter ended December 31, 2013. The common equity and total capital of $65,310,000 was erroneously overstated by $793,000 as a result of a common stock dividend that was declared in December 2013 but inadvertently was not transferred out of equity and into a liability account at that time. The effect of the error was that, as of December 31, 2013, the book value per share should have been $8.14 instead of $8.24 and the price to book ratio changed should have been 1.03 instead of 1.02.

On March 18, 2014, we issued a new press release correcting the information previously announced on January 22, 2014.

The information in this Current Report on Form 8-K/A, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K/A, including the exhibit, shall not be deemed to be incorporated by reference into any filing of Oak Valley Bancorp under the Securities Act of 1933.

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     Oak Valley Bancorp March 18, 2014 press release as amended by this Form 8-K/A 

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: March 20, 2014

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)

Exhibit Index
Exhibit No.	Description
99.1	Oak Valley Bancorp March 18, 2014 press release as amended by this Form 8-K/A

EX-99

Exhibit 99.1

PRESS RELEASE

For Immediate Release

Date:	March 18, 2014
Contact:	Chris Courtney/Rick McCarty
Phone:	(209) 848-2265
	www.ovcb.com

OAK VALLEY BANCORP AMENDS 4^th QUARTER RESULTS

OAKDALE, CA–Oak Valley Bancorp (NASDAQ: OVLY), the bank holding company for Oak Valley Community Bank and Eastern Sierra Community Bank, recently published a revision to their fourth quarter results, which were first published January 22, 2014. Changes to the financial results reduced reported common equity and total capital by $793,000 as a result of the common stock dividend that was declared in December 2013, but inadvertently was not transferred out of equity and into a liability account at that time. The effect of the error was that the book value per share should have been $8.14 instead of $8.24 and the price to book ratio should have been 1.03 instead of 1.02. Also, due to a reclassification of deferred tax assets, reported total assets decreased by $207,000, which was reported as $672.1 million and should have been $671.9 million. The original release is amended and restated as follows and the financial tables below have been adjusted accordingly to reflect these changes.

For the three months ended December 31, 2013, consolidated net income available to common shareholders was a record $1.7 million, or $0.22 per diluted share. This compared to consolidated net income available to common shareholders of $1.4 million, or $0.18 per diluted share for the three months ended December 31, 2012 and represented a 21.5% increase over the prior year.

Net income for 2013 totaled $5.9 million compared to $5.8 million for 2012. After adjustment for preferred stock dividends and accretion, consolidated net income available to common shareholders was $5.8 million, or $0.74 per diluted share, compared to consolidated net income of $5.3 million, or $0.69 per diluted common share, in 2012. This represents a 9.2% increase in consolidated net income available to common shareholders and marks a new annual earnings record for Oak Valley Bancorp.

Total assets grew to $671.9 million as of December 31, 2013, which was an increase of $11.3 million, or 1.7% over the prior year. Deposits increased to $602.6 million, which was an increase of $15.6 million, or 2.7% over the prior year. Gross loans at year end totaled $419.4 million, reflecting an increase of $28.5 million, or 7.3%, over December 31, 2012.

“We are pleased to report another year of solid earnings. Our commitment to customer care and relationship building is unwavering and the cornerstone of our success,” stated Chris Courtney, President and CEO of the Company and the Bank.  “Our results are a reflection of emerging consumer confidence and economic expansion in the communities we serve.”   

Non-performing assets were $3.3 million, or 0.48% of total assets at December 31, 2013. This is down from $6.9 million, or 1.05% at December 31, 2012. There are currently six properties remaining with the non-performing classification; five of which remain as loans, along with one property taken into OREO.

The allowance for loan losses totaled 1.83% of gross loans at December 31, 2013 compared to 2.04% at December 31, 2012.  The annual provision for loan losses of $300,000 in 2013 was down from $1.2 million in 2012. Given the high quality of the loan portfolio, limited provisioning was required to support the growth of the portfolio.

Net interest income of $24.3 million for the year ended December 31, 2013, decreased by $570,000, or 2.3%, from the prior year. The year began with margin compression, corresponding to low loan pricing and high cash balances. The margin stabilized in the second half of the year, as cash was deployed into new loans. The Company’s net interest margin was 4.13% for the year ended December 31, 2013, compared to 4.53% for the year ended December 31, 2012. Net interest margin for the three months ended December 31, 2013 was 4.19%, compared to 4.15% for the three months ended December 31, 2012.

Non-interest income was $3.3 million for the year ended December 31, 2013, compared to $3.1 million the prior year. The increase is partially attributable to additional fee income related to deposit growth and commissions corresponding to growth in Oak Valley Investments.

Non-interest expense was $18.7 million for the year ended December 31, 2013, compared to $18.2 million for the prior year, an increase of $411,000, or 2.3%. This increase consists primarily of costs associated with servicing deposit growth across all branches.

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

Financial Highlights (unaudited)

($ in thousands, except per share)	4th Quarter			3rd Quarter			2nd Quarter			1st Quarter			4th Quarter
	2013			2013			2013			2013			2012
Selected Quarterly Operating Data:
Net interest income	$	6,372		$	6,030		$	6,024		$	5,849		$	6,115
Provision for loan losses		-			100			100			100			250
Non-interest income		812			866			818			785			855
Non-interest expense		4,668			4,619			4,734			4,639			4,513
Income before income taxes		2,516			2,177			2,008			1,895			2,207
Provision for income taxes		809			672			634			595			718
Net income		1,707			1,505			1,374			1,300			1,489
Preferred stock dividends and accretion		-			-			-			(68	)		(84	)
Net income available to common shareholders	$	1,707		$	1,505		$	1,374		$	1,232		$	1,405
Earnings per common share - basic	$	0.22		$	0.19		$	0.18		$	0.16		$	0.18
Earnings per common share - diluted	$	0.22		$	0.19		$	0.18		$	0.16		$	0.18
Return on average common equity		10.47	%		9.45	%		8.48	%		7.82	%		8.87	%
Return on average assets		1.01	%		0.92	%		0.86	%		0.81	%		0.91	%
Net interest margin (1)		4.19	%		4.12	%		4.18	%		4.05	%		4.15	%
Efficiency ratio (1)		63.05	%		64.65	%		67.17	%		67.95	%		63.23	%
Capital - Period End
Book value per share	$	8.14		$	7.99		$	8.01		$	8.10		$	7.99
Credit Quality - Period End
Nonperforming assets/ total assets		0.48	%		0.68	%		0.65	%		0.99	%		1.05	%
Loan loss reserve/ gross loans		1.83	%		1.85	%		1.94	%		1.99	%		2.04	%
Period End Balance Sheet
($ in thousands)
Total assets	$	671,853		$	659,192		$	644,230		$	648,418		$	660,581
Gross loans		419,438			413,856			390,647			389,992			390,986
Nonperforming assets		3,256			4,495			4,189			6,439			6,923
Allowance for loan losses		7,659			7,669			7,570			7,743			7,975
Deposits		602,633			591,642			577,129			580,215			586,993
Common equity		64,517			63,379			63,457			64,098			63,219
Total capital (2)		64,517			63,379			63,457			64,098			69,969
Non-Financial Data
Full-time equivalent staff		136			135			134			134			130
Number of banking offices		14			14			14			14			14
Common Shares outstanding
Period end		7,929,730			7,929,730			7,924,730			7,914,730			7,907,780
Period average - basic		7,803,247			7,802,705			7,802,012			7,778,333			7,762,261
Period average - diluted		7,859,380			7,851,157			7,842,964			7,830,439			7,793,523
Market Ratios
Stock Price	$	8.37		$	7.96		$	7.67		$	8.14		$	7.45
Price/Earnings		9.64			10.40			10.86			12.67			10.38
Price/Book		1.03			1.00			0.96			1.01			0.93

	YEAR ENDED DECEMBER 31,
	2013			2012
($ in thousands, except per share)
Selected Quarterly Operating Data:
Net interest income	$	24,275		$	24,845
Provision for loan losses		300			1,150
Non-interest income		3,281			3,148
Non-interest expense		18,660			18,249
Income before income taxes		8,596			8,594
Provision for income taxes		2,710			2,813
Net income		5,886			5,781
Preferred stock dividends and accretion		(68	)		(452	)
Net income available to common shareholders	$	5,818		$	5,329
Earnings per common share - basic	$	0.75		$	0.69
Earnings per common share - diluted	$	0.74		$	0.69
Return on average common equity		9.07	%		8.80	%
Return on average assets		0.90	%		0.95	%
Net interest margin (1)		4.13	%		4.53	%
Efficiency ratio (1)		65.65	%		63.83	%
Capital - Period End
Book value per share	$	8.14		$	7.99
Credit Quality - Period End
Nonperforming assets/ total assets		0.48	%		1.05	%
Loan loss reserve/ gross loans		1.83	%		2.04	%
Period End Balance Sheet
($ in thousands)
Total assets	$	671,853		$	660,581
Gross loans		419,438			390,986
Nonperforming assets		3,256			6,923
Allowance for loan losses		7,659			7,975
Deposits		602,633			586,993
Common equity		64,517			63,219
Common equity		64,517			69,969
Non-Financial Data
Full-time equivalent staff		136			130
Number of banking offices		14			14
Common Shares outstanding
Period end		7,929,730			7,907,780
Period average - basic		7,796,659			7,740,990
Period average - diluted		7,846,078			7,766,745
Market Ratios
Stock Price	$	8.37		$	7.45
Price/Earnings		11.22			10.85
Price/Book		1.03			0.93

(1)	Ratio computed on a fully tax equivalent basis using a marginal federal tax rate of 34%.
(2)	Includes preferred stock issued to the U.S. Treasury under the SBLF Program of $6.75 million for the quarter ended December 31, 2012. There was no preferred stock outstanding as of March 31, June 30, September 30, and December 31, 2013.