8-K

UNITED STATES
SECURITIES 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 23, 2015 (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 April 23, 2015 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, 2015.

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 23, 2015

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 23, 2015 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	Press Release of Oak Valley Bancorp dated April 23, 2015

EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

Date: April 23, 2015

Contact:	Chris Courtney/Rick McCarty
Phone:	(209) 848-2265
	www.ovcb.com

OAK VALLEY BANCORP REPORTS 1^st QUARTER RESULTS

OAKDALE, CA–Oak Valley Bancorp (NASDAQ: OVLY) (the “Company”), 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, 2015, consolidated net income was $1,526,000, or $0.19 per diluted common share. This compared to consolidated net income of $1,642,000, or $0.21 per diluted common share, for the prior quarter and $1,408,000, or $0.18 per diluted common share, for the same period a year ago.

Total assets were $753.6 million at March 31, 2015, an increase of $3.9 million over December 31, 2014 and $66.0 million over March 31, 2014. Gross loans were $453.2 million as of March 31, 2015, a decrease of $1.3 million from December 31, 2014, and an increase of $30.7 million over March 31, 2014. The Company’s total deposits were $673.0 million as of March 31, 2015, a decrease of $3.4 million from December 31, 2014, and an increase of $57.0 million over March 31, 2014.

“Fueled by strong loan growth in 2014, we entered the new year with a positive outlook. First quarter loan growth was muted by paydowns, yet our strong loan pipeline provides evidence of momentum within the business community,” stated Chris Courtney, President and CEO.

Net interest income for the three months ended March 31, 2015 was $6,201,000, compared to $6,621,000 in the prior quarter and $6,104,000 for the same period last year. The reduction versus the prior quarter is the result of fewer days in the quarter, lower recognition of loan fees and continued interest rate pressure. The net interest margin for the three months ended March 31, 2015 was 3.74%, compared to 4.19% for the prior quarter and 4.04% for the same period last year.

Non-interest expense totaled $5,099,000 for the quarter ended March 31, 2015, compared to $5,252,000 in the previous quarter and $4,881,000 in the same quarter a year ago. The decrease compared to last quarter is the result of a recovery of impaired loan expense, corresponding to the payoff of a non-performing loan. The increase compared to prior year is due primarily to an increase in salaries and benefits, associated with our new Tracy branch and normal annual increases.

Non-interest income was $1,027,000 for the quarter ended March 31, 2015, compared to $1,086,000 for the prior quarter and $810,000 for the same period last year. The increase compared to the prior periods is primarily the result of gains associated with called securities in the investment portfolio.  

As of March 31, 2015, non-performing assets were $5.2 million or 0.70% of total assets, compared to $5.6 million as of December 31, 2014 and $6.2 million or 0.90% of total assets as of March 31, 2014. Due to improvement in economic conditions and noted trends of credit quality, the Company was able to recognize a reversal of loan loss provisions of $125,000 during the first quarter which decreased the allowance for loan losses to 1.63% of gross loans at March 31, 2015 compared to 1.80% at March 31, 2014. 

The Company currently operates through 15 branches in Oakdale, Sonora, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, three branches in Modesto, Tracy, and three branches in their Eastern Sierra Division, which includes Bridgeport, Mammoth Lakes, and Bishop. The Company recently announced plans to open a second branch in Sonora. It is expected to open in the latter part of 2015.

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)		1st Quarter			4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Selected Quarterly Operating Data:		2015			2014			2014			2014			2014
	Net interest income	$	6,201		$	6,621		$	6,389		$	6,175		$	6,104
	(Recovery of) provision for loan losses		(125	)		-			-			(1,877	)		-
	Non-interest income		1,027			1,086			940			927			810
	Non-interest expense		5,099			5,252			5,112			4,989			4,881
	Net income before income taxes		2,254			2,455			2,217			3,990			2,033
	Provision for income taxes		728			813			682			1,453			625
	Net income available to common shareholders	$	1,526		$	1,642		$	1,535		$	2,537		$	1,408
	Earnings per common share - basic	$	0.19		$	0.21		$	0.19		$	0.32		$	0.18
	Earnings per common share - diluted	$	0.19		$	0.20		$	0.19		$	0.32		$	0.18
	Dividends paid per common share	$	0.10		$	-		$	0.065		$	-		$	0.10
	Return on average common equity		8.22	%		8.80	%		8.44	%		14.53	%		8.59	%
	Return on average assets		0.82	%		0.91	%		0.88	%		1.50	%		0.84	%
	Net interest margin (1)		3.74	%		4.19	%		4.13	%		4.07	%		4.04	%
	Efficiency ratio (2)		68.75	%		67.01	%		66.76	%		67.55	%		68.29	%
Capital - Period End
	Book value per common share	$	9.39		$	9.29		$	9.01		$	8.84		$	8.40
Credit Quality - Period End
	Nonperforming assets/ total assets		0.70	%		0.74	%		0.61	%		0.75	%		0.90	%
	Loan loss reserve/ gross loans		1.63	%		1.66	%		1.73	%		1.74	%		1.80	%
Period End Balance Sheet
($ in thousands)
	Total assets	$	753,552		$	749,665		$	706,821		$	678,319		$	687,591
	Gross loans		453,165			454,471			435,776			435,671			422,510
	Nonperforming assets		5,246			5,584			4,333			5,065			6,164
	Allowance for loan losses		7,409			7,534			7,541			7,602			7,615
	Deposits		672,991			669,581			630,178			602,978			615,997
	Common equity		75,816			75,041			72,793			71,369			67,824
Non-Financial Data
	Full-time equivalent staff		148			148			145			144			142
	Number of banking offices		15			15			14			14			14
Common Shares outstanding
	Period end		8,075,355			8,074,855			8,074,855			8,075,855			8,071,355
	Period average - basic		7,972,225			7,960,108			7,959,316			7,953,499			7,878,152
	Period average - diluted		8,024,756			8,015,511			8,011,125			8,001,815			7,941,456
Market Ratios
	Stock Price	$	9.86		$	10.16		$	10.03		$	9.93		$	9.41
	Price/Earnings		12.70			12.41			13.11			7.76			12.98
	Price/Book		1.05			1.09			1.11			1.12			1.12

(1)	Ratio computed on a fully tax equivalent basis using a marginal federal tax rate of 34%.
(2)	Ratio computed on a fully tax equivalent basis using a marginal federal tax rate of 34%, and a marginal federal/state combined tax rate of 41.15% for applicable revenue.