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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 (Date of Earliest Event Reported) March 14, 2024
 
Plumas Bancorp

(Exact name of registrant as specified in its charter)
 
 
California 000-49883 75-2987096
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
5525 Kietzke Lane, Suite 100, Reno, Nevada 89511
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code    (775) 786-0907
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class:
Trading Symbol
Name of Each Exchange on which Registered:
Common Stock, no par value
PLBC
The NASDAQ Stock Market LLC
 






 
Item 1.01 Entry into a Material Definitive Agreement.
 
As previously reported, on January 19, 2024, Plumas Bank (the “Bank”), a wholly-owned subsidiary of Plumas Bancorp (the “Company”), entered into two agreements for the purchase and sale of real property (each, a “Sale Agreement”) with Mountainseed Real Estate Services, LLC, a Georgia limited liability company (“Mountainseed”).
 
One Sale Agreement provided for the sale to Mountainseed of up to nine properties owned and operated by the Bank as branches (the “Branches”) for an aggregate cash purchase price of approximately $25.7 million. As previously reported, the parties completed the sale of the Branches on February 14, 2024.
 
The second Sale Agreement provides for the sale to Mountainseed of up to three properties operated as non-branch administrative offices (the “Non-Branch Offices”) for an aggregate cash purchase price of $7.9 million, assuming all of the Non-Branch Offices are sold. The sale of the Non-Branch Offices is subject to Mountainseed performing satisfactory due diligence on the Non-Branch Offices and other customary closing conditions. Mountainseed has the right to terminate Sale Agreement for the Non-Branch Office prior to closing, entirely or with respect to any of three properties.
 
On March 14, 2024, the Bank and Mountainseed amended the Sale Agreement for the Non-Branch Offices. The amendment provides that (1) the closing date of the sale is extended to September 16, 2024, (2) if the closing does not occur on such date for any reason other than a default by the Bank, Mountainseed will provide the Bank copies of certain specified due diligence reports, (3) the Bank may terminate the Sale Agreement for the Non-Branch Offices at any time prior to closing by providing a certification of the Bank’s accounting firm confirming that the sale of the Non-Branch Offices will no longer qualify for gain recognition and (4) if the Bank exercises such termination right, Mountainseed will be responsible for the costs of certain survey and due diligence reviews for which the Bank would otherwise be responsible.
 
The Company now expects the transaction to close in the third quarter of 2024, at which time it would leaseback each of the Non-Branch Offices sold.
 
The foregoing description of the Sale Agreements for the Branches, the Sale Agreement for the Non-Branch Offices and the amendment to the Sale Agreement for the Non-Branch Offices is a summary and is qualified in its entirety by the agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this report and incorporated by reference.
 
Caution About Forward-Looking Statements
 
Certain statements in this Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include the expected timing of the closing sale transaction, the number and the value of properties that will be sold in the transaction, the risk the sale leaseback transaction will not be consummated and expectations regarding the pricing or financial impacts of the transaction. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, due diligence results, property valuations and changes in management’s assumptions. Further information regarding Company’s risk factors is contained in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2022. Any forward-looking statement made by the Company in the report or the exhibits attached to this report speaks only as of the date on which it is made.
 
The Company undertakes no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit
No.
 
Description of Exhibit
10.1
 
     
10.2
 
     
10.3
 
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
* Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5). The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.  
 






 
SIGNATURES
 
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.
 
Plumas Bancorp
(Registrant)
 
March 15, 2024
By:
 
/s/ Richard L. Belstock
 
Name: Richard L. Belstock
 
Title: Chief Financial Officer
 
 
EX-10.3 2 ex_639932.htm EXHIBIT 10.3 ex_639932.htm

Exhibit 10.3

 

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF PROPERTY

 

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF PROPERTY (this “Amendment”) is made as of March 14, 2024, by and between PLUMAS BANK, a California corporation (the “Seller”), and MOUNTAINSEED REAL ESTATE SERVICES, LLC, a Georgia limited liability company (“Buyer”).

 

WITNESSETH:

 

WHEREAS, Buyer and Seller previously entered that certain Agreement for Purchase and Sale of Property dated January 19, 2024, with respect to certain real properties more particularly described therein (the “Agreement”); and

 

WHEREAS, Buyer and Seller desire to amend the Agreement in certain respects as more fully set forth in this Amendment;

 

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Buyer to Seller and by Seller to Buyer upon the execution of this Amendment, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

 

1.            Definitions. Any capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as set forth in the Agreement.

 

2.            Closing Date. The Closing Date is hereby extended to September 16, 2024. All references in the Agreement to the Closing Date shall mean such date as extended pursuant to this Amendment. In the event that the Closing does not occur on the Closing Date for any reason other than a default of Seller under the Agreement, then Buyer shall provide to Seller, without any right of reliance or representation or warranty as to the truth, accuracy, or completeness of the contents thereof, copies of the following due diligence reports with respect to the Property to the extent obtained by Buyer in connection with Buyer’s due diligence of the Property: Survey, zoning report, property condition report, any Phase I environmental assessment and any Phase II environmental assessment (if conducted by Buyer pursuant to the terms of the Agreement), any seismic reports or studies, and a copy of the Title Commitment.

 

3.            Seller’s Termination Option. Seller shall have the option to terminate this Agreement on or prior to the Closing Date by providing written notice to Buyer which notice shall include a certification from Seller’s accountant confirming that Seller will no longer qualify for gain recognition on the sale of the Property in connection with the consummation of the Closing (“Seller’s Termination Option”). Notwithstanding anything in the Agreement to the contrary, if Seller exercises the Seller’s Termination Option, Seller shall not be responsible for any costs under Section 10.3(e) of the Agreement, and instead Buyer shall be responsible for such costs incurred under Section 10.3(e) of the Agreement.

 







 

4.            Confirmation. Except as specifically set forth herein, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect, the same being confirmed hereby. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

 

5.            Counterparts. This Amendment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument and any of the parties or signatories hereto may execute this Amendment by signing any such counterpart.

 

6.            Transmission. This Amendment may be transmitted between the parties by facsimile machine or other electronic transmission (including a .pdf by e-mail). The parties intend that faxed or electronic signatures constitute original signatures and that a facsimile or electronically transmitted Amendment containing signatures (original or electronic) of all of the parties is binding on the parties having signed such facsimile or electronically transmitted Amendment.

 

7.            Successors and Assigns. This Amendment shall inure to the benefit and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

 

[Remainder of Page Intentionally Blank]

 







 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

 

 

SELLER:

 

PLUMAS BANK,

a California corporation

 

By: /s/ Richard Belstock

Name: Richard Belstock

Title: Chief Financial Officer

 

 

 

BUYER:

 

MOUNTAINSEED REAL ESTATE SERVICES, LLC, a Georgia limited liability company

 

By: /s/ Nathan Brown

Name: Nathan Brown

Title: President