The following discussion explains the significant factors affecting our operations and financial position for the periods presented. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear or that are referenced to elsewhere in this report, and with the audited consolidated financial statements and accompanying notes included in our 2011 Annual Report on Form 10-K, as amended. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions. This discussion and analysis includes executive management's ("Management") insight of the Company's financial condition and results of operations of Oak Valley Bancorp and its subsidiary. Unless otherwise stated, the "Company" refers to the consolidated entity, Oak Valley Bancorp, while the "Bank" refers to Oak Valley Community Bank

Forward-Looking Statements

Some matters discussed in this Form 10-Q may be "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause our actual results to be materially different from the results expressed or implied by our forward-looking statements. These statements generally appear with words such as "anticipate," "believe," "estimate," "may," "intend," and "expect." Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where the Company operates); competition from other providers of financial services offered by the Company; changes in government regulation and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of the Company's credit customers; risks associated with concentrations in real estate related loans; changes in accounting standards and interpretations; and other risks as may be detailed from time to time in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and which may be beyond the control of the Company or the Company. The Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.

Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, whether as a result of new information, future developments or otherwise, except as may be required by law.

Critical Accounting Estimates

Management has determined the following five accounting policies to be critical:

Asset Impairment Judgments

Certain of our assets are carried in our statements of financial condition at fair value or at the lower of cost or fair value. Valuation allowances are established when necessary to recognize impairment of such assets. We periodically perform analyses to test for impairment of various assets. In addition to our impairment analyses related to loans, another significant impairment analysis relates to other than temporary declines in the value of our securities.

Our available for sale portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income in shareholders' equity. We conduct a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value and whether such decline is other than temporary. If such decline is deemed other than temporary, we would adjust the carrying amount of the security by writing down the security to fair market value through a charge to current period income. The market values of our securities are significantly affected by changes in interest rates.

In general, as interest rates rise, the market value of fixed-rate securities will decrease; as interest rates fall, the market value of fixed-rate securities will increase. With significant changes in interest rates, we evaluate our intent and ability to hold the security for a sufficient time to recover the recorded principal balance. Estimated fair values for securities are based on published or securities dealers' market values. Market volatility is unpredictable and may impact such values.

Allowance for Loan Losses

Accounting for allowance for loan losses involves significant judgment and assumptions by management and is based on historical data and management's view of the current economic environment. At least on a quarterly basis, our management reviews the methodology and adequacy of allowance for loan losses and reports its assessment to the Board of Directors for its review and approval.

We base our allowance for loan losses on an estimation of probable losses inherent in our loan portfolio. Our methodology for assessing loan loss allowances are intended to reduce the differences between estimated and actual losses and involves a detailed analysis of our loan portfolio in three phases:

† the specific review of individual loans,

† the segmenting and review of loan pools with similar characteristics and,

† our judgmental estimate based on various subjective factors.

The first phase of our methodology involves the specific review of individual loans to identify and measure impairment. We evaluate each loan by use of a risk rating system, except for homogeneous loans, such as automobile loans and home mortgages. Specific risk rated loans are deemed impaired if all amounts, including principal and interest, will likely not be collected in accordance with the contractual terms of the related loan agreement. Impairment for commercial and real estate loans is measured either based on the present value of the loan's expected future cash flows or, if collection on the loan is collateral dependent, the estimated fair value of the collateral, less selling and holding costs.

The second phase involves the segmenting of the remainder of the risk rated loan portfolio into groups or pools of loans, together with loans with similar characteristics, for evaluation. We determine the calculated loss ratio to each loan pool based on its historical net losses and benchmark it against the levels of other peer banks.

In the third phase, we consider relevant internal and external factors that may affect the collectability of loan portfolio and each group of loan pool. The factors considered are, but are not limited to:

† concentration of credits,

† nature and volume of the loan portfolio,

† delinquency trends,

† non-accrual loan trend,

† problem loan trend,

† loss and recovery trend,

† quality of loan review,

† lending and management staff,

† lending policies and procedures,

† economic and business conditions, and

† other external factors including regulatory review.

Our management estimates the probable effect of such conditions based on our judgment, experience and known or anticipated trends. Such estimation may be reflected as an additional allowance to each group of loans, if necessary. Management reviews these conditions with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management's estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specific, identifiable problem credit or portfolio segment as of the evaluation date, management's evaluation of the inherent loss related to such condition is reflected in the unallocated allowance.

Central to our credit risk management and our assessment of appropriate loss allowance is our loan risk rating system. Under this system, the originating credit officer assigns borrowers an initial risk rating based on a thorough analysis of each borrower's financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower's financial condition which may impact the ability of the borrower to perform under the contract. Although management has allocated a portion of the allowance to specific loans, specific loan pools, and off-balance sheet credit exposures (which are reported separately as part of other liabilities), the adequacy of the allowance is considered in its entirety.

Non-Accrual Loan Policy

Interest on loans is credited to income as earned and is accrued only if deemed collectible. Accrual of interest is discontinued when a loan is over 90 days delinquent or if management believes that collection is highly uncertain. Generally, payments received on nonaccrual loans are recorded as principal reductions. Interest income is recognized after all principal has been repaid or an improvement in the condition of the loan has occurred that would warrant resumption of interest accruals. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.

Stock-Based Compensation

The Company recognizes in the statement of income the grant-date fair value of stock options and other equity-based forms of compensation issued to employees over the employees' requisite service period (generally the vesting period). The Company uses the straight-line recognition of expenses for awards with graded vesting. The Company utilizes a binomial pricing model for all grants. Expected volatility is based on the historical volatility of the price of the Company's stock for the period equal to the contractual stock option term. The Company uses historical data to estimate option exercise and stock option forfeiture rates within the valuation model. The expected term of options granted for the binomial model is derived from applying a historical suboptimal exercise factor to the contractual term of the grant. For binomial pricing, the risk-free rate for periods is equal to the U.S. Treasury yield at the time of grant and commensurate with the contractual term of the grant.

Other Real Estate Owned

Other real estate owned, which represents real estate acquired through foreclosure, or deed in lieu of foreclosure in satisfaction of commercial and real estate loans, is carried at the lower of cost or estimated fair value less the estimated selling costs of the real estate. The fair value of the property is based upon a current appraisal. The difference between the fair value of the real estate collateral and the loan balance at the time of transfer is recorded as a loan charge off if fair value is lower. Subsequent to foreclosure, management periodically performs valuations and the OREO property is carried at the lower of carrying value or fair value, less costs to sell. The determination of a property's estimated fair value incorporates (1) revenues projected to be realized from disposal of the property, (2) construction and renovation costs, (3) marketing and transaction costs, and (4) holding costs (e.g., property taxes, insurance and homeowners' association dues). Any subsequent declines in the fair value of the OREO property after the date of transfer are recorded through a write-down of the asset. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations.

Introduction

Oak Valley Community Bank commenced operations in May 1991. We are an insured bank under the Federal Deposit Insurance Act and are a member of the Federal Reserve. Since its formation, the Company has provided basic banking services to individuals and business enterprises in Oakdale, California and the surrounding areas. The focus of the Company is to offer a range of commercial banking services designed for both individuals and small to medium-sized businesses in the two main areas of service of the Company: the Central Valley and the Eastern Sierras.

The Company offers a complement of business checking and savings accounts for its business customers. The Company also offers commercial and real estate loans, as well as lines of credit. Real estate loans are generally of a short-term nature for both residential and commercial purposes. Longer-term real estate loans are generally made with adjustable interest rates and contain normal provisions for acceleration. In addition, the Company offers traditional residential mortgages through a third party.

The Company also offers other services for both individuals and businesses including online banking, remote deposit capture, merchant services, night depository, extended hours, traveler's checks, wire transfer of funds, note collection, and automated teller machines in a national network. The Company does not currently offer international banking or trust services although the Company may make such services available to the Company's customers through financial institutions with which the Company has correspondent banking relationships. The Company does not offer stock transfer services nor does it directly issue credit cards.

Effective July 3, 2008, Oak Valley Community Bank became a subsidiary of Oak Valley Bancorp, a newly established bank holding company. Oak Valley Bancorp operates Oak Valley Community Bank as a community bank in the general commercial banking business, with our primary market encompassing the California Central Valley around Oakdale and Modesto, and the Eastern Sierras. As such, unless otherwise noted, all references are about Oak Valley Bancorp (the "Company").

Overview of Results of Operations and Financial Condition

The purpose of this summary is to provide an overview of the items management focuses on when evaluating the condition of the Company and its success in implementing its business and shareholder value strategies. The Company's business strategy is to operate the Company as a well-capitalized, profitable and independent community oriented bank. The Company's shareholders value strategy has three major themes: (1) enhancing shareholders' value; (2) making its retail banking franchise more valuable; and (3) efficiently utilizing its capital.

Management believes the following were important factors in the Company's performance during the three month period ended March 31, 2012:

† Thanks to our deep roots in the communities that we serve, our focus on customer care and our selectivity in lending, during the first three months of 2012, our performance has been better than most institutions of our size that compete in our market. Despite the stagnant economy affecting our primary market areas, we have been able to increase our core deposits to $507.3 million and have posted net income available to common shareholders of $0.17 per diluted share for the three month period ended March 31, 2012. While recently published economic data indicate that the current downturn may be easing, it is not clear when or at what speed the recession will end. To the extent that the recession continues, it will affect the market areas that we serve and our results accordingly.

† The Company recognized net income available to common shareholders of $1,292,000 for the three month period ended March 31, 2012, as compared to $955,000 for the same period in 2011. The Company recognized net income before preferred stock dividends and accretion of $1,461,000 for the first quarter ended March 31, 2012 as compared to $1,165,000 for the first quarter ended March 31, 2011. The factors contributing to these results will be discussed below.

† The Company recognized $169,000 in the quarter ended March 31, 2012 associated with the accrual for preferred stock dividends for the 13,500 shares of Series B Preferred Stock that the U.S. Treasury owns under the Small Business Lending Fund ("SBLF"). So long as such preferred stock remains outstanding under SBLF, it will pay quarterly cumulative dividends at a variable rate between 1% and 5% per year for the first 2.5 years depending on growth of our small business loan portfolio. If there is no loan growth after 2.5 years, the dividend rate could increase to 7% and if the preferred stock remains outstanding after 4.5 years, the rate increases to 9%, regardless of loan growth. In comparison, the first quarter of 2011 reflected the $169,000 for preferred stock dividends but also included preferred stock accretion of $41,000 as the original series A preferred stock were issued under the TARP program at a discount.

† The Company has taken significant steps to reduce the risk of loan losses. In the three month period ended March 31, 2012, the provision for loan loss was $300,000, which was a decrease of $300,000 compared to the same period in 2011. The decrease was mainly due to management's assessment of the appropriate level for the allowance for loan losses and a decrease in the level of non-accrual loans. The Company continues to monitor its loan portfolio with the objective of avoiding defaults or write-downs. Despite these actions, the possibility of additional losses cannot be eliminated, but the Board of Directors and all employees continue to work hard to make the best of these continuing challenging conditions.

† Net interest income increased $58,000 or 0.9% for the three month period ended March 31, 2012, compared to the same period in 2011. The increase for the quarter was primarily due to the increase in average earning assets of $28.7 million for the three month period ended March 31, 2012, as compared to the same period of 2011.

† Non-interest income increased by $160,000 or 23.8% for the first quarter ended March 31, 2012, as compared to the same period in 2011. The increase was primarily due to an operating recovery of $120,000 and gains in mortgage commissions as described below.

† Non-interest expense increased by $71,000 or 1.6% for the three month period ended March 31, 2012, as compared to the same period in 2011. The primary reason for the increase was an increase in salaries and benefits and occupancy associated with new branch openings in mid-2011, which was offset in part by the reduction in the write downs of OREO property values as described below.

† Total assets decreased $18.7 million or 3.0% from December 31, 2011. Total net loans decreased by $2.7 million or 0.7% and investment securities increased by $15.4 million or 17.2% from December 31, 2011 to March 31, 2012, while deposits decreased by $17.5 million or 3.3% for the same period.

Income Summary

For the three month period ended March 31, 2012, the Company recorded net income available to common shareholders of $1,292,000, representing an increase of $337,000 as compared to the same period in 2011. Return on average assets (annualized) was 0.98% for the first quarter ended March 31, 2012, as compared with 0.85% for the same period in 2011. Annualized return on average common equity was 8.94% for the first quarter ended March 31, 2012, as compared to 7.48% for the same period of 2011.

Net income before provisions for income taxes and preferred stock dividends and accretion was up $447,000 for the first quarter ended March 31, 2012 from the comparable 2011 period. The income statement components of these variances are as follows:

Pre-Tax Income Variance Summary:



                                        Effect on Pre-Tax
                                              Income
                                       Increase (Decrease)
                                        Three Months Ended
(In thousands)                            March 31, 2012
Change from 2011 to 2012 in:
Net interest income                    $                 58
Provision for loan losses                               300
Non-interest income                                     160
Non-interest expense                                    (71 )
Change in income before income taxes   $                447

These variances will be explained in the discussion below.

Net Interest Income

Net interest income is the largest source of the Company's operating income. For the three month period ended March 31, 2012, net interest income was $6.26 million, which represented an increase of $58,000 or 0.9% for the first quarter ended March 31, 2012, from the comparable period in 2011.

The net interest margin (net interest income as a percentage of average interest earning assets) was 4.67% for the three month period ended March 31, 2012, a decrease of 25 basis points, as compared to the same period in 2011. The decrease in the net interest margin in the first three months of 2012 was primarily attributable to a change in the mix of earning assets with a higher portion in investment securities and interest earning deposits in bank balances, which had balance increases of $29.0 million and 22.0 million, respectively, compared to the first quarter of 2011. These balances had yields of 4.05% and 0.23%, respectively, in the first quarter of 2012, which was significantly less than the yield on gross loans and thus driving down the overall yield on earning assets.

The current low market interest rate environment has had a positive impact on net interest income in previous years because the Company's balance sheet is liability sensitive which typically results in our average cost of funds decreasing faster than the average yield on interest earning assets in a declining rate environment. In 2012, we have not recognized this benefit to the same degree, as deposit interest rates are at historic lows and have essentially reached a threshold in which they cannot reasonably be further reduced. However, the total cost of funds did decrease 17 basis points in the first quarter ended March 31, 2012, compared to 2011 due to a shift from high cost CDs and FHLB borrowed funds into demand deposit and money market accounts. In addition, average non-interest-bearing demand deposit balances increased by $23.6 million for the three month period ended March 31, 2012, as compared to the same period of 2011. Compared to cost of funds, the decrease in earning asset yield was more significant at 38 basis points for the three month period ended March 31, 2012, compared to the same period of 2011. The investment securities portfolio recognized the most significant decrease of 90 basis points for the first quarter of 2012 as compared to 2011, mainly because of the Company deploying cash into investment security purchases, which have historically low yields. The yield on loans has remained more stable, with a reduction of 22 basis points for the first quarter of 2012 as compared to 2011, partly as a result of the significant portion of our loans that are at their contractual rate floors.

The following tables shows the relative impact of changes in average balances of interest earning assets and interest bearing liabilities, and interest rates earned and paid by the Company on those assets and liabilities for the three month period ended March 31, 2012 and 2011:

Net Interest Analysis



                                     Three months ended                Three months ended
                                       March 31, 2012                    March 31, 2011
                                            Interest     Avg                  Interest     Avg
                                Average     Income /    Rate/     Average     Income /    Rate/
(Dollars in thousands)          Balance     Expense     Yield     Balance     Expense     Yield
Assets:
Earning assets:
Gross loans (1) (2)            $ 392,203   $    5,718   5.85%    $ 397,337   $    5,944   6.07%
Investment securities (2)         91,203          920   4.05%       62,203          759   4.95%
Federal funds sold                 9,329            5   0.21%       26,466           15   0.23%
Interest-earning deposits         52,574           30   0.23%       30,609           17   0.23%
Total interest-earning
assets                           545,309        6,673   4.91%      516,615        6,735   5.29%
Total noninterest earning
assets                            53,801                            37,519
Total Assets                     599,110                           554,134
Liabilities and
Shareholders' Equity:
Interest-bearing
liabilities:
Money market deposits            256,972          148   0.23%      232,790          211   0.37%
NOW deposits                      65,614           27   0.17%       63,351           35   0.22%
Savings deposits                  24,380           16   0.26%       18,380           19   0.42%
Time certificates of deposit
$100,000 or more                  36,241           83   0.92%       33,687          104   1.25%
Other time deposits               23,255           41   0.71%       36,332           71   0.79%
Other borrowings                   1,879            5   1.07%        8,000           22   1.12%
Total interest-bearing
liabilities                      408,341          320   0.31%      392,540          462   0.48%
Noninterest-bearing
liabilities:
Noninterest-bearing deposits     116,677                            93,101
Other liabilities                  2,574                             3,225
Total noninterest-bearing
liabilities                      119,251                            96,326
Shareholders' equity              71,518                            65,268
Total liabilities and
shareholders' equity           $ 599,110                         $ 554,134
Net interest income                        $    6,353                        $    6,273
Net interest spread (3)                                 4.60%                             4.81%
Net interest margin (4)                                 4.67%                             4.92%

(2) Yields and interest income on municipal securities and loans have been adjusted to their fully-taxable equivalents, based on a federal marginal tax rate of 34.0%.

. . .