UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2006
-----------------
[ ] Transition report pursuant to Section 13 or 15 (d) of Securities Exchange
Act of 1934
For the transition period from ___________ to _____________
Commission File No. 0-31525
AMERICAN RIVER BANKSHARES
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(Exact name of registrant as specified in its charter)
California 68-0352144
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(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
3100 Zinfandel Drive, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip code)
(916) 851-0123
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
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Common Stock, no par value NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $134,204,000.
Number of shares outstanding of each of the registrant's classes of common
stock, as of March 7, 2007:
No par value Common Stock - 5,520,433 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Form 10-K: Part
III, Items 10 through 14 from Registrant's definitive proxy statement for the
2007 annual meeting of shareholders.
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AMERICAN RIVER BANKSHARES
INDEX TO
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 31, 2006
Part I. Page
Item 1. Business 4
Item 1A. Risk Factors 15
Item 1B. Unresolved Staff Comments 17
Item 2. Properties 17
Item 3. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Security Holders 19
Part II.
Item 5. Market For Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 19
Item 6. Selected Financial Data 21
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 22
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 43
Item 8. Financial Statements and Supplementary Data 43
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 85
Item 9A. Controls and Procedures 85
Item 9B. Other Information 87
Part III.
Item 10. Directors, Executive Officers and Corporate Governance 87
Item 11. Executive Compensation 87
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 87
Item 13. Certain Relationships and Related Transactions,
and Director Independence 87
Item 14. Principal Accounting Fees and Services 87
Part IV.
Item 15. Exhibits and Financial Statement Schedules 88
Signatures 92
Exhibit Index 93
23.1 Consent of Independent Registered Accounting Firm 94
31.1 Certifications of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 95
31.2 Certifications of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 96
32.1 Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 97
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PART I
Item 1. Business.
Cautionary Statements Regarding Forward-Looking Statements
Certain matters discussed or incorporated by reference in this Annual
Report on Form 10-K including, but not limited to, matters described in "Item 7
- Management's Discussion and Analysis of Financial Condition and Results of
Operations," are "forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. Such forward-looking statements may contain
words related to future projections including, but not limited to, words such as
"believe," "expect," "anticipate," "intend," "may," "will," "should," "could,"
"would," and variations of those words and similar words that are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from those projected. Factors that could cause or contribute to such
differences include, but are not limited to, the following: (1) variances in the
actual versus projected growth in assets; (2) return on assets; (3) loan and
lease losses; (4) expenses; (5) changes in the interest rate environment
including interest rates charged on loans, earned on securities investments and
paid on deposits; (6) competition effects; (7) fee and other noninterest income
earned; (8) general economic conditions nationally, regionally, and in the
operating market areas of the Company and its subsidiaries; (9) changes in the
regulatory environment; (10) changes in business conditions and inflation; (11)
changes in securities markets; (12) data processing problems; (13) a decline in
real estate values in the Company's operating market areas; (14) the effects of
terrorism, the threat of terrorism or the impact of the current military
conflict in Iraq and the conduct of the war on terrorism by the United States
and its allies, as well as other factors. The factors set forth under "Item 1A -
Risk Factors" in this report and other cautionary statements and information set
forth in this report should be carefully considered and understood as being
applicable to all related forward-looking statements contained in this report,
when evaluating the business prospects of the Company and its subsidiaries.
Forward-looking statements are not guarantees of performance. By their
nature, they involve risks, uncertainties and assumptions. The future results
and shareholder values may differ significantly from those expressed in these
forward-looking statements. You are cautioned not to put undue reliance on any
forward-looking statement. Any such statement speaks only as of the date of this
report, and in the case of any documents that may be incorporated by reference,
as of the date of those documents. We do not undertake any obligation to update
or release any revisions to any forward-looking statements, to report any new
information, future event or other circumstances after the date of this report
or to reflect the occurrence of unanticipated events, except as required by law.
However, your attention is directed to any further disclosures made on related
subjects in our subsequent reports filed with the Securities and Exchange
Commission on Forms 10-K, 10-Q and 8-K.
Introduction
American River Bankshares (the "Company") is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The Company
was incorporated under the laws of the State of California in 1995. As a bank
holding company, the Company is authorized to engage in the activities permitted
under the Bank Holding Company Act of 1956, as amended, and regulations
thereunder. Its principal office is located at 3100 Zinfandel Drive, Suite 450,
Rancho Cordova, California 95670 and its telephone number is (916) 231-6700.
The Company owns 100% of the issued and outstanding common shares of
its banking subsidiary, American River Bank, and American River Financial, a
California corporation which has been inactive since its incorporation in 2003.
American River Bank was incorporated and commenced business in Fair
Oaks, California, in 1983 and thereafter moved its headquarters to Sacramento,
California in 1985. American River Bank operates five full service offices and
one convenience office in Sacramento and Placer Counties including the main
office located at 1545 River Park Drive, Suite 107, Sacramento and branch
offices located at 520 Capitol Mall, Suite 100, Sacramento; 9750 Business Park
Drive, Sacramento; 10123 Fair Oaks Boulevard, Fair Oaks and 2240 Douglas
Boulevard, Roseville. The convenience office (limited service office) is located
at 3100 Zinfandel Drive, Suite 450, Rancho Cordova. American River Bank also
operates three full service offices in Sonoma County located at 412 Center
Street, Healdsburg; 8733 Lakewood Drive, Windsor and 50 Santa Rosa Avenue, Suite
100, Santa Rosa, operated under the name "North Coast Bank, a division of
American River Bank." North Coast Bank was incorporated and commenced business
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in 1990 as Windsor Oaks National Bank in Windsor, California. In 1997, the name
was changed to North Coast Bank. In 2000, North Coast Bank was acquired by the
Company as a separate bank subsidiary. Effective December 31, 2003, North Coast
Bank was merged with and into American River Bank.
On December 3, 2004, the Company acquired Bank of Amador located in
Jackson, California. Bank of Amador was merged with and into American River Bank
and now operates three full service banking offices as "Bank of Amador, a
division of American River Bank" within its primary service area of Amador
County, in the cities of Jackson, Pioneer and Ione.
American River Bank's deposits are insured by the Federal Deposit
Insurance Corporation up to applicable legal limits. American River Bank does
not offer trust services or international banking services and does not plan to
do so in the near future. American River Bank's primary business is serving the
commercial banking needs of small to mid-sized businesses within those counties
listed above. American River Bank accepts checking and savings deposits, offers
money market deposit accounts and certificates of deposit, makes secured and
unsecured commercial, secured real estate, and other installment and term loans
and offers other customary banking services. American River Bank also conducts
lease financing for most types of business equipment, from computer software to
heavy earth-moving equipment.
American River Bank owns 100% of two inactive companies, ARBCO and
American River Mortgage. ARBCO was formed in 1984 to conduct real estate
development and has been inactive since 1995. American River Mortgage has been
inactive since its formation in 1994.
During 2006, the Company conducted no significant activities other than
holding the shares of its subsidiaries. However, it is authorized, with the
prior approval of the Board of Governors of the Federal Reserve System (the
"Board of Governors"), the Company's principal regulator, to engage in a variety
of activities which are deemed closely related to the business of banking.
The common stock of the Company is registered under the Securities
Exchange Act of 1934, as amended, and is listed and traded on the Nasdaq Global
Select Market under the symbol "AMRB."
At December 31, 2006, the Company had consolidated assets of $604
million, deposits of $494 million and shareholders' equity of $62 million.
General
The Company is a community-oriented bank holding company headquartered
in Sacramento, California. The principal communities served are located in
Sacramento, Placer, Yolo, El Dorado, Sonoma, and Amador counties. The Company
generates most of its revenue by providing a wide range of products and services
to small and middle-market businesses and individuals. The Company's principal
source of revenue comes from interest income. Interest income is derived from:
(i) interest and fees on loans and leases; (ii) interest on investments
(principally government securities); and (iii) interest on Federal funds sold
(funds loaned on a short-term basis to other banks). For the year ended December
31, 2006, these sources comprised 81.9%, 18.0%, and 0.1%, respectively, of the
Company's interest income.
American River Bank's deposits are not received from a single depositor
or group of affiliated depositors, the loss of any one of which would have a
materially adverse effect on the business of the Company. A material portion of
American River Bank's deposits are not concentrated within a single industry or
group of related industries.
As of December 31, 2006 and December 31, 2005, American River Bank held
$16,000,000 and $11,500,000, respectively, in certificates of deposit for the
State of California. In connection with these deposits, American River Bank is
generally required to pledge securities to secure such deposits, except for the
first $100,000, which are insured by the FDIC.
American River Bank competes with approximately 39 other banking or
savings institutions in Sacramento County and 29 in Placer County. American
River Bank's market share of FDIC insured deposits in the service areas of
Sacramento County and Placer County was approximately 1.2% and 1.4%,
respectively (based upon the most recent information made available by the FDIC
through June 30, 2006). North Coast Bank, a division of American River Bank,
competes with approximately 22 other banking or savings institutions in its
service areas and its market share of FDIC insured deposits in the service area
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of Sonoma County was approximately .8% (based upon the most recent information
made available by the FDIC through June 30, 2006). Bank of Amador, a division of
American River Bank competes with approximately 7 other banking or savings
institutions in its service areas and its market share of FDIC insured deposits
in the service area of Amador County was approximately 17.4% (based upon the
most recent information made available by the FDIC through June 30, 2006).
Employees
At December 31, 2006, the Company and its subsidiaries employed 129
persons on a full-time equivalent basis. The Company believes its employee
relations are good.
Website Access
The Company maintains a website where certain information about the
Company is posted. Through the website, its annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments
thereto, as well as Section 16 Reports and amendments thereto, are available as
soon as reasonably practicable after such material is electronically filed with
or furnished to the SEC. These reports are free of charge and can be accessed
through the address www.amrb.com by selecting the SEC Filings link located at
that address. Once you have selected the SEC Filings link you will have the
option to access the Section 16 Reports or the reports filed on Forms 10-K, 10-Q
and 8-K by the Company by selecting the appropriate link.
Regulation and Supervision
General
The common stock of the Company is subject to the registration
requirements of the Securities Act of 1933, as amended, and the qualification
requirements of the California Corporate Securities Law of 1968, as amended. The
Company is also subject to the periodic reporting requirements of Section 13 of
the Securities Exchange Act of 1934, as amended, which include, but are not
limited to, annual, quarterly and other current reports with the Securities and
Exchange Commission (the "SEC").
American River Bank is licensed by the California Commissioner of
Financial Institutions, its deposits are insured by the FDIC up to the
applicable legal limits, and it has chosen not to become a member of the Federal
Reserve System. Consequently, American River Bank is subject to the supervision
of, and is regularly examined by, the California Commissioner of Financial
Institutions and the FDIC. The supervision and regulation includes comprehensive
reviews of all major aspects of American River Bank's business and condition,
including its capital ratios, allowance for possible loan and lease losses and
other factors. However, no inference should be drawn that such authorities have
approved any such factors. American River Bankshares and American River Bank are
required to file reports with the Board of Governors, the California
Commissioner of Financial Institutions, and the FDIC and provide the additional
information that the Board of Governors, California Commissioner of Financial
Institutions, and FDIC may require.
American River Bankshares is a bank holding company within the meaning
of the Bank Holding Company Act of 1956, as amended (the "Bank Holding Company
Act"), and is registered as such with, and subject to the supervision of, the
Board of Governors. The Company is required to obtain the approval of the Board
of Governors before it may acquire all or substantially all of the assets of any
bank, or ownership or control of the voting shares of any bank if, after giving
effect to such acquisition of shares, the Company would own or control more than
5% of the voting shares of such bank. The Bank Holding Company Act prohibits the
Company from acquiring any voting shares of, or interest in, all or
substantially all of the assets of, a bank located outside the State of
California unless such an acquisition is specifically authorized by the laws of
the state in which such bank is located. Any such interstate acquisition is also
subject to the provisions of the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994.
The Company, and any subsidiaries which it may acquire or organize, are
deemed to be "affiliates" within the meaning of that term as defined in the
Federal Reserve Act. This means, for example, that there are limitations (a) on
loans by American River Bank to affiliates, and (b) on investments by American
River Bank in affiliates' stock as collateral for loans to any borrower. The
Company and its subsidiaries are also subject to certain restrictions with
respect to engaging in the underwriting, public sale and distribution of
securities.
In addition, regulations of the Board of Governors under the Federal
Reserve Act require that reserves be maintained by American River Bank in
conjunction with any liability of the Company under any obligation (promissory
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note, acknowledgement of advance, banker's acceptance or similar obligation)
with a weighted average maturity of less than seven (7) years to the extent that
the proceeds of such obligations are used for the purpose of supplying funds to
American River Bank for use in its banking business, or to maintain the
availability of such funds.
Capital Standards
The Board of Governors and the FDIC have adopted risk-based capital
guidelines for evaluating the capital adequacy of bank holding companies and
banks. The guidelines are designed to make capital requirements sensitive to
differences in risk profiles among banking organizations, to take into account
off-balance sheet exposures and to aid in making the definition of bank capital
uniform internationally. Under the guidelines, American River Bankshares and
American River Bank are required to maintain capital equal to at least 8.0% of
its assets and commitments to extend credit, weighted by risk, of which at least
4.0% must consist primarily of common equity (including retained earnings) and
the remainder may consist of subordinated debt, cumulative preferred stock, or a
limited amount of loan and lease loss reserves.
Assets, commitments to extend credit, and off-balance sheet items are
categorized according to risk and certain assets considered to present less risk
than others permit maintenance of capital at less than the 8% ratio. For
example, most home mortgage loans are placed in a 50% risk category and
therefore require maintenance of capital equal to 4% of those loans, while
commercial loans are placed in a 100% risk category and therefore require
maintenance of capital equal to 8% of those loans.
Under the risk-based capital guidelines, assets reported on an
institution's balance sheet and certain off-balance sheet items are assigned to
risk categories, each of which has an assigned risk weight. Capital ratios are
calculated by dividing the institution's qualifying capital by its period-end
risk-weighted assets. The guidelines establish two categories of qualifying
capital: Tier 1 capital (defined to include common shareholders' equity and
noncumulative perpetual preferred stock) and Tier 2 capital which includes,
among other items, limited life (and in the case of banks, cumulative) preferred
stock, mandatory convertible securities, subordinated debt and a limited amount
of reserve for credit losses. Tier 2 capital may also include up to 45% of the
pretax net unrealized gains on certain available-for-sale equity securities
having readily determinable fair values (i.e. the excess, if any, of fair market
value over the book value or historical cost of the investment security). The
federal regulatory agencies reserve the right to exclude all or a portion of the
unrealized gains upon a determination that the equity securities are not
prudently valued. Unrealized gains and losses on other types of assets, such as
bank premises and available-for-sale debt securities, are not included in Tier 2
capital, but may be taken into account in the evaluation of overall capital
adequacy and net unrealized losses on available-for-sale equity securities will
continue to be deducted from Tier 1 capital as a cushion against risk. Each
institution is required to maintain a minimum risk-based capital ratio
(including Tier 1 and Tier 2 capital) of 8%, of which at least half must be Tier
1 capital.
A leverage capital standard was adopted as a supplement to the
risk-weighted capital guidelines. Under the leverage capital standard, an
institution is required to maintain a minimum ratio of Tier 1 capital to the sum
of its quarterly average total assets and quarterly average reserve for loan
losses, less intangible assets not included in Tier 1 capital. Period-end assets
may be used in place of quarterly average total assets on a case-by-case basis.
The Board of Governors and the FDIC have also adopted a minimum leverage ratio
for bank holding companies as a supplement to the risk-weighted capital
guidelines. The leverage ratio establishes a minimum Tier 1 ratio of 3% (Tier 1
capital to total assets) for the highest rated bank holding companies or those
that have implemented the risk-based capital market risk measure. All other bank
holding companies must maintain a minimum Tier 1 leverage ratio of 4% with
higher leverage capital ratios required for bank holding companies that have
significant financial and/or operational weakness, a high risk profile, or are
undergoing or anticipating rapid growth.
At December 31, 2006, American River Bankshares and American River Bank
were in compliance with the risk-weighted capital and leverage ratio guidelines.
Prompt Corrective Action
The Board of Governors and the FDIC have adopted regulations
implementing a system of prompt corrective action pursuant to Section 38 of the
Federal Deposit Insurance Act and Section 131 of the FDIC Improvement Act of
1991 ("FDICIA"). The regulations establish five capital categories with the
following characteristics: (1) "Well capitalized" - consisting of institutions
with a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based
capital ratio of 6% or greater and a leverage ratio of 5% or greater, and the
institution is not subject to an order, written agreement, capital directive or
prompt corrective action directive; (2) "Adequately capitalized" - consisting of
institutions with a total risk-based capital ratio of 8% or greater, a Tier 1
risk-based capital ratio of 4% or greater and a leverage ratio of 4% or greater,
7
and the institution does not meet the definition of a "well capitalized"
institution; (3) "Undercapitalized" - consisting of institutions with a total
risk-based capital ratio less than 8%, a Tier 1 risk-based capital ratio of less
than 4%, or a leverage ratio of less than 4%; (4) "Significantly
undercapitalized" - consisting of institutions with a total risk-based capital
ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 3%, or a
leverage ratio of less than 3%; (5) "Critically undercapitalized" - consisting
of an institution with a ratio of tangible equity to total assets that is equal
to or less than 2%.
The regulations established procedures for classification of financial
institutions within the capital categories, filing and reviewing capital
restoration plans required under the regulations and procedures for issuance of
directives by the appropriate regulatory agency, among other matters. The
regulations impose restrictions upon all institutions to refrain from certain
actions which would cause an institution to be classified within any one of the
three "undercapitalized" categories, such as declaration of dividends or other
capital distributions or payment of management fees, if following the
distribution or payment the institution would be classified within one of the
"undercapitalized" categories. In addition, institutions which are classified in
one of the three "undercapitalized" categories are subject to certain mandatory
and discretionary supervisory actions. Mandatory supervisory actions include (1)
increased monitoring and review by the appropriate federal banking agency; (2)
implementation of a capital restoration plan; (3) total asset growth
restrictions; and (4) limitations upon acquisitions, branch expansion, and new
business activities without prior approval of the appropriate federal banking
agency. Discretionary supervisory actions may include (1) requirements to
augment capital; (2) restrictions upon affiliate transactions; (3) restrictions
upon deposit gathering activities and interest rates paid; (4) replacement of
senior executive officers and directors; (5) restrictions upon activities of the
institution and its affiliates; (6) requiring divestiture or sale of the
institution; and (7) any other supervisory action that the appropriate federal
banking agency determines is necessary to further the purposes of the
regulations. Further, the federal banking agencies may not accept a capital
restoration plan without determining, among other things, that the plan is based
on realistic assumptions and is likely to succeed in restoring the depository
institution's capital. In addition, for a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
that the institution will comply with such capital restoration plan. The
aggregate liability of the parent holding company under the guaranty is limited
to the lesser of (i) an amount equal to 5 percent of the depository
institution's total assets at the time it became undercapitalized, and (ii) the
amount that is necessary (or would have been necessary) to bring the institution
into compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it were
"significantly undercapitalized." FDICIA also restricts the solicitation and
acceptance of and interest rates payable on brokered deposits by insured
depository institutions that are not "well capitalized." An "undercapitalized"
institution is not allowed to solicit deposits by offering rates of interest
that are significantly higher than the prevailing rates of interest on insured
deposits in the particular institution's normal market areas or in the market
areas in which such deposits would otherwise be accepted.
Any financial institution which is classified as "critically
undercapitalized" must be placed in conservatorship or receivership within 90
days of such determination unless it is also determined that some other course
of action would better serve the purposes of the regulations. Critically
undercapitalized institutions are also prohibited from making (but not accruing)
any payment of principal or interest on subordinated debt without prior
regulatory approval and regulators must prohibit a critically undercapitalized
institution from taking certain other actions without prior approval, including
(1) entering into any material transaction other than in the usual course of
business, including investment expansion, acquisition, sale of assets or other
similar actions; (2) extending credit for any highly leveraged transaction; (3)
amending articles or bylaws unless required to do so to comply with any law,
regulation or order; (4) making any material change in accounting methods; (5)
engaging in certain affiliate transactions; (6) paying excessive compensation or
bonuses; and (7) paying interest on new or renewed liabilities at rates which
would increase the weighted average costs of funds beyond prevailing rates in
the institution's normal market areas.
Additional Regulations
Under the FDICIA, the federal financial institution agencies have
adopted regulations which require institutions to establish and maintain
comprehensive written real estate policies which address certain lending
considerations, including loan-to-value limits, loan administrative policies,
portfolio diversification standards, and documentation, approval and reporting
requirements. The FDICIA further generally prohibits an insured state bank from
engaging as a principal in any activity that is impermissible for a national
bank, absent FDIC determination that the activity would not pose a significant
8
risk to the Bank Insurance Fund, and that the bank is, and will continue to be,
within applicable capital standards.
The Federal Financial Institution Examination Counsel ("FFIEC")
utilizes the Uniform Financial Institutions Rating System ("UFIRS") commonly
referred to as "CAMELS" to classify and evaluate the soundness of financial
institutions. Bank examiners use the CAMELS measurements to evaluate capital
adequacy, asset quality, management, earnings, liquidity and sensitivity to
market risk. Effective January 1, 2005, bank holding companies such as the
Company, were subject to evaluation and examination under a revised bank holding
company rating system. The so-called BOPEC rating system implemented in 1979 was
primarily focused on financial condition, consolidated capital and consolidated
earnings. The new rating system reflects the change toward analysis of risk
management (as reflected in bank examination under the CAMELS measurements), in
addition to financial factors and the potential impact of nondepository
subsidiaries upon depository institution subsidiaries.
The federal financial institution agencies have established bases for
analysis and standards for assessing a financial institution's capital adequacy
in conjunction with the risk-based capital guidelines including analysis of
interest rate risk, concentrations of credit risk, risk posed by non-traditional
activities, and factors affecting overall safety and soundness. The safety and
soundness standards for insured financial institutions include analysis of (1)
internal controls, information systems and internal audit systems; (2) loan
documentation; (3) credit underwriting; (4) interest rate exposure; (5) asset
growth; (6) compensation, fees and benefits; and (7) excessive compensation for
executive officers, directors or principal shareholders which could lead to
material financial loss. If an agency determines that an institution fails to
meet any standard, the agency may require the financial institution to submit to
the agency an acceptable plan to achieve compliance with the standard. If the
agency requires submission of a compliance plan and the institution fails to
timely submit an acceptable plan or to implement an accepted plan, the agency
must require the institution to correct the deficiency. The agencies may elect
to initiate enforcement action in certain cases rather than rely on an existing
plan particularly where failure to meet one or more of the standards could
threaten the safe and sound operation of the institution.
Community Reinvestment Act ("CRA") regulations evaluate banks' lending
to low and moderate income individuals and businesses across a four-point scale
from "outstanding" to "substantial noncompliance," and are a factor in
regulatory review of applications to merge, establish new branches or form bank
holding companies. In addition, any bank rated in "substantial noncompliance"
with the CRA regulations may be subject to enforcement proceedings. In its most
recent exam for CRA compliance, American River Bank has a rating of
"satisfactory."
Limitations on Dividends
The Company's ability to pay cash dividends is subject to restrictions
set forth in the California General Corporation Law. Funds for payment of any
cash dividends by the Company would be obtained from its investments as well as
dividends and/or management fees from its subsidiaries. The payment of cash
dividends and/or management fees by American River Bank is subject to
restrictions set forth in the California Financial Code, as well as restrictions
established by the FDIC. See Item 5. "Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities" for more
information regarding cash dividends.
Competition
Competitive Data
American River Bank. At June 30, 2006, based on the most recent "Data
Book Summary of Deposits in FDIC Insured Commercial and Savings Banks" report at
that date, the competing commercial and savings banks had 186 offices in the
cities of Fair Oaks, Rancho Cordova, Roseville and Sacramento, California, where
American River Bank has its 6 Sacramento area offices, 57 offices in the cities
of Healdsburg, Santa Rosa and Windsor, California, where American River Bank has
its 3 Sonoma County offices, and 4 offices in the cities of Jackson, Pioneer and
Ione, California, where American River Bank has its 3 Amador County offices.
Additionally, American River Bank competes with thrifts and, to a lesser extent,
credit unions, finance companies and other financial service providers for
deposit and loan customers.
Larger banks may have a competitive advantage because of higher lending
limits and major advertising and marketing campaigns. They also perform
services, such as trust services, international banking, discount brokerage and
insurance services, which American River Bank is not authorized nor prepared to
offer currently. American River Bank has made arrangements with its
correspondent banks and with others to provide some of these services for its
9
customers. For borrowers requiring loans in excess of American River Bank's
legal lending limits, American River Bank has offered, and intends to offer in
the future, such loans on a participating basis with its correspondent banks and
with other community banks, retaining the portion of such loans which is within
its lending limits. As of December 31, 2006, American River Bank's aggregate
legal lending limits to a single borrower and such borrower's related parties
were $10,383,000 on an unsecured basis and $17,304,000 on a fully secured basis
based on capital and allowable reserves of $69,217,000.
American River Bank's business is concentrated in its service area,
which primarily encompasses Sacramento County, South Western Placer County,
Sonoma County, and Amador County. The economy of American River Bank's service
area is dependent upon government, manufacturing, tourism, retail sales,
agriculture, population growth and smaller service oriented businesses.
Based upon the most recent "Data Book Summary of Deposits in FDIC
Insured Commercial and Savings Banks" report dated June 30, 2006, there were 224
operating commercial and savings bank offices in Sacramento County with total
deposits of $18,751,179,000. This was an increase of $165,093,000 over the June
30, 2005 balances. American River Bank held a total of $228,640,000 in deposits,
representing approximately 1.2% of total commercial and savings banks deposits
in Sacramento County as of June 30, 2006.
Based upon the most recent "Data Book Summary of Deposits in FDIC
Insured Commercial and Savings Banks" report dated June 30, 2006, there were 108
operating commercial and savings bank offices in Placer County with total
deposits of $5,361,630,000. This was an increase of $248,479,000 over the June
30, 2005 balances. American River Bank held a total of $74,919,000 in deposits,
representing approximately 1.4% of total commercial and savings banks deposits
in Placer County as of June 30, 2006.
Based upon the most recent "Data Book Summary of Deposits in FDIC
Insured Commercial and Savings Banks" report dated June 30, 2006, there were 125
operating commercial and savings bank offices in Sonoma County with total
deposits of $9,019,195,000. This was an increase of $229,462,000 over the June
30, 2005 balances. American River Bank held a total of $68,189,000 in deposits,
representing approximately 0.8% of total commercial and savings banks deposits
in Sonoma County as of June 30, 2006.
Based upon the most recent "Data Book Summary of Deposits in FDIC
Insured Commercial and Savings Banks" report dated June 30, 2006, there were 13
operating commercial and savings bank offices in Amador County with total
deposits of $630,527,000. This was an increase of $2,768,000 over the June 30,
2005 balances. American River Bank held a total of $109,459,000 in deposits,
representing approximately 17.4% of total commercial and savings banks deposits
in Amador County as of June 30, 2006.
In 1996, pursuant to Congressional mandate, the FDIC reduced bank
deposit insurance assessment rates to a range from $0 to $0.27 per $100 of
deposits, dependent upon a bank's risk. In 2005, Congress adopted the Federal
Deposit Insurance Reform Act of 2005 (the "Reform Act"), which had the effect of
merging the Bank Insurance Fund and the Savings Association Insurance Fund into
a new Deposit Insurance Fund ("DIF"). The FDIC released final regulations under
the Reform Act on November 2, 2006 that established a revised risk-based deposit
insurance assessment rate system for members of the DIF to insure, among other
matters, that there will be sufficient assessment income for repayment of DIF
obligations and to further refine the differentiation of risk profiles among
institutions as a basis for assessments. Under the new assessment rate system,
the FDIC set the assessment rates that will be effective January 1, 2007 for
most institutions from $0.05 to $0.07 per $100 of insured deposits and
established a Designated Reserve Ratio ("DRR") for the DIF during 2007 of 1.25%
of insured deposits.
The new assessment rate system consolidates the nine categories of the
prior assessment system into four categories (Risk Categories I, II, III and IV)
and three Supervisory Groups (A, B and C) based upon institution's capital
levels and supervisory ratings. Risk Category I includes all well capitalized
institutions with the highest supervisory ratings. Risk Category II includes
adequately capitalized institutions that are assigned to Supervisory Groups A
and B. Risk Category III includes all undercapitalized institutions that are
assigned to Supervisory Groups A and B and institutions assigned to Supervisory
Group C that are not undercapitalized but have a low supervisory rating. Risk
Category IV includes all undercapitalized institutions that are assigned to
Supervisory Group C. At June 30, 2006, Risk Category I would have included
approximately 95% of all insured institutions.
Based upon the current risk-based assessment rate schedule, American
River Bank's current capital ratios and levels of deposits, American River Bank
does not anticipate a significant increase in operating expenses due to changes
in the assessment rate applicable to it during 2007 from that in 2006.
10
General Competitive Factors
In order to compete with the major financial institutions in their
primary service areas, American River Bank uses to the fullest extent possible
the flexibility which is accorded by their community banks status. This includes
an emphasis on specialized services, local promotional activity, and personal
contacts by their respective officers, directors and employees. They also seek
to provide special services and programs for individuals in their primary
service area who are employed in the agricultural, professional and business
fields, such as loans for equipment, furniture, tools of the trade or expansion
of practices or businesses. In the event there are customers whose loan demands
exceed their respective lending limits, they seek to arrange for such loans on a
participation basis with other financial institutions. They also assist those
customers requiring services not offered by either bank to obtain such services
from correspondent banks.
Commercial banks compete with savings and loan associations, credit
unions, other financial institutions and other entities for funds. For instance,
yields on corporate and government debt securities and other commercial paper
affect the ability of commercial banks to attract and hold deposits. Commercial
banks also compete for loans with savings and loan associations, credit unions,
consumer finance companies, mortgage companies and other lending institutions.
Banking is a business that depends on interest rate differentials. In
general, the difference between the interest rate paid by a bank to obtain their
deposits and other borrowings and the interest rate received by a bank on loans
extended to customers and on securities held in a bank's portfolio comprise the
major portion of a bank's revenues.
The interest rate differentials of a bank, and therefore their
revenues, are affected not only by general economic conditions, both domestic
and foreign, but also by the monetary and fiscal policies of the United States
as set by statutes and as implemented by federal agencies, particularly the
Federal Reserve Board. The Federal Reserve Board can and does implement national
monetary policy, such as seeking to curb inflation and combat recession, by its
open market operations in United States government securities, adjustments in
the amount of interest free reserves that banks and other financial institutions
are required to maintain, and adjustments to the discount rates applicable to
borrowing by banks from the Federal Reserve Board. These activities influence
the growth of bank loans, investments and deposits and also affect interest
rates charged on loans and paid on deposits. The nature and timing of any future
changes in monetary policies and their impact on American River Bank is not
predictable.
Impact of Legislative and Regulatory Proposals
Since 1996, California law implementing certain provisions of prior
federal law has (1) permitted interstate merger transactions; (2) prohibited
interstate branching through the acquisition of a branch business unit located
in California without acquisition of the whole business unit of the California
bank; and (3) prohibited interstate branching through de novo establishment of
California branch offices. Initial entry into California by an out-of-state
institution must be accomplished by acquisition of or merger with an existing
whole bank which has been in existence for at least five years.
The federal financial institution agencies, especially the Board of
Governors, have taken steps to increase the types of activities in which bank
holding companies can engage, and to make it easier to engage in such
activities.
In 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was signed into
law. The GLB Act eliminates most of the remaining depression-era "firewalls"
between banks, securities firms and insurance companies which was established by
The Banking Act of 1933, also known as the Glass-Steagall Act
("Glass-Steagall"). Glass-Steagall sought to insulate banks as depository
institutions from the perceived risks of securities dealing and underwriting,
and related activities. The GLB Act repealed Section 20 of Glass-Steagall which
prohibited banks from affiliating with securities firms. Bank holding companies
that can qualify as "financial holding companies" can now acquire securities
firms or create them as subsidiaries, and securities firms can now acquire banks
or start banking activities through a financial holding company. The GLB Act
includes provisions which permit national banks to conduct financial activities
through a subsidiary that are permissible for a national bank to engage in
directly, as well as certain activities authorized by statute, or that are
financial in nature or incidental to financial activities to the same extent as
permitted to a "financial holding company" or its affiliates. This
liberalization of United States banking and financial services regulation
applies both to domestic institutions and foreign institutions conducting
business in the United States. Consequently, the common ownership of banks,
securities firms and insurance firms is now possible, as is the conduct of
commercial banking, merchant banking, investment management, securities
11
underwriting and insurance within a single financial institution using a
"financial holding company" structure authorized by the GLB Act.
Prior to the GLB Act, significant restrictions existed on the
affiliation of banks with securities firms and on the direct conduct by banks of
securities dealing and underwriting and related securities activities. Banks
were also (with minor exceptions) prohibited from engaging in insurance
activities or affiliating with insurers. The GLB Act removed these restrictions
and substantially eliminated the prohibitions under the Bank Holding Company Act
on affiliations between banks and insurance companies. Bank holding companies
which qualify as financial holding companies can now insure, guarantee, or
indemnify against loss, harm, damage, illness, disability, or death; issue
annuities; and act as a principal, agent, or broker regarding such insurance
services.
In order for a commercial bank to affiliate with a securities firm or
an insurance company pursuant to the GLB Act, its bank holding company must
qualify as a financial holding company. A bank holding company will qualify if
(i) its banking subsidiaries are "well capitalized" and "well managed" and (ii)
it files with the Board of Governors a certification to such effect and a
declaration that it elects to become a financial holding company. The amendment
of the Bank Holding Company Act now permits financial holding companies to
engage in activities, and acquire companies engaged in activities, that are
financial in nature or incidental to such financial activities. Financial
holding companies are also permitted to engage in activities that are
complementary to financial activities if the Board of Governors determines that
the activity does not pose a substantial risk to the safety or soundness of
depository institutions or the financial system in general. These standards
expand upon the list of activities "closely related to banking" which have to
date defined the permissible activities of bank holding companies under the Bank
Holding Company Act.
One further effect of the GLB Act is to require that federal financial
institution and securities regulatory agencies prescribe regulations to
implement the policy that financial institutions must respect the privacy of
their customers and protect the security and confidentiality of customers'
non-public personal information. These regulations require, in general, that
financial institutions (1) may not disclose non-public personal information of
customers to non-affiliated third parties without notice to their customers, who
must have the opportunity to direct that such information not be disclosed; (2)
may not disclose customer account numbers except to consumer reporting agencies;
and (3) must give prior disclosure of their privacy policies before establishing
new customer relationships.
Neither American River Bankshares or American River Bank have
determined whether or when they may seek to acquire and exercise powers or
activities under the GLB Act, and the extent to which competition will change
among financial institutions affected by the GLB Act has not yet become clear.
On October 26, 2001, President Bush signed the USA Patriot Act (the
"Patriot Act"), which includes provisions pertaining to domestic security,
surveillance procedures, border protection, and terrorism laws to be
administered by the Secretary of the Treasury. Title III of the Patriot Act
entitled, "International Money Laundering Abatement and Anti-Terrorist Financing
Act of 2001" includes amendments to the Bank Secrecy Act which expand the
responsibilities of financial institutions in regard to anti-money laundering
activities with particular emphasis upon international money laundering and
terrorism financing activities through designated correspondent and private
banking accounts.
Effective December 25, 2001, Section 313(a) of the Patriot Act
prohibits any insured financial institution such as American River Bank, from
providing correspondent accounts to foreign banks which do not have a physical
presence in any country (designated as "shell banks"), subject to certain
exceptions for regulated affiliates of foreign banks. Section 313(a) also
requires financial institutions to take reasonable steps to ensure that foreign
bank correspondent accounts are not being used to indirectly provide banking
services to foreign shell banks, and Section 319(b) requires financial
institutions to maintain records of the owners and agent for service of process
of any such foreign banks with whom correspondent accounts have been
established.
Effective July 23, 2002, Section 312 of the Patriot Act created a
requirement for special due diligence for correspondent accounts and private
banking accounts. Under Section 312, each financial institution that
establishes, maintains, administers, or manages a private banking account or a
correspondent account in the United States for a non-United States person,
including a foreign individual visiting the United States, or a representative
of a non-United States person shall establish appropriate, specific, and, where
necessary, enhanced, due diligence policies, procedures, and controls that are
reasonably designed to detect and record instances of money laundering through
those accounts.
12
The Patriot Act contains various provisions in addition to Sections
313(a) and 312 that affect the operations of financial institutions by
encouraging cooperation among financial institutions, regulatory authorities and
law enforcement authorities with respect to individuals, entities and
organizations engaged in, or reasonably suspected of engaging in, terrorist acts
or money laundering activities. The Company and American River Bank are not
currently aware of any account relationships between American River Bank and any
foreign bank or other person or entity as described above under Sections 313(a)
or 312 of the Patriot Act.
Certain surveillance provisions of the Patriot Act were scheduled to
expire on December 31, 2005, and actions to restrict the use of the Patriot Act
surveillance provisions were filed by the ACLU and other organizations. On March
2, 2006, after temporary extensions of the Patriot Act, Congress passed the "USA
Patriot Act Improvement and Reauthorization Act of 2005," which reauthorized all
expiring provisions of the Patriot Act by making permanent 14 of the 16
provisions and imposed a four-year expiration date in 2009 on the other two
provisions related to "roving surveillance" and production of business records.
The effects which the Patriot Act and any additional legislation
enacted by Congress may have upon financial institutions is uncertain; however,
such legislation could increase compliance costs and thereby potentially may
have an adverse effect upon the Company's results of operations.
On July 30, 2002, President George W. Bush signed into law the
Sarbanes-Oxley Act of 2002 (the "Act") which responds to recent issues in
corporate governance and accountability. Among other matters, key provisions of
the Act and rules promulgated by the SEC pursuant to the Act include the
following:
o Expanded oversight of the accounting profession by creating a
new independent public company oversight board to be monitored
by the SEC.
o Revised rules on auditor independence to restrict the nature
of non-audit services provided to audit clients and to require
such services to be pre-approved by the audit committee.
o Improved corporate responsibility through mandatory listing
standards relating to audit committees, certifications of
periodic reports by the CEO and CFO and making issuer
interference with an audit a crime.
o Enhanced financial disclosures, including periodic reviews for
largest issuers and real time disclosure of material company
information.
o Enhanced criminal penalties for a broad array of white collar
crimes and increases in the statute of limitations for
securities fraud lawsuits.
o Disclosure of whether a company has adopted a code of ethics
that applies to the company's principal executive officer,
principal financial officer, principal accounting officer or
controller, or persons performing similar functions, and
disclosure of any amendments or waivers to such code of
ethics.
o Disclosure of whether a company's audit committee of its board
of directors has a member of the audit committee who qualifies
as an "audit committee financial expert."
o A prohibition on insider trading during pension plan black-out
periods.
o Disclosure of off-balance sheet transactions.
o A prohibition on personal loans to directors and officers.
o Conditions on the use of non-GAAP (generally accepted
accounting principles) financial measures.
o Standards on professional conduct for attorneys requiring
attorneys having an attorney-client relationship with a
company, among other matters, to report "up the ladder" to the
audit committee, another board committee or the entire board
of directors certain material violations.
o Expedited filing requirements for Form 4 reports of changes in
beneficial ownership of securities reducing the filing
deadline to within 2 business days of the date a transaction
triggers an obligation to report.
o Accelerated filing requirements for Forms 10-K and 10-Q by
public companies which qualify as "accelerated filers" to a
phased-in reduction of the filing deadline for Form 10-K
reports and Form 10-Q reports.
o Disclosure concerning website access to reports on Forms 10-K,
10-Q and 8-K, and any amendments to those reports, by
"accelerated filers" as soon as reasonably practicable after
such reports and material are filed with or furnished to the
Securities and Exchange Commission.
o Rules requiring national securities exchanges and national
securities associations to prohibit the listing of any
security whose issuer does not meet audit committee standards
established pursuant to the Act.
13
The Company's securities are listed on the Nasdaq Global Select Market.
Consequently, in addition to the rules promulgated by the Securities and
Exchange Commission pursuant to the Act, the Company must also comply with the
listing standards applicable to Nasdaq listed companies. The Nasdaq listing
standards applicable to the Company include standards related to (i) director
independence, (ii) executive session meetings of the board, (iii) requirements
for audit, nominating and compensation committee charters, membership
qualifications and procedures, (iv) shareholder approval of equity compensation
arrangements, and (v) code of conduct requirements that comply with the code of
ethics under the Act.
The effect of the Act upon the Company is uncertain; however, the
Company has incurred and it is anticipated that it will continue to incur
increased costs to comply with the Act and the rules and regulations promulgated
pursuant to the Act by the Securities and Exchange Commission, Nasdaq and other
regulatory agencies having jurisdiction over the Company or the issuance and
listing of its securities. The Company does not currently anticipate, however,
that compliance with the Act and such rules and regulations will have a material
adverse effect upon its financial position or results of its operations or its
cash flows.
Effective January 1, 2003, the California Corporate Disclosure Act (the
"CCD Act") required publicly traded corporations incorporated or qualified to do
business in California to disclose information about their past history,
auditors, directors and officers. Effective September 28, 2004, the CCD Act, as
currently in effect and codified at California Corporations Code Section 1502.1,
requires the Company to file with the California Secretary of State and disclose
within 150 days after the end of its fiscal year certain information including
the following:
o The name of the a company's independent auditor and a
description of services, if any, performed for a company
during the previous two fiscal years and the period from the
end of the most recent fiscal year to the date of filing;
o The annual compensation paid to each director and the five
most highly compensated non-director executive officers
(including the CEO) during the most recent fiscal year,
including all plan and non-plan compensation for all services
rendered to a company as specified in Item 402 of Regulation
S-K such as grants, awards or issuance of stock, stock options
and similar equity-based compensation;
o A description of any loans made to a director at a
"preferential" loan rate during the company's two most recent
fiscal years, including the amount and terms of the loans;
o Whether any bankruptcy was filed by a company or any of its
directors or executive officers within the previous 10 years;
o Whether any director or executive officer of a company has
been convicted of fraud during the previous 10 years; and
o A description of any material pending legal proceedings other
than ordinary routine litigation as specified in Item 103 of
Regulation S-K and a description of such litigation where the
company was found legally liable by a final judgment or order.
The Company does not currently anticipate that compliance with the CCD
Act will have a material adverse effect upon its financial position or results
of its operations or its cash flows.
The Check Clearing for the 21st Century Act (commonly referred to as
"Check 21") was signed into law in 2003 and became effective on October 28,
2004. The law facilitates check truncation by creating a new negotiable
instrument called a "substitute check" which permits banks to truncate original
checks, to process check information electronically and to deliver "substitute
checks" to banks that want to continue receiving paper checks. Check 21 is
intended to reduce the dependence of the check payment system on physical
transportation networks (which can be disrupted by terrorist attacks of the type
which occurred on September 11, 2001) and to streamline the collection and
return process. The law does not require banks to accept checks in electronic
form nor does it require banks to use the new authority granted by the Act to
create "substitute checks." The Company does not currently anticipate that
compliance with the Act will have a material effect upon its financial position
or results of its operations or its cash flows.
In addition to legislative changes, the various Federal and state
financial institution regulatory agencies frequently propose rules and
regulations to implement and enforce already existing legislation. It cannot be
predicted whether or in what form any such rules or regulations will be enacted
or the effect that such regulations may have on American River Bankshares or
American River Bank.
14
Item 1A. Risk Factors.
The Company and its subsidiary, American River Bank, conduct business
in an environment that includes certain risks described below which could have a
material adverse effect on the Company's business, results of operations,
financial condition, future prospects and stock price. You are also referred to
the matters described under the heading "Cautionary Statements Regarding
Forward-Looking Statements," in Part I, Item 1 and Part II, Item 7 of this
report on Form 10-K for additional information regarding factors that may affect
the Company's business.
o American River Bankshares' business is subject to interest rate risk,
and variations in interest rates may negatively affect its financial
performance.
Changes in the interest rate environment may reduce the Company's net
interest income. It is expected that the Company will continue to realize income
from the differential or "spread" between the interest earned on loans,
securities and other interest-earning assets, and interest paid on deposits,
borrowings and other interest-bearing liabilities. Net interest spreads are
affected by the difference between the maturities and repricing characteristics
of interest-earning assets and interest-bearing liabilities. In addition, loan
volume and yields are affected by market interest rates on loans, and rising
interest rates generally are associated with a lower volume of loan
originations. We cannot assure you that we can minimize the Company's interest
rate risk. In addition, an increase in the general level of interest rates may
adversely affect the ability of certain borrowers to pay the interest on and
principal of their obligations. Accordingly, changes in levels of market
interest rates could materially and adversely affect the Company's net interest
spread, asset quality, loan origination volume and overall profitability.
o American River Bankshares' subsidiary, American River Bank, faces
strong competition from financial service companies and other companies
that offer banking services, which can hurt American River Bankshares'
business.
The Company's subsidiary, American River Bank, conducts banking
operations principally in Northern California. Increased competition in American
River Bank's market may result in reduced loans and deposits. Ultimately, it may
not be able to compete successfully against current and future competitors. Many
competitors offer the banking services that are offered by American River Bank
in its service area. These competitors include national and super-regional
banks, finance companies, investment banking and brokerage firms, credit unions,
government-assisted farm credit programs, other community banks and
technology-oriented financial institutions offering online services. In
particular, American River Bank's competitors include several major financial
companies whose greater resources may afford them a marketplace advantage by
enabling them to maintain numerous banking locations and mount extensive
promotional and advertising campaigns. Additionally, banks and other financial
institutions with larger capitalization and financial intermediaries not subject
to bank regulatory restrictions have larger lending limits and are thereby able
to serve the credit needs of larger customers. Areas of competition include
interest rates for loans and deposits, efforts to obtain deposits, and range and
quality of products and services provided, including new technology-driven
products and services. Technological innovation continues to contribute to
greater competition in domestic and international financial services markets as
technological advances, such as Internet-based banking services that cross
traditional geographic bounds, enable more companies to provide financial
services. If American River Bank is unable to attract and retain banking
customers, it may be unable to continue its loan growth and level of deposits,
which may adversely affect its and the Company's results of operations,
financial condition and future prospects.
o Changes in economic conditions could result in an economic downturn in
Northern California which could adversely affect American River
Bankshares' business.
The Company's business is directly affected by factors such as
economic, political and market conditions, broad trends in industry and finance,
legislative and regulatory changes, changes in government monetary and fiscal
policies and inflation, all of which are beyond the Company's control. A
deterioration in economic conditions locally, regionally or nationally including
as the result of terrorist activities within and outside California could result
in an economic downturn in Northern California and trigger the following
consequences, any of which could adversely affect the Company's business:
o loan delinquencies and defaults may increase;
15
o problem assets and foreclosures may increase;
o demand for the Company's products and services may decline;
o low cost or non-interest bearing deposits may decrease; and
o collateral for loans may decline in value, in turn reducing
customers' borrowing power, and reducing the value of assets
and collateral as sources of repayment of existing loans.
o American River Bankshares has a concentration risk in real estate
related loans.
At December 31, 2006, approximately 71.4% of the Company's loan and
lease portfolio consisted of real estate related loans. Substantially all of the
Company's real property collateral is located in its operating markets in
Northern California. A substantial decline in real estate values in the
Company's primary market areas could occur as a result of an economic downturn,
or other events including natural disasters such as earthquakes, fires, and
floods. Such a decline in values could have an adverse impact on the Company by
limiting repayment of defaulted loans through sale of the real estate collateral
and by likely increasing the number of defaulted loans to the extent that the
financial condition of its borrowers is adversely affected by such a decline in
values. Those events could necessitate a significant increase in the provision
for loan and lease losses which could adversely affect the Company's results of
operations, financial condition, and future prospects.
o American River Bankshares is subject to extensive regulation, which
could adversely affect its business.
The Company's operations are subject to extensive regulation by state
and local governmental authorities and are subject to various laws and judicial
and administrative decisions imposing requirements and restrictions on part or
all of its operations. The Company believes that it is in substantial compliance
in all material respects with laws, rules and regulations applicable to the
conduct of its business. Because the Company's business is highly regulated, the
laws, rules and regulations applicable to it are subject to regular modification
and change. There can be no assurance that these laws, rules and regulations, or
any other laws, rules or regulations, will not be adopted in the future, which
could make compliance much more difficult or expensive, restrict the Company's
ability to originate, broker or sell loans, further limit or restrict the amount
of commissions, interest or other charges earned on loans originated or sold by
the Company, or otherwise adversely affect the Company's results of operations,
financial condition, or future prospects.
o American River Bank's allowance for loan and lease losses may not be
adequate to cover actual losses.
Like all financial institutions, American River Bank maintains an
allowance for loan and lease losses to provide for loan defaults and
non-performance, but its allowance for loan and lease losses may not be adequate
to cover actual loan and lease losses. In addition, future provisions for loan
and lease losses could materially and adversely affect American River Bank's and
therefore the Company's operating results. American River Bank's allowance for
loan and lease losses is based on prior experience, as well as an evaluation of
the risks in the current portfolio. The amount of future losses is susceptible
to changes in economic, operating and other conditions, including changes in
interest rates that may be beyond American River Bank's control, and these
losses may exceed current estimates. Federal regulatory agencies, as an integral
part of their examination process, review American River Bank's loans and leases
and allowance for loan and lease losses. Although we believe that American River
Bank's allowance for loan and lease losses is adequate to cover current losses,
we cannot assure you that it will not further increase the allowance for loan
and lease losses or that regulators will not require it to increase this
allowance. Either of these occurrences could materially and adversely affect the
Company's earnings.
o American River Bankshares' and American River Bank's operations are
dependent upon key personnel.
The future prospects of the Company will be highly dependent on its
directors, executive officers and other key personnel. The success of the
Company will, to some extent, depend on the continued service of its directors
and continued employment of the executive officers, in addition to the Company's
ability to attract and retain experienced banking professionals to serve the
Company and the Bank in other key positions. The unexpected loss of the services
of any of these individuals could have a detrimental effect on the Company and
American River Bank.
16
o Technology implementation problems or computer system failures could
adversely affect American River Bankshares and American River Bank.
The Company's future prospects will be highly dependent on the ability
of American River Bank to implement changes in technology that affect the
delivery of banking services such as the increased demand for computer access to
bank accounts and the availability to perform banking transactions
electronically. The Bank's ability to compete will depend upon it ability to
continue to adapt technology on a timely and cost-effective basis to meet such
demands. In addition, the business and operations of the Company and the Bank
will be susceptible to adverse effects from computer failures, communication and
energy disruption, and the activities of unethical individuals with the
technological ability to cause disruptions or failures of the Bank's data
processing system.
o Information security breach or other technology difficulties could
adversely affect American River Bankshares and American River Bank.
The Company and the Bank cannot be certain that implementation of
safeguards will eliminate the risk of vulnerability to technological
difficulties or failures or ensure the absence of a breach of information
security. The Bank will rely on the services of various vendors who provide data
processing and communication services to the banking industry. Nonetheless, if
information security is compromised or other technology difficulties or failures
occur, information may be lost or misappropriated, services and operations may
be interrupted and the Company and Bank could be exposed to claims from its
customers as a result. The occurrence of any of these events could adversely
affect the Company's results of operations, financial condition, prospects, and
stock price.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company and American River Bank lease ten and own two of their
respective premises. The Company's headquarters is located at 3100 Zinfandel
Drive, Suite 450, Rancho Cordova, California. The office space is located in a
six-story office building. The location also houses a convenience office of
American River Bank that performs limited branch related transactions and
business development. The lease term is ninety-one (91) months and expires on
May 6, 2013. The premises consist of 7,378 square feet on the fourth floor of
the building. The space is leased from PGOCC, LLC.
American River Bank's main office is located at 1545 River Park Drive,
Suite 107, Sacramento, California, in a modern, five-story building which has
offstreet parking for its clients. American River Bank leases premises in the
building from EOP-Point West, LLC. The lease term is ten (10) years and expires
on March 31, 2010. The premises consist of 9,498 square feet on the ground
floor.
American River Bank leases premises at 9750 Business Park Drive,
Sacramento, California. The premises are leased from Bradshaw Plaza Group, which
is owned in part by Charles D. Fite, a director of the Company. The lease term
is ten (10) years and expires on November 30, 2016. The premises consist of
3,711 square feet on the ground floor.
American River Bank leases premises at 10123 Fair Oaks Boulevard, Fair
Oaks, California. The premises are leased from Marjorie Taylor, a former
director of the Company. The lease term is twelve (12) years and expires on
March 1, 2009. The premises consist of 2,380 square feet on the ground floor.
American River Bank leases premises at 2240 Douglas Boulevard,
Roseville, California. The premises are leased from Twin Tree Land Company. The
lease term is ten (10) years and expires on November 30, 2016. The premises
consist of 3,790 square feet on the ground floor.
American River Bank leases premises at 520 Capitol Mall, Sacramento,
California. The premises are leased from 520 Capitol Mall, Inc. The lease term
is ten (10) years and expires on June 1, 2014. The premises consist of 4,010
square feet on the ground floor.
North Coast Bank, a division of American River Bank, leases premises at
8733 Lakewood Drive, Windsor, California. The premises are leased from R. and R.
Partners. The lease term is two (2) years and expires on December 31, 2008. The
premises consist of 2,200 square feet on the ground floor.
17
North Coast Bank, a division of American River Bank, owns premises at
412 Center Street, Healdsburg, California. The premises were purchased June 1,
1993. The purchase price for the land and building was $343,849. The building
consists of 2,620 square feet. The land consists of 10,835 square feet.
North Coast Bank, a division of American River Bank, leases premises at
50 Santa Rosa Avenue, Santa Rosa, California. The premises are leased from HSG
Trust. The lease term is ten (10) years and expires on January 31, 2009. The
premises consist of 7,072 square feet on the ground floor.
Bank of Amador, a division of American River Bank, leases premises at
422 Sutter Street, Jackson, California. The premises are leased from the United
States Postal Service. The lease term is five (5) years and expires on May 31,
2011. The premises consist of 6,400 square feet on the ground floor and second
floor.
Bank of Amador, a division of American River Bank, leases land at 26675
Tiger Creek Road, Pioneer, California. The Company owns the 2,460 square foot
modular building and leases the land upon which the building is situated from
Soaring Eagle Inc. The land lease term is five (5) years and expires on May 31,
2007.
Bank of Amador, a division of American River Bank, owns premises at 66
Main Street, Ione, California. The premises were purchased April 1, 1995. The
purchase price for the land and building was $167,500. The building consists of
2,576 square feet. The land consists of 9,700 square feet.
Bank of Amador, a division of American River Bank, leases the parking
lot at 276 North Main Street, Jackson, California. The parking lot is leased
from Wilhelmina Petkovich. The lease term is three (3) years and expires on
December 31, 2007.
The leases on the premises located at 1545 River Park Drive, 9750
Business Park Drive, 50 Santa Rosa Avenue, and 3100 Zinfandel Drive, contain
options to extend for five years.
Included in the above are two facilities leased from current or former
directors of the Company at terms and conditions which management believes are
consistent with the commercial lease market.
The foregoing summary descriptions of leased premises are qualified in
their entirety by reference to the lease agreements listed as exhibits in Part
IV, Item 15 of this Form 10-K report.
Item 3. Legal Proceedings.
There are no material legal proceedings adverse to the Company and its
subsidiaries to which any director, officer, affiliate of the Company, or 5%
shareholder of the Company or its subsidiaries, or any associate of any such
director, officer, affiliate or 5% shareholder of the Company or its
subsidiaries are a party, and none of the above persons has a material interest
adverse to the Company or its subsidiaries.
From time to time, the Company and/or its subsidiaries is a party to
claims and legal proceedings arising in the ordinary course of business. The
Company's management is not aware of any material pending legal proceedings to
which either it or its subsidiaries may be a party or has recently been a party,
which will have a material adverse effect on the financial condition or results
of operations of the Company or its subsidiaries, taken as a whole.
18
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of the shareholders during
the fourth quarter of 2006.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Market Information
The Company's common stock began trading on the NASDAQ National Stock
Market ("Nasdaq") under the symbol "AMRB" on October 26, 2000. Effective July 3,
2006 the Company's common stock became listed and traded on the Nasdaq Global
Select Market. The following table shows the high and the low prices for the
common stock, for each quarter, as reported by Nasdaq. The prices have been
adjusted to reflect 5% stock dividends declared in 2006 and in 2005.
====================================================================
2006 High Low
--------------------------------------------------------------------
First quarter $ 27.62 $ 20.24
Second quarter 27.62 24.53
Third quarter 25.90 23.05
Fourth quarter 25.47 23.01
2005 High Low
--------------------------------------------------------------------
First quarter $ 21.31 $ 18.90
Second quarter 21.54 18.82
Third quarter 22.00 18.96
Fourth quarter 21.80 20.05
====================================================================
The closing price for the Company's common stock on March 6, 2007 was
$24.99.
Holders
As of March 1, 2007, there were approximately 2,963 shareholders of
record of the Company's common stock.
Dividends
The Company has paid quarterly cash dividends on its common stock since
the first quarter of 2004; prior to that, the Company paid cash dividends twice
a year since 1992. It is currently the intention of the Board of Directors of
the Company to continue payment of cash dividends on a quarterly basis. In 2006
and 2005, the Company declared cash dividends in the amount of $.58 and $.51,
respectively, per common share. The amounts have been adjusted to reflect 5%
stock dividends declared in 2006 and in 2005. There is no assurance, however,
that any dividends will be paid in the future since they are subject to
regulatory restrictions, and dependent upon earnings, financial condition and
capital requirements of the Company and its subsidiaries.
The California General Corporation Law (the "Corporation Law") provides
that a corporation may make a distribution to its shareholders if the
corporation's retained earnings equal at least the amount of the proposed
distribution. The Corporation Law further provides that, in the event that
sufficient retained earnings are not available for the proposed distribution, a
corporation may nevertheless make a distribution to its shareholders if it meets
two conditions, which generally stated are as follows: (1) the corporation's
assets equal at least 1-1/4 times its liabilities; and (2) the corporation's
current assets equal at least its current liabilities or, if the average of the
corporation's earnings before taxes on income and before interest expenses for
the two preceding fiscal years was less than the average of the corporation's
interest expenses for such fiscal years, then the corporation's current assets
must equal at least 1-1/4 times its current liabilities.
19
The Board of Governors generally prohibits a bank holding company from
declaring or paying a cash dividend which would impose undue pressure on the
capital of subsidiary banks or would be funded only through borrowing or other
arrangements that might adversely affect a bank holding company's financial
position. The Board of Governors' policy is that a bank holding company should
not continue its existing rate of cash dividends on its common stock unless its
net income is sufficient to fully fund each dividend and its prospective rate of
earnings retention appears consistent with its capital needs, asset quality and
overall financial condition.
The payment of cash dividends by American River Bank is subject to
restrictions set forth in the California Financial Code (the "Financial Code").
The Financial Code provides that a bank may not make a cash distribution to its
shareholders in excess of the lesser of (a) the bank's retained earnings; or (b)
the bank's net income for its last three fiscal years, less the amount of any
distributions made by the bank or by any majority-owned subsidiary of the bank
to the shareholders of the bank during such period. However, a bank may, with
the approval of the Commissioner, make a distribution to its shareholders in an
amount not exceeding the greater of (a) its retained earnings; (b) its net
income for its last fiscal year; or (c) its net income for its current fiscal
year. In the event that the Commissioner determines that the shareholders'
equity of a bank is inadequate or that the making of a distribution by the bank
would be unsafe or unsound, the Commissioner may order the bank to refrain from
making a proposed distribution.
The FDIC may also restrict the payment of dividends by a subsidiary
bank if such payment would be deemed unsafe or unsound or if after the payment
of such dividends, the bank would be included in one of the "undercapitalized"
categories for capital adequacy purposes pursuant to the Federal Deposit
Insurance Corporation Improvement Act of 1991.
As of December 31, 2006, American River Bank had $200,000 in retained
earnings available for dividend payments to the Company, which in turn could be
paid out to shareholders of the Company.
Stock Repurchases
On September 20, 2001, the Board of Directors of the Company authorized
a stock repurchase program which calls for the repurchase of up to five percent
(5%) annually of the Company's outstanding shares of common stock. Each year the
Company may repurchase up to 5% of the shares outstanding (adjusted for stock
splits or stock dividends). The 24,087 shares reported in the table as shares
that may be repurchased under the plan represent shares eligible for the
calendar year 2006. The repurchases are to be made from time to time in the open
market as conditions allow and will be structured to comply with Commission Rule
10b-18. Management reports monthly to the Board of Directors on the status of
the repurchase program. The Board of Directors has reserved the right to
suspend, terminate, modify or cancel this repurchase program at any time for any
reason. The following table lists shares repurchased during the quarter ended
December 31, 2006 and the maximum amount available to repurchase under the
repurchase plan.
----------------------------------------------------------------------------------------------------------------------------
Period (a) (b) (c) (d)
Total Number of Average Price Total Number of Shares Maximum Number (or Approximate
Shares (or Paid Per Share (or Units) Purchased as Dollar Value) of Shares (or
Units) Purchased (or Unit) Part of Publicly Units) That May Yet Be
Announced Plans or Purchased Under the Plans or
Programs Programs
----------------------------------------------------------------------------------------------------------------------------
Month #1
October 1 through -- $ -- -- 52,587 shares
October 31, 2006
Month #2
November 1 through 26,500 $ 25.53 26,500 26,087 shares
November 30, 2006
Month #3
December 1 through 2,000 $ 25.48 2,000 24,087 shares
December 31, 2006
----------------------------------------------------------------------------------------------------------------------------
Total 28,500 $ 25.53 28,500
----------------------------------------------------------------------------------------------------------------------------
During 2006, the Company repurchased 271,573 shares; in 2005, the
Company repurchased 84,341 shares; in 2004, the Company repurchased 10,766
shares; in 2003, the Company repurchased 1,737 shares and in 2002, the Company
repurchased 75,961 shares under the repurchase plan.
20
Item 6. Selected Financial Data.
FINANCIAL SUMMARY-The following table presents certain consolidated financial
information concerning the business of the Company and its subsidiaries. This
information should be read in conjunction with the Consolidated Financial
Statements, the notes thereto, and Management's Discussion and Analysis included
in this report. All per share data has been retroactively restated to reflect
stock dividends and stock splits. In December 2004, the Company completed a
merger with Bank of Amador. The merger transaction was accounted for using the
purchase method of accounting and accordingly the results of their operations
are included in the table below.
As of and for the Years Ended December 31,
(In thousands, except per share amounts and
ratios)
2006 2005 2004 2003 2002
STATEMENT OF OPERATIONS DATA
Net interest income $ 27,066 $ 26,462 $ 19,418 $ 16,866 $ 15,073
Provision for loan and lease losses 320 322 895 946 644
Other income 2,443 2,329 2,395 2,253 2,323
Other expenses 14,388 13,493 11,713 10,372 9,389
Income before income taxes 14,801 14,976 9,205 7,801 7,363
Income taxes 5,739 5,792 3,378 3,060 2,904
Net income $ 9,062 $ 9,184 $ 5,827 $ 4,741 $ 4,459
Earnings per share - basic $ 1.56 $ 1.56 $ 1.18 $ 1.03 $ 0.97
Earnings per share - diluted 1.53 1.53 1.13 0.95 0.91
Cash dividends per share 0.58 0.51 0.40 0.26 0.20
Book value per share 11.02 10.66 10.07 7.55 6.96
Tangible book value per share 7.87 7.60 6.94 7.54 6.94
BALANCE SHEET DATA:
Balance sheet totals-end of period:
Assets $ 604,003 $ 612,763 $ 586,666 $ 397,393 $ 342,563
Loans and leases, net 382,993 365,571 352,467 262,464 229,008
Deposits 493,875 500,706 475,387 322,507 275,796
Shareholders' equity 62,371 62,746 58,990 35,457 31,726
Average balance sheet amounts:
Assets $ 603,040 $ 596,670 $ 439,012 $ 363,175 $ 309,574
Loans and leases 381,465 360,319 277,647 248,342 209,133
Earning assets 544,794 537,031 400,265 333,800 280,623
Deposits 488,026 494,905 357,420 279,883 263,323
Shareholders' equity 62,570 60,641 39,163 33,461 29,509
SELECTED RATIOS:
For the year:
Return on average equity 14.48% 15.14% 14.88% 14.17% 15.11%
Return on average assets 1.50% 1.54% 1.33% 1.31% 1.44%
Efficiency ratio * 47.11% 45.16% 53.12% 53.73% 53.43%
Net interest margin * 5.03% 4.98% 4.90% 5.10% 5.43%
Net chargeoffs to average loans & leases 0.03% 0.04% 0.08% 0.08% 0.03%
At December 31:
Average equity to average assets 10.38% 10.16% 8.92% 9.21% 9.53%
Leverage capital ratio 7.81% 7.66% 8.35% 8.96% 8.93%
Allowance for loan and leases losses to
total loans and leases 1.51% 1.53% 1.54% 1.48% 1.38%
* fully taxable equivalent
21
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following is American River Bankshares management's discussion and
analysis of the significant changes in income and expense accounts for the years
ended December 31, 2006, 2005, and 2004.
Cautionary Statements Regarding Forward-Looking Statements
Certain matters discussed or incorporated by reference in this Annual
Report on Form 10-K including, but not limited to, matters described in "Item 7
- Management's Discussion and Analysis of Financial Condition and Results of
Operations," are "forward-looking statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. Such forward-looking statements may contain
words related to future projections including, but not limited to, words such as
"believe," "expect," "anticipate," "intend," "may," "will," "should," "could,"
"would," and variations of those words and similar words that are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from those projected. Factors that could cause or contribute to such
differences include, but are not limited to, the following: (1) variances in the
actual versus projected growth in assets; (2) return on assets; (3) loan and
lease losses; (4) expenses; (5) changes in the interest rate environment
including interest rates charged on loans, earned on securities investments and
paid on deposits; (6) competition effects; (7) fee and other noninterest income
earned; (8) general economic conditions nationally, regionally, and in the
operating market areas of the Company and its subsidiaries; (9) changes in the
regulatory environment; (10) changes in business conditions and inflation; (11)
changes in securities markets; (12) data processing problems; (13) a decline in
real estate values in the Company's operating market areas; (14) the effects of
terrorism, the threat of terrorism or the impact of the current military
conflict in Iraq and the conduct of the war on terrorism by the United States
and its allies, as well as other factors. The factors set forth under "Item 1A -
Risk Factors" in this report and other cautionary statements and information set
forth in this report should be carefully considered and understood as being
applicable to all related forward-looking statements contained in this report,
when evaluating the business prospects of the Company and its subsidiaries.
Forward-looking statements are not guarantees of performance. By their
nature, they involve risks, uncertainties and assumptions. The future results
and shareholder values may differ significantly from those expressed in these
forward-looking statements. You are cautioned not to put undue reliance on any
forward-looking statement. Any such statement speaks only as of the date of this
report, and in the case of any documents that may be incorporated by reference,
as of the date of those documents. We do not undertake any obligation to update
or release any revisions to any forward-looking statements, to report any new
information, future event or other circumstances after the date of this report
or to reflect the occurrence of unanticipated events, except as required by law.
However, your attention is directed to any further disclosures made on related
subjects in our subsequent reports filed with the Securities and Exchange
Commission on Forms 10-K, 10-Q and 8-K.
Critical Accounting Policies
General
The Company's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). The financial information contained within our statements is, to a
significant extent, financial information that is based on measures of the
financial effects of transactions and events that have already occurred. We use
historical loss data, peer group experience and the economic environment as
factors, among others, in determining the inherent loss that may be present in
our loan and lease portfolio. Actual losses could differ significantly from the
historical factors that we use. Other estimates that we use are related to the
expected useful lives of our depreciable assets. In addition, GAAP itself may
change from one previously acceptable method to another method. Although the
economics of our transactions would be the same, the timing of events that would
impact our transactions could change.
Allowance for Loan and Lease Losses
The allowance for loan and lease losses is an estimate of the credit
loss risk in our loan and lease portfolio. The allowance is based on two basic
principles of accounting: (1) Statement of Financial Accounting Standards
("SFAS") No. 5 "Accounting for Contingencies," which requires that losses be
accrued when it is probable that a loss has occurred at the balance sheet date
and such loss can be reasonably estimated; and (2) SFAS No. 114, "Accounting by
22
Creditors for Impairment of a Loan," which requires that losses be accrued on
impaired loans based on the differences between the value of collateral, present
value of future cash flows or values that are observable in the secondary market
and the loan balance.
The allowance for loan and lease losses is determined based upon
estimates that can and do change when the actual risk, loss events, or changes
in other factors, occur. The analysis of the allowance uses an historical loss
view as an indicator of future losses and as a result could differ from the loss
incurred in the future. However, since our analysis of risk and loss potential
is updated regularly, the errors that might otherwise occur are mitigated. If
the allowance for loan and lease losses falls below that deemed adequate (by
reason of loan and lease growth, actual losses, the effect of changes in risk
ratings, or some combination of these factors), the Company has a strategy for
supplementing the allowance for loan and lease losses, over the short term. For
further information regarding our allowance for loan and lease losses, see
"Allowance for Loan and Lease Losses Activity" discussion later in this Item 7.
Stock-Based Compensation
The Company previously accounted for its stock-based compensation under
the recognition and measurement principles of Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. Because the Company's 2000 Stock Option Plan provides for the
issuance of options at a price of no less than the fair market value at the date
of the grant, no compensation expense was recognized in the financial statements
unless the options were modified after the grant date.
In December 2004, the Financial Accounting Standards Board issued
Statement Number 123 (revised 2004) ("FAS 123 (R)"), Share-Based Payments. FAS
123 (R) requires all entities to recognize compensation expense in an amount
equal to the fair value of share-based payments such as stock options granted to
employees. The Company adopted FAS 123 (R) on a modified prospective method,
beginning on January 1, 2006. Under this method, the Company is required to
record compensation expense (as previous awards continue to vest) for the
unvested portion of previously granted awards that remain outstanding at the
date of adoption. As a result of adopting Statement 123(R) on January 1, 2006,
the Company's income before provision for income taxes and net income for the
year ended December 31, 2006, was $221,000 and $184,000 lower, respectively,
than if it had continued to account for share-based compensation under APB
Opinion No. 25. Diluted earnings per share and basic earnings per share for the
year ended December 31, 2006 would have increased $0.04 and $0.03, respectively,
had the Company continued to account for share-based compensation under APB
Opinion No. 25.
The fair value of each option is estimated on the date of grant and
amortized over the service period using an option pricing model. Critical
assumptions that affect the estimated fair value of each option include expected
stock price volatility, dividend yields, option life and the risk-free interest
rate.
Goodwill
Business combinations involving the Company's acquisition of the equity
interests or net assets of another enterprise or the assumption of net
liabilities in an acquisition of branches constituting a business may give rise
to goodwill. Goodwill represents the excess of the cost of an acquired entity
over the net of the amounts assigned to assets acquired and liabilities assumed
in transactions accounted for under the purchase method of accounting. The value
of goodwill is ultimately derived from the Company's ability to generate net
earnings after the acquisition. A decline in net earnings could be indicative of
a decline in the fair value of goodwill and result in impairment. For that
reason, goodwill is assessed for impairment at a reporting unit level at least
annually following the year of acquisition. The Company performed an evaluation
of the goodwill, recorded as a result of the Bank of Amador acquisition, during
the fourth quarter of 2006 and determined that there was no impairment. While
the Company believes all assumptions utilized in its assessment of goodwill for
impairment are reasonable and appropriate, changes in earnings, the effective
tax rate, historical earnings multiples and the cost of capital could all cause
different results for the calculation of the present value of future cash flows.
23
Overview
The Company recorded its 92nd consecutive profitable quarter for the
quarter ended December 31, 2006. Net income in 2006 decreased 1.3% to $9,062,000
versus $9,184,000 in 2005. Diluted earnings per share for 2006 and 2005 were
identical--$1.53. For 2006, the Company realized a return on average equity of
14.48% and a return on average assets of 1.50%, as compared to 15.14% and 1.54%
for 2005.
Net income for 2005 was $3,357,000 (57.6%) higher than the $5,827,000
recorded in 2004. Diluted earnings per share in 2004 were $1.13, return on
average assets was 1.33% and return on average equity was 14.88%. During
December of 2004, the Company completed a merger with Bank of Amador, therefore,
2005 includes the first full year of results from Bank of Amador.
All share and per share data for 2006, 2005 and 2004 have been adjusted
for 5% stock dividends distributed on December 22, 2006, December 23, 2005 and
January 28, 2005.
Table One below provides a summary of the components of net income for the years
indicated:
Table One: Components of Net Income
--------------------------------------------------------------------------------
For the twelve months ended:
(In thousands, except percentages) 2006 2005 2004
---------- ---------- ----------
Net interest income* $ 27,396 $ 26,767 $ 19,602
Provision for loan and lease losses (320) (322) (895)
Noninterest income 2,443 2,329 2,395
Noninterest expense (14,388) (13,493) (11,713)
Provision for income taxes (5,739) (5,792) (3,378)
Tax equivalent adjustment (330) (305) (184)
---------- ---------- ----------
Net income $ 9,062 $ 9,184 $ 5,827
========== ========== ==========
================================================================================
Average total assets $ 603,040 $ 596,670 $ 439,012
Net income as a percentage
of average total assets 1.50% 1.54% 1.33%
--------------------------------------------------------------------------------
* Fully taxable equivalent basis (FTE)
During 2006, total assets of the Company decreased $8,760,000 (1.4%) to
a total of $604,003,000 at year-end. At December 31, 2006, net loans totaled
$382,993,000, up $17,422,000 (4.8%) from the ending balances on December 31,
2005. Deposits decreased 1.4% during 2006 resulting in ending deposit balances
of $493,875,000. The Company ended 2006 with a Tier 1 capital ratio of 10.3% and
a total risk-based capital ratio of 11.6%.
Results of Operations
Net Interest Income and Net Interest Margin
Net interest income represents the excess of interest and fees earned
on interest earning assets (loans, securities, federal funds sold and
investments in time deposits) over the interest paid on deposits and borrowed
funds. Net interest margin is net interest income expressed as a percentage of
average earning assets.
The Company's fully taxable equivalent net interest margin was 5.03% in
2006 and 4.98% in 2005. The fully taxable equivalent net interest margin in
dollars was up $629,000 (2.3%) in 2006 over 2005.
The fully taxable equivalent interest income component increased from
$33,518,000 in 2005 to $38,284,000 in 2006, representing a 14.2% increase. The
increase in the fully taxable equivalent interest income for 2006 compared to
the same period in 2005 is broken down by rate (up $3,681,000) and volume (up
$1,085,000). The rate increase can be attributed to increases implemented by the
Company during 2004 and 2005 and continuing through the end of 2006 in response
to the Federal Reserve Board (the "FRB") increases in the Federal funds and
Discount rates. Increases by the FRB have resulted in seventeen 25 basis point
increases since June 2004. The overall increasing interest rate environment
since June 2004 has resulted in a 79 basis point increase in the yield on
average earning assets from 6.24% for 2005 to 7.03% for 2006. The volume
24
increase was the result of a 1.5% increase in average earning assets and a shift
in balances from lower earning investment balance to higher earning loan
balances. Average loan balances were up $21,146,000 (5.9%) in 2006 over the
balances in 2005, while average investment securities balances were down
$10,066,000 (6.0%). The increase in average loans is the result of concentrated
focus on business lending, the demand for commercial real estate and the effects
of a favorable local market.
The fully taxable equivalent interest income component increased from
$22,820,000 in 2004 to $33,518,000 in 2005, representing a 46.9% increase. The
increase in the fully taxable equivalent interest income for 2005 compared to
the same period in 2004 is broken down by rate (up $3,036,000) and volume (up
$7,662,000). The rate increase can be attributed to increases implemented by the
Company during 2004 and 2005 in response to the FRB increases in the Federal
funds and Discount rates. Increases by the FRB resulted in thirteen 25 basis
point increases from June 2004 to December 31, 2005. The overall increasing
interest rate environment over that same time period resulted in a 54 basis
point increase in the yield on average earning assets from 5.70% for 2004 to
6.24% for 2005. The volume increase was the result of a 34.2% increase in
average earning assets. Average loan balances were up $82,672,000 (29.8%) in
2005 over the balances in 2004, while average investment securities balances
were up $53,499,000 (46.7%). The increase in average loans and investments is
the result of the Bank of Amador acquisition that was completed in December
2004, and a concentrated focus on business lending, the demand for commercial
real estate and the effects of a favorable local market.
Interest expense increased $4,137,000 (61.3%) in 2006 compared to 2005.
The increase in rates paid on interest bearing liabilities resulted in an
increase of $3,561,000 in interest expense. The rates paid on interest bearing
liabilities increased 107 basis points on a year-over-year basis and was a
result of the higher overall interest rate environment as well as an increase in
higher cost other borrowings. The increase in other borrowings is primarily the
result of a decline in deposit balances--both interest bearing and noninterest
bearing. The decline in deposit balances is primarily related to an increase in
the number of financial institutions in the Sacramento market. In addition, the
Company has seen a decline in the deposit balances in a number of its business
accounts as a result of these businesses paying down debt and/or investing in
real estate or business inventory. Although these balances declined the customer
relationships were maintained and the decreasing deposit balances were replaced
with funds from other borrowing sources. The average balances on interest
bearing liabilities were $5,226,000 (1.4%) higher in 2006 versus 2005. The
higher balances accounted for a $576,000 increase in interest expense. In 2006,
average deposits were down $6,879,000 (1.4%) and other borrowings were up
$11,687,000 (33.4%)
Interest expense increased $3,533,000 (109.8%) in 2005 compared to
2004. The average balances on interest bearing liabilities were $91,680,000
(32.5%) higher in 2005 versus 2004. The higher balances accounted for a
$1,028,000 increase in interest expense. The higher balances were due to the
Bank of Amador acquisition and internal growth of average interest bearing
deposits. The increase in rates paid on interest bearing liabilities resulted in
an increase of $2,505,000 in interest expense. The rates paid on interest
bearing liabilities increased 67 basis points on a year-over-year basis and was
a result of the higher interest rate environment.
Table Two, Analysis of Net Interest Margin on Earning Assets, and Table
Three, Analysis of Volume and Rate Changes on Net Interest Income and Expenses,
are provided to enable the reader to understand the components and past trends
of the Company's interest income and expenses. Table Two provides an analysis of
net interest margin on earning assets setting forth average assets, liabilities
and shareholders' equity; interest income earned and interest expense paid and
average rates earned and paid; and the net interest margin on earning assets.
Table Three sets forth a summary of the changes in interest income and interest
expense from changes in average asset and liability balances (volume) and
changes in average interest rates.
25
Table Two: Analysis of Net Interest Margin on Earning Assets
---------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 2006 2005 2004
-------------------------------- -------------------------------- --------------------------------
(Taxable
Equivalent Basis) Avg Avg Avg Avg Avg Avg
(In thousands, except Balance Interest Yield Balance Interest Yield Balance Interest Yield
percentages) --------- --------- ------- --------- --------- ------- --------- --------- -------
Assets:
Earning assets
Loans and leases (1) $ 381,465 $ 31,082 8.15% $ 360,319 $ 26,536 7.36% $ 277,647 $ 18,115 6.52%
Taxable investment
securities 129,608 5,545 4.28% 141,855 5,436 3.83% 101,728 3,751 3.69%
Tax-exempt investment
securities (2) 27,886 1,355 4.86% 25,705 1,228 4.78% 12,324 713 5.79%
Corporate stock 559 42 7.51% 559 40 7.16% 568 40 7.04%
Federal funds sold 359 19 5.29% 2,826 90 3.18% 2,711 67 2.47%
Investments in time
Deposits 4,917 241 4.90% 5,767 188 3.26% 5,287 134 2.53%
--------- --------- --------- --------- --------- ---------
Total earning assets 544,794 38,284 7.03% 537,031 33,518 6.24% 400,265 22,820 5.70%
--------- --------- ---------
Cash & due from banks 28,401 29,566 30,263
Other assets 35,708 35,760 12,836
Allowance for loan &
lease losses (5,863) (5,687) (4,352)
--------- --------- ---------
$ 603,040 $ 596,670 $ 439,012
========= ========= =========
Liabilities & Shareholders' Equity:
Interest bearing
liabilities:
NOW & MMDA $ 168,128 3,204 1.91% $ 185,634 2,247 1.21% $ 146,041 1,099 0.75%
Savings 34,911 242 0.69% 39,102 150 0.38% 24,527 56 0.23%
Time deposits 128,955 5,231 4.06% 113,719 3,249 2.86% 72,987 1,356 1.86%
Other borrowings 46,690 2,211 4.74% 35,003 1,105 3.16% 38,223 707 1.85%
--------- --------- --------- --------- --------- ---------
Total interest bearing
Liabilities 378,684 10,888 2.88% 373,458 6,751 1.81% 281,778 3,218 1.14%
--------- --------- ---------
Demand deposits 156,032 156,450 113,865
Other liabilities 5,754 6,121 4,206
--------- --------- ---------
Total liabilities 540,470 536,029 399,849
Shareholders' equity 62,570 60,641 39,163
--------- --------- ---------
$ 603,040 $ 596,670 $ 439,012
========= ========= =========
Net interest income &
Margin (3) $ 27,396 5.03% $ 26,767 4.98% $ 19,602 4.90%
========= ======= ========= ======= ========= =======
(1) Loan and lease interest includes loan and lease fees of $873,000,
$1,091,000 and $741,000 in 2006, 2005 and 2004, respectively.
(2) Includes taxable-equivalent adjustments that primarily relate to income on
certain securities that is exempt from federal income taxes. The effective
federal statutory tax rate was 34.3% in 2006 and 34.0% in 2005 and 2004.
(3) Net interest margin is computed by dividing net interest income by total
average earning assets.
26
Table Three: Analysis of Volume and Rate Changes on Net Interest Income and
Expenses
-------------------------------------------------------------------------------------------------------------
Year ended December 31, 2006 over 2005 (dollars in thousands)
Increase (decrease) due to change in:
Volume Rate (4) Net Change
---------- ---------- ----------
Interest-earning assets:
Net loans and leases (1)(2) $ 1,557 $ 2,989 $ 4,546
Taxable investment securities (469) 578 109
Tax-exempt investment securities (3) 104 23 127
Corporate stock -- 2 2
Federal funds sold & other (79) 8 (71)
Investment in time deposits (28) 81 53
---------- ---------- ----------
Total 1,085 3,681 4,766
---------- ---------- ----------
Interest-bearing liabilities:
Demand deposits (212) 1,169 957
Savings deposits (16) 108 92
Time deposits 435 1,547 1,982
Other borrowings 369 737 1,106
---------- ---------- ----------
Total 576 3,561 4,137
---------- ---------- ----------
Interest differential $ 509 $ 120 $ 629
========== ========== ==========
Year Ended December 31, 2005 over 2004 (in thousands)
Increase (decrease) due to change in:
Interest-earning assets: Volume Rate (4) Net Change
---------- ---------- ----------
Net loans and leases (1)(2) $ 5,394 $ 3,027 $ 8,421
Taxable investment securities 1,480 205 1,685
Tax-exempt investment securities (3) 774 (259) 515
Corporate stock (1) 1 --
Federal funds sold & other 3 20 23
Investment in time deposits 12 42 54
---------- ---------- ----------
Total 7,662 3,036 10,698
---------- ---------- ----------
Interest-bearing liabilities:
Demand deposits 298 850 1,148
Savings deposits 33 61 94
Time deposits 757 1,136 1,893
Other borrowings (60) 458 398
---------- ---------- ----------
Total 1,028 2,505 3,533
---------- ---------- ----------
Interest differential $ 6,634 $ 531 $ 7,165
========== ========== ==========
(1) The average balance of non-accruing loans and leases is immaterial as a
percentage of total loans and leases and, as such, has been included in net
loans and leases.
(2) Loan and lease fees of $873,000, $1,091,000 and $741,000 for the years
ended December 31, 2006, 2005 and 2004, respectively, have been included in
the interest income computation.
(3) Includes taxable-equivalent adjustments that primarily relate to income on
certain securities that is exempt from federal income taxes. The effective
federal statutory tax rate was 34.3% in 2006 and 34.0% in 2005 and 2004.
(4) The rate/volume variance has been included in the rate variance.
Provision for Loan and Lease Losses
The Company provided $320,000 for loan and lease losses in 2006 as
compared to $322,000 for 2005. Net loan charge-offs for 2006 were $125,000 as
compared to $139,000 in 2005. In 2006, net loan charge-offs as a percentage of
average loans outstanding were .03% compared to .04% in 2005. In 2004, the
Company provided $895,000 for loan and lease losses and net charge-offs were
$209,000. For further information please see "Allowance for Loan and Lease
Losses Activity."
27
Service Charges and Fees and Other Income
Table Four below provides a summary of the components of noninterest
income for the periods indicated (dollars in thousands):
Table Four: Components of Noninterest Income
---------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------
2006 2005 2004
---------- ---------- ----------
Service charges on deposit accounts $ 783 $ 672 $ 551
Merchant fee income 549 509 393
Accounts receivable servicing fees 372 356 316
Bank owned life insurance 256 179 69
Income from residential lending division 192 283 187
Gain on sale of available-for-sale securities 1 48 --
Gain on life insurance death benefit -- -- 553
Other 290 282 326
---------- ---------- ----------
$ 2,443 $ 2,329 $ 2,395
========== ========== ==========
Noninterest income was up $114,000 (4.9%) to $2,443,000 in 2006 from
the 2005 level. The increase in noninterest income can be attributed to
increases in fees from service charges (up $111,000 or 16.5%), increases in fees
from merchant income (up $40,000 or 7.9%), and an increase in bank owned life
insurance. The Company experienced a decrease in residential lending fee income
(down $91,000 or 32.2%). The increase in service charges resulted from a
restructuring of the deposit service fee tables. The increase in income from
bank owned life insurance is related to the overall increase in interest rates.
The income from these instruments is interest rate driven, thus increases in
interest rates will result in higher income. The decrease in income from
residential lending is also reflective of the increase in rates--as interest
rates increase the number of refinances decreases.
Noninterest income was down $66,000 (2.8%) to $2,329,000 in 2005 from
the 2004 level. A portion of this decrease represents the tax-free net proceeds
from a life insurance policy ($553,000) the Company received in June of 2004 as
a result of the death of a former executive officer. Without the life insurance
proceeds received in 2004, noninterest income for 2005 would have shown an
increase of $487,000. The increase in noninterest income can be attributed to
increases in fees from service charges (up $121,000 or 22.0%), increases in fees
from merchant income (up $116,000 or 29.5%), and an increase in residential
lending fee income (up $96,000 or 51.3%). The increase in service charges and
merchant fee income is the direct result of an increased number of deposit and
merchant accounts, many of which can be attributed to the Bank of Amador
acquisition completed in December 2004.
Salaries and Benefits
Salaries and benefits, which include commissions, were $7,816,000 (up
$858,000 or 12.3%) for 2006 as compared to $6,958,000 in 2005. The increase is
primarily the result of market-condition salary adjustments, additional
administrative staff to address the burden of more stringent compliance and
regulatory issues, and the addition of service personnel to help achieve
strategic growth in business banking. In addition, the adoption of FAS 123(R) in
January of 2006 resulted in an increase in salaries and benefits of $134,000
during 2006. See Notes 2 and 13 to the financial statements for additional
information on FAS 123(R). At the end of 2006, the full-time equivalent staff
was 129, up 6 from the 123 at the end of 2005.
Salaries and benefits were $6,958,000 (up $910,000 or 15.0%) for 2005
as compared to $6,048,000 in 2004. The increase is primarily the result of
salaries, taxes and benefits paid to the employees of the three new offices
added as a result of the Bank of Amador acquisition which was completed in
December 2004 ($742,000) and cost of living raises, higher salary costs to
retain key employees in a competitive market, and overall higher health care
related costs. At the end of 2005, the full-time equivalent staff was 123, equal
to the 123 at the end of 2004.
28
Occupancy, Furniture and Equipment
Occupancy expense increased $155,000 (12.6%) during 2006 to $1,384,000,
up from $1,229,000 in 2005. The majority of the increase relates to normal rent
increases in the Company's leased facilities and costs associated with the
Company's new administration headquarters office lease at 3100 Zinfandel Drive,
Rancho Cordova CA, which was occupied in October 2005. The new office
contributed $126,000 to the increased occupancy expense. Furniture and equipment
expense was $812,000 in 2006 compared to $918,000 in 2005, representing a
$106,000 (11.5%) decrease. The decrease in furniture and equipment expense
relates to less amortization of technology related equipment. Although still
being used, certain equipment has reached its fully depreciated life.
Occupancy expense increased $276,000 (29.0%) during 2005 to $1,229,000,
up from $953,000 in 2004. The majority of the increase relates to the three new
offices added in Amador County ($152,000), the cost associated for a full year
related to the 2004 opening of a new banking office in Downtown Sacramento
($38,000) located at 520 Capitol Mall, Suite 100, Sacramento, CA 95814, expenses
related to the 2005 opening of a new Company headquarters ($36,000) located at
3100 Zinfandel Drive, Suite 450, Rancho Cordova, CA 95670, and annual rent
increases on the Company's leased facilities. Furniture and equipment expense
was $918,000 in 2005 compared to $752,000 in 2004, representing a $166,000
(22.1%) increase. The increase in furniture and equipment expense relates to the
three new offices added in Amador County ($166,000).
Other Expenses
Table Five below provides a summary of the components of noninterest
expense for the periods indicated (dollars in thousands):
Year Ended December 31,
-----------------------------------------
2006 2005 2004
---------- ---------- ----------
Professional fees $ 778 $ 732 $ 478
Outsourced item processing 495 489 383
Telephone and postage 411 439 280
Advertising and promotion 357 331 288
Stationery and supplies 335 303 262
Amortization of intangible assets 330 352 30
Directors' expense 311 429 518
Donations 88 82 527
Other operating expenses 1,271 1,231 1,156
---------- ---------- ----------
$ 4,376 $ 4,388 $ 3,922
========== ========== ==========
Other expenses were $4,376,000 (down $12,000 or 0.3%) for 2006 as
compared to $4,388,000 for 2005. Professional fees increased $46,000 (6.3%) and
directors' expense decreased $150,000 (35.0%). The increase in professional fees
relates to the Company's decision in 2005 to outsource our network
administration and some other IT related areas. The decrease in directors'
expense relates to no expense in 2006 from the former Gross-Up Plan (the "Plan")
as it was fully funded in 2005--the Company recorded $148,000 in expense in 2005
related to the Plan. The Plan, which was terminated in August of 2005,
compensated for the tax effects of the exercise of nonstatutory stock options.
The Plan named certain non-employee Directors as participants and applied only
to those options granted on August 25, 1995. In addition, the 2005 directors'
expense included $37,000 more in payment to retired directors that in 2006. The
2006 directors' expense also included $87,000 in stock option expense related to
FAS 123 (R), which was adopted by the Company on January 1, 2006. The overhead
efficiency ratio on a taxable equivalent basis for 2006 was 47.1% as compared to
45.2% in 2005.
Other expenses were $4,388,000 (up $466,000 or 11.9%) for 2005 as
compared to $3,922,000 for 2004. The 2004 expense included a donation of
$503,000 to establish the American River Bankshares Foundation (the
"Foundation"). Donations made to the Foundation in 2005 were $455,000 less than
in 2004. The actual increase in other expenses of $466,000 and the overall lower
donation to the Foundation of $455,000 added together represent an increase in
other expenses of $921,000. This increase can be attributed to the December 2004
acquisition of Bank of Amador and the resulting three new Amador County offices
($935,000 increase). Included in the $935,000 increase is $322,000 related to
amortization of the core deposit intangible associated with the acquisition. The
overhead efficiency ratio on a taxable equivalent basis for 2005 was 45.2% as
compared to 53.1% in 2004.
29
Provision for Taxes
The effective tax rate on income was 38.8%, 38.7% and 36.7% in 2006,
2005 and 2004, respectively. The effective tax rate was greater than the federal
statutory tax rate due to state tax expense (net of federal tax effect) of
$1,006,000, $1,033,000 and $589,000 in these years. Tax-exempt income of
$955,000, $896,000 and $533,000 from investment securities in these years helped
to reduce the effective tax rate. The 2004 effective tax rate was further
reduced by tax-exempt income of $553,000 from the proceeds from a life insurance
policy.
Balance Sheet Analysis
The Company's total assets were $604,003,000 at December 31, 2006 as
compared to $612,763,000 at December 31, 2005, representing a decrease of
$9,760,000 (1.6%). The average balances of total assets during 2006 were
$603,040,000 which represents an increase of $6,370,000 (1.1%) over the 2005
total of $596,670,000.
Investment Securities
The Company classifies its investment securities as trading, held to
maturity or available for sale. The Company's intent is to hold all securities
classified as held to maturity until maturity and management believes that it
has the ability to do so. Securities available for sale may be sold to implement
asset/liability management strategies and in response to changes in interest
rates, prepayment rates and similar factors. Table Six below summarizes the
values of the Company's investment securities held on December 31 of the years
indicated.
Table Six: Investment Securities Composition
---------------------------------------------------------------------------------------------------
(dollars in thousands)
Available-for-sale (at fair value) 2006 2005 2004
---------------------------------------------------------------------------------------------------
Debt securities:
U.S. Government agencies $ 28,123 $ 49,119 $ 46,701
Mortgage-backed securities 33,236 36,326 40,359
Obligations of states and political subdivisions
41,224 37,106 27,240
Corporate debt securities 1,003 1,014 1,114
Equity securities:
Corporate stock 623 624 627
---------------------------------------------------------------------------------------------------
Total available-for-sale investment securities $ 124,209 $ 124,189 $ 116,401
===================================================================================================
Held-to-maturity (at amortized cost)
---------------------------------------------------------------------------------------------------
Debt securities:
Mortgage-backed securities $ 44,031 $ 45,012 $ 41,203
---------------------------------------------------------------------------------------------------
Total held-to-maturity investment securities $ 44,031 $ 45,012 $ 41,203
===================================================================================================
See Table Sixteen for a breakdown of the investment securities by maturity and
the corresponding weighted average yields.
Loans and Leases
The Company concentrates its lending activities in the following
principal areas: 1) commercial; 2) commercial real estate; 3) multi-family real
estate; 4) real estate construction (both commercial and residential); 5)
residential real estate; 6) lease financing receivable; 7) agriculture; and 8)
consumer loans. At December 31, 2006, these categories accounted for
approximately 22%, 45%, 1%, 23%, 2%, 2%, 2% and 3%, respectively, of the
Company's loan portfolio. This mix was relatively unchanged compared to 21%,
42%, 1%, 28%, 1%, 2%, 2% and 3% at December 31, 2005. Continuing economic
activity in the Company's market area, new borrowers developed through the
Company's marketing efforts, and credit extensions expanded to existing
borrowers resulted in the Company originating over $218 million in new loans.
The Company reported net increases in balances for commercial ($7,888,000 or
10.1%), commercial real estate ($21,143,000 or 13.7%), and residential real
estate ($4,009,000 or 85.7%). Despite the record loan originations and the
development of new borrowers, the Company experienced a decrease in multi-family
real estate ($149,000 or 4.0%), real estate construction ($12,734,000 or 12.4%),
lease financing receivable ($1,592,000 or 20.0%), agriculture ($767,000 or
9.4%), and consumer loans ($188,000 or 1.6%) as a result of paydowns.
30
Table Seven below summarizes the composition of the loan and lease portfolio for
the past five years as of December 31.
Table Seven Loan and Lease Portfolio Composition
--------------------------------------------------------------------------------------------------------
December 31,
----------------------------------------------------------------------
(dollars in thousands) 2006 2005 2004 2003 2002
--------------------------------------------------------------------------------------------------------
Commercial $ 85,859 $ 77,971 $ 66,864 $ 57,346 $ 49,231
Real estate:
Commercial 175,643 154,500 166,263 142,249 119,977
Multi-family 3,618 3,767 2,660 5,301 7,573
Construction 90,314 103,048 90,162 37,434 32,385
Residential 8,689 4,680 5,236 1,508 1,661
Lease financing receivable 6,375 7,967 9,994 9,276 6,766
Agriculture 7,362 8,129 8,252 8,027 8,824
Consumer 11,712 11,900 9,417 5,950 6,371
--------------------------------------------------------------------------------------------------------
389,572 371,962 358,848 267,091 232,788
Deferred loan fees, net (705) (712) (885) (678) (583)
Allowance for loan and
Lease losses (5,874) (5,679) (5,496) (3,949) (3,197)
--------------------------------------------------------------------------------------------------------
Total net loans and leases $ 382,993 $ 365,571 $ 352,467 $ 262,464 $ 229,008
========================================================================================================
A significant portion of the Company's loans and leases are direct
loans and leases made to individuals and local businesses. The Company relies
substantially on local promotional activity and personal contacts by American
River Bank officers, directors and employees to compete with other financial
institutions. The Company makes loans and leases to borrowers whose applications
include a sound purpose and a viable primary repayment source, generally
supported by a secondary source of repayment.
Commercial loans consist of credit lines for operating needs, loans for
equipment purchases, working capital, and various other business loan products.
Consumer loans include a range of traditional consumer loan products such as
personal lines of credit and loans to finance purchases of autos, boats,
recreational vehicles, mobile homes and various other consumer items.
Construction loans are generally comprised of commitments to customers within
the Company's service area for construction of commercial properties,
multi-family properties and custom and semi-custom single-family residences.
Other real estate loans consist primarily of loans secured by first trust deeds
on commercial and residential properties typically with maturities from 3 to 10
years and original loan to value ratios generally from 65% to 75%. Agriculture
loans consist primarily of vineyard loans and development loans to plant
vineyards. In general, except in the case of loans under SBA programs or Farm
Services Agency guarantees, the Company does not make long-term mortgage loans;
however, American River Bank has a residential lending division to assist
customers in securing most forms of longer term single-family mortgage
financing. American River Bank acts as a broker between American River Bank's
clients and the loan wholesalers. American River Bank receives an origination
fee for loans closed.
Average net loans and leases in 2006 were $381,465,000 which represents
an increase of $21,146,000 (5.9%) over the average in 2005. Average net loans
and leases in 2005 were $360,319,000 which represents an increase of $82,672,000
(29.8%) over the average in 2004. Loan growth in 2006 and 2005 resulted from a
favorable economy in the Company's market area, new borrowers developed through
the Company's marketing efforts, and credit extensions expanded to existing
borrowers. Additionally, the average loan growth in 2005 increased in part due
to the addition of the Bank of Amador loans at the end of 2004.
Risk Elements
The Company assesses and manages credit risk on an ongoing basis
through a total credit culture that emphasizes excellent credit quality,
extensive internal monitoring and established formal lending policies.
Additionally, the Company contracts with an outside loan review consultant to
periodically review the existing loan and lease portfolio. Management believes
its ability to identify and assess risk and return characteristics of the
Company's loan and lease portfolio is critical for profitability and growth.
Management strives to continue its emphasis on credit quality in the loan and
lease approval process, active credit administration and regular monitoring.
With this in mind, management has designed and implemented a comprehensive loan
and lease review and grading system that functions to continually assess the
credit risk inherent in the loan and lease portfolio.
31
Ultimately, underlying trends in economic and business cycles may
influence credit quality. American River Bank's business is concentrated in the
Sacramento Metropolitan Statistical Area, which is a diversified economy, but
with a large State of California government presence and employment base, in
Sonoma County, through North Coast Bank, a division of American River Bank,
whose business is focused on businesses within the three communities in which it
has offices (Santa Rosa, Windsor, and Healdsburg) and in Amador County, through
Bank of Amador, a division of American River Bank, whose business is focused on
businesses and consumers within the three communities in which it has offices
(Jackson, Pioneer, and Ione) as well as a diversified residential construction
loan business in numerous Northern California counties. The economy of Sonoma
County is diversified with professional services, manufacturing, agriculture and
real estate investment and construction, while the economy of Amador County is
reliant upon government, services, retail trade, manufacturing industries and
Indian gaming.
The Company has significant extensions of credit and commitments to
extend credit that are secured by real estate. The ultimate repayment of these
loans is generally dependent on personal or business cash flows or the sale or
refinancing of the real estate. The Company monitors the effects of current and
expected market conditions and other factors on the collectability of real
estate loans. The more significant factors management considers involve the
following: lease rate and terms, absorption and sale rates; real estate values
and rates of return; operating expenses; inflation; and sufficiency of repayment
sources independent of the real estate including, in some instances, personal
guarantees.
In extending credit and commitments to borrowers, the Company generally
requires collateral and/or guarantees as security. The repayment of such loans
is expected to come from cash flow or from proceeds from the sale of selected
assets of the borrowers. The Company's requirement for collateral and/or
guarantees is determined on a case-by-case basis in connection with management's
evaluation of the creditworthiness of the borrower. Collateral held varies but
may include accounts receivable, inventory, property, plant and equipment,
income-producing properties, residences and other real property. The Company
secures its collateral by perfecting its security interest in business assets,
obtaining deeds of trust, or outright possession among other means.
In management's judgment, a concentration exists in real estate loans
which represented approximately 71.4% of the Company's loan and lease portfolio
at December 31, 2006, down from 71.5% at December 31, 2005. Although management
believes this concentration to have no more than the normal risk of
collectability, a substantial decline in the economy in general, or a decline in
real estate values in the Company's primary market areas in particular, could
have an adverse impact on the collectability of these loans and require an
increase in the provision for loan and lease losses which could adversely affect
the Company's future prospects, results of operations, profitability and stock
price. Management believes that its lending policies and underwriting standards
will tend to minimize losses in an economic downturn; however, there is no
assurance that losses will not occur under such circumstances. The Company's
loan policies and underwriting standards include, but are not limited to, the
following: (1) maintaining a thorough understanding of the Company's service
area and originating a significant majority of its loans within that area, (2)
maintaining a thorough understanding of borrowers' knowledge, capacity, and
market position in their field of expertise, (3) basing real estate loan
approvals not only on market demand for the project, but also on the borrowers'
capacity to support the project financially in the event it does not perform to
expectations (whether sale or income performance), and (4) maintaining
conforming and prudent loan to value and loan to cost ratios based on
independent outside appraisals and ongoing inspection and analysis by the
Company's lending officers or contracted third-party professionals.
Nonaccrual, Past Due and Restructured Loans and Leases
Management generally places loans and leases on nonaccrual status when
they become 90 days past due, unless the loan or lease is well secured and in
the process of collection. Loans and leases are charged off when, in the opinion
of management, collection appears unlikely.
The recorded investments in nonaccrual loans and leases and loans that
were accrued and 90 days or more past due totaled $78,000 and $91,000 at
December 31, 2006 and 2005, respectively. The related allowance for losses for
these loans and leases at December 31, 2006 and December 31, 2005 was $26,000
and $24,000, respectively. Management believes that the allowance allocations
are adequate for the inherent risk of those loans and leases. The average
recorded investment in nonaccrual loans and leases for the years ended December
31, 2006, 2005 and 2004 was $137,000, $271,000 and $124,000, respectively.
Interest due but excluded from interest income on nonaccrual loans and
leases was not material during 2006, 2005 and 2004. In 2006, 2005 and 2004,
interest income recognized from payments received on nonaccrual loans and leases
was also not material.
32
Table Eight below sets forth nonaccrual loans and leases and loans and
leases past due 90 days or more as of year-end for the past five years.
Table Eight: Non-Performing Loans and Leases
-----------------------------------------------------------------------------------------------------------------------
December 31,
----------------------------------------------------------------------
(dollars in thousands) 2006 2005 2004 2003 2002
-----------------------------------------------------------------------------------------------------------------------
Past due 90 days or more and still accruing:
Commercial $ -- $ 24 $ -- $ 2 $ 2
Real estate 13 -- -- -- --
Lease financing receivable -- -- 11 -- --
Consumer and other -- -- -- -- --
Nonaccrual:
Commercial -- -- 52 -- 42
Real estate 12 15 113 -- 160
Lease financing receivable 53 52 71 179 --
Consumer and other -- -- -- -- 2
-----------------------------------------------------------------------------------------------------------------------
Total non-performing loans and leases $ 78 $ 91 $ 247 $ 181 $ 206
=======================================================================================================================
There were no loan or lease concentrations in excess of 10% of total
loans and leases not otherwise disclosed as a category of loans and leases as of
December 31, 2006. Management is not aware of any potential problem loans or
leases, which were accruing and current at December 31, 2005 or 2006, where
serious doubt exists as to the ability of the borrower to comply with the
present repayment terms.
Allowance for Loan and Lease Losses Activity
The Company maintains an allowance for loan and lease losses ("ALLL")
to cover probable losses inherent in the loan and lease portfolio, which is
based upon management's estimated range of those losses. The ALLL is established
through a provision for loan and lease losses and is increased by provisions
charged against current earnings and recoveries and reduced by charge-offs.
Actual losses for loans and leases can vary significantly from this estimate.
The methodology and assumptions used to calculate the allowance are continually
reviewed as to their appropriateness given the most recent losses realized and
other factors that influence the estimation process. The model assumptions and
resulting allowance level are adjusted accordingly as these factors change.
The adequacy of the ALLL and the level of the related provision for
loan and lease losses is determined based on management's judgment after
consideration of numerous factors including but not limited to: (i) local and
regional economic conditions, (ii) borrowers' financial condition, (iii) loan
impairment and the related level of expected charge-offs, (iv) evaluation of
industry trends, (v) industry and other concentrations, (vi) loans and leases
which are contractually current as to payment terms but demonstrate a higher
degree of risk as identified by management, (vii) continuing evaluations of the
performing loan portfolio, (viii) ongoing review and evaluation of problem loans
identified as having loss potential, (ix) quarterly review by the Board of
Directors, and (x) assessments by banking regulators and other third parties.
Management and the Board of Directors evaluate the ALLL and determine its
appropriate level considering objective and subjective measures, such as
knowledge of the borrowers' business, valuation of collateral, the determination
of impaired loans or leases and exposure to potential losses.
The Company establishes general reserves in accordance with Statement
of Accounting Standards ("SFAS") No. 5., Accounting for Contingencies, and
specific reserves in accordance with SFAS No. 114, Accounting by Creditors for
Impairment of a Loan. The ALLL is maintained by categories of the loan and lease
portfolio based on loan type and loan rating; however, the entire allowance is
available to cover actual loan and lease losses. While management uses available
information to recognize possible losses on loans and leases, future additions
to the allowance may be necessary, based on changes in economic conditions and
other matters. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Company's ALLL. Such agencies
may require the Company to provide additions to the allowance based on their
judgment of information available to them at the time of their examination.
33
Table Nine below summarizes, for the periods indicated, the activity in
the allowance for loan and lease losses.
Table Nine: Allowance for Loan and Lease Losses
-----------------------------------------------------------------------------------------------------------------------
(in thousands, except for
percentages) Year Ended December 31,
----------------------------------------------------------------------
2006 2005 2004 2003 2002
-----------------------------------------------------------------------------------------------------------------------
Average loans and leases outstanding $ 381,465 $ 360,319 $ 277,647 $ 248,342 $ 209,133
-----------------------------------------------------------------------------------------------------------------------
Allowance for loan & lease losses
at beginning of period $ 5,679 $ 5,496 $ 3,949 $ 3,197 $ 2,614
Loans and leases charged off:
Commercial 71 72 -- 13 44
Real estate -- -- -- -- 59
Consumer 1 -- 1 8 48
Lease financing receivable 78 134 268 333 --
-----------------------------------------------------------------------------------------------------------------------
Total 150 206 269 354 151
-----------------------------------------------------------------------------------------------------------------------
Recoveries of loans and leases
previously charged off:
Commercial 6 9 57 113 1
Real estate -- -- -- 47 85
Consumer 9 2 3 -- 4
Lease financing receivable 10 56 -- -- --
-----------------------------------------------------------------------------------------------------------------------
Total 25 67 60 160 90
-----------------------------------------------------------------------------------------------------------------------
Net loans and leases charged off 125 139 209 194 61
Allowance acquired in merger -- -- 861 -- --
Additions to allowance charged
to operating expenses 320 322 895 946 644
-----------------------------------------------------------------------------------------------------------------------
Allowance for loan and
Lease losses at end of period $ 5,874 $ 5,679 $ 5,496 $ 3,949 $ 3,197
Ratio of net charge-offs to average
Loans and leases outstanding .03% .04% .08% .08% .03%
Provision for loan and lease losses
to average loans and leases
outstanding .08% .09% .32% .38% .31%
Allowance for loan and lease losses
to loans and leases, net of
deferred fees, at end of period 1.51% 1.53% 1.54% 1.48% 1.38%
The allowance for loan and lease losses totaled $5,874,000 or 1.51% of
total loans and leases at December 31, 2006, $5,679,000 or 1.53% of total loans
and leases at December 31, 2005, and $5,496,000 or 1.54% at December 31, 2004.
It is the policy of management to maintain the allowance for loan and
lease losses at a level adequate for known and inherent risks in the portfolio.
Our methodology incorporates a variety of risk considerations, both quantitative
and qualitative, in establishing an allowance for loan and lease losses that
management believes is appropriate at each reporting date. Based on information
currently available to analyze inherent credit risk, including economic factors,
overall credit quality, historical delinquencies and a history of actual
charge-offs, management believes that the provision for loan and lease losses
and the allowance for loan and lease losses are prudent and adequate.
Adjustments may be made based on differences from estimated loan and lease
growth, the types of loans constituting this growth, changes in risk ratings
within the portfolio, and general economic conditions. However, no prediction of
the ultimate level of loans and leases charged off in future periods can be made
with any certainty.
As part of its loan review process, management has allocated the
overall allowance based on specific identified problem loans and leases,
qualitative factors, uncertainty inherent in the estimation process and
historical loss data. A risk exists that future losses cannot be precisely
quantified or attributed to particular loans or leases or classes of loans and
leases. Management continues to evaluate the loan and lease portfolio and
assesses current economic conditions that will affect management's conclusion as
to future allowance levels. Table Ten below summarizes the allocation of the
34
allowance for loan and lease losses for the five years ended December 31, 2006.
The allocation presented should not be interpreted as an indication that charges
to the allowance for loan and lease losses will be incurred in these amounts or
proportions, or that the portion of the allowance allocated to each loan and
lease category represents the total amounts available for charge-offs that may
occur within these categories.
Table Ten: Allowance for Loan and Lease Losses by Loan Category
-------------------------------------------------------------------------------------------------------------------------------
(in thousands,
except percentages) December 31, 2006 December 31, 2005 December 31, 2004
-------------------------------------------------------------------------------------------------------------------------------
Percent of loans Percent of loans Percent of loans
in each category in each category in each category
Amount to total loans Amount to total loans Amount to total loans
-------------------------------------------------------------------------------------------------------------------------------
Commercial $ 1,269 22.1% $ 1,056 21.0% $ 1,028 18.6%
Real estate 4,332 71.4% 3,948 71.5% 3,825 73.7%
Agriculture 7 1.9% 213 2.2% 110 2.3%
Consumer 131 3.0% 246 3.2% 220 2.6%
Lease financing receivable 135 1.6% 216 2.1% 313 2.8%
-------------------------------------------------------------------------------------------------------------------------------
Total allocated $ 5,874 100.0% $ 5,679 100.0% $ 5,496 100.0%
-------------------------------------------------------------------------------------------------------------------------------
December 31, 2003 December 31, 2002
-------------------------------------------------------------------------------------------------
Percent of loans Percent of loans
in each category in each category
Amount to total loans Amount to total loans
-------------------------------------------------------------------------------------------------
Commercial $ 865 21.5% $ 660 21.1%
Real estate 2,579 69.8% 2,173 69.5%
Agriculture 201 3.0% 116 3.8%
Consumer 91 2.2% 152 2.9%
Lease financing receivable 213 3.5% 96 2.7%
-------------------------------------------------------------------------------------------------
Total allocated $ 3,949 100.0% $ 3,197 100.0%
-------------------------------------------------------------------------------------------------
Other Real Estate
At December 31, 2006 and 2005, the Company did not have any Other Real
Estate properties.
Deposits
At December 31, 2006, total deposits were $493,875,000 representing a
decrease of $6,831,000 (1.4%) over the December 31, 2005 balance of
$500,706,000. The Company's deposit growth plan for 2006 was to concentrate its
efforts on increasing noninterest-bearing demand, interest-bearing money market
and NOW accounts, and savings accounts. However, due to the competitive rate
environment, the Company experienced slight decreases in all deposit categories,
except for time deposits. During 2006, time deposits increased $13,038,000
(11.0%) from the total of $118,791,000 at December 31, 2005.
Other Borrowed Funds
Other borrowings outstanding as of December 31, 2006 consist of
advances (both long-term and short-term) from the Federal Home Loan Bank (the
"FHLB"). The following table summarizes these borrowings (dollars in thousands):
35
2006 2005 2004
-------------------------------------------------------------------------------
Amount Rate Amount Rate Amount Rate
-------------------------------------------------------------------------------
Short-term borrowings:
FHLB advances $ 37,270 5.08% $ 39,386 3.73% $ 24,457 1.85%
-------------------------------------------------------------------------------
Total short-term borrowings $ 37,270 5.08% $ 39,386 3.73% $ 24,457 1.85%
-------------------------------------------------------------------------------
Long-term borrowings:
FHLB advances $ 5,000 4.95% $ 4,270 4.10% $ 9,832 3.15%
-------------------------------------------------------------------------------
Total long-term borrowings $ 5,000 4.92% $ 4,270 4.10% $ 9,832 3.15%
-------------------------------------------------------------------------------
The maximum amount of short-term borrowings at any month-end during
2006, 2005 and 2004, was $64,489,000, $39,386,000, and $40,855,000,
respectively. The FHLB advances are collateralized by loans and securities
pledged to the FHLB. The following is a breakdown of rates and maturities on
FHLB advances (dollars in thousands):
Short Term Long Term
Amount $ 37,270 $ 5,000
Maturity 2007 2008
Average rates 5.08% 4.92%
The Company has also been issued a total of $3,500,000 in letters of
credit by the FHLB which have been pledged to secure Local Agency Deposits. The
letters of credit act as a guarantee of payment to certain third parties in
accordance with specified terms and conditions. The letters of credit were not
drawn upon in 2006 or 2005 and management does not expect to draw upon these
lines in the future.
Capital Resources
The current and projected capital position of the Company and the
impact of capital plans and long-term strategies is reviewed regularly by
management. The Company's capital position represents the level of capital
available to support continuing operations and expansion.
On September 20, 2001, the Company announced a plan to repurchase, as
conditions warrant, up to 5% annually of the Company's common stock. Each year
the Company may repurchase up to 5% of the shares outstanding (adjusted for
stock splits or stock dividends). The repurchases are to be made from time to
time in the open market as conditions allow and will be structured to comply
with Commission Rule 10b-18. Management reports monthly to the Board of
Directors on the status of the repurchase program. The Board of Directors has
reserved the right to suspend, terminate, modify or cancel this repurchase
program at any time for any reason. During 2006, the Company repurchased 271,573
shares; during 2005, the Company repurchased 84,341 shares; during 2004, the
Company repurchased 10,766 shares, in 2003, the company repurchased 1,737 shares
and in 2002, the Company repurchased 75,961 shares under the repurchase plan.
See "Stock Repurchases" under Item 5 on page 20 for more information regarding
the stock repurchase plan.
The Company and American River Bank are subject to certain regulatory
capital requirements administered by the Board of Governors of the Federal
Reserve System and the Federal Deposit Insurance Corporation. Failure to meet
these minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could have
a direct material effect on the Company's consolidated financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, banks must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Company's and
American River Bank's capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings and
other factors. At December 31, 2006, shareholders' equity was $62,371,000,
representing a decrease of $375,000 (0.6%) from $62,746,000 at December 31,
2005. This decrease was attributable principally to the retention of earnings
offset by the payment of cash dividends and the repurchase of Company stock. In
2005, shareholders' equity increased $3,756,000 (6.4%) from 2004. The ratio of
total risk-based capital to risk adjusted assets was 11.6% at December 31, 2006
compared to 11.8% at December 31, 2005. Tier 1 risk-based capital to
risk-adjusted assets was 10.3% at December 31, 2006 and 10.6% at December 31,
2005.
36
Table Eleven below lists the Company's actual capital ratios at
December 31, 2006 and 2005 as well as the minimum capital ratios for capital
adequacy.
Table Eleven: Capital Ratios
-------------------------------------------------------------------------------------------------
At December 31, Minimum Regulatory
Capital to Risk-Adjusted Assets 2006 2005 Capital Requirements
-------------------------------------------------------------------------------------------------
Leverage ratio 7.8% 7.6% 4.00%
Tier 1 Risk-Based Capital 10.3% 10.6% 4.00%
Total Risk-Based Capital 11.6% 11.8% 8.00%
Capital ratios are reviewed on a regular basis to ensure that capital
exceeds the prescribed regulatory minimums and is adequate to meet future needs.
American River Bank's ratios are in excess of the regulatory definition of "well
capitalized."
Management believes that the Company's capital is adequate to support
current operations and anticipated growth, cash dividends and future capital
requirements of the Company and its subsidiaries.
Market Risk Management
Overview. Market risk is the risk of loss from adverse changes in
market prices and rates. The Company's market risk arises primarily from
interest rate risk inherent in its loan and deposit functions. The goal for
managing the assets and liabilities of the Company is to maximize shareholder
value and earnings while maintaining a high quality balance sheet without
exposing the Company to undue interest rate risk. The Board of Directors has
overall responsibility for the interest rate risk management policies. The
Company has a Risk Management Committee that establishes and monitors guidelines
to control the sensitivity of earnings to changes in interest rates.
Asset/Liability Management. Activities involved in asset/liability
management include, but are not limited to, lending, accepting and placing
deposits and investing in securities. Interest rate risk is the primary market
risk associated with asset/liability management. Sensitivity of earnings to
interest rate changes arises when yields on assets change in a different time
period or in a different amount from that of interest costs on liabilities. To
mitigate interest rate risk, the structure of the consolidated balance sheet is
managed with the goal that movements of interest rates on assets and liabilities
are correlated and contribute to earnings even in periods of volatile interest
rates. The asset/liability management policy sets limits on the acceptable
amount of variance in net interest margin and market value of equity under
changing interest environments. The Company uses simulation models to forecast
earnings, net interest margin and market value of equity.
Simulation of earnings is the primary tool used to measure the
sensitivity of earnings to interest rate changes. Using computer-modeling
techniques, the Company is able to estimate the potential impact of changing
interest rates on earnings. A balance sheet forecast is prepared quarterly using
inputs of actual loans and leases, securities and interest bearing liabilities
(i.e. deposits/borrowings) positions as the beginning base. The forecast balance
sheet is processed against three interest rate scenarios. The scenarios include
a 200 basis point rising rate forecast, a flat rate forecast and a 200 basis
point falling rate forecast which take place within a one year time frame. The
net interest income is measured during the year assuming a gradual change in
rates over the twelve-month horizon. The simulation modeling indicated below
attempts to estimate changes in the Company's net interest income utilizing a
forecast balance sheet projected from year-end balances.
Table Twelve below summarizes the effect on net interest income (NII)
of a +/-200 basis point change in interest rates as measured against a constant
rate (no change) scenario.
Table Twelve: Interest Rate Risk Simulation of Net Interest as of December 31, 2006
------------------------------------------------------------------------------------
(dollars in thousands) $ Change in NII
from Current
12 Month Horizon
Variation from a constant rate scenario ----------------
+200bp $ 87
-200bp $ (295)
The simulations of earnings do not incorporate any management actions, which
might moderate the negative consequences of interest rate deviations. Therefore,
they do not reflect likely actual results, but serve as reasonable estimates of
interest rate risk.
37
Interest Rate Sensitivity Analysis
Interest rate sensitivity is a function of the repricing
characteristics of the portfolio of assets and liabilities. These repricing
characteristics are the time frames within which the interest-bearing assets and
liabilities are subject to change in interest rates either at replacement,
repricing or maturity. Interest rate sensitivity management focuses on the
maturity of assets and liabilities and their repricing during periods of changes
in market interest rates. Interest rate sensitivity is measured as the
difference between the volumes of assets and liabilities in the current
portfolio that are subject to repricing at various time horizons. The
differences are known as interest sensitivity gaps. Table Thirteen below lists
the maturity or repricing time buckets as of December 31, 2006.
Table Thirteen: Interest Rate Sensitivity
December 31, 2006
-----------------------------------------------------------------------------------------------------------------------
Assets and Liabilities which mature or reprice within (days):
Non-
(dollars in thousands) 0-90 91-180 181-365 Over 365 repricing Total
-----------------------------------------------------------------------------------------------------------------------
Assets:
Investments $ 14,847 $ 7,398 $ 15,557 $ 118,460 $ -- $ 156,262
Loans and leases 171,150 27,871 34,259 149,713 -- 382,993
Other assets -- -- -- -- 64,748 64,748
-----------------------------------------------------------------------------------------------------------------------
Total assets $ 185,997 $ 35,269 $ 49,816 $ 268,173 $ 64,748 $ 604,003
=======================================================================================================================
Liabilities:
Noninterest bearing $ -- $ -- $ -- $ -- $ 160,574 $ 160,574
Interest bearing:
NOW Accounts 20,908 8,363 6,271 6,272 -- 41,814
Money market 61,380 24,552 18,417 18,416 -- 122,765
Savings 18,446 7,378 3,690 7,379 -- 36,893
Time certificates 63,739 28,154 21,741 18,195 -- 131,829
Short-term borrowings 24,000 2,500 10,770 -- -- 37,270
Long-term borrowings -- -- -- 5,000 -- 5,000
Other liabilities -- -- -- -- 5,487 5,487
Shareholders' equity -- -- -- -- 62,371 62,371
-----------------------------------------------------------------------------------------------------------------------
Total liabilities
and shareholders' equity $ 188,473 $ 70,947 $ 60,889 $ 55,262 $ 228,432 $ 604,003
=======================================================================================================================
Interest rate
sensitivity gap $ (2,476) $ (35,678) $ (11,073) $ 212,911 $ (163,684)
Cumulative interest
rate sensitivity gap $ (2,476) $ (38,154) $ (49,227) $ 163,684 --
A positive cumulative gap may be equated to an asset sensitive
position. An asset sensitive position in a rising interest rate environment will
cause a bank's interest rate margin to expand. This results as floating or
variable rate loans reprice more rapidly than fixed rate certificates of deposit
that reprice as they mature over time. Conversely, a declining interest rate
environment will cause the opposite effect. A negative cumulative gap may be
equated to a liability sensitive position. A liability sensitive position in a
rising interest rate environment will cause a bank's interest rate margin to
contract, while a declining interest rate environment will have the opposite
effect. As reflected in Table Thirteen, at December 31, 2006, the cumulative gap
through the one-year time horizon indicates a liability sensitive position.
Inflation
The impact of inflation on a financial institution differs
significantly from that exerted on manufacturing, or other commercial concerns,
primarily because its assets and liabilities are largely monetary. In general,
inflation primarily affects the Company through its effect on market rates of
interest, which affects the Company's ability to attract loan customers.
Inflation affects the growth of total assets by increasing the level of loan
demand, and potentially adversely affects capital adequacy because loan growth
38
in inflationary periods can increase at rates higher than the rate that capital
grows through retention of earnings which may be generated in the future. In
addition to its effects on interest rates, inflation increases overall operating
expenses. Inflation has not had a material effect upon the results of operations
of the Company during the years ended December 31, 2006, 2005 and 2004.
Liquidity
Liquidity management refers to the Company's ability to provide funds
on an ongoing basis to meet fluctuations in deposit levels as well as the credit
needs and requirements of its clients. Both assets and liabilities contribute to
the Company's liquidity position. Federal funds lines, short-term investments
and securities, and loan and lease repayments contribute to liquidity, along
with deposit increases, while loan and lease funding and deposit withdrawals
decrease liquidity. The Company assesses the likelihood of projected funding
requirements by reviewing historical funding patterns, current and forecasted
economic conditions and individual client funding needs. Commitments to fund
loans and outstanding standby letters of credit at December 31, 2006 were
approximately $114,582,000 and $5,701,000, respectively. Such loan commitments
relate primarily to revolving lines of credit and other commercial loans and to
real estate construction loans. Since some of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.
The Company's sources of liquidity consist of cash and due from
correspondent banks, overnight funds sold to correspondent banks, unpledged
marketable investments and loans held for sale. On December 31, 2006,
consolidated liquid assets totaled $65.9 million or 10.9% of total assets
compared to $99.2 million or 16.2% of total assets on December 31, 2005. In
addition to liquid assets, the Company maintains short-term lines of credit in
the amount of $53,000,000 with correspondent banks. At December 31, 2006, the
Company had $53,000,000 available under these credit lines. Additionally,
American River Bank is a member of the FHLB. At December 31, 2006, American
River Bank could have arranged for up to $132,861,000 in secured borrowings from
the FHLB. These borrowings are secured by pledged mortgage loans and investment
securities. At December 31, 2006, the Company had $84,091,000 available under
these secured borrowing arrangements. American River Bank also has informal
agreements with various other banks to sell participations in loans, if
necessary. The Company serves primarily a business and professional customer
base and, as such, its deposit base is susceptible to economic fluctuations.
Accordingly, management strives to maintain a balanced position of liquid assets
to volatile and cyclical deposits.
Liquidity is also affected by portfolio maturities and the effect of
interest rate fluctuations on the marketability of both assets and liabilities.
The Company can sell any of its unpledged securities held in the
available-for-sale category to meet liquidity needs. These securities are also
available to pledge as collateral for borrowings if the need should arise.
American River Bank has established a master repurchase agreement with a
correspondent bank to enable such transactions. American River Bank can also
pledge securities to borrow from the FRB and the FHLB.
The principal cash requirements of the Company are for expenses
incurred in the support of administration and operations. For nonbanking
functions, the Company is dependent upon the payment of cash dividends from its
subsidiaries to service its commitments. The Company expects that the cash
dividends paid by American River Bank to the Company will be sufficient to meet
this payment schedule. The maturity distribution of certificates of deposit is
set forth in Table Fourteen below for the periods presented. These deposits are
generally more rate sensitive than other deposits and, therefore, are more
likely to be withdrawn to obtain higher yields elsewhere if available.
39
Table Fourteen: Certificates of Deposit Maturities
December 31, 2006
-------------------------------------------------------------------------------
Less than Over
(dollars in thousands) $100,000 $100,000
-------------------------------------------------------------------------------
Three months or less $ 17,473 $ 46,266
Over three months through six months 12,512 15,641
Over six months through twelve months 10,657 11,084
Over twelve months 8,618 9,578
-------------------------------------------------------------------------------
Total $ 49,260 $ 82,569
===============================================================================
Loan and lease demand also affects the Company's liquidity position.
Table Fifteen below presents the maturities of loans and leases for the period
indicated.
Table Fifteen: Loan and Lease Maturities (Gross Loans and Leases)
December 31, 2006
-------------------------------------------------------------------------------
One year One year through Over
(dollars in thousands) or less five years five years Total
-------------------------------------------------------------------------------
Commercial $ 37,048 $ 40,810 $ 8,001 $ 85,859
Real estate 97,772 50,650 129,842 278,264
Agriculture 780 865 5,717 7,362
Consumer 644 3,312 7,756 11,712
Leases 464 5,064 847 6,375
-------------------------------------------------------------------------------
Total $ 136,708 $ 100,701 $ 152,163 $ 389,572
===============================================================================
Loans and leases shown above with maturities greater than one year
include $198,933,000 of floating interest rate loans and $53,931,000 of fixed
rate loans and leases.
The carrying amount, maturity distribution and weighted average yield
of the Company's investment securities available-for-sale and held-to-maturity
portfolios are presented in Table Sixteen below. The yields on tax-exempt
obligations have been computed on a tax equivalent basis. Table Sixteen does not
include FHLB Stock, which does not have stated maturity dates or readily
available market values. The balance in FHLB Stock at December 31, 2006, 2005
and 2004 was $3,071,000, $2,608,000 and $2,158,000, respectively.
40
Table Sixteen: Securities Maturities and Weighted Average Yields
December 31, 2006, 2005 and 2004
------------------------------------------------------------------------------------------------------------------------------
(Taxable Equivalent Basis)
2006 2005 2004
-----------------------------------------------------------------------------
Weighted Weighted Weighted
Carrying Average Carrying Average Carrying Average
(dollars in thousands) Amount Yield Amount Yield Amount Yield
------------------------------------------------------------------------------------------------------------------------------
Available-for-sale securities:
U.S. Treasury and agency securities
Maturing within 1 year $ 11,870 3.57% $ 21,012 3.37% $ 7,055 3.88%
Maturing after 1 year but within 5 years 16,253 3.78% 28,107 3.70% 39,645 3.41%
State & political subdivisions
Maturing within 1 year 4,556 4.00% -- -- 1,105 4.83%
Maturing after 1 year but within 5 years 12,625 4.82% 15,426 4.43% 6,574 4.30%
Maturing after 5 years but within 10 years 13,789 6.33% 17,386 6.39% 17,393 6.16%
Maturing after 10 years 10,254 6.28% 4,294 6.37% 2,168 6.83%
Government sponsored mortgage-backed
securities 33,236 4.30% 36,326 4.30% 40,359 4.30%
Other
Maturing within 1 year 1,003 4.67% -- -- 1,115 2.23%
Maturing after 1 year but within 5 years -- -- 1,014 4.67% -- --
Non maturing 623 6.12% 624 6.18% 627 6.63%
------------------------------------------------------------------------------------------------------------------------------
Total investment securities $ 104,209 4.66% $ 124,189 4.40% $ 116,041 4.32%
==============================================================================================================================
Held-to-maturity securities:
Government sponsored mortgage-backed
securities $ 44,031 4.66% $ 45,012 4.37% $ 41,203 4.16%
------------------------------------------------------------------------------------------------------------------------------
Total investment securities $ 44,031 4.66% $ 45,012 4.37% $ 41,203 4.16%
==============================================================================================================================
The carrying values of available-for-sale securities include net
unrealized (losses) gains of ($957,000), ($1,279,000) and $880,000 at December
31, 2006, 2005 and 2004, respectively. The carrying values of held-to-maturity
securities do not include unrealized gains or losses, however, the net
unrealized (losses) gains at December 31, 2006, 2005 and 2004 were ($311,000),
($354,000) and $125,000, respectively.
Off-Balance Sheet Arrangements
The Company is a party to financial instruments with off-balance-sheet
risk in the normal course of business in order to meet the financing needs of
its customers and to reduce its exposure to fluctuations in interest rates.
These financial instruments consist of commitments to extend credit and letters
of credit. These instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized on the balance sheet.
As of December 31, 2006, commitments to extend credit and letters of
credit were the only financial instruments with off-balance sheet risk. The
Company has not entered into any contracts for financial derivative instruments
such as futures, swaps, options or similar instruments. Real estate commitments
are generally secured by property with a loan-to-value ratio of 65% to 75%. In
addition, the majority of the Company's commitments have variable interest
rates.
The Company's exposure to credit loss in the event of nonperformance by
the other party for commitments to extend credit and letters of credit is
represented by the contractual amount of those instruments. The Company uses the
same credit policies in making commitments and letters of credit as it does for
loans included on the consolidated balance sheet. The following financial
instruments represent off-balance-sheet credit:
41
December 31,
-------------------------
2006 2005
---------- ----------
Commitments to extend credit (dollars in thousands):
Revolving lines of credit secured by
1-4 family residences $ 9,144 $ 16,845
Commercial real estate, construction and land
development commitments secured by real estate 45,752 55,313
Other unused commitments, principally commercial loans 59,686 65,644
---------- ----------
$ 114,582 $ 137,802
========== ==========
Letters of credit $ 5,701 $ 3,393
========== ==========
Certain financial institutions have elected to use special purpose
vehicles ("SPV") to dispose of problem assets. The SPV is typically a subsidiary
company with an asset and liability structure and legal status that makes its
obligations secure even if the parent corporation goes bankrupt. Under certain
circumstances, these financial institutions may exclude the problem assets from
their reported impaired and non-performing assets. The Company does not use
those vehicles or any other structures to dispose of problem assets.
Contractual Obligations
The Company leases certain facilities at which it conducts its
operations. Future minimum lease commitments under non-cancelable operating
leases are noted in Table Seventeen below. Table Seventeen below presents
certain of the Company's contractual obligations as of December 31, 2006.
Included in the table are amounts payable under the Company's Deferred
Compensation and Deferred Fees Plans and are listed in the "Other Long-Term
Liabilities..." category. These amounts represented $1,488,000 and are
anticipated to be primarily payable at least five years in the future.
Table Seventeen: Contractual Obligations
------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) Payments due by period
----------------------------------------------------------------------
Less than More than
Total 1 year 1-3 years 3-5 years 5 years
----------------------------------------------------------------------
Long-Term Debt $ 5,000 $ -- $ 5,000 $ -- $ --
Capital Lease Obligations -- -- -- -- --
Operating Leases 5,665 977 1,917 1,208 1,563
Purchase Obligations -- -- -- -- --
Other Long-Term Liabilities Reflected on the
Company's Balance Sheet under GAAP 1,488 -- -- -- 1,488
------------------------------------------------------------------------------------------------------------------------------------
Total $ 12,153 $ 977 $ 6,917 $ 1,208 $ 3,051
====================================================================================================================================
Accounting Pronouncements
On July 13, 2006, the FASB issued FASB Interpretation No. 48 ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements in accordance with SFAS No. 109,
"Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. An enterprise shall disclose
the cumulative effect of the change on retained earnings in the statement of
financial position as of the date of adoption and such disclosure is required
only in the year of adoption. Management is in the process of analyzing the
implications of FIN 48. Management does not anticipate that this statement will
have a material effect on the Company's financial position, results of
operations or cash flows.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements". This statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. The statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
42
within that fiscal year. Management is in the process of evaluating the impact
of adopting this statement.
Other Matters
Effects of Terrorism. The terrorist actions on September 11, 2001 and
thereafter and the current military conflict in Iraq have had significant
adverse effects upon the United States economy. Whether the terrorist activities
in the future and the actions of the United States and its allies in combating
terrorism on a worldwide basis will adversely impact the Company and the extent
of such impact is uncertain. Such economic deterioration could adversely affect
the Company's future results of operations by, among other matters, reducing the
demand for loans and other products and services offered by the Company,
increasing nonperforming loans and the amounts reserved for loan and lease
losses, and causing a decline in the Company's stock price.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information required by Item 7A of Form 10-K is contained in the "Market
Risk Management" section of Item 7-"Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 37-38.
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm 44
Consolidated Balance Sheet, December 31, 2006 and 2005 45
Consolidated Statement of Income for the Years Ended
December 31, 2006, 2005 and 2004 46
Consolidated Statement of Changes in Shareholders' Equity
for the Years Ended December 31, 2006, 2005 and 2004 47
Consolidated Statement of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004 48-49
Notes to Consolidated Financial Statements 50-83
All schedules have been omitted since the required information is not present in
amounts sufficient to require submission of the schedule or because the
information required is included in the Consolidated Financial Statements or
notes thereto.
43
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
The Shareholders and Board of Directors
American River Bankshares
We have audited the accompanying consolidated balance sheet of American
River Bankshares and subsidiaries (the "Company") as of December 31, 2006 and
2005 and the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2006. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
American River Bankshares and subsidiaries as of December 31, 2006 and 2005, and
the consolidated results of their operations and their consolidated cash flows
for each of the years in the three-year period ended December 31, 2006, in
conformity with accounting principles generally accepted in the United States of
America.
We have also audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the effectiveness of the
Company's internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 7, 2007 expressed an unqualified opinion on management's
assessment of the effectiveness of the Company's internal control over financial
reporting and an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.
/s/ Perry-Smith LLP
Sacramento, California
March 7, 2007
44
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2006 and 2005
(Dollars in thousands)
2006 2005
------------ ------------
ASSETS
Cash and due from banks $ 25,352 $ 34,825
Federal funds sold 1,250
------------ ------------
Total cash and cash equivalents 25,352 36,075
Interest-bearing deposits in banks 4,951 4,844
Investment securities (Note 5):
Available for sale, at fair value 104,209 124,189
Held to maturity, at amortized cost 44,031 45,012
Loans and leases, less allowance for loan and lease losses of
$5,874 in 2006 and $5,679 in 2005 (Notes 6, 12 and 17) 382,993 365,571
Premises and equipment, net (Note 7) 1,846 2,090
Federal Home Loan Bank stock 3,071 2,608
Accounts receivable servicing receivables, net (Note 8) 2,581 2,000
Goodwill (Notes 3 and 4) 16,321 16,321
Intangible assets (Notes 3 and 4) 1,501 1,831
Accrued interest receivable and other assets (Notes 11 and 16) 17,147 12,222
------------ ------------
$ 604,003 $ 612,763
============ ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 160,574 $ 164,397
Interest bearing (Note 9) 333,301 336,309
------------ ------------
Total deposits 493,875 500,706
Short-term borrowings (Note 10) 37,270 39,386
Long-term borrowings (Note 10) 5,000 4,270
Accrued interest payable and other liabilities (Note 16) 5,487 5,655
------------ ------------
Total liabilities 541,632 550,017
------------ ------------
Commitments and contingencies (Note 12)
Shareholders' equity (Notes 13 and 14):
Common stock - no par value; 20,000,000 shares authorized;
issued and outstanding - 5,657,346 shares in 2006 and
5,604,479 shares in 2005 48,246 47,474
Retained earnings 14,690 16,029
Accumulated other comprehensive loss, net of taxes
(Notes 5 and 18) (565) (757)
------------ ------------
Total shareholders' equity 62,371 62,746
------------ ------------
$ 604,003 $ 612,763
============ ============
The accompanying notes are an integral
part of these consolidated financial statements.
45
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands, except per share data)
2006 2005 2004
------------ ------------ ------------
Interest income:
Interest and fees on loans and leases $ 31,081 $ 26,536 $ 18,115
Interest on Federal funds sold 19 90 67
Interest on deposits in banks 241 188 134
Interest and dividends on investment securities:
Taxable 5,545 5,436 3,751
Exempt from Federal income taxes 1,034 931 537
Dividends 34 32 32
------------ ------------ ------------
Total interest income 37,954 33,213 22,636
------------ ------------ ------------
Interest expense:
Interest on deposits (Note 9) 8,677 5,646 2,511
Interest on borrowings (Note 10) 2,211 1,105 707
------------ ------------ ------------
Total interest expense 10,888 6,751 3,218
------------ ------------ ------------
Net interest income 27,066 26,462 19,418
Provision for loan and lease losses (Note 6) 320 322 895
------------ ------------ ------------
Net interest income after provision for loan
and lease losses 26,746 26,140 18,523
------------ ------------ ------------
Noninterest income:
Service charges 783 672 551
Gain on sale of available-for-sale investment securities
(Note 5) 1 48
Other income (Note 15) 1,659 1,609 1,844
------------ ------------ ------------
Total noninterest income 2,443 2,329 2,395
------------ ------------ ------------
Noninterest expense:
Salaries and employee benefits (Notes 6 and 16) 7,816 6,958 6,048
Occupancy (Notes 7 and 12) 1,384 1,229 953
Furniture and equipment (Notes 7 and 12) 812 918 752
Loss on sale of available-for-sale investment securities
(Note 5) 38
Other expense (Note 15) 4,376 4,388 3,922
------------ ------------ ------------
Total noninterest expense 14,388 13,493 11,713
------------ ------------ ------------
Income before provision for income taxes 14,801 14,976 9,205
Provision for income taxes (Note 11) 5,739 5,792 3,378
------------ ------------ ------------
Net income $ 9,062 $ 9,184 $ 5,827
============ ============ ============
Basic earnings per share (Note 13) $ 1.56 $ 1.56 $ 1.18
============ ============ ============
Diluted earnings per share (Note 13) $ 1.53 $ 1.53 $ 1.13
============ ============ ============
Cash dividends per share of issued and outstanding common
stock, adjusted for stock dividends $ 0.58 $ 0.51 $ 0.40
============ ============ ============
The accompanying notes are an integral
part of these consolidated financial statements.
46
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
Accumulated
Other Total Total
Common Stock Comprehensive Share- Compre-
------------------------ Retained Income (Loss) holders' hensive
Shares Amount Earnings (Net of Taxes) Equity Income
---------- ---------- ---------- ---------- ---------- ----------
Balance, January 1, 2004 4,055,260 $ 16,693 $ 17,900 $ 864 $ 35,457
Comprehensive income (Note 18):
Net income 5,827 5,827 $ 5,827
Other comprehensive loss, net of tax:
Net change in unrealized gains on
available-for-sale investment securities (309) (309) (309)
----------
Total comprehensive income $ 5,518
==========
Stock issued in acquisition (Note 3) 775,548 18,284 18,284
Cash dividend ($.40 per share) (2,044) (2,044)
5% stock dividend 252,392 5,805 (5,805)
Stock options exercised 263,446 1,959 1,959
Retirement of common stock (Note 13) (31,914) (184) (184)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2004 5,314,732 42,557 15,878 555 58,990
Comprehensive income (Note 18):
Net income 9,184 9,184 $ 9,184
Other comprehensive loss, net of tax:
Net change in unrealized gains on
available-for-sale investment securities (1,312) (1,312) (1,312)
----------
Total comprehensive income $ 7,872
==========
Cash dividend ($.51 per share) (3,012) (3,012)
Fractional shares redeemed (1) (32) (32)
5% stock dividend 266,801 6,021 (6,021)
Stock options exercised 113,309 945 945
Retirement of common stock (Note 13) (90,362) (2,017) (2,017)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2005 5,604,479 47,474 16,029 (757) 62,746
Cumulative effect of adopting Staff
Accounting Bulletin No. 108, net of taxes
(Note 2) (214) (214)
Comprehensive income (Note 18):
Net income 9,062 9,062 $ 9,062
Other comprehensive income, net of tax:
Net change in unrealized losses on
available-for-sale investment securities 192 192 192
----------
Total comprehensive income $ 9,254
==========
Cash dividend ($.58 per share) (3,332) (3,332)
Fractional shares redeemed for stock
dividend (21) (21)
5% stock dividend 268,346 6,834 (6,834)
Stock options exercised 43,162 441 441
Stock option compensation (Note 13) 221 221
Retirement of common stock (Note 13) (258,641) (6,724) (6,724)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2006 5,657,346 $ 48,246 $ 14,690 $ (565) $ 62,371
========= ========== ========== ========== ==========
The accompanying notes are an integral
part of these consolidated financial statements.
47
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
2006 2005 2004
------------ ------------ ------------
Cash flows from operating activities:
Net income $ 9,062 $ 9,184 $ 5,827
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan and lease losses 320 322 895
Decrease in deferred loan and lease origination fees, net (7) (173) (79)
Depreciation and amortization 951 1,014 575
Amortization of investment security premiums
and discounts, net 659 1,099 1,249
Provision for accounts receivable servicing receivable
allowance for losses 11 35
(Gain) loss on sale of available-for-sale investment
securities (1) (48) 38
Gain on life insurance death benefit (553)
Increase in cash surrender value of life insurance policies (192) (178) (69)
Provision for deferred income taxes 653 (422) (82)
Stock option compensation expense 221
(Increase) decrease in accrued interest receivable and
other assets (948) 179 (1,136)
(Decrease) increase in accrued interest payable and
other liabilities (525) (12,604) 1,920
------------ ------------ ------------
Net cash provided by (used in) operating activities 10,204 (1,592) 8,585
------------ ------------ ------------
Cash flows from investing activities:
Cash acquired in acquisition 26,294
Proceeds from the sale of available-for-sale investment
securities 3,259 6,964 5,019
Proceeds from called available-for-sale investment
securities 400 280
Proceeds from matured available-for-sale investment
securities 21,150 20,180 5,435
Proceeds from matured held-to-maturity investment
securities 200
Purchases of available-for-sale investment securities (7,275) (41,596) (50,875)
Purchases of held-to-maturity investment securities (9,489) (16,901) (23,737)
Proceeds from principal repayments for available-for-sale
mortgage-backed securities 2,275 3,411 8,507
Proceeds from principal repayments for held-to-maturity
mortgage-backed securities 10,305 12,495 8,758
Net (increase) decrease in interest-bearing deposits in banks (107) 1,095 (1,189)
Net increase in loans and leases (17,733) (13,242) (12,064)
Net (increase) decrease in accounts receivable servicing
receivables (592) 374 (631)
Purchases of equipment (379) (886) (704)
Death benefit from life insurance policy 1,236
Purchase of single premium life insurance policies (4,432)
Net increase in FHLB stock (463) (450) (612)
------------ ------------ ------------
Net cash used in investing activities (3,081) (28,276) (34,363)
------------ ------------ ------------
(Continued)
48
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
2006 2005 2004
------------ ------------ ------------
Cash flows from financing activities:
Net (decrease) increase in demand, interest-bearing and
savings deposits $ (19,768) $ 12,722 $ 37,341
Net increase (decrease) in time deposits 12,937 12,597 (3,697)
Increase (decrease) in long-term borrowings 730 (5,562) (53)
(Decrease) increase in short-term borrowings (2,116) 14,929 (2,200)
Exercise of stock options, including tax benefit 441 945 1,959
Cash paid to repurchase common stock (6,724) (2,017) (184)
Payment of cash dividends (3,325) (2,754) (2,070)
Cash paid for fractional shares (21) (32)
------------ ------------ ------------
Net cash (used in) provided by financing activities (17,846) 30,828 31,096
------------ ------------ ------------
(Decrease) increase in cash and cash equivalents (10,723) 960 5,318
Cash and cash equivalents at beginning of year 36,075 35,115 29,797
------------ ------------ ------------
Cash and cash equivalents at end of year $ 25,352 $ 36,075 $ 35,115
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest expense $ 10,815 $ 6,509 $ 3,149
Income taxes $ 6,665 $ 5,990 $ 1,765
Non-cash investing activities:
Net change in unrealized loss (gain) on available-for-sale
investment securities $ 322 $ (2,159) $ (550)
Non-cash financing activities:
Dividends declared and unpaid $ 848 $ 841 $ 582
Adjustments to goodwill $ 238
Cumulative effect of adopting SAB 108, net of taxes $ 214
Supplemental schedule related to acquisition (Notes 3 and 4):
Deposits $ 119,236
Other liabilities 489
Payable to Bank of Amador shareholders 12,730
Interest bearing deposits in banks (100)
Available-for-sale investment securities (22,542)
Loans, net (78,737)
Premise and equipment (226)
Intangible assets (18,296)
Other assets (4,544)
Stock issued 18,284
------------
Cash acquired $ 26,294
============
The accompanying notes are an integral
part of these consolidated financial statements.
49
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE BUSINESS OF THE COMPANY
American River Bankshares (the "Company") was incorporated under the
laws of the State of California in 1995 under the name of American
River Holdings and changed its name in 2004 to American River
Bankshares. As a bank holding company, the Company is authorized to
engage in the activities permitted under the Bank Holding Company Act
of 1956, as amended, and regulations thereunder. As a community
oriented bank holding company, the principal communities served are
located in Sacramento, Placer, Yolo, El Dorado, Amador, and Sonoma
counties.
The Company owns 100% of the issued and outstanding common shares of
its banking subsidiary, American River Bank (ARB). ARB was incorporated
in 1983. ARB accepts checking and savings deposits, offers money market
deposit accounts and certificates of deposit, makes secured and
unsecured commercial, secured real estate, and other installment and
term loans and offers other customary banking services. ARB operates
six banking offices in Sacramento and Placer counties, three banking
offices in Sonoma County under the name North Coast Bank (NCB), a
division of ARB, and three banking offices in Amador County under the
name Bank of Amador, a division of ARB.
On December 3, 2004, the Company acquired Bank of Amador located in
Jackson, California (more fully described in Note 3). Bank of Amador
was merged with and into ARB and now operates as Bank of Amador, a
division of ARB. The merger transaction was accounted under the
purchase method of accounting and accordingly the results of their
operations have been included in the consolidated financial statements
since the date of acquisition.
The Company also owns one inactive subsidiary, American River
Financial.
The deposits of ARB are insured by the Federal Deposit Insurance
Corporation (the "FDIC") up to applicable legal limits. ARB does not
offer trust services or international banking services and does not
plan to do so in the near future.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
-------
The accounting and reporting policies of the Company and its
subsidiaries conform with accounting principles generally accepted in
the United States of America and prevailing practices within the
financial services industry.
Reclassifications
-----------------
Certain reclassifications have been made to prior years' balances to
conform to classifications used in 2006.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All material intercompany
transactions and accounts have been eliminated in consolidation.
Use of Estimates
----------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
50
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
-------------------------
For the purpose of the statement of cash flows, cash and due from banks
and Federal funds sold are considered to be cash equivalents.
Generally, Federal funds are sold for one-day periods.
Investment Securities
---------------------
Investments are classified into the following categories:
o Available-for-sale securities, reported at fair
value, with unrealized gains and losses excluded from
earnings and reported, net of taxes, as accumulated
other comprehensive income (loss) within
shareholders' equity.
o Held-to-maturity securities, which management has the
positive intent and ability to hold to maturity,
reported at amortized cost, adjusted for the
accretion of discounts and amortization of premiums.
Management determines the appropriate classification of its investments
at the time of purchase and may only change the classification in
certain limited circumstances. All transfers between categories are
accounted for at fair value.
Gains or losses on the sale of investment securities are computed on
the specific identification method. Interest earned on investment
securities is reported in interest income, net of applicable
adjustments for accretion of discounts and amortization of premiums. In
addition, unrealized losses that are other than temporary are
recognized in earnings for all investments.
Investment securities are evaluated for impairment on at least a
quarterly basis and more frequently when economic or market conditions
warrant such an evaluation to determine whether a decline in their
value is other than temporary. Management utilizes criteria such as the
magnitude and duration of the decline and the intent and ability of the
Company to retain its investment in the securities for a period of time
sufficient to allow for an anticipated recovery in fair value, in
addition to the reasons underlying the decline, to determine whether
the loss in value is other than temporary. The term "other than
temporary" is not intended to indicate that the decline is permanent,
but indicates that the prospects for a near-term recovery of value is
not necessarily favorable, or that there is a lack of evidence to
support a realizable value equal to or greater than the carrying value
of the investment. Once a decline in value is determined to be other
than temporary, the value of the security is reduced and a
corresponding charge to earnings is recognized.
Federal Home Loan Bank Stock
----------------------------
Investments in Federal Home Loan Bank (FHLB) stock are carried at cost
and are redeemable at par with certain restrictions. Investments in
FHLB stock are necessary to participate in FHLB programs.
Loans and Leases
----------------
Loans and leases are reported at the principal amounts outstanding,
adjusted for unearned income, deferred loan origination fees and costs,
purchase premiums and discounts, write-downs and the allowance for loan
and lease losses. Loan and lease origination fees, net of certain
deferred origination costs, and purchase premiums and discounts are
recognized as an adjustment to the yield of the related loans and
leases.
51
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loans and Leases (Continued)
----------------
The accrual of interest on loans and leases is discontinued when, in
the opinion of management, there is an indication that the borrower may
be unable to meet payments as they become due. Upon such
discontinuance, all unpaid accrued interest is reversed against current
income unless the loan or lease is well secured and in the process of
collection. Interest received on nonaccrual loans and leases is either
applied against principal or reported as interest income, according to
management's judgment as to the collectibility of principal. Generally,
loans and leases are restored to accrual status when the obligation is
brought current and has performed in accordance with the contractual
terms for a reasonable period of time and the ultimate collectibility
of the total contractual principal and interest is no longer in doubt.
Direct financing leases are carried net of unearned income. Income from
leases is recognized by a method that approximates a level yield on the
outstanding net investment in the lease.
Loan Sales and Servicing
------------------------
Included in the portfolio are Small Business Administration (SBA) loans
and Farmer Mac guaranteed loans that may be sold in the secondary
market. At the time the loan is sold, the related right to service the
loan is either retained, with the Company earning future servicing
income, or released in exchange for a one-time servicing-released
premium. A portion of this premium may be required to be refunded if
the borrower defaults or the loan prepays within ninety days of the
settlement date. There were no sales of loans subject to these recourse
provisions at December 31, 2006, 2005 and 2004. Loans subsequently
transferred to the loan portfolio are transferred at the lower of cost
or market value at the date of transfer. Any difference between the
carrying amount of the loan and its outstanding principal balance is
recognized as an adjustment to yield by the interest method. There were
no loans held for sale at December 31, 2006 and 2005.
SBA and Farmer Mac loans with unpaid balances of $1,218,000 and
$1,609,000 were being serviced for others as of December 31, 2006 and
2005, respectively. The Company also serviced loans that are
participated with other financial institutions totaling $11,642,000 and
$20,911,000 as of December 31, 2006 and 2005, respectively.
Servicing rights acquired through 1) a purchase or 2) the origination
of loans which are sold or securitized with servicing rights retained
are recognized as separate assets or liabilities. Servicing assets or
liabilities are recorded at the difference between the contractual
servicing fees and adequate compensation for performing the servicing,
and are subsequently amortized in proportion to and over the period of
the related net servicing income or expense. Servicing assets are
periodically evaluated for impairment. Servicing assets were not
considered material for disclosure purposes.
Allowance for Loan and Lease Losses
-----------------------------------
The allowance for loan and lease losses is maintained to provide for
probable losses related to impaired loans and leases and other probable
losses on loans and leases identified by management as doubtful,
substandard and special mention, as well as losses that can be expected
to occur in the normal course of business related to currently
performing loans and leases. The determination of the allowance is
based on estimates made by management, to include consideration of the
character of the loan and lease portfolio including concentrations,
types of lending, specifically identified problem loans and leases,
inherent risk of loss in the portfolio taken as a whole and economic
conditions in the Company's service areas.
52
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for Loan and Lease Losses (Continued)
-----------------------------------
The methodology for evaluating the adequacy of the allowance for loan
and lease losses has two basic elements: first, the identification of
impaired loans and the measurement of impairment for each individual
loan identified; and second, a method for estimating a general
allowance for loan and lease losses.
A loan or lease is considered impaired when it is probable that all
contractual principal and interest payments due will not be collected
in accordance with the terms of the loan or lease agreement. Impairment
on individually identified loans or leases that are not collateral
dependent is measured based on the present value of expected future
cash flows discounted at each loan or lease's original effective
interest rate. For loans that are collateral dependent, impairment is
measured based on the fair value of the collateral less estimated
selling costs.
In estimating the general allowance for loan and lease losses, the
balance of the loan portfolio is grouped into segments that have common
characteristics, such as loan type, collateral type or risk rating.
Loans typically segregated by risk rating are those that have been
assigned ratings (using regulatory definitions) of special mention,
substandard and doubtful. Loans graded loss are generally charged off
immediately.
For each general allowance portfolio segment, loss factors are applied
to calculate the required allowance. These loss factors are based upon
historical loss rates adjusted for qualitative factors representing
other significant factors affecting loan portfolio including economic
factors, credit policy and underwriting, management and staff
effectiveness, trends in delinquencies and losses, and concentrations.
The Company's Loan Committee reviews the adequacy of the allowance for
loan and lease losses at least quarterly, to include consideration of
the relative risks in the portfolio and current economic conditions.
The allowance is adjusted based on that review if, in the judgment of
the Loan Committee and management, changes are warranted.
The allowance is established through a provision for loan and lease
losses which is charged to expense. Additions to the allowance are
expected to maintain the adequacy of the total allowance after credit
losses and loan and lease growth. Though management believes the
allowance for loan and lease losses to be adequate, ultimate losses may
vary from their estimates. In addition, the Federal Reserve Bank and
California Department of Financial Institutions, as an integral part of
their examination process, review the allowance for loan and lease
losses. These agencies may require additions to the allowance for loan
and lease losses based on their judgment about information available at
the time of their examinations.
Other Real Estate
-----------------
Other real estate includes real estate acquired in full or partial
settlement of loan obligations. When property is acquired, any excess
of the recorded investment in the loan balance and accrued interest
income over the estimated fair market value of the property less
estimated selling costs is charged against the allowance for loan and
lease losses. A valuation allowance for losses on other real estate is
maintained to provide for temporary declines in value. The allowance is
established through a provision for losses on other real estate which
is included in other expenses. Subsequent gains or losses on sales or
writedowns resulting from permanent impairments are recorded in other
income or expense as incurred. There was no other real estate held by
the Company at December 31, 2006 and 2005.
53
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Premises and Equipment
----------------------
Premises and equipment are carried at cost. Depreciation is determined
using the straight-line method over the estimated useful lives of the
related assets. The useful life of the building and improvements is
forty years. The useful lives of furniture, fixtures and equipment are
estimated to be three to ten years. Leasehold improvements are
amortized over the life of the asset or the term of the related lease,
whichever is shorter. When assets are sold or otherwise disposed of,
the cost and related accumulated depreciation or amortization are
removed from the accounts, and any resulting gain or loss is recognized
in income for the period. The cost of maintenance and repairs is
charged to expense as incurred. Impairment of long-lived assets is
evaluated by management based upon an event or changes in circumstances
surrounding the underlying assets which indicate long-lived assets may
be impaired.
Goodwill and Intangible Assets
------------------------------
Business combinations involving the Company's acquisition of equity
interests or net assets of another enterprise or the assumption of net
liabilities in an acquisition of branches constituting a business may
give rise to goodwill. Goodwill represents the excess of the cost of an
acquired entity over the net of the amounts assigned to assets acquired
and liabilities assumed in transactions accounted for under the
purchase method of accounting. The value of goodwill is ultimately
derived from the Company's ability to generate net earnings after the
acquisition and is not deductible for tax purposes. A decline in net
earnings could be indicative of a decline in the fair value of goodwill
and result in impairment. For that reason, goodwill is assessed for
impairment at least annually.
Intangible assets are comprised of core deposit intangibles which
represent the estimated fair value of the long-term deposit
relationships that were assumed when the Company acquired Bank of
Amador. Core deposit intangibles are amortized using a method that
approximates the expected run-off of the deposit base, which, in this
case, is eight years. Management evaluates the recoverability and
remaining useful life annually to determine whether events or
circumstances warrant a revision to the intangible assets or the
remaining amortization period.
Income Taxes
------------
The Company files its income taxes on a consolidated basis with its
subsidiaries. The allocation of income tax expense (benefit) represents
each entity's proportionate share of the consolidated provision for
income taxes.
The Company accounts for income taxes using the balance sheet method,
under which deferred tax assets and liabilities are recognized for the
tax consequences of temporary differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment. On the consolidated balance sheet, net
deferred tax assets are included in accrued interest receivable and
other assets.
Comprehensive Income
--------------------
Comprehensive income is reported in addition to net income for all
periods presented. Comprehensive income is a more inclusive financial
reporting methodology that includes disclosure of other comprehensive
income (loss) that historically has not been recognized in the
calculation of net income. Unrealized gains and losses on the Company's
available-for-sale investment securities are included in other
comprehensive income (loss), adjusted for realized gains or losses
included in net income. Total comprehensive income and the components
of accumulated other comprehensive income (loss) are presented in the
consolidated statement of changes in shareholders' equity.
54
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share
------------------
Basic earnings per share (EPS), which excludes dilution, is computed by
dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock, such as stock
options, result in the issuance of common stock which shares in the
earnings of the Company. The treasury stock method has been applied to
determine the dilutive effect of stock options in computing diluted
EPS. EPS is retroactively adjusted for stock splits and stock dividends
for all periods presented.
Stock-Based Compensation
------------------------
At December 31, 2006, the Company has two stock-based compensation
plans, which are described more fully in Note 13. Prior to January 1,
2006, the Company accounted for the plans under the recognition and
measurement provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related
Interpretations, as permitted by Financial Accounting Standards Board
("FASB") Statement No. 123, Accounting for Stock-Based Compensation,
and FASB Statement No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure. No stock-based employee compensation cost
was recognized for options granted for the years ended December 31,
2005 and 2004 in the consolidated statement of income, as all options
granted under the plans had an exercise price equal to the market value
of the underlying common stock on the date of grant. Effective January
1, 2006, the Company adopted the fair value recognition provisions of
FASB Statement No. 123(R), Share-Based Payment, using the modified
prospective transition method. Under that transition method,
compensation cost recognized in fiscal year 2006 includes: (a)
compensation cost for all share-based payments vesting during 2006 that
were granted prior to, but not yet vested as of January 1, 2006 based
on the grant-date fair value estimated in accordance with the original
provisions of Statement No. 123, and (b) compensation cost for all
share-based payments vesting during 2006 that were granted subsequent
to January 1, 2006, based on the grant-date fair value estimated in
accordance with the provisions of Statement No. 123(R). Results for
prior periods have not been restated and there was no one-time effect
resulting from the adoption of FASB Statement No. 123(R). Compensation
expense, net of related tax benefits, recorded in 2006 as a result of
applying this accounting standard totaled $184,000, or $.03 per diluted
share. Compensation expense is recognized over the vesting period on a
straight line accounting basis.
The Company followed the alternative transition method allowed under
FAS 123R-3, Transition Election Related to Accounting for Tax Effects
of Share-Based Payment Awards ("FSP 123R-3") which provides for a
simplified method to establish the beginning balance of the additional
paid-in capital pool ("APIC pool") related to the tax effects of
employee share-based compensation.
55
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation (Continued)
------------------------
The following table illustrates the effect on net income and earnings
per share as if the Company had applied the fair value recognition
provisions of FASB Statement No. 123 to stock-based compensation for
the years ended December 31, 2005 and 2004. Pro forma adjustments to
the Company's consolidated net income and earnings per share are
disclosed during the years in which the options become vested (dollars
in thousands, except per share data).
Year Ended December 31,
-----------------------------------
2005 2004
--------------- ---------------
(Dollars in thousands,
except per share data)
Net income, as reported $ 9,184 $ 5,827
Add: Stock-based compensation expense included in
reported net income, net of tax effect
Deduct: Total stock-based compensation expense
determined under the fair value based method for
all awards, net of related tax effects (88) (68)
--------------- ---------------
Pro forma net income $ 9,096 $ 5,759
=============== ===============
Basic earnings per share - as reported $ 1.56 $ 1.18
Basic earnings per share - pro forma $ 1.54 $ 1.16
Diluted earnings per share - as reported $ 1.53 $ 1.13
Diluted earnings per share - pro forma $ 1.53 $ 1.13
The fair value of each option award is estimated on the date of grant
using a Black-Scholes-Merton based option valuation model that uses the
assumptions noted in the following table. Because Black-Scholes-Merton
based option valuation models incorporate ranges of assumptions for
inputs, those ranges are disclosed. Expected volatilities are based on
historical volatility of the Company's stock and other factors. The
Company uses historical data to estimate option exercise and employee
termination with the valuation model. The expected term of options
granted is derived from guidance provided in the Securities and
Exchange Commissions' Staff Accounting Bulletin No. 107 and represents
the period of time that options granted are expected to be outstanding.
The risk-free rate for periods within the contractual life of the
option is based on the U.S. Treasury yield curve in effect at the time
of grant.
2006 2005 2004
--------------- --------------- ---------------
Dividend yield 2.16% 2.27% to 2.71% 2.15%
Expected volatility 29.6% 30.3% to 31.4% 22.0%
Risk-free interest rate 4.68% 3.96% to 4.08% 4.01%
Expected option life in years 7 7 7
Weighted average fair value of options
granted during the year $8.34 $5.92 $4.47
56
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation (Continued)
------------------------
The following is a summary of stock option information as of or for the
year ended December 31, 2006, 2005 and 2004:
2006 2005 2004
------------ ------------ ------------
(Dollars in thousands)
Total intrinsic value of options exercised $ 791 $ 2,062 $ 4,237
Aggregate cash received for option
exercises $ 292 $ 476 $ 1,183
Total compensation cost (included in
noninterest expense) $ 221
Tax benefit recognized $ 37
Net compensation cost $ 184
Total compensation cost for nonvested
awards not yet recognized $ 828
Weighted average years to be recognized 2.4
Cumulative Effect of Adopting Staff Accounting Bulletin No. 108
---------------------------------------------------------------
In September 2006, the SEC ("SEC") issued Staff Accounting Bulletin
("SAB") No. 108 Considering the Effects of Prior Year Misstatements
When Quantifying Misstatements in Current Year Financial Statements,
which provides interpretive guidance on how registrants should quantify
financial statement misstatements. Under SAB 108 registrants are
required to consider both a "rollover" method which focuses primarily
on the income statement impact of misstatements and the "iron curtain"
method which focuses primarily on the balance sheet impact of
misstatements. The transition provisions of SAB 108 permit a registrant
to adjust retained earnings for the cumulative effect of immaterial
errors relating to prior years. The Company was required to adopt SAB
108 in the fourth quarter of 2006.
Historically, the Company evaluated uncorrected differences utilizing
the rollover approach. Management believes that the impact of errors
related to unrecorded compensated absences was immaterial to prior
fiscal years under the rollover method. Under SAB 108 management must
assess materiality using both the rollover method and the iron-curtain
method. Under the iron-curtain method, the cumulative effect of
unrecorded compensated absences is material to the Company's 2006
financial statements and, therefore, management has recorded an
adjustment to decrease the opening 2006 retained earnings balance in
the amount of $214,000, increase other liabilities in the amount of
$350,000 and increase deferred tax assets by $136,000 in accordance
with the implementation guidance in SAB 108.
57
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impact of New Financial Accounting Standards
--------------------------------------------
Accounting for Uncertainty in Income Taxes
In July 2006, the FASB issued Financial Accounting Standards
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in a company's
financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition
threshold and measurement standard for the financial statement
recognition and measurement of an income tax position taken or expected
to be taken in a tax return. In addition, FIN 48 provides guidance on
derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
The Company presently recognizes income tax positions based on
management's estimate of whether it is reasonably possible that a
liability has been incurred for unrecognized income tax benefits by
applying FASB Statement No.5, Accounting for Contingencies.
The provisions of FIN 48 will be effective for the Company on January
1, 2007 and are to be applied to all tax positions upon initial
application of this standard. Only tax positions that meet the
more-likely-than-not recognition threshold at the effective date may be
recognized or continue to be recognized upon adoption.
The cumulative effect of applying the provisions of FIN 48 will be
reported as an adjustment to the opening balance of retained earnings
for the fiscal year of adoption. Management does not expect the
adoption of FIN 48 to have a material impact on the Company's financial
position or results of operations.
Fair Value Measurements
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157 (SFAS 157), Fair Value Measurements. This statement
defines fair value, establishes a framework for measuring fair value
and expands disclosures about fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within that fiscal year.
Management is in the process of evaluating the impact of adopting this
statement.
3. MERGER TRANSACTION WITH BANK OF AMADOR
On December 3, 2004, the Company completed an acquisition of Bank of
Amador (BNKA) through a merger and tax-free reorganization. The Company
acquired BNKA and merged BNKA with and into ARB. The acquisition was
completed because the Board of Directors and management of both
organizations believed the combination would be in the best interests
of shareholders of the Company and BNKA and that the combined companies
could offer a broader array of services and products than each could
offer on its own. Total consideration paid BNKA shareholders was
determined through extensive negotiations supported by internal
modeling, which management believed would result in earnings per share
accretion to the Company's shareholders in 2005. These factors
contributed to the purchase price which resulted in the recognition of
goodwill.
58
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
3. MERGER TRANSACTION WITH BANK OF AMADOR (Continued)
The following table summarizes the terms of the acquisition (dollars in
thousands):
Shares of common stock issued 775,548
Value of common stock issued $ 18,284
Cash paid to Bank of Amador shareholders $ 12,730
Total consideration paid $ 31,014
During 2005, goodwill was increased $238,000 representing the final
adjustments to the initial allocation of the purchase price.
The following supplemental pro forma information discloses selected
financial information for the year ended December 31, 2004 as though
the merger had been completed at the beginning of the year (dollars in
thousands, except per share data):
Earnings as reported:
Revenue $ 25,031
Net income $ 5,827
Basic EPS $ 1.30
Diluted EPS $ 1.24
Pro forma merger adjustments:
Revenue $ 6,905
Net income $ 1,584
Pro forma earnings after merger adjustments:
Revenue $ 31,936
Net income $ 7,411
Basic EPS $ 1.42
Diluted EPS $ 1.37
Pro forma net income for the year ended December 31, 2004 excludes
nonrecurring charges of approximately $2,086,000 on an after-tax basis,
representing merger-related expenses and the cost of retiring
outstanding stock options.
The estimated fair value of assets acquired and liabilities assumed at
December 3, 2004 are as follows (dollars in thousands):
Cash and cash equivalents $ 26,294
Interest-bearing deposits in banks 100
Available-for-sale investment securities 22,542
Gross loans 79,598
Allowance for loan and lease losses (861)
Premises and equipment 226
Core deposit intangible 2,213
Goodwill 16,083
Other assets 4,544
------------
Total assets acquired 150,739
------------
Deposits 119,236
Other liabilities 489
------------
Total liabilities assumed 119,725
------------
Purchase price $ 31,014
============
59
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
4. GOODWILL AND OTHER INTANGIBLE ASSETS
At December 31, 2006 and 2005, goodwill totaled $16,321,000. Goodwill
is evaluated annually for impairment under the provisions of SFAS No.
142, Goodwill and Other Intangible Assets, and management determined
that no impairment recognition was required for the years ended
December 31, 2006 and 2005. Goodwill is not deductible for tax
purposes.
Other intangible assets are comprised of core deposit intangibles
totaling $1,501,000 and $1,831,000 at December 31, 2006 and 2005,
respectively. Amortization included in other expense totaled $330,000
and $352,000 for the years ended December 31, 2006 and 2005,
respectively. The remaining balance will be amortized over 5.9 years.
Amortization expense for the next five years is estimated as follows
(dollars in thousands):
Year Ending
December 31,
------------
2007 $ 308
2008 286
2009 264
2010 242
2011 219
5. INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities at
December 31, 2006 and 2005 consisted of the following (dollars in
thousands):
Available-for-Sale
------------------
2006
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------ ------------
Debt securities:
U.S. Government agencies $ 28,532 $ (409) $ 28,123
Mortgage-backed securities 33,930 $ 9 (703) 33,236
Obligations of states and
political subdivisions 41,115 407 (298) 41,224
Corporate debt securities 1,005 (2) 1,003
Equity securities:
Corporate stock 584 50 (11) 623
------------ ------------ ------------ ------------
$ 105,166 $ 466 $ (1,423) $ 104,209
============ ============ ============ ============
60
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. INVESTMENT SECURITIES (Continued)
Available-for-Sale (Continued)
------------------------------
2005
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------ ------------
Debt securities:
U.S. Government agencies $ 49,860 $ (741) $ 49,119
Mortgage-backed securities 37,065 $ 31 (770) 36,326
Obligations of states and
political subdivisions 36,942 486 (322) 37,106
Corporate debt securities 1,017 (3) 1,014
Equity securities:
Corporate stock 584 52 (12) 624
------------ ------------ ------------ ------------
$ 125,468 $ 569 $ (1,848) $ 124,189
============ ============ ============ ============
Net unrealized losses on available-for-sale investment securities
totaling $957,000 were recorded, net of $392,000 in tax benefits, as
accumulated other comprehensive loss within shareholders' equity at
December 31, 2006. Proceeds and gross realized gains from the sale of
available-for-sale investment securities for the year ended December
31, 2006 totaled $3,259,000 and $1,000, respectively. There were no
transfers of available-for-sale investment securities during the year
ended December 31, 2006.
Net unrealized losses on available-for-sale investment securities
totaling $1,279,000 were recorded, net of $522,000 in tax benefits, as
accumulated other comprehensive loss within shareholders' equity at
December 31, 2005. Proceeds and gross realized gains from the sale of
available-for-sale investment securities for the year ended December
31, 2005 totaled $6,964,000 and $48,000, respectively. There were no
transfers of available-for-sale investment securities during the year
ended December 31, 2005.
Proceeds and gross realized losses from the sale of available-for-sale
investment securities for the year ended December 31, 2004 totaled
$5,019,000 and $38,000, respectively.
Held-to-Maturity
----------------
2006
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------ ------------
Debt securities:
Mortgage-backed securities $ 44,031 $ 69 $ (380) $ 43,720
============ ============ ============ ============
2005
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------ ------------ ------------
Debt securities:
Mortgage-backed securities $ 45,012 $ 60 $ (414) $ 44,658
============ ============ ============ ============
There were no sales or transfers of held-to-maturity investment
securities for the years ended December 31, 2006, 2005 and 2004.
61
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. INVESTMENT SECURITIES (Continued)
The amortized cost and estimated fair value of investment securities at
December 31, 2006 by contractual maturity are shown below (dollars in
thousands).
Available-for-Sale Held-to-Maturity
--------------------------- ---------------------------
Estimated Estimated
Amortized Fair Amortized Fair
Cost Value Cost Value
------------ ------------ ------------ ------------
Within one year $ 17,505 $ 17,428
After one year through five years 29,374 28,877
After five years through ten years 13,535 13,791
After ten years 10,238 10,254
------------ ------------
70,652 70,350
Investment securities not due at
a single maturity date:
Mortgage-backed securities 33,930 33,236 $ 44,031 $ 43,720
Corporate stock 584 623
------------ ------------ ------------ ------------
$ 105,166 $ 104,209 $ 44,031 $ 43,720
============ ============ ============ ============
Expected maturities will differ from contractual maturities because the
issuers of the securities may have the right to call or prepay
obligations with or without call or prepayment penalties.
Investment securities with amortized costs totaling $62,347,000 and
$57,898,000 and estimated fair values totaling $61,240,000 and
$56,901,000 were pledged to secure treasury tax and loan accounts,
State Treasury funds on deposit, public agency and bankruptcy trustee
deposits and borrowing arrangements (see Note 10) at December 31, 2006
and 2005, respectively.
Investment securities with unrealized losses at December 31, 2006 and
2005 are summarized and classified according to the duration of the
loss period as follows (dollars in thousands):
2006
---------------------------------------------------------------------------------------
Less than 12 Months 12 Months or More Total
--------------------------- --------------------------- ---------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
------------ ------------ ------------ ------------ ------------ ------------
Available-for-Sale
------------------
Debt securities:
U.S. Government
agencies $ 28,123 $ (409) $ 28,123 $ (409)
Mortgage-backed
securities 32,150 (703) 32,150 (703)
Obligations of states
and political sub-
divisions $ 7,285 $ (50) 16,650 (247) 23,935 (297)
Corporate debt securities 1,003 (2) 1,003 (2)
Corporate stock 239 (12) 239 (12)
------------ ------------ ------------ ------------ ------------ ------------
$ 7,285 $ (50) $ 78,165 $ (1,373) $ 85,450 $ (1,423)
============ ============ ============ ============ ============ ============
62
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. INVESTMENT SECURITIES (Continued)
2006
---------------------------------------------------------------------------------------
Less than 12 Months 12 Months or More Total
--------------------------- --------------------------- ---------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
------------ ------------ ------------ ------------ ------------ ------------
Held-to-Maturity
----------------
Debt securities:
Mortgage-backed
securities $ 2,250 $ (7) $ 29,672 $ (373) $ 31,922 $ (380)
============ ============ ============ ============ ============ ============
2005
---------------------------------------------------------------------------------------
Less than 12 Months 12 Months or More Total
--------------------------- --------------------------- ---------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
------------ ------------ ------------ ------------ ------------ ------------
Available-for-Sale
------------------
Debt securities:
U.S. Government
agencies $ 29,344 $ (368) $ 19,775 $ (373) $ 49,119 $ (741)
Mortgage-backed
securities 16,779 (374) 16,619 (396) 33,398 (770)
Obligations of states
and political sub-
divisions 18,083 (212) 6,370 (110) 24,453 (322)
Corporate debt securities 1,014 (3) 1,014 (3)
Corporate stock 238 (12) 238 (12)
------------ ------------ ------------ ------------ ------------ ------------
$ 65,220 $ (957) $ 43,002 $ (891) $ 108,222 $ (1,848)
============ ============ ============ ============ ============ ============
Held-to-Maturity
----------------
Debt securities:
Mortgage-backed
securities $ 30,753 $ (344) $ 3,130 $ (70) $ 33,883 $ (414)
============ ============ ============ ============ ============ ============
At December 31, 2006, the unrealized loss on the Company's investments
in U.S. Government agencies, mortgage-backed securities and obligations
of states and political sub-divisions is primarily driven by interest
rates. Because the decline in market value is attributable to a change
in interest rates and not credit quality, and because the Company has
the ability and intent to hold these investments until recovery of fair
value, which may be maturity, management does not consider these
investments to be other-than-temporarily impaired.
At December 31, 2006, the unrealized loss on the Company's investments
in corporate debt securities is related to two investments that are in
a loss position of $2,000 that have been evaluated by management for
other-than-temporary impairment. Management believes it will be able to
collect all amounts due according to the contractual terms of the
underlying investment securities; therefore, management does not
consider these investments to be other-than-temporarily impaired.
At December 31, 2006, the unrealized loss on the Company's investments
in corporate stock is related to a single investment that is in a loss
position of $12,000 that has been evaluated by management for
other-than-temporary impairment. The Company has the ability and intent
to hold this investment until recovery of fair value; therefore,
management does not consider this investment to be
other-than-temporarily impaired.
63
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
6. LOANS AND LEASES
Outstanding loans and leases are summarized as follows (dollars in
thousands):
December 31,
---------------------------
2006 2005
------------ ------------
Real estate - commercial $ 175,643 $ 154,500
Real estate - construction 90,314 103,048
Real estate - multi-family 3,618 3,767
Real estate - residential 8,689 4,680
Commercial 85,859 77,971
Lease financing receivable 6,375 7,967
Agriculture 7,362 8,129
Consumer 11,712 11,900
------------ ------------
389,572 371,962
Deferred loan and lease origination fees, net (705) (712)
Allowance for loan and lease losses (5,874) (5,679)
------------ ------------
$ 382,993 $ 365,571
============ ============
Certain loans have been pledged to secure borrowing arrangements (see
Note 10).
The components of the Company's leases receivable are summarized as
follows (dollars in thousands):
December 31,
---------------------------
2006 2005
------------ ------------
Future lease payments receivable $ 6,883 $ 8,470
Residual interests 226 275
Unearned income (734) (778)
------------ ------------
Net lease financing receivable $ 6,375 $ 7,967
============ ============
Future lease payments receivable are as follows (dollars in thousands):
Year Ending
December 31,
------------
2007 $ 2,984
2008 2,059
2009 975
2010 461
2011 216
Thereafter 188
------------
Total lease payments receivable $ 6,883
============
64
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
6. LOANS AND LEASES (Continued)
Changes in the allowance for loan and lease losses were as follows
(dollars in thousands):
Year Ended December 31,
------------------------------------------
2006 2005 2004
------------ ------------ ------------
Balance, beginning of year $ 5,679 $ 5,496 $ 3,949
Allowance acquired 861
Provision charged to operations 320 322 895
Losses charged to allowance (150) (206) (269)
Recoveries 25 67 60
------------ ------------ ------------
Balance, end of year $ 5,874 $ 5,679 $ 5,496
============ ============ ============
At December 31, 2006 and 2005, nonaccrual loans and leases totaled
$65,000 and $67,000, respectively. Interest foregone on nonaccrual
loans for the years ended December 31, 2006, 2005 and 2004 was not
material. There were no impaired loans at December 31, 2006 and 2005.
Salaries and employee benefits totaling $1,183,000, $1,395,000 and
$706,000 have been deferred as loan and lease origination costs for the
years ended December 31, 2006, 2005 and 2004, respectively.
7. PREMISES AND EQUIPMENT
Premises and equipment consisted of the following (dollars in
thousands):
December 31,
---------------------------
2006 2005
------------ ------------
Land $ 206 $ 206
Building and improvements 873 779
Furniture, fixtures and equipment 6,267 6,023
Leasehold improvements 1,141 1,133
------------ ------------
8,487 8,141
Less accumulated depreciation
and amortization (6,641) (6,051)
------------ ------------
$ 1,846 $ 2,090
============ ============
Depreciation and amortization included in occupancy and furniture and
equipment expense totaled $623,000, $672,000 and $562,000 for the years
ended December 31, 2006, 2005 and 2004, respectively.
8. ACCOUNTS RECEIVABLE SERVICING RECEIVABLES
The Company purchases existing accounts receivable on a discounted
basis from selected merchants and assumes the related billing and
collection responsibilities on a recourse basis. Accounts receivable
servicing fees included in other income totaled $372,000, $356,000 and
$316,000 for the years ended December 31, 2006, 2005 and 2004,
respectively. The valuation allowance for these receivables is not
significant.
65
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
9. INTEREST-BEARING DEPOSITS
Interest-bearing deposits consisted of the following (dollars in
thousands):
December 31,
---------------------------
2006 2005
------------ ------------
Savings $ 36,893 $ 37,711
Money market 122,765 133,443
NOW accounts 41,814 46,364
Time, $100,000 or more 82,569 69,063
Other time 49,260 49,728
------------ ------------
$ 333,301 $ 336,309
============ ============
Aggregate annual maturities of time deposits are as follows (dollars in
thousands):
Year Ending
December 31,
------------
2007 $ 113,633
2008 6,736
2009 4,489
2010 1,770
2011 5,184
Thereafter 17
-----------
$ 131,829
===========
Interest expense recognized on interest-bearing deposits consisted of
the following (dollars in thousands):
Year Ended December 31,
------------------------------------------
2006 2005 2004
------------ ------------ ------------
Savings $ 242 $ 150 $ 56
Money market 3,074 2,164 1,057
NOW accounts 130 83 43
Time, $100,000 or more 3,092 1,620 836
Other time 2,139 1,629 519
------------ ------------ ------------
$ 8,677 $ 5,646 $ 2,511
============ ============ ============
66
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
10. BORROWING ARRANGEMENTS
The Company has a total of $53,000,000 in unsecured short-term
borrowing arrangements to purchase Federal funds with four of its
correspondent banks. There were no advances under the borrowing
arrangements as of December 31, 2006 and 2005.
In addition, the Company has a line of credit available with the
Federal Home Loan Bank which is secured by pledged mortgage loans (see
Note 6) and investment securities (see Note 5). Borrowings may include
overnight advances as well as loans with a term of up to thirty years.
Advances totaling $42,270,000 were outstanding from the Federal Home
Loan Bank at December 31, 2006, bearing fixed interest rates ranging
from 2.66% to 6.13% and maturing between January 3, 2007 and April 7,
2008. Advances totaling $43,656,000 were outstanding from the Federal
Home Loan Bank at December 31, 2005, bearing fixed interest rates
ranging from 2.10% to 6.13% and maturing between January 3, 2006 and
December 31, 2007. Amounts available under the borrowing arrangement
with the Federal Home Loan Bank at December 31, 2006 and 2005 totaled
$87,091,000 and $3,534,000, respectively.
The following table summarizes these borrowings (in thousands):
December 31,
---------------------------------------------------------
2006 2005
--------------------------- ---------------------------
Weighted Weighted
Average Average
Amount Rate Amount Rate
------------ ------------ ------------ ------------
Short-term portion of borrowings $ 37,270 5.08% $ 39,386 3.73%
Long-term borrowings 5,000 4.92% 4,270 4.10%
$ 42,270 5.06% $ 43,656 3.76%
Future minimum principal payments on outstanding borrowings are as
follows (dollars in thousands):
Year Ending
December 31,
------------
2007 $ 37,270
2008 5,000
------------
$ 42,270
============
The Company has also been issued $3,500,000 in letters of credit by the
Federal Home Loan Bank which have been pledged to secure Local Agency
Deposits. The letters of credit act as a guarantee of payment to
certain third parties in accordance with specified terms and
conditions. The letters of credit were not drawn upon in 2006 and
management does not expect to draw upon these lines in the future.
67
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
11. INCOME TAXES
The provision for income taxes for the years ended December 31, 2006,
2005, and 2004 consisted of the following (dollars in thousands):
Federal State Total
------------ ------------ ------------
2006
----
Current $ 5,076 $ 1,666 $ 6,742
Deferred (878) (125) (1,003)
------------ ------------ ------------
Provision for income taxes $ 4,198 $ 1,541 $ 5,739
============ ============ ============
2005
----
Current $ 4,706 $ 1,508 $ 6,214
Deferred (481) 59 (422)
------------ ------------ ------------
Provision for income taxes $ 4,225 $ 1,567 $ 5,792
============ ============ ============
2004
----
Current $ 2,504 $ 956 $ 3,460
Deferred (25) (57) (82)
------------ ------------ ------------
Provision for income taxes $ 2,479 $ 899 $ 3,378
============ ============ ============
Deferred tax assets (liabilities) consisted of the following (dollars
in thousands):
December 31,
---------------------------
2006 2005
------------ ------------
Deferred tax assets:
Allowance for loan and lease losses $ 2,532 $ 2,382
Future benefit of State tax deduction 580 506
Deferred compensation 1,172 517
Unrealized losses on available-for-sale investment
securities 409 522
Other 237 167
------------ ------------
Total deferred tax assets 4,930 4,094
------------ ------------
Deferred tax liabilities:
Core deposit intangible (682) (819)
Investment market to market (129) (165)
Future liability of State deferred tax assets (215) (133)
Deferred loan costs (438) (430)
Federal Home Loan Bank stock dividends (161) (122)
Other (10)
------------ ------------
Total deferred tax liabilities (1,625) (1,679)
------------ ------------
Net deferred tax assets $ 3,305 $ 2,415
============ ============
68
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
11. INCOME TAXES (Continued)
The provision for income taxes differs from amounts computed by
applying the statutory Federal income tax rate of 35.0% to income
before income taxes. The significant items comprising these differences
consisted of the following:
Year Ended December 31,
---------------------------------------
2006 2005 2004
---------- ---------- ----------
Federal income tax statutory rate 35.0% 34.0% 34.0%
State franchise tax, net of Federal tax effect 6.8% 6.9% 6.4%
Tax benefit of interest on obligations of
states and political subdivisions (2.2)% (2.0)% (1.9)%
Tax-exempt income from life insurance
policies (0.5)% (0.4)% (2.3)%
Stock option compensation expense 0.3%
Other (0.6)% 0.2% 0.5%
---------- ---------- ----------
Effective tax rate 38.8% 38.7% 36.7%
========== ========== ==========
12. COMMITMENTS AND CONTINGENCIES
Leases
------
The Company leases branch facilities, administrative offices and
various equipment under noncancelable operating leases which expire on
various dates through the year 2016. Certain of the leases have five
year renewal options. Two of the branch facilities are leased from
current or former members of the Company's Board of Directors (see Note
17).
Future minimum lease payments are as follows (dollars in thousands):
Year Ending
December 31,
------------
2007 $ 977
2008 1,084
2009 833
2010 653
2011 555
Thereafter 1,563
----------
$ 5,665
==========
Rental expense included in occupancy, furniture and equipment expense
totaled $1,035,000, $887,000 and $718,000 for the years ended December
31, 2006, 2005 and 2004, respectively.
Financial Instruments With Off-Balance-Sheet Risk
-------------------------------------------------
The Company is a party to financial instruments with off-balance-sheet
risk in the normal course of business in order to meet the financing
needs of its customers and to reduce its exposure to fluctuations in
interest rates. These financial instruments consist of commitments to
extend credit and standby letters of credit. These instruments involve,
to varying degrees, elements of credit and interest rate risk in excess
of the amount recognized on the balance sheet.
69
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
Financial Instruments With Off-Balance-Sheet Risk (Continued)
The Company's exposure to credit loss in the event of nonperformance by
the other party for commitments to extend credit and standby letters of
credit is represented by the contractual amount of those instruments.
The Company uses the same credit policies in making commitments and
standby letters of credit as it does for loans included on the
consolidated balance sheet.
The following financial instruments represent off-balance-sheet credit
risk (dollars in thousands):
December 31,
-------------------------
2006 2005
---------- ----------
Commitments to extend credit:
Revolving lines of credit secured by 1-4 family residences $ 9,144 $ 16,845
Commercial real estate, construction and land
development commitments secured by real estate 45,752 55,313
Other unused commitments, principally commercial loans 59,686 65,644
---------- ----------
$ 114,582 $ 137,802
========== ==========
Standby letters of credit $ 5,701 $ 3,393
========== ==========
Real estate commitments are generally secured by property with a
loan-to-value ratio of 65% to 75%. In addition, the majority of the
Company's commitments have variable interest rates.
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any conditions established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since some of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. Each client's creditworthiness is evaluated on a
case-by-case basis. The amount of collateral obtained, if deemed
necessary upon extension of credit, is based on management's credit
evaluation of the borrower. Collateral held varies, but may include
accounts receivable, inventory, equipment and deeds of trust on
residential real estate and income-producing commercial properties.
Standby letters of credit are conditional commitments issued to
guarantee the performance or financial obligation of a client to a
third party. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to clients.
The fair value of the liability related to these standby letters of
credit, which represents the fees received for issuing the guarantees,
was not significant at December 31, 2006 and 2005. The Company
recognizes these fees as revenue over the term of the commitment or
when the commitment is used.
Significant Concentrations of Credit Risk
-----------------------------------------
The Company grants real estate mortgage, real estate construction,
commercial, agricultural and consumer loans to clients throughout
Sacramento, Placer, Yolo, Amador, El Dorado and Sonoma counties.
In management's judgment, a concentration exists in real estate-related
loans which represented approximately 71% and 72% of the Company's loan
portfolio at December 31, 2006 and 2005, respectively. Although
management believes such concentrations to have no more than the normal
risk of collectibility, a substantial decline in the economy in
general, or a decline in real estate values in the Company's primary
market areas in particular, could have an adverse impact on
collectibility of these loans. However, personal and business income
represent the primary source of repayment for a majority of these
loans.
70
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
12. COMMITMENTS AND CONTINGENCIES (Continued)
Correspondent Banking Agreements
--------------------------------
The Company maintains funds on deposit with other federally insured
financial institutions under correspondent banking agreements.
Uninsured deposits totaled $2,601,000 at December 31, 2006.
Contingencies
-------------
The Company is subject to legal proceedings and claims which arise in
the ordinary course of business. In the opinion of management, the
amount of ultimate liability with respect to such actions will not
materially affect the consolidated financial position or results of
operations of the Company.
13. SHAREHOLDERS' EQUITY
Earnings Per Share
------------------
A reconciliation of the numerators and denominators of the basic and
diluted earnings per share computations is as follows (dollars and
shares in thousands, except per share data):
Weighted
Average
Number of
Net Shares Per-Share
For the Year Ended Income Outstanding Amount
-------------------------------------- ------------ ------------ ------------
December 31, 2006
-----------------
Basic earnings per share $ 9,062 5,801 $ 1.56
============
Effect of dilutive stock options 107
------------ ------------
Diluted earnings per share $ 9,062 5,908 $ 1.53
============ ============ ============
December 31, 2005
-----------------
Basic earnings per share $ 9,184 5,901 $ 1.56
============
Effect of dilutive stock options 121
------------ ------------
Diluted earnings per share $ 9,184 6,022 $ 1.53
============ ============ ============
December 31, 2004
-----------------
Basic earnings per share $ 5,827 4,952 $ 1.18
============
Effect of dilutive stock options 226
------------ ------------
Diluted earnings per share $ 5,827 5,178 $ 1.13
============ ============ ============
71
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
13. SHAREHOLDERS' EQUITY (Continued)
Stock Option Plans
------------------
In 2000 and 1995, the Board of Directors adopted stock option plans
under which options may be granted to employees and directors under
incentive and nonstatutory agreements. Both of these plans have been
approved by the Company's shareholders. At December 31, 2006, grants
outstanding combined with shares available for future grants totaled
637,040 shares under these plans. The plans require that the option
price may not be less than the fair market value of the stock at the
date the option is granted. The purchase price of exercised options is
payable in full in cash or shares of the Company's common stock owned
by the optionee at the time the option is exercised. The options expire
on dates determined by the Board of Directors, but not later than ten
years from the date of grant. Options vest ratably over a five year
period. Outstanding options under the 1995 plan are exercisable until
their expiration; however, no new options will be granted under this
plan. The Plans do not provide for the settlement of awards in cash and
new shares are issued upon the exercise of options.
A summary of the outstanding and vested stock option activity for the
year ended December 31, 2006 is as follows:
Outstanding Nonvested
--------------------------- ---------------------------
Weighted
Average Weighted
Exercise Average
Price Fair Value
Shares Per Share Shares Per Share
------------ ------------ ------------ ------------
Balance, January 1, 2006 303,812 $ 12.59 136,446 $ 4.88
Options granted 67,926 $ 26.48 67,926 $ 8.34
Options vested (33,037) $ 4.65
Options exercised (45,070) $ 6.48
Options expired or canceled (386) $ 19.44
------------ ------------
Balance, December 31, 2006 326,282 $ 16.32 171,335 $ 6.29
============ ============
A summary of exercisable options as of December 31, 2006 is as follows:
Number of vested stock options 154,947
Weighted average exercise price per share $ 10.54
Aggregate intrinsic value $ 2,085,000
Weighted average remaining contractual term in years 4.0
72
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
13. SHAREHOLDERS' EQUITY (Continued)
Stock Option Plans (Continued)
------------------
A summary of options outstanding at December 31, 2006 follows:
Number of Weighted Number of
Options Average Options
Outstanding Remaining Exercisable
December 31, Contractual December 31,
Range of Exercise Prices 2006 Life 2006
------------------------ ------------- ------------- -------------
$ 4.51 16,372 3.05 years 16,372
$ 4.78 11,807 1.75 years 11,807
$ 5.30 12,287 .35 years 12,287
$ 7.65 10,440 2.85 years 10,440
$ 7.82 9,212 2.05 years 9,212
$ 8.43 35,323 1.75 years 35,323
$ 12.87 40,235 6.25 years 23,332
$ 13.95 841 6.45 years 505
$ 18.50 56,922 7.35 years 22,686
$ 19.96 26,516 8.05 years 5,303
$ 20.10 38,401 8.65 years 7,680
$ 26.48 67,926 9.15 years
------------- -------------
326,282 154,947
============= =============
Common Stock Repurchase Program
-------------------------------
On September 20, 2001, the Board of Directors of the Company authorized
a stock repurchase program which calls for the repurchase of up to five
percent (5%) annually of the Company's outstanding shares of common
stock. The repurchases are to be made from time to time in the open
market as conditions allow. The Board of Directors has reserved the
right to suspend, terminate, modify or cancel this repurchase program
at any time for any reason.
Stock Dividend
--------------
The Board of Directors declared 5% stock dividends on November 15,
2006, November 16, 2005 and December 16, 2004. All per share and stock
option data included in the consolidated financial statements have been
retroactively restated to reflect the stock dividends.
14. REGULATORY MATTERS
Dividends
---------
Upon declaration by the Board of Directors of the Company, all
shareholders of record will be entitled to receive dividends. The
California Financial Code restricts the total dividend payment of any
state banking association in any calendar year to the lesser of (1) the
bank's retained earnings or (2) the bank's net income for its last
three fiscal years, less distributions made to shareholders during the
same three-year period. In addition, subject to prior regulatory
approval, any state banking association may request an exception to
this restriction. In 2006, ARB requested, and received approval for, a
one-time payment of $2,500,000. At December 31, 2006, ARB had $223,000
in retained earnings available for dividend payments to the Company.
73
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
14. REGULATORY MATTERS (Continued)
Dividends (Continued)
---------
The Company has paid quarterly cash dividends on its common stock since
the first quarter of 2004; prior to that, the Company paid cash
dividends twice a year since 1992. It is currently the intention of the
Board of Directors of the Company to continue payment of cash dividends
on a quarterly basis. In 2006, 2005 and 2004, the Company declared cash
dividends in the amount of $.58, $.51 and $.40, respectively, per
common share. The amounts have been adjusted to reflect 5% stock
dividends declared in 2006 and in 2005. There is no assurance, however,
that any dividends will be paid in the future since they are subject to
regulatory restrictions, and dependent upon earnings, financial
condition and capital requirements of the Company and its subsidiaries.
Regulatory Capital
------------------
The Company and ARB are subject to certain regulatory capital
requirements administered by the Board of Governors of the Federal
Reserve System and the FDIC. Failure to meet these minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a
direct material effect on the Company's consolidated financial
statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the banking subsidiaries must
meet specific capital guidelines that involve quantitative measures of
their assets, liabilities and certain off-balance-sheet items as
calculated under regulatory accounting practices. The Company's and
ARB's capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk
weightings and other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Company and its banking subsidiary to maintain
minimum amounts and ratios of total and Tier 1 capital to risk-weighted
assets and of Tier 1 capital to average assets. Each of these
components is defined in the regulations. Management believes that the
Company and its banking subsidiary met all their capital adequacy
requirements as of December 31, 2006 and 2005.
In addition, the most recent notifications from the FDIC categorized
ARB as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized, ARB must
maintain minimum total risk-based, Tier 1 risk-based and Tier 1
leverage ratios as set forth below. There are no conditions or events
since those notifications that management believes have changed the
categories.
December 31,
---------------------------------------------------------
2006 2005
--------------------------- ---------------------------
Amount Ratio Amount Ratio
------------ ------------ ------------ ------------
(dollars in thousands)
Leverage Ratio
--------------
American River Bankshares and Subsidiaries $ 45,114 7.8% $ 45,351 7.6%
Minimum regulatory requirement $ 23,097 4.0% $ 23,741 4.0%
American River Bank $ 45,842 8.0% $ 45,602 7.7%
Minimum requirement for "Well-Capitalized" institution $ 28,825 5.0% $ 29,620 5.0%
Minimum regulatory requirement $ 23,060 4.0% $ 23,696 4.0%
74
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
14. REGULATORY MATTERS (Continued)
Regulatory Capital (Continued)
------------------
December 31,
---------------------------------------------------------
2006 2005
--------------------------- ---------------------------
Amount Ratio Amount Ratio
------------ ------------ ------------ ------------
(dollars in thousands)
Tier 1 Risk-Based Capital Ratio
-------------------------------
American River Bankshares and Subsidiaries $ 45,114 10.3% $ 45,351 10.6%
Minimum regulatory requirement $ 17,450 4.0% $ 17,165 4.0%
American River Bank $ 45,842 10.5% $ 45,602 10.7%
Minimum requirement for "Well-Capitalized" institution $ 26,087 6.0% $ 25,680 6.0%
Minimum regulatory requirement $ 17,391 4.0% $ 17,120 4.0%
Total Risk-Based Capital Ratio
------------------------------
American River Bankshares and Subsidiaries $ 50,572 11.6% $ 50,719 11.8%
Minimum regulatory requirement $ 34,932 8.0% $ 34,355 8.0%
American River Bank $ 51,282 11.8% $ 50,956 11.9%
Minimum requirement for "Well-Capitalized" institution $ 43,522 10.0% $ 42,833 10.0%
Minimum regulatory requirement $ 34,818 8.0% $ 34,266 8.0%
15. OTHER NONINTEREST INCOME AND EXPENSE
Other noninterest income consisted of the following (dollars in
thousands):
Year Ended December 31,
------------------------------------------
2006 2005 2004
------------ ------------ ------------
Merchant fee income $ 549 $ 509 $ 393
Accounts receivable servicing fees (Note 8) 372 356 316
Income from residential lending division 256 283 187
Bank owned life insurance 192 179 69
Gain on life insurance death benefit 553
Other 290 282 326
------------ ------------ ------------
$ 1,659 $ 1,609 $ 1,844
============ ============ ============
75
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
15. OTHER NONINTEREST INCOME AND EXPENSE (Continued)
Other noninterest expense consisted of the following
(dollars in thousands):
Year Ended December 31,
------------------------------------------
2006 2005 2004
------------ ------------ ------------
Professional fees $ 778 $ 732 $ 478
Outsourced item processing 495 489 383
Telephone and postage 411 439 280
Advertising and promotion 357 331 288
Stationery and supplies 335 303 262
Amortization of intangible assets 330 352 30
Directors' expense 311 429 518
Donations 88 82 527
Other operating expenses 1,271 1,231 1,156
------------ ------------ ------------
$ 4,376 $ 4,388 $ 3,922
============ ============ ============
16. EMPLOYEE BENEFIT PLANS
American River Bankshares 401(k) Plan
-------------------------------------
The American River Bankshares 401(k) Plan commenced January 1, 1993 and
is available to all employees. Under the plan, the Company will match
100% of each participants' contribution up to 3% of annual compensation
plus 50% of the next 2% of annual compensation. Employer Safe Harbor
matching contributions (made after January 1, 2004) are 100% vested
upon entering the plan. The Company's contributions made prior to
January 1, 2004 vest at a rate of 20% per year over a five year period.
The Company's contributions totaled $217,000, $220,000 and $169,000 for
the years ended December 31, 2006, 2005 and 2004, respectively.
Employee Stock Purchase Plan
----------------------------
The Company contracts with an administrator for an Employee Stock
Purchase Plan which allows employees to purchase the Company's stock at
fair market value as of the date of purchase. The Company bears all
costs of administering the Plan, including broker's fees, commissions,
postage and other costs actually incurred.
American River Bankshares Deferred Compensation Plan
----------------------------------------------------
The Company has established a Deferred Compensation Plan for certain
members of the management team and a Deferred Fee Agreement for
Non-Employee Directors for the purpose of providing the opportunity for
participants to defer compensation. Participants of the management
team, who are selected by a committee designated by the Board of
Directors, may elect to defer annually a minimum of $5,000 or a maximum
of eighty percent of their base salary and all of their cash bonus.
Directors may also elect to defer up to one hundred percent of their
monthly fees. The Company bears all administration costs and funds the
interest earned on participant deferrals at a rate based on U.S.
Government Treasury rates. Deferred compensation, including interest
earned, totaled $1,488,000, $1,147,000 and $851,000 at December 31,
2006, 2005 and 2004, respectively. The expense recognized under this
plan totaled $113,000, $78,000 and $55,000 for the years ended December
31, 2006, 2005 and 2004, respectively.
76
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
16. EMPLOYEE BENEFIT PLANS (Continued)
Salary Continuation Plan
------------------------
The Company has agreements to provide certain current executives, or
their designated beneficiaries, with annual benefits for up to 15 years
after retirement or death. These benefits are substantially equivalent
to those available under life insurance policies purchased by the
Company on the lives of the executives. The Company accrues for these
future benefits from the effective date of the agreements until the
executives' expected final payment dates in a systematic and rational
manner. At the balance sheet date, the amount of accrued benefits
approximates the then present value of the benefits expected to be
provided at retirement. The expense recognized under this plan totaled
$126,000, $115,000 and $29,000 for the years ended December 31, 2006,
2005 and 2004, respectively.
Under these plans, the Company invested in single premium life
insurance policies with cash surrender values totaling $9,697,000 and
$5,073,000 at December 31, 2006 and 2005, respectively. On the
consolidated balance sheet, the cash surrender value of life insurance
policies is included in accrued interest receivable and other assets.
Tax-exempt income on these policies, net of expense, totaled
approximately $192,000, $179,000 and $69,000 for the years ended
December 31, 2006, 2005 and 2004, respectively.
17. RELATED PARTY TRANSACTIONS
During the normal course of business, the Company enters into
transactions with related parties, including Directors and affiliates.
These transactions include borrowings from the Company with
substantially the same terms, including rates and collateral, as loans
to unrelated parties. The following is a summary of the aggregate
activity involving related party borrowers during 2006 (dollars in
thousands):
Balance, January 1, 2006 $ 6,976
Disbursements 64
Amounts repaid 4,801
------------
Balance, December 31, 2006 $ 2,239
============
Undisbursed commitments to related parties,
December 31, 2006 $ 106
============
The Company also leases two of its branch facilities from current or
former members of the Company's Board of Directors. Rental payments to
the Directors totaled $118,000, $115,000 and $112,000 for the years
ended December 31, 2006, 2005 and 2004, respectively.
77
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
18. OTHER COMPREHENSIVE INCOME (LOSS)
At December 31, 2006, 2005 and 2004, the Company had other
comprehensive income (loss) as follows (dollars in thousands):
Tax
Before (Expense) After
Tax Benefit Tax
------------ ------------ ------------
For the Year Ended December 31, 2006
------------------------------------
Other comprehensive income:
Unrealized holding gains $ 323 $ (130) $ 193
Less reclassification adjustment for realized
gains included in net income 1 1
------------ ------------ ------------
$ 322 $ (130) $ 192
============ ============ ============
For the Year Ended December 31, 2005
------------------------------------
Other comprehensive loss:
Unrealized holding losses $ (2,111) $ 827 $ (1,284)
Less reclassification adjustment for realized
gains included in net income 48 (20) 28
------------ ------------ ------------
$ (2,159) $ 847 $ (1,312)
============ ============ ============
For the Year Ended December 31, 2004
------------------------------------
Other comprehensive loss:
Unrealized holding losses $ (588) $ 256 $ (332)
Less reclassification adjustment for realized
losses included in net income (38) 15 (23)
------------ ------------ ------------
$ (550) $ 241 $ (309)
============ ============ ============
19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Estimated fair values are disclosed for financial instruments for which
it is practicable to estimate fair value. These estimates are made at a
specific point in time based on relevant market data and information
about the financial instruments. These estimates do not reflect any
premium or discount that could result from offering the Company's
entire holdings of a particular financial instrument for sale at one
time, nor do they attempt to estimate the value of anticipated future
business related to the instruments. In addition, the tax ramifications
related to the realization of unrealized gains and losses can have a
significant effect on fair value estimates and have not been considered
in any of these estimates.
Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on judgments
regarding current economic conditions, risk characteristics of various
financial instruments and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment
and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the fair values presented.
The following methods and assumptions were used by the Company to
estimate the fair value of its financial instruments at December 31,
2006 and 2005:
Cash and cash equivalents: For cash and cash equivalents, the carrying
amount is estimated to be fair value.
78
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Interest-bearing deposits in banks: The fair values of interest-bearing
deposits in banks are estimated by discounting their future cash flows
using rates at each reporting date for instruments with similar
remaining maturities offered by comparable financial institutions.
Investment securities: For investment securities, fair values are based
on quoted market prices, where available. If quoted market prices are
not available, fair values are estimated using quoted market prices for
similar securities and indications of value provided by brokers.
Loans and leases: For variable-rate loans and leases that reprice
frequently with no significant change in credit risk, fair values are
based on carrying values. The fair values for other loans and leases
are estimated using discounted cash flow analyses, using interest rates
being offered at each reporting date for loans and leases with similar
terms to borrowers of comparable creditworthiness. The carrying amount
of accrued interest receivable approximates its fair value.
FHLB stock: The carrying amount of FHLB stock approximates its fair
value. This investment is carried at cost and is redeemable at par with
certain restrictions.
Accounts receivable servicing receivables: The carrying amount of
accounts receivable servicing receivables approximates their fair value
because of the relatively short period of time between the origination
of the receivables and their expected collection.
Cash surrender value of life insurance policies: The fair value of life
insurance policies are based on cash surrender values at each reporting
date as provided by insurers.
Deposits: The fair values for demand deposits are, by definition, equal
to the amount payable on demand at the reporting date represented by
their carrying amount. Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow analysis using
interest rates offered at each reporting date for certificates with
similar remaining maturities. The carrying amount of accrued interest
payable approximates its fair value.
Short-term and long-term borrowings: The fair value of short-term
borrowings is estimated to be the carrying amount. The fair value of
long-term borrowings is estimated using a discounted cash flow analysis
using interest rates currently available for similar debt instruments.
Commitments to extend credit: The fair value of commitments are based
on fees currently charged to enter into similar agreements, net of
origination fees. These fees were not material at December 31, 2006 and
2005.
79
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
19. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
The carrying amounts and estimated fair values of the Company's
financial instruments are as follows (dollars in thousands):
December 31, 2006 December 31, 2005
--------------------------- ---------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
------------ ------------ ------------ ------------
Financial assets:
Cash and cash equivalents $ 25,352 $ 25,352 $ 36,075 $ 36,075
Interest-bearing deposits in banks 4,951 4,955 4,844 4,823
Investment securities 148,240 147,929 169,201 168,847
Loans and leases, net 382,993 382,630 365,571 364,589
FHLB stock 3,071 3,071 2,608 2,608
Accounts receivable servicing
receivables 2,581 2,581 2,000 2,000
Accrued interest receivable 3,131 3,131 2,925 2,925
Cash surrender value of life
insurance policies 9,697 9,697 5,073 5,073
Financial liabilities:
Deposits $ 493,875 $ 494,512 $ 500,706 $ 500,906
Short-term borrowings 37,270 37,270 39,386 39,386
Long-term borrowings 5,000 4,942 4,270 3,423
Accrued interest payable 868 868 795 795
80
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
20. PARENT ONLY CONDENSED FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET
December 31, 2006 and 2005
(Dollars in thousands)
2006 2005
------------ ------------
ASSETS
Cash and due from banks $ 308 $ 316
Investment in subsidiaries 63,100 62,997
Dividends receivable from subsidiaries 300 842
Other assets 1,434 973
------------ ------------
$ 65,142 $ 65,128
============ ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Liabilities:
Dividends payable to shareholders $ 848 $ 841
Other liabilities 1,923 1,541
------------ ------------
Total liabilities 2,771 2,382
------------ ------------
Shareholders' equity:
Common stock 48,246 47,474
Retained earnings 14,690 16,029
Accumulated other comprehensive loss, net of taxes (565) (757)
------------ ------------
Total shareholders' equity 62,371 62,746
------------ ------------
$ 65,142 $ 65,128
============ ============
81
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
20. PARENT ONLY CONDENSED FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENT OF INCOME
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
2006 2005 2004
------------ ------------ ------------
Income:
Dividends declared by subsidiaries -
eliminated in consolidation $ 9,570 $ 6,522 $ 12,035
Management fee from subsidiaries - eliminated
in consolidation 3,174 2,760 2,193
Other income 20 19 20
------------ ------------ ------------
Total income 12,764 9,301 14,248
------------ ------------ ------------
Expenses:
Salaries and employee benefits 2,647 2,338 2,042
Professional fees 386 225 107
Directors' expense 237 339 433
Donations 503
Other expenses 726 611 524
------------ ------------ ------------
Total expenses 3,996 3,513 3,609
------------ ------------ ------------
Income before equity in undistributed
income of subsidiaries 8,768 5,788 10,639
Equity in undistributed (distributed) income of
subsidiaries (28) 3,107 (5,355)
------------ ------------ ------------
Income before income taxes 8,740 8,895 5,284
Income tax benefit 322 289 543
------------ ------------ ------------
Net income $ 9,062 $ 9,184 $ 5,827
============ ============ ============
82
AMERICAN RIVER BANKSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
20. PARENT ONLY CONDENSED FINANCIAL STATEMENTS (Continued)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2006, 2005 and 2004
(Dollars in thousands)
2006 2005 2004
------------ ------------ ------------
Cash flows from operating activities:
Net income $ 9,062 $ 9,184 $ 5,827
Adjustments to reconcile net income to net
cash provided by operating activities:
Undistributed (distributed) earnings of
subsidiaries 28 (3,107) 5,355
Decrease (increase) in dividends receivable
from subsidiaries 542 9,143 (9,635)
Stock option compensation expense 221
(Increase) decrease in other assets (206) 74 (149)
Increase (decrease) in other liabilities 32 (692) 1,149
------------ ------------ ------------
Net cash provided by operating activities 9,679 14,602 2,547
------------ ------------ ------------
Cash flows from investing activities:
Cash paid to Bank of Amador shareholders (12,730)
Purchase of equipment (58) (353)
------------ ------------ ------------
Net cash used in investing activities (58) (13,083)
------------ ------------ ------------
Cash flows from financing activities:
Cash dividends paid (3,325) (2,753) (2,070)
Exercise of stock options, including tax benefit 441 945 1,959
Cash paid to repurchase common stock (6,724) (2,017) (184)
Cash paid for fractional shares (21) (32)
------------ ------------ ------------
Net cash used in financing activities (9,629) (3,857) (295)
------------ ------------ ------------
Net (decrease) increase in cash and cash
equivalents (8) (2,338) 2,252
Cash and cash equivalents at beginning of year 316 2,654 402
------------ ------------ ------------
Cash and cash equivalents at end of year $ 308 $ 316 $ 2,654
============ ============ ============
Non-cash investing activities:
Payable to Bank of Amador shareholders $ 12,730
Common stock issued in acquisition $ 18,284
Non-cash financing activities:
Dividends declared and unpaid $ 848 $ 841 $ 582
Cumulative effect of adopting SAB 108, net of taxes $ 214
83
Selected Quarterly Information (Unaudited)
--------------------------------------------------------------------------------------------------------
(In thousands, except per share and price range of common stock)
--------------------------------------------------------------------------------------------------------
March 31, June 30, September 30, December 31,
--------------------------------------------------------------------------------------------------------
2006
Interest income $ 9,117 $ 9,463 $ 9,737 $ 9,637
Net interest income 6,792 6,699 6,798 6,777
Provision for loan and lease losses 84 156 30 50
Noninterest income 634 597 605 607
Noninterest expense 3,638 3,622 3,602 3,526
Income before taxes 3,704 3,518 3,771 3,808
Net income 2,243 2,137 2,275 2,407
--------------------------------------------------------------------------------------------------------
Basic earnings per share $ .38 $ .36 $ .39 $ .43
Diluted earnings per share .37 .36 .39 .42
Cash dividends per share .143 .143 .143 .150
--------------------------------------------------------------------------------------------------------
Price range, common stock $ 20.24-27.62 $ 24.53-27.62 $ 23.05-25.90 $ 23.01-25.47
========================================================================================================
2005
Interest income $ 7,674 $ 8,011 $ 8,562 $ 8,966
Net interest income 6,315 6,439 6,753 6,955
Provision for loan and lease losses 217 55 -- 50
Noninterest income 581 584 594 570
Noninterest expense 3,328 3,403 3,464 3,298
Income before taxes 3,351 3,565 3,883 4,177
Net income 2,051 2,190 2,376 2,567
--------------------------------------------------------------------------------------------------------
Basic earnings per share $ .35 $ .37 $ .40 $ .44
Diluted earnings per share .34 .36 .39 .43
Cash dividends per share .113 .118 .136 .143
--------------------------------------------------------------------------------------------------------
Price range, common stock $ 18.90-21.31 $ 18.82-21.54 $ 18.96-22.00 $ 20.05-21.80
========================================================================================================
The earnings per share, cash dividends, and price range have been adjusted for
5% stock dividends in 2006 and 2005.
84
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There has been no change in the independent accountants engaged to
audit the financial statements of the Company and its subsidiaries during the
last two fiscal years ended December 31, 2006. There have been no disagreements
with such independent accountants during the last two fiscal years ended
December 31, 2006, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
Item 9A. Controls and Procedures.
Effectiveness of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its
management, including the Chief Executive Officer and the Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December
31, 2006. Based on that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely making known to them material information
relating to the Company and the Company's consolidated subsidiaries required to
be disclosed in the Company's reports filed or submitted under the Exchange Act.
During the quarter ended December 31, 2006, there have been no changes
in the Company's internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, these controls.
Report of Management on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting for the Company
(as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended).
The Company's management, including the Chief Executive Officer and
Chief Financial Officer, has assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2006. In making
this assessment, management used the criteria applicable to the Company as set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal Control--Integrated Framework. Based upon such assessment, management
believes that, as of December 31, 2006, the Company's internal control over
financial reporting is effective based upon those criteria.
Perry-Smith LLP, the registered public accounting firm that audited the
Company's consolidated financial statements included in this Annual Report under
Item 8, "Financial Statements and Supplementary Data," has issued a report with
respect to management's assessment of the effectiveness of the Company's
internal control over financial reporting. The report of Perry-Smith LLP is set
forth immediately below.
85
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
--------------------------------------------------------------------------------
To the Board of Directors
American River Bankshares
We have audited management's assessment, included in the accompanying
Report of Management on Internal Control Over Financial Reporting, that American
River Bankshares and subsidiaries (the "Company") maintained effective internal
control over financial reporting as of December 31, 2006, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("the COSO criteria"). The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that American River Bankshares
and subsidiaries maintained effective internal control over financial reporting
as of December 31, 2006, is fairly stated, in all material respects, based on
the COSO criteria. Also in our opinion, American River Bankshares and
subsidiaries maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2006, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheet of American River Bankshares and subsidiaries as of December 31, 2006 and
2005, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2006 and our report dated March 7, 2007 expressed an
unqualified opinion thereon.
/s/ Perry-Smith LLP
----------------------------------------
Sacramento, California
March 7, 2007
86
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10 of Form 10-K is incorporated by
reference to the information contained in the Company's Proxy Statement for the
2007 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.
Item 11. Executive Compensation.
The information required by Item 11 of Form 10-K is incorporated by
reference to the information contained in the Company's Proxy Statement for the
2007 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The information required by Item 12 of Form 10-K is incorporated by
reference to the information contained in the Company's Proxy Statement for the
2007 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The information required by Item 13 of Form 10-K is incorporated by
reference to the information contained in the Company's Proxy Statement for the
2007 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.
Item 14. Principal Accounting Fees and Services.
The information required by Item 14 of Form 10-K is incorporated by
reference to the information contained in the Company's Proxy Statement for the
2007 Annual Meeting of Shareholders which will be filed pursuant to Regulation
14A.
87
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements. Listed and included in Part II, Item 8.
(2) Financial Statement Schedules. Not applicable.
(3) Exhibits.
Exhibit
Number Document Description
(2.1) Agreement and Plan of Reorganization and Merger by and among
the Registrant, ARH Interim National Bank and North Coast
Bank, N.A., dated as of March 1, 2000 (included as Annex A).
**
(2.2) Agreement and Plan of Reorganization and Merger by and among
the Registrant, American River Bank and Bank of Amador, dated
as of July 8, 2004 (included as Annex A). ***
(3.1) Articles of Incorporation, as amended, incorporated by
reference from Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 2004, filed
with the Commission on August 11, 2004.
(3.2) Bylaws, as amended, incorporated by reference from Exhibit 3.2
to the Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 2006, filed with the Commission on May
9, 2006.
(4.1) Specimen of the Registrant's common stock certificate,
incorporated by reference from Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30,
2004, filed with the Commission on August 11, 2004.
(10.1) Lease agreement between American River Bank and Spieker
Properties, L.P., a California limited partnership, dated
April 1, 2000, related to 1545 River Park Drive, Suite 107,
Sacramento, California. **
(10.2) Lease agreement between American River Bank and Bradshaw
Plaza, Associates, Inc. dated November 27, 2006, related to
9750 Business Park Drive, Sacramento, California incorporated
by reference from Exhibit 99.1 to the Registrant's Report on
Form 8-K, filed with the Commission on November 28, 2006.
(10.3) Lease agreement between American River Bank and Marjorie G.
Taylor dated April 5, 1984, and addendum dated July 16, 1997,
related to 10123 Fair Oaks Boulevard, Fair Oaks, California.
**
(10.4) Lease agreement between American River Bank and LUM YIP KEE,
Limited (formerly Sandalwood Land Company) dated August 28,
1996, related to 2240 Douglas Boulevard, Suite 100, Roseville,
California (**) and Amendment No. 1 thereto dated July 28,
2006, incorporated by reference from Exhibit 99.1 to the
Registrant's Report on Form 8-K, filed with the Commission on
July 31, 2006.
*(10.5) Registrant's 1995 Stock Option Plan. **
*(10.6) Form of Nonqualified Stock Option Agreement under the 1995
Stock Option Plan. **
*(10.7) Form of Incentive Stock Option Agreement under the 1995 Stock
Option Plan. **
88
*(10.8) Registrant's Stock Option Gross-Up Plan and Agreement, as
amended, dated May 20, 1998. **
*(10.9) Registrant's Deferred Compensation Plan, incorporated by
reference from Exhibit 99.2 to the Registrant's Report on Form
8-K, filed with the Commission on May 30, 2006.
*(10.10) Registrant's Deferred Fee Plan, incorporated by reference from
Exhibit 99.1 to the Registrant's Report on Form 8-K, filed
with the Commission on May 30, 2006.
*(10.11) American River Bank Employee Severance Policy dated March 18,
1998. **
(10.12) Lease agreement and addendum between North Coast Bank, N.A.
and Rosario LLC, each dated September 1, 1998, related to 50
Santa Rosa Avenue, Santa Rosa, California. **
(10.13) Lease agreement between American River Bank and 520 Capitol
Mall, Inc., dated August 19, 2003, related to 520 Capitol
Mall, Suite 100, Sacramento, California, incorporated by
reference from Exhibit 10.29 to the Registrant's Form 10-Q for
the period ended September 30, 2003, filed with the Commission
on November 7, 2003 and the First Amendment thereto dated
April 21, 2004, incorporated by reference from Exhibit 10.37
to the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 2004, filed with the Commission on
August 11, 2004.
*(10.14) Employment Agreement between Registrant and David T. Taber
dated June 2, 2006, incorporated by reference from Exhibit
99.3 to the Registrant's Report on Form 8-K, filed with the
Commission on May 30, 2006.
(10.15) Lease agreement between R & R Partners, a California General
Partnership and North Coast Bank, N.A., dated July 1, 2003,
related to 8733 Lakewood Drive, Suite A, Windsor, California,
incorporated by reference from Exhibit 10.32 to the Company's
Form 10-Q for the period ended September 30, 2003, filed with
the Commission on November 7, 2003 and the First Amendment
thereto, dated January 2, 2006, incorporated by reference from
Exhibit 99.1 to the Registrant's Report on Form 8-K, filed
with the Commission on January 3, 2006.
*(10.16) Salary Continuation Agreement, as amended on June 2, 2006,
between American River Bank and Mitchell A. Derenzo,
incorporated by reference from Exhibit 99.9 to the
Registrant's Report on Form 8-K, filed with the Commission on
May 30, 2006.
*(10.17) Salary Continuation Agreement, as amended on June 2, 2006,
between the Registrant and David T. Taber, incorporated by
reference from Exhibit 99.7 to the Registrant's Report on Form
8-K, filed with the Commission on May 30, 2006.
*(10.18) Salary Continuation Agreement, as amended on June 2, 2006,
between American River Bank and Douglas E. Tow, incorporated
by reference from Exhibit 99.8 to the Registrant's Report on
Form 8-K, filed with the Commission on May 30, 2006.
*(10.19) Registrant's 2000 Stock Option Plan with forms of Nonqualified
Stock Option Agreement and Incentive Stock Option Agreement.
**
*(10.20) Registrant's 401(k) Plan dated September 20, 2004,
incorporated by reference from Exhibit 10.38 to the
Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 2004, filed with the Commission on
November 12, 2004.
(10.21) Lease agreement between Bank of Amador and the United States
Postal Service, dated April 24, 2001, related to 424 Sutter
Street, Jackson, California (***) and the First Amendment
thereto, dated June 5, 2006, incorporated by reference from
Exhibit 99.1 to the Registrant's Report on Form 8-K, filed
with the Commission on June 6, 2006.
89
(10.22) Ground lease agreement between Bank of Amador and the James B.
Newman and Helen M. Newman, dated June 1, 1992, related to
26675 Tiger Creek Road, Pioneer, California. ***
*(10.23) Salary Continuation Agreement, as amended on June 2, 2006,
between Bank of Amador, a division of American River Bank, and
Larry D. Standing and related Endorsement Split Dollar
Agreement, incorporated by reference from Exhibit 99.5 to the
Registrant's Report on Form 8-K, filed with the Commission on
May 30, 2006.
*(10.24) Director Retirement Agreement, as amended on June 2, 2006,
between Bank of Amador, a division of American River Bank, and
Larry D. Standing, incorporated by reference from Exhibit 99.6
to the Registrant's Report on Form 8-K, filed with the
Commission on May 30, 2006.
*(10.25) Employment Agreement dated June 2, 2006 between Bank of
Amador, a division of American River Bank, and Larry D.
Standing, incorporated by reference from Exhibit 99.4 to the
Registrant's Report on Form 8-K, filed with the Commission on
May 30, 2006.
(10.26) Item Processing Agreement between American River Bank and
Fidelity Information Services, Inc., dated April 22, 2005,
incorporated by reference from Exhibit 99.1 to the
Registrant's Report on Form 8-K, filed with the Commission on
April 27, 2005.
(10.27) Lease agreement between Registrant and One Capital Center, a
California limited partnership, dated May 17, 2005, related to
3100 Zinfandel Drive, Rancho Cordova, California, incorporated
by reference from Exhibit 99.1 to the Registrant's Report on
Form 8-K, filed with the Commission on May 18, 2005.
(10.28) Managed Services Agreement between American River Bankshares
and ProNet Solutions, Inc., dated September 8, 2005,
incorporated by reference from Exhibit 99.1 to the
Registrant's Report on Form 8-K, filed with the Commission on
September 9, 2005.
*(10.29) American River Bankshares 2005 Executive Incentive Plan,
incorporated by reference from Exhibit 99.1 to the
Registrant's Report on Form 8-K, filed with the Commission on
October 27, 2005 and First Amendment thereto, incorporated by
reference from Exhibit 99.1 to the Registrant's Report on Form
8-K, filed with the Commission on March 17, 2006.
*(10.30) American River Bankshares Director Emeritus Program,
incorporated by reference from Exhibit 10.33 to the
Registrant's Report on Form 10-Q, filed with the Commission on
August 8, 2006.
*(10.31) Employment Agreement dated September 20, 2006 between American
River Bankshares and Mitchell A. Derenzo, incorporated by
reference from Exhibit 99.1 to the Registrant's Report on Form
8-K, filed with the Commission on September 20, 2006.
*(10.32) Employment Agreement dated September 20, 2006 between American
River Bankshares and Douglas E. Tow, incorporated by reference
from Exhibit 99.2 to the Registrant's Report on Form 8-K,
filed with the Commission on September 20, 2006.
*(10.33) Employment Agreement dated September 20, 2006 between American
River Bankshares and Kevin B. Bender, incorporated by
reference from Exhibit 99.3 to the Registrant's Report on Form
8-K, filed with the Commission on September 20, 2006.
90
*(10.34) Employment Agreement dated September 20, 2006 between American
River Bank and Gregory N. Patton, incorporated by reference
from Exhibit 99.4 to the Registrant's Report on Form 8-K,
filed with the Commission on September 20, 2006.
*(10.35) Employment Agreement dated September 20, 2006 between American
River Bank and Raymond F. Byrne, incorporated by reference
from Exhibit 99.5 to the Registrant's Report on Form 8-K,
filed with the Commission on September 20, 2006.
(14.1) Registrant's Code of Ethics, incorporated by reference from
Exhibit 14.1 to the Registrant's Annual Report on Form 10-K
for the period ended December 31, 2003, filed with the
Commission on March 19, 2004.
(21.1) The Registrant's only subsidiaries are American River Bank and
American River Financial.
(23.1) Consent of Perry-Smith LLP.
(31.1) Certifications of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certifications of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32.1) Certification of Registrant by its Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Denotes management contracts, compensatory plans or
arrangements.
** Incorporated by reference to Registrant's Registration
Statement on Form S-4 (No. 333-36326) filed with the
Commission on May 5, 2000.
***Incorporated by reference to Registrant's Registration
Statement on Form S-4 (No. 333-119085) filed with the
Commission on September 17, 2004.
An Annual Report for the fiscal year ended December 31, 2006 and Notice
of Annual Meeting and Proxy Statement for the Company's 2007 Annual Meeting will
be mailed to security holders subsequent to the date of filing this Report.
Copies of said materials will be furnished to the Commission in accordance with
the Commission's Rules and Regulations.
91
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN RIVER BANKSHARES
March 5, 2007 By: /s/ DAVID T. TABER
------------- ----------------------------------------
David T. Taber
Chief Executive Officer
(Principal Executive Officer)
March 5, 2007 By: /s/ MITCHELL A. DERENZO
------------- ----------------------------------------
Mitchell A. Derenzo
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ CHARLES D. FITE Director, Chairman 3/07/07
-------------------------------
Charles D. Fite
/s/ ROGER J. TAYLOR Director, Vice Chairman 3/07/07
-------------------------------
Roger J. Taylor
/s/ AMADOR S. BUSTOS Director 3/07/07
-------------------------------
Amador S. Bustos
/s/ ROBERT J. FOX Director 3/07/07
-------------------------------
Robert J. Fox
/s/ WILLIAM A. ROBOTHAM Director 3/07/07
-------------------------------
William A. Robotham
/s/ DAVID T. TABER Director 3/07/07
-------------------------------
David T. Taber
/s/ STEPHEN H. WAKS Director 3/07/07
-------------------------------
Stephen H. Waks
/s/ MICHAEL A. ZIEGLER Director 3/07/07
-------------------------------
Michael A. Ziegler
92
EXHIBIT INDEX
Exhibit Number Description Page
--------------------------------------------------------------------------------
23.1 Consent of Perry-Smith LLP 94
31.1 Certifications of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 95
31.2 Certifications of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 96
32.1 Certification of American River Bankshares Chief
Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 97
93