Edgar Filing: AMERICAN RIVER BANKSHARES

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ____________________

Commission File Number: 0-31525

AMERICAN RIVER BANKSHARES

(Exact name of registrant as specified in its charter)

California		68-0352144
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3100 Zinfandel Drive, Suite 450, Rancho Cordova, California		95670
(Address of principal executive offices)		(Zip Code)

(916) 851-0123

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

No par value Common Stock – 9,845,533 shares outstanding at May 12, 2010.

AMERICAN RIVER BANKSHARES

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2010

Part I.			Page

	Item 1.	Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	38
	Item 4T.	Controls and Procedures	38

Part II.

	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
	Item 3.	Defaults Upon Senior Securities	40
	Item 4.	(Reserved)	40
	Item 5.	Other Information	40
	Item 6.	Exhibits	40

Signatures			44

Exhibit Index			45

	31.1	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICAN RIVER BANKSHARES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands)	March 31, 2010		December 31, 2009

ASSETS

Cash and due from banks	$	48,250	$	58,493
Investment securities:
Available-for-sale (amortized cost: 2010—$112,546; 2009—$96,305)		114,526		96,682
Held-to-maturity (fair value: 2010—$11,034; 2009—$12,889)		10,529		12,331
Loans and leases, less allowance for loan and lease losses of $8,380 at March 31, 2010 and $7,909 at December 31, 2009		362,791		376,322
Premises and equipment, net		2,010		2,094
Federal Home Loan Bank stock		3,922		3,922
Goodwill and other intangible assets		16,904		16,965
Other real estate owned		3,271		2,508
Accrued interest receivable and other assets		21,437		25,101
	$	583,640	$	594,418

LIABILITIES AND SHAREHOLDERS’ EQUITY

Deposits:
Noninterest bearing	$	116,321	$	118,328
Interest-bearing		352,823		351,427
Total deposits		469,144		469,755

Short-term borrowings		9,500		14,500
Long-term borrowings		12,000		17,000
Accrued interest payable and other liabilities		4,324		5,818

Total liabilities		494,968		507,073

Commitments and contingencies

Shareholders’ equity:
Preferred stock, no par value; 20,000,000 shares authorized; none outstanding
Common stock, no par value; 20,000,000 shares authorized; issued and outstanding – 9,845,533 shares at March 31, 2010 and December 31, 2009		71,633		71,578
Retained earnings		15,851		15,545
Accumulated other comprehensive income, net of taxes		1,188		222

Total shareholders’ equity		88,672		87,345
	$	583,640	$	594,418

See Notes to Unaudited Consolidated Financial Statements

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(dollars in thousands, except per share data)

For the three months ended March 31,

	2010		2009

Interest income:
Interest and fees on loans	$	5,837	$	6,718
Interest on deposits in banks		—		33
Interest and dividends on investment securities:
Taxable		708		735
Exempt from Federal income taxes		169		265
Total interest income		6,714		7,751
Interest expense:
Interest on deposits		798		1,081
Interest on borrowings		144		331
Total interest expense		942		1,412

Net interest income		5,772		6,339

Provision for loan and lease losses		1,641		1,229

Net interest income after provision for loan and lease losses		4,131		5,110

Noninterest income:
Service charges on deposit accounts		233		242
Gain on sale of securities		2		—
Other noninterest income		226		268
Total noninterest income		461		510

Noninterest expense:
Salaries and employee benefits		1,994		1,872
Occupancy		331		358
Furniture and equipment		198		190
Federal Deposit Insurance Corporation assessments		319		74
Other expense		1,343		1,107
Total noninterest expense		4,185		3,601

Income before provision for income taxes		407		2,019

Provision for income taxes		101		736

Net income	$	306	$	1,283

Basic earnings per share	$	0.03	$	0.22
Diluted earnings per share	$	0.03	$	0.22

Cash dividends per share	$	—	$	0.14

See notes to Unaudited Consolidated Financial Statements

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

								Accumulated
								Other			Total			Total
	Common Stock				Retained			Comprehensive			Shareholders’			Comprehensive
(dollars in thousands)	Shares		Amount		Earnings			Income			Equity			Income

Balance, January 1, 2009		5,792,283	$	47,433	$	15,617		$	397		$	63,447

Comprehensive income:
Net income						1,586						1,586		$	1,586
Other comprehensive (loss), net of tax:
Net change in unrealized gains on available-for-sale investment securities									(175	)		(175	)		(175	)
Total comprehensive income														$	1,411
Cash dividends ($0.29 per share)						(1,658	)					(1,658	)
Stock options exercised and related tax benefit		5,250		34								34
Stock option compensation expense				210								210
Issuance of new shares, net of costs		4,048,000		23,901								23,901

Balance, December 31, 2009		9,845,533		71,578		15,545			222			87,345
Comprehensive income:
Net income						306						306		$	306
Other comprehensive income, net of tax:
Net change in unrealized gains on available-for-sale investment securities									966			966			966
Total comprehensive income														$	1,272
Stock option compensation expense				55								55
Balance, March 31, 2010		9,845,533	$	71,633	$	15,851		$	1,188		$	88,672

See Notes to Unaudited Consolidated Financial Statements

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(dollars in thousands)
For the three months ended March 31,
	2010			2009
Cash flows from operating activities:
Net income	$	306		$	1,283
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		1,641			1,229
(Decrease) increase in deferred loan origination fees, net		(57	)		69
Depreciation and amortization		210			209
Gain on sale and call of investment securities		(2	)		—
Amortization of investment security premiums and discounts, net		510			38
Provision for accounts receivable servicing receivable allowance for losses		(4	)		45
Increase in cash surrender value of life insurance policies		(59	)		(57	)
Stock option compensation expense		55			55
Tax benefit from exercise of stock options		—			(12	)
Loss on sale and write-down of other real estate owned		248			—
Decrease (increase) in accrued interest receivable and other assets		3,050			(191	)
(Decrease) increase in accrued interest payable and other liabilities		(1,494	)		1,425

Net cash provided by operating activities		4,404			4,093

Cash flows from investing activities:
Proceeds from the sale of available-for-sale investment securities		9			—
Proceeds from matured and called available-for-sale investment securities		1,370			115
Purchases of available-for-sale investment securities		(22,329	)		(6,586	)
Proceeds from principal repayments for available-for-sale investment securities		4,152			2,332
Proceeds from principal repayments for held-to-maturity investment securities		1,851			3,297
Net decrease in interest-bearing deposits in banks		—			1,476
Net decrease (increase) in loans		10,248			(1,585	)
Proceeds from sale of other real estate		688			—
Net decrease in accounts receivable servicing receivables		40			558
Purchases of equipment		(65	)		(231	)

Net cash used in investing activities		(4,036	)		(624	)

AMERICAN RIVER BANKSHARES

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

(Unaudited)

(dollars in thousands)
For the three months ended March 31,
	2010			2009

Cash flows from financing activities:
Net increase (decrease) in demand, interest-bearing and savings deposits	$	4,066		$	(8,916	)
Net (decrease) increase in time deposits		(4,677	)		8,796
Net decrease in short-term borrowings		(5,000	)		(16,110	)
Net (decrease) increase in long-term borrowings		(5,000	)		7,500
Payment of cash dividends		—			(828	)
Exercise of stock options		—			22
Tax benefit from exercise of stock options		—			12

Net cash used in financing activities	$	(10,611	)	$	(9,524	)

Decrease in cash and cash equivalents		(10,243	)		(6,055	)

Cash and cash equivalents at beginning of year		58,493			15,170

Cash and cash equivalents at end of period	$	48,250		$	9,115

See Notes to Unaudited Consolidated Financial Statements

AMERICAN RIVER BANKSHARES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2010

1. CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the consolidated financial position of American River Bankshares (the “Company”) at March 31, 2010 and December 31, 2009, and the results of its operations its cash flows for the three-month periods ended March 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

Certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The Company believes that the disclosures are adequate to make the information not misleading. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2009 annual report on Form 10-K. The results of operations for the three-month period ended March 31, 2010 may not necessarily be indicative of the operating results for the full year.

In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan and lease losses, the provision for taxes and the estimated fair value of investment securities and other real estate owned.

Management has determined that since all of the banking products and services offered by the Company are available in each branch office of American River Bank, all branch offices are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate all of the branch offices and report them as a single operating segment. No client accounts for more than ten percent (10%) of revenues for the Company or American River Bank.

2. STOCK-BASED COMPENSATION

Stock Option Plan

In 2000, the Board of Directors adopted a stock option plan under which options may be granted to employees and directors under incentive and nonstatutory agreements. The plan requires that the option price may not be less than the fair market value of the stock at the date the option is granted. The options under this plan expire on dates determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period is generally five years; however, the vesting period can be modified at the discretion of the Company’s Board of Directors. Outstanding options under the plan are exercisable until their expiration. New shares are issued upon exercise.

Stock Option Compensation

There were no stock options granted during the three-month period ended March 31, 2010 and 62,003 stock options were granted during the three-month period ended March 31, 2009. The weighted average grant date fair value of options granted for the three-month period ended March 31, 2009 was $0.69. For the three-month periods ended March 31, 2010 and 2009, the compensation cost recognized for stock option compensation was $55,000 for each period. The recognized tax benefit for stock option compensation expense was $10,000 and $11,000, for the three-month periods ended March 31, 2010 and 2009, respectively.

At March 31, 2010, the total compensation cost related to nonvested awards not yet recorded is expected to be $319,000. This amount will be recognized over the next five years and the weighted average period of recognizing these costs is expected to be 1.8 years.

Stock Option Activity

A summary of option activity under the stock option plan as of March 31, 2010 and changes during the period then ended is presented below:

Options	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2010	381,021	$	17.20		5.3 years	$	—
Granted	—		—		—		—
Exercised	—		—		—		—
Cancelled	(714)	$	22.59		—		—
Outstanding at March 31, 2010	380,307	$	17.19		6.3 years	$	—
Exercisable at March 31, 2010	253,737	$	18.16		5.5 years	$	—

The intrinsic value was derived from the market price of the Company’s common stock of $7.99 as of March 31, 2010.

3. COMMITMENTS AND CONTINGENCIES

In the normal course of business there are outstanding various commitments to extend credit which are not reflected in the financial statements, including loan commitments of approximately $64,062,000 and standby letters of credit of approximately $10,226,000 at March 31, 2010. Such loans relate primarily to real estate construction loans, revolving lines of credit and other commercial loans. However, all such commitments will not necessarily culminate in actual extensions of credit by the Company during 2010 as some of these are expected to expire without being fully drawn upon.

Standby letters of credit are commitments issued to guarantee the performance or financial obligation of a client to a third party. These guarantees are issued primarily relating to purchases of inventory or as security for real estate rents by commercial clients and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to clients and accordingly, evaluation and collateral requirements similar to those for loan commitments are used. The majority of all such commitments are collateralized. 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 March 31, 2010 or March 31, 2009.

4. EARNINGS PER SHARE COMPUTATION

Basic earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period (9,845,533 shares for the three-month period ended March 31, 2010, and 5,794,500 shares for the three-month period ended March 31, 2009). Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised. Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period plus the dilutive effect of options (zero shares for the three-month period ended March 31, 2010 and 29,907 shares for the three-month period ended March 31, 2009). Earnings per share is retroactively adjusted for stock dividends and stock splits for all periods presented.

5. COMPREHENSIVE INCOME

Comprehensive income is reported in addition to net income for all periods presented. Comprehensive income is comprised of net income plus other comprehensive income. Other comprehensive income (loss), net of taxes, was comprised of the unrealized gains (losses) on available-for-sale investment securities of $966,000 for the three-month period ended March 31, 2010 and ($61,000) for the three-month period ended March 31, 2009. Comprehensive income was $1,272,000 for the three-month period ended March 31, 2010 and $1,222,000 for the three-month period ended March 31, 2009. Reclassification adjustments resulting from gain or loss on sale of investment securities were not significant for all periods presented.

6. INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities at March 31, 2010 and December 31, 2009 consisted of the following (dollars in thousands):

	March 31, 2010
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
Available-for-Sale	Cost		Gains		Losses			Value
Debt securities:
Mortgage-backed securities	$	93,446	$	1,795	$	(67	)	$	95,174
Obligations of states and political subdivisions		19,022		346		(100	)		19,268
Equity securities:
Corporate stock		78		12		(6	)		84
	$	112,546	$	2,153	$	(173	)	$	114,526

	December 31, 2009
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Debt securities:
Mortgage-backed securities	$	75,823	$	772	$	(586	)	$	76,009
Obligations of states and political subdivisions		20,400		347		(160	)		20,587
Equity securities:
Corporate stock		82		11		(7	)		86
	$	96,305	$	1,130	$	(753	)	$	96,682

Net unrealized gains on available-for-sale investment securities totaling $1,980,000 were recorded, net of $792,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at March 31, 2010. Proceeds and gross realized gains from the sale and call of available-for-sale investment securities for the period ended March 31, 2010 totaled $314,000 and $2,000, respectively. There were no transfers of available-for-sale investment securities for the period ended March 31, 2010.

During 2008, management determined that one equity security (FNMA Preferred Stock) had a loss considered to be other-than-temporary and the Company recorded an impairment charge of $245,000. The security had a remaining balance of $5,000 at March 31, 2010 and December 31, 2009.

Net unrealized gains on available-for-sale investment securities totaling $377,000 were recorded, net of $155,000 in tax liabilities, as accumulated other comprehensive income within shareholders’ equity at December 31, 2009. There were no sales or calls of available-for-sale investment securities for the three months ended March 31, 2009. There were no transfers of available-for-sale investment securities during the year ended December 31, 2009.

March 31, 2010

Gross

Estimated

Amortized

Unrealized

Fair

Held-to-Maturity

Cost

Gains

Losses

Value

Debt securities:

Mortgage-backed securities

10,529

505

—

11,034

December 31, 2009

Gross

Estimated

Amortized

Unrealized

Fair

Cost

Gains

Losses

Value

Debt securities:

Mortgage-backed securities

12,331

558

—

12,889

There were no sales of held-to-maturity investment securities for the periods ended March 31, 2010 and December 31, 2009 and no transfers of held-to-maturity investment securities for the periods ended March 31, 2010 and December 31, 2009.

Investment securities with unrealized losses at March 31, 2010 and December 31, 2009 are summarized and classified according to the duration of the loss period as follows (dollars in thousands):

	2010
	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:
Mortgage-backed securities	$	7,170	$	(34	)	$	1,714	$	(33	)	$	8,884	$	(67	)
Obligations of states and political subdivisions		1,477		(40	)		1,571		(60	)		3,048		(100	)
Corporate stock		1		(1	)		5		(5	)		6		(6	)
	$	8,648	$	(75	)	$	3,290	$	(98	)	$	11,938	$	(173	)

	2009
	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:
Mortgage-backed securities	$	41,046	$	(527	)	$	2,752	$	(59	)	$	43,798	$	(586	)
Obligations of states and political subdivisions		4,081		(80	)		2,641		(80	)		6,722		(160	)
Corporate stock		5		(3	)		3		(4	)		8		(7	)
	$	45,132	$	(610	)	$	5,396	$	(143	)	$	50,528	$	(753	)

There were no held-to-maturity investment securities with unrealized losses as of March 31, 2010 or December 31, 2009.

At March 31, 2010, the Company held 160 securities of which 8 were in a loss position for less than twelve months and 12 were in a loss position for twelve months or more. Of the 20 securities in a loss position, 8 are corporate stocks, 5 are mortgage-backed securities and 7 are obligations of states and political subdivisions. At December 31, 2009, the Company held 155 securities of which 32 were in a loss position for less than twelve months and 10 were in a loss position for twelve months or more. Of the 42 securities in a loss position, 23 are mortgage-backed securities, 10 are obligations of states and political subdivisions and 9 are corporate stocks.

The unrealized loss on the Company’s investments in mortgage-backed securities and obligations of states and political subdivisions 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 until maturity, management does not consider these investments to be other-than-temporarily impaired.

The amortized cost and estimated fair value of investment securities at March 31, 2010 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	$	2,521	$	2,532
After one year through five years		7,065		7,259
After five years through ten years		4,418		4,487
After ten years		5,018		4,990
		19,022		19,268

Investment securities not due at a single maturity date:
Mortgage-backed securities		93,446		95,174	$	10,529	$	11,034
Corporate stock		78		84
	$	112,546	$	114,526	$	10,529	$	11,034

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.

7. IMPAIRED AND NONPERFORMING LOANS AND LEASES AND OTHER REAL ESTATE OWNED

At March 31, 2010 and December 31, 2009, the recorded investment in nonperforming loans and leases was approximately $18,427,000 and $20,964,000, respectively. Nonperforming loans and leases include all such loans and leases that are either placed on nonaccrual status or are 90 days past due as to principal or interest but still accrue interest because such loans are well-secured and in the process of collection. The Company considers a loan to be impaired when, based on current information and events, it is probable that it will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. At March 31, 2010, the recorded investment in loans and leases that were considered to be impaired totaled $36,850,000, which includes $16,878,000 in nonperforming loans and leases and $19,972,000 in performing loans and leases. Of the total impaired loans of $36,850,000, loans totaling $21,767,000 were deemed to require no specific reserve and loans totaling $15,083,000 were deemed to require a related valuation allowance of $4,113,000. At March 31, 2010, there were ten loans and leases that were modified and are currently performing (less than ninety days past due) totaling $10,484,000 and ten loans and leases that are considered nonperforming (and included in $18,427,000 noted above), totaling $2,513,000, that are considered troubled debt restructures. At March 31, 2010 and December 31, 2009, there were no unfunded commitments on those loans considered troubled debt restructures. At December 31, 2009, the recorded investment in loans and leases that were considered to be impaired totaled $41,937,000 and had a related valuation allowance of $3,810,000. If interest had been accruing on the nonperforming loans, such income would have approximated $302,000 and $181,000 for the three months ended March 31, 2010 and 2009, respectively.

At March 31, 2010 and December 31, 2009, the recorded investment in other real estate owned (“OREO”) was $3,271,000 and $2,508,000, respectively. For the three months ended March 31, 2009, the Company transferred property from seven loans in the amount of $1,911,000 to OREO, sold two properties with balances of $713,000 for a net loss of $25,000, recorded $233,000 in writedowns of OREO in other noninterest expense, and adjusted the balances through charges to the allowance for loan and lease losses in the amount of $227,000. The March 31, 2010 OREO balance of $3,271,000 consists of eighteen properties with four being residential real estate in the amount of $943,000 and fourteen properties representing residential land. Nonperforming loans and leases and OREO at March 31, 2010 and December 31, 2009 are summarized as follows:

(in thousands)	March 31, 2010			December 31, 2009

Nonaccrual loans and leases that are current to terms	$	1,916		$	2,133
Nonaccrual loans and leases that are past due		16,500			18,831
Loans and leases past due 90 days and accruing interest		11			—
Other real estate owned		3,271			2,508
Total nonperforming assets	$	21,698		$	23,472

Nonperforming loans and leases to total loans and leases		4.96	%		5.46	%
Total nonperforming assets to total assets		3.72	%		3.95	%

8. BORROWING ARRANGEMENTS

At March 31, 2010, the Company had $20,000,000 of unsecured short-term borrowing arrangements with two of its correspondent banks. There were no advances under the borrowing arrangements as of March 31, 2010 or December 31, 2009.

The Company has a line of credit available with the Federal Home Loan Bank of San Francisco (the “FHLB”) which is secured by pledged mortgage loans and investment securities. Borrowings may include overnight advances as well as loans with terms of up to thirty years. Advances (both short and long-term) totaling $21,500,000 were outstanding from the FHLB at March 31, 2010, bearing interest rates ranging from 1.60% to 3.78% and maturing between August 20, 2010 and January 13, 2014. Advances totaling $31,500,000 were outstanding from the FHLB at December 31, 2009, bearing interest rates ranging from 1.60% to 3.78% and maturing between January 19, 2010 and January 13, 2014. Remaining amounts available under the borrowing arrangement with the FHLB at March 31, 2010 and December 31, 2009 totaled $65,705,000 and $54,047,000, respectively. In addition, the Company has a secured borrowing agreement with the Federal Reserve Bank of San Francisco. The borrowing can be secured by pledging selected loans and investment securities. Borrowings generally are short-term including overnight advances as well as loans with terms up to ninety days. Amounts available under this borrowing arrangement at March 31, 2010 and December 31, 2009 were $35,575,000 and $36,353,000, respectively. There were no advances outstanding under this borrowing arrangement as of March 31, 2010 and December 31, 2009.

9. 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 (benefit from) 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.

The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if applicable, as a component of interest expense in the consolidated statements of operations. There have been no significant changes to unrecognized tax benefits or accrued interest and penalties for the three month period ended March 31, 2010.

10. FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows (dollars in thousands):

	March 31, 2010				December 31, 2009
			Estimated				Estimated
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	$	48,250	$	48,250	$	58,493	$	58,493
Investment securities		125,055		125,560		109,013		109,571
Loans and leases, net		362,791		356,986		376,322		370,057
FHLB stock		3,922		3,922		3,922		3,922
Accounts receivable servicing receivables		—		—		35		35
Accrued interest receivable		1,958		1,958		1,941		1,941
Cash surrender value of life insurance policies		10,801		10,801		10,742		10,742

Financial liabilities:

Deposits	$	469,144	$	469,815	$	469,755	$	470,530
Short-term borrowings		9,500		9,500		14,500		14,500
Long-term borrowings		12,000		12,569		17,000		17,816
Accrued interest payable		231		231		344		344

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 March 31, 2010 and December 31, 2009:

Cash and cash equivalents: For cash and cash equivalents, the carrying amount is estimated to be fair value.

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 non-maturing 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 is based on fees currently charged to enter into similar agreements, net of origination fees. These fees were not material at March 31, 2010 and December 31, 2009.

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of March 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize information other than the quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement, in its entirety, falls has been determined based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

(dollars in thousands)

			Fair Value Measurements Using
Description	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses

March 31, 2010
Assets and liabilities measured on a recurring basis:
Available-for-sale securities	$	114,526	$	76	$	114,450	$	—		N/A

Assets and liabilities measured on a nonrecurring basis:
Impaired loans	$	16,441	$	—	$	14,748	$	1,693	$	(951	)
Other real estate owned		3,271		—		3,271		—		(248	)
Total	$	19,712	$	—	$	18,019	$	1,693	$	(1,199	)

December 31, 2009
Assets and liabilities measured on a recurring basis:
Available-for-sale securities	$	96,682	$	78	$	96,604	$	—		N/A

Assets and liabilities measured on a nonrecurring basis:
Impaired loans	$	18,461	$	—	$	16,081	$	2,380	$	(3,633	)
Other real estate owned		2,508		—		2,508		—		(1,089	)
Total	$	20,969	$	—	$	18,859	$	2,380	$	(4,722	)

There were no recurring items valued using significant unobservable inputs (level 3) for available-for-sale securities as of March 31, 2010 and December 31, 2009. There were no transfers between level 1and level 2 during the three months ended March 31, 2010 or the twelve months ended December 31, 2009.

The following methods were used to estimate the fair value of each class of financial instrument above:

Available-for-sale securities - Fair values for investment securities are based on evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information. Evaluated pricing applications apply available information, as applicable, through processes such as benchmark curves, benchmarking to like securities, sector groupings, and matrix pricing.

Impaired Loans - The fair value of impaired loans is based on the fair value of the collateral for all collateral dependent loans and for other impaired loans is estimated using a discounted cash flow model.

Other real estate owned - Other real estate owned (“OREO”) represents real estate which the Company has title to in partial or full satisfaction of loans. At or near the time of foreclosure the Company obtains an appraisal and the OREO is recorded at the fair value of the real estate less costs to sell, which becomes the property’s new basis. The value of the OREO properties is periodically assessed by performing a property valuation, which could include a full or partial appraisal.

11. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (the “FASB”) issued ASU 2010-06, Fair Value Measurements and Disclosures (“Topic 820”): Improving Disclosures about Fair Value Measurements (“ASU 10-06”). ASU 10-06 revises two disclosure requirements concerning fair value measurements and clarifies two others. It requires separate presentation of significant transfers into and out of Levels 1 and 2 of the fair value hierarchy and disclosure of the reasons for such transfers. It will also require the presentation of purchases, sales, issuances and settlements within Level 3 on a gross basis rather than a net basis. The amendments also clarify that disclosures should be disaggregated by class of asset or liability and that disclosures about inputs and valuation techniques should be provided for both recurring and non-recurring fair value measurements. The Company’s disclosures about fair value measurements are presented in Note 10: Fair Value Measurements. These new disclosure requirements were adopted by the Company during the current period, with the exception of the requirement concerning gross presentation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. With respect to the portions of this ASU that were adopted during the current period, the adoption of this standard did not have a material impacted on the Company’s financial position, results of operations, cash flows, or disclosures. Management does not believe that the adoption of the remaining portion of this ASU will have a material impact on the Company’s financial position, results of operation, cash flows, or disclosures.

12. OTHER MATTERS

In February 2010, in connection with American River Bank’s (the “Bank”) regularly scheduled 2009 FDIC examination, the Bank entered into a Memorandum of Understanding (the “Memorandum”) with the FDIC and the California Commissioner of Financial Institutions. The Memorandum covers actions to be taken by the Board of Directors and management to enhance BSA compliance; reduce the Bank’s level of classified assets and further strengthen and improve the Bank’s asset quality; requesting regulatory approval prior to paying any cash dividends; and maintaining the Bank’s Tier 1 Leverage capital ratio at not less than 8% and a Total Risk-Based capital ratio of not less than 11%. As of March 31, 2010, the foregoing ratios for the Bank were 11.7% and 18.1%, respectively. The Company believes that the Bank is currently in compliance in all material respects with the actions described in the Memorandum. Consequently, the Company does not expect these actions to significantly change its business strategy in any material respect; however, noncompliance with provisions of the Memorandum could result in regulatory enforcement actions that could have a material adverse effect upon the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of the significant changes in American River Bankshares’ (the “Company”) balance sheet accounts between December 31, 2009 and March 31, 2010 and its income and expense accounts for the three-month periods ended March 31, 2010 and 2009. The discussion is designed to provide a better understanding of significant trends related to the Company’s financial condition, results of operations, liquidity, capital resources and interest rate sensitivity. This discussion and supporting tables and the consolidated financial statements and related notes appearing elsewhere in this report are unaudited. Interest income and net interest income are presented on a fully taxable equivalent basis (FTE) within management’s discussion and analysis.

Certain matters discussed or incorporated by reference in this Quarterly Report on Form 10-Q including, but not limited to, matters described in “Item 2 - 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, Section 27A of the Securities Act of 1933, as amended, and subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. 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:

	●	the duration of financial and economic volatility and decline and actions taken by the United States Congress and governmental agencies, including the United States Department of the Treasury, to deal with challenges to the U.S. financial system;
	●	the risks presented by a continued economic recession, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;
	●	variances in the actual versus projected growth in assets and return on assets;
	●	potential continued or increasing loan and lease losses;
	●	potential increasing levels of expenses associated with resolving nonperforming assets as well as regulatory changes;
	●	changes in the interest rate environment including interest rates charged on loans, earned on securities investments and paid on deposits and other borrowed funds;
	●	competitive effects;
	●	potential declines in fee and other noninterest income earned associated with economic factors as well as regulatory changes;
	●	general economic conditions nationally, regionally, and within our operating markets could be less favorable than expected or could have a more direct and pronounced effect on us than expected and adversely affect our ability to continue internal growth at historical rates and maintain the quality of our earning assets;
	●	changes in the regulatory environment including government intervention in the U.S. financial system;
	●	changes in business conditions and inflation;
	●	changes in securities markets, public debt markets, and other capital markets;
	●	potential data processing and other operational systems failures or fraud;
	●	potential continued decline in real estate values in our operating markets;
	●	the effects of uncontrollable events such as terrorism, the threat of terrorism or the impact of the current military conflicts in Afghanistan and Iraq and the conduct of the war on terrorism by the United States and its allies, worsening financial and economic conditions, natural disasters, and disruption of power supplies and communications;

	●	changes in accounting standards, tax laws or regulations and interpretations of such standards, laws or regulations;
	●	projected business increases following any future strategic expansion could be lower than expected;
	●	the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings;
	●	the reputation of the financial services industry could experience further deterioration, which could adversely affect our ability to access markets for funding and to acquire and retain customers; and
	●	the efficiencies we may expect to receive from any investments in personnel and infrastructure may not be realized.

The factors set forth under “Item 1A - Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and other cautionary statements and information set forth in this Quarterly Report on Form 10-Q should be carefully considered and understood as being applicable to all related forward-looking statements contained in this Quarterly Report on Form 10-Q, 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 (the “SEC”) 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 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 factors that we use. 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) “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) “Accounting by 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. 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 factors, or some combination of these), 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 2.

Stock-Based Compensation

The Company recognizes compensation expense in an amount equal to the fair value of the share-based payments such as stock options granted to employees. The Company records compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that were outstanding on January 1, 2006 and for all awards granted after that date as they vest. 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 branch offices 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 2009 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.

Fair Value

Effective January 1, 2008, the Company adopted the accounting principles of “Fair Value Measurements,” which among other things, requires enhanced disclosures about financial instruments carried at fair value. “Fair Value Measurements” establishes a hierarchical disclosure framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value. Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

General Development of Business

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) 854-0123. The Company employed an equivalent of 113 full-time employees as of March 31, 2010.

The Company owns 100% of the issued and outstanding common shares of its banking subsidiary, American River Bank (the “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. The Bank operates: (1) five full service offices in Sacramento and Placer Counties including the head 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, (2) two full service offices in Sonoma County located at 412 Center Street, Healdsburg and 90 South E Street, Suite 110, Santa Rosa, operated under the name “North Coast Bank, a division of American River Bank,” and (3) ) three full service offices in Amador County located at 422 Sutter Street, Jackson, 26395 Buckhorn Ridge Drive, Pioneer, and 66 Main Street, Ione, operated under the name “Bank of Amador, a division of American River Bank.” North Coast Bank was acquired by the Company in 2000 as a separate bank subsidiary and was merged with and into American River Bank in 2003. The Company acquired Bank of Amador in 2004 and was merged with and into American River Bank.

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”) up to applicable legal limits. The Bank is also participating in the FDIC Transaction Account Guarantee Program (the “TAGP”). Under the TAGP, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount. This coverage was in effect until June 30, 2010 for banks that continued to participate in the TAGP and was further extended to December 31, 2010 by an FDIC interim rule which became effective April 19, 2010. The interim rule included the possibility of an additional 12-month extension through December 31, 2011, without further rulemaking, at the discretion of the FDIC based on evaluation of economic factors. Coverage under the TAGP is in addition to and separate from the coverage available under the FDIC’s general deposit insurance rules. FDIC insurance coverage and assessments are discussed under “Item 1A--Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Bank does not offer trust services or international banking services and does not plan to do so in the near future. The Bank’s primary business is serving the commercial banking needs of small to mid-sized businesses within those counties listed above. The 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 revolving credit loans and offers other customary banking services. The Bank also conducts lease financing for most types of business equipment, from computer software to heavy earth-moving equipment. The 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 2010, 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 “Federal Reserve Board”), 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.”

Overview

The Company recorded net income of $306,000 for the quarter ended March 31, 2010, which was $977,000 (76.1%) below the $1,283,000 reported for the same period of 2009. Diluted earnings per share for the first quarter of 2010 were $0.03 compared to $0.22 recorded in the first quarter of 2009. The return on average equity (ROAE) and the return on average assets (ROAA) for the first quarter of 2010 were 1.41% and 0.21%, respectively, as compared to 8.15% and 0.90%, respectively, for the same period in 2009.

Total assets of the Company decreased by $10,778,000 (1.8%) from $594,418,000 at December 31, 2009 to $583,640,000 at March 31, 2010. Net loans totaled $362,791,000 at March 31, 2010, down $13,531,000 (3.6%) from $376,322,000 at December 31, 2009. Deposit balances at March 31, 2010 totaled $469,144,000, consistent with the $469,755,000 at December 31, 2009.

The Company ended the first quarter of 2010 with a Tier 1 capital ratio of 12.5% and a total risk-based capital ratio of 19.3% compared to 12.4% and 18.4%, respectively, at December 31, 2009. Table One below provides a summary of the components of net income for the periods indicated (See the “Results of Operations” section that follows for an explanation of the fluctuations in the individual components).

Table One: Components of Net Income
	For the three months ended March 31
	For the three months ended March 31
(dollars in thousands)		2010			2009
Net interest income*	$	5,829		$	6,425
Provision for loan losses		(1,641	)		(1,229	)
Noninterest income		461			510
Noninterest expense		(4,185	)		(3,601	)
Provision for income taxes		(101	)		(736	)
Tax equivalent adjustment		(57	)		(86	)

Net income	$	306		$	1,283

Average total assets	$	584,343		$	577,601
Net income (annualized) as a percentage of average total assets		0.21	%		0.90	%

* Fully taxable equivalent basis (FTE)

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 and leases, securities, Federal funds sold and investments in time deposits) over the interest paid on interest-bearing deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets. The Company’s net interest margin was 4.73% for the three months ended March 31, 2010 down 35 basis points from 5.08% for the three months ended March 31, 2009.

The fully taxable equivalent interest income component for the first quarter of 2010 decreased $1,066,000 (13.6%) to $6,771,000 compared to $7,837,000 for the three months ended March 31, 2009. The decrease in the fully taxable equivalent interest income for the first quarter of 2010 compared to the same period in 2009 is broken down by rate (down $727,000) and volume (down $339,000). The rate decrease can be attributed to the overall lower interest rate environment, forgone interest on nonaccrual loans, and lower average loans replaced with higher average investment securities. During the first quarter of 2010, foregone interest income on nonaccrual loans was approximately $302,000, compared to foregone interest of $181,000 during the first quarter of 2009. The foregone interest of $302,000 had a 25 basis point negative impact on the yield on earning assets. The average balance of earning assets decreased 2.4% from $512,668,000 in the first quarter of 2009 to $500,142,000 in the first quarter of 2010. The overall decrease in average assets during the three month period was predominately related to the decrease in loans. The decrease in loans was partially offset by an increase in investment securities. When compared to the first quarter of 2009, average loan balances were down $39,462,000 (9.4%) to $378,317,000 for the first quarter of 2010 and average investment securities were up $30,617,000 (33.6%) to $121,825,000 for the first quarter of 2010. The overall low interest rate environment, the negative effect of the foregone interest on loans, and the change in the asset mix resulted in a 71 basis point decrease in the yield on average earning assets from 6.20% for 2009 to 5.49% for 2010. The volume decrease of $339,000 occurred mainly as a result of the decrease in average loans. The market in which the Company operates continues to see a slowdown in new loan volume as existing and potential new borrowers continue to pay down debt and delay expansion plans.

Interest expense was $470,000 (33.3%) lower in the first quarter of 2010 versus the prior year period. The average balances on interest bearing liabilities were $22,581,000 (5.7%) lower in the first quarter of 2010 compared to the same quarter in 2009. The lower balances accounted for an $184,000 decrease in interest expense for the same periods. Average borrowings were down $54,145,000 (69.7%) as the Company replaced higher cost borrowings with lower cost checking and money market accounts. Average deposit balances increased $36,157,000 or 8.4% from $430,068,000 during the first quarter of 2009 to $466,225,000 during the first quarter of 2010. The Company continues to have success attracting new deposit relationships, as a direct result of its business development efforts. As a result of the lower overall interest rate environment, the decrease in rates accounted for a $286,000 reduction in interest expense for the three-month period ended March 31, 2010 compared to the same quarter in 2009. Rates paid on interest bearing liabilities decreased 42 basis points from the first quarter of 2009 to the first quarter of 2010 from 1.45% to 1.03%. Despite the lower overall rate environment the average rate paid on our borrowings increased from 1.73% in the first quarter of 2009 to 2.49% during the first quarter on 2010. This increase is the result of low rate short-term borrowings maturing leaving just longer-term higher rate borrowings. See the section titled “Other Borrowed Funds” later in the section for more information on the Company’s borrowings.

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 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.

Table Two: Analysis of Net Interest Margin on Earning Assets
Three Months Ended March 31,	2010								2009

(Taxable Equivalent Basis)	Avg					Avg			Avg					Avg
(dollars in thousands)	Balance			Interest		Yield (4)			Balance			Interest		Yield (4)

Assets
Earning assets:
Loans and leases (1)	$	378,317		$	5,837		6.26	%	$	417,779		$	6,718		6.52	%
Taxable investment securities		105,426			708		2.72	%		64,665			735		4.61	%
Tax-exempt investment securities (2)		16,374			225		5.57	%		26,516			351		5.37	%
Corporate stock (2)		25			1		16.22	%		27			—		0.00	%
Federal funds sold		—			—		—			38			—		0.00	%
Investments in time deposits		—			—		—			3,643			33		3.67	%
Total earning assets		500,142			6,771		5.49	%		512,668			7,837		6.20	%
Cash & due from banks		46,942								28,654
Other assets		45,560								42,063
Allowance for loan & lease losses		(8,301	)							(5,784	)
	$	584,343							$	577,601

Liabilities & Shareholders’ Equity
Interest bearing liabilities:
Interest checking and money market	$	181,608			350		0.78	%	$	150,408			318		0.86	%
Savings		38,075			57		0.61	%		32,423			54		0.68	%
Time deposits		128,367			391		1.24	%		133,655			709		2.15	%
Other borrowings		23,500			144		2.49	%		77,645			331		1.73	%
Total interest bearing liabilities		371,550			942		1.03	%		394,131			1,412		1.45	%
Noninterest bearing demand deposits		118,175								113,582
Other liabilities		6,526								6,068
Total liabilities		496,251								513,781
Shareholders’ equity		88,092								63,820
	$	584,343							$	577,601
Net interest income & margin (3)				$	5,829		4.73	%				$	6,425		5.08	%

(1)	Loan interest includes loan fees of $21,000 and $10,000 during the three months ending March 31, 2010 and March 31, 2009, respectively. Average loan balances include non-performing loans.
(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% for 2010 and 2009.
(3)	Net interest margin is computed by dividing net interest income by total average earning assets.
(4)	Average yield is calculated based on actual days in quarter (90 days) and annualized to actual days in year (365 days).

Table Three: Analysis of Volume and Rate Changes on Net Interest Income and Expenses
Three Months Ended March 31, 2010 over 2009 (dollars in thousands)
Increase (decrease) due to change in:

	Volume			Rate (4)			Net Change
Interest-earning assets:
Net loans (1)(2)	$	(635	)	$	(246	)	$	(881	)
Taxable investment securities		463			(490	)		(27	)
Tax exempt investment securities (3)		(134	)		8			(126	)
Corporate stock		—			1			1
Federal funds sold		—			—			—
Interest-bearing deposits in banks		(33	)		—			(33	)
Total		(339	)		(727	)		(1,066	)
Interest-bearing liabilities:
Interest checking and money market		66			(34	)		32
Savings deposits		9			(6	)		3
Time deposits		(28	)		(290	)		(318	)
Other borrowings		(231	)		44			(187	)
Total		(184	)		(286	)		(470	)
Interest differential	$	(155	)	$	(441	)	$	(596	)

(1)	The average balance of non-accruing loans and leases is immaterial as a percentage of total loans and leases and has been included in net loans and leases.
(2)	Loan fees of $21,000 and $10,000 during the three months ending March 31, 2010 and March 31, 2009, 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% for 2010 and 2009.
(4)	The rate/volume variance has been included in the rate variance.

Provision for Loan and Lease Losses

The Company provided $1,641,000 for loan and lease losses for the first quarter of 2010 as compared to $1,229,000 for the first quarter of 2009. Net loan and lease losses for the three months ended March 31, 2010 were $1,170,000 or 1.25% (on an annualized basis) of average loans and leases as compared to $1,308,000 or 1.27% (on an annualized basis) of average loans and leases for the three months ended March 31, 2009. The increase in the provision for loan and lease losses for 2010 results from a higher level of nonperforming loans and leases, due mainly to the overall challenging economy in the Company’s market areas and the United States, overall. For additional information see the “Allowance for Loan and Lease Losses Activity.”

Noninterest 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
	Three Months Ended March 31,
	2010		2009
Service charges on deposit accounts	$	233	$	242
Gain on sale of securities		2		—
Merchant fee income		97		109
Bank owned life insurance		59		57
Other		70		102
Total noninterest income	$	461	$	510

Noninterest income decreased $49,000 (9.6%) to $461,000 for the three months ended March 31, 2010 as compared to $510,000 for the three months ended March 31, 2009. The decrease from the first quarter of 2009 to the first quarter of 2010 was primarily related to lower income from fees from accounts receivable servicing (down $20,000 or 100.0%) which resulted from lower overall volume as the Company exited this product in early 2010. The accounts receivable servicing income is recorded in “Other.”

Noninterest Expense

Noninterest expense increased $584,000 (16.2%) to a total of $4,185,000 in the first quarter of 2010 versus $3,601,000 in the first quarter of 2009. Salary and employee benefits expense increased $122,000 (6.5%) from $1,872,000 during the first quarter of 2009 to $1,994,000 during the first quarter of 2010. The increase in salary and benefits was due in part to a decrease in direct costs associated with the production of new loans. The Company allocates the direct costs of originating loans as a credit to salary expense in accordance with generally accepted accounting principles. As loan volume decreases the Company allocates less direct costs of loan production against salary expense. The offset from direct cost reimbursement decreased $66,000 (38.8%) from $170,000 in 2009 to $104,000 in 2010. Overall salary expense is up $29,000 (1.9%) mainly due to the additional staff added to the loan collection and workout department. On a quarter-over-quarter basis, occupancy expense decreased $27,000 (7.5%) and furniture and equipment expense increased $8,000 (4.2%). FDIC assessments increased $245,000 (331.1%) during 2010 to $319,000, up from $74,000 in 2009. The majority of this increase relates to increased assessments from the FDIC based on the Bank’s assessment category and to cover losses suffered by the FDIC due to an increased number of bank failures. Other expense increased $236,000 (21.3%) to a total of $1,343,000 in the first quarter of 2010 versus the first quarter of 2009. Much of this increase is related to an increase in costs associated with maintaining the Company’s other real estate owned (“OREO”) and legal and professional fees associated with loan collections. The total OREO expense in the first quarter of 2010 was $381,000 compared to $117,000 for the same period in 2009. Legal fees increased by $103,000 from a net recovery of $4,000 for the three months ended March 31, 2009 to $99,000 in expense for the three months ended March 31, 2010. The fully taxable equivalent efficiency ratio for the first quarter of 2010 increased to 65.56% from 50.97% for the first quarter of 2009.

Provision for Income Taxes

Federal and state income taxes for the quarter ended March 31, 2010 decreased $635,000 (86.3%) to $101,000, compared to $736,000 in the first quarter of 2009. The decrease was primarily related to the lower level of taxable income. The effective tax rate for the quarter ended March 31, 2010 was 24.8%, a decrease from 36.5% for the first quarter of 2009. The lower effective tax rate in 2010 results from the Company realizing the benefits of tax free income related to such items as municipal bonds and bank owned life insurance against an overall lower amount of taxable income.

Balance Sheet Analysis

The Company’s total assets were $583,640,000 at March 31, 2010 as compared to $594,418,000 at December 31, 2009, representing a decrease of $10,778,000 (1.8%). The average assets for the three months ended March 31, 2010 were $584,343,000, which represents an increase of $6,742,000 or 1.2% over the balance of $577,601,000 during the three-month period ended March 31, 2009.

Investment Securities

The Company classifies its investment securities as available-for-sale or held-to-maturity. 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. During the first quarter of 2010, the Company used the proceeds from loan paydowns and principal payments from investment securities to purchase mortgage backed-securities. Table Five below summarizes the values of the Company’s investment securities held on March 31, 2010 and December 31, 2009.

Table Five: Investment Securities Composition
(dollars in thousands)

Available-for-sale (at fair value)	March 31, 2009		December 31, 2009

Debt securities:
Mortgage-backed securities	$	95,174	$	76,009
Obligations of states and political subdivisions		19,268		20,587
Corporate stock		84		86
Total available-for-sale investment securities	$	114,526	$	96,682
Held-to-maturity (at amortized cost)
Debt securities:
Mortgage-backed securities	$	10,529	$	12,331
Total held-to-maturity investment securities	$	10,529	$	12,331

Management periodically evaluates each investment security in a loss position for other than temporary impairment relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. Management has the ability and intent to hold securities with established maturity dates until recovery of fair value, which may be maturity, and believes it will be able to collect all amounts due according to the contractual terms for all of the underlying investment securities; therefore, management does not consider these investments to be other-than-temporarily-impaired.

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. The Company’s continuing focus in our market area, new borrowers developed through the Company’s marketing efforts, and credit extensions expanded to existing borrowers resulted in the Company originating $7 million in new loans during the first three months of 2010. Normal pay downs, loan chargeoffs, and loans transferred to OREO, resulted in an overall decrease in total loans and leases of $13,531,000 (3.6%) from December 31, 2009. The market in which the Company operates continues to see a slowdown in new loan volume as existing borrowers continue to pay down debt and delay expansion plans. Table Six below summarizes the composition of the loan portfolio as of March 31, 2010 and December 31, 2009.

Table Six: Loan and Lease Portfolio Composition

(dollars in thousands)	March 31, 2010						December 31, 2009						Change in			Percentage
	$			%			$			%			dollars			change
Commercial	$	65,384			18	%	$	72,261			19	%	$	(7,237	)		(10.0	%)
Real estate
Commercial		220,364			59	%		223,685			58	%		(3,321	)		(1.5	%)
Multi-family		8,436			2	%		8,476			2	%		(40	)		(0.5	%)
Construction		23,667			6	%		27,482			7	%		(3,815	)		(13.9	%)
Residential		28,541			8	%		26,922			7	%		1,619			6.0	%
Lease financing receivable		3,609			1	%		3,920			1	%		(311	)		(7.9	%)
Agriculture		7,510			2	%		7,472			2	%		38			0.5	%
Consumer		14,203			4	%		14,253			4	%		(50	)		(0.4	%)
Total loans and leases		371,714			100	%		384,831			100	%		(13,117	)		(3.4	%)
Deferred loan and lease fees, net		(543	)					(600	)					57
Allowance for loan and lease losses		(8,380	)					(7,909	)					(471	)
Total net loans and leases	$	362,791					$	376,322					$	(13,531	)		(3.6	%)

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 homeowner equity 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.

“Subprime” real estate loans generally refer to residential mortgages made to higher-risk borrowers with lower credit and/or income histories. Within the industry, many of these loans were originated with adjustable interest rates that reset upward after an introductory period. These “subprime” loans coupled with declines in housing prices have led to an increase in the banking industry’s default rates resulting in many instances of increased foreclosure rates as the adjustable interest rates reset to higher levels. The Company did not have any such “subprime” loans at March 31, 2010 and December 31, 2009.

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, through 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. In addition, the Company has taken actions to further strengthen its lending compliance management system in accordance with recommendations arising out of its 2008 compliance examination including, among other matters, enhancement of existing procedures for internal control of loan compliance functions such as maintenance of required levels of compliance training, increased monitoring of the compliance program, and identification of any compliance weaknesses. The Company is also taking actions to further strengthen and improve its asset quality in accordance with recommendations arising out of its 2009 regulatory examination including, among other matters, enhancement of existing procedures for appraisals and re-appraisals on secured loans and other real estate owned, and problem loan identification, including identification of impaired loans and leases and identification of troubled debt restructured loans. See also “Note 12— OTHER MATTERS, for more information regarding the Memorandum entered into with the FDIC and the California Commissioner of Financial Institutions.”

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 two communities in which it has offices (Santa Rosa 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, vacancy rates, absorption and sale rates and capitalization rates; real estate values, supply and demand factors, and rates of return; operating expenses; inflation and deflation; 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 75.6% of the Company’s loan and lease portfolio at March 31, 2010, up from 74.5% at December 31, 2009. Management believes that the residential land and residential construction portion of the Company’s loan portfolio carries more than the normal credit risk it has seen in the past several years, due primarily to severely curtailed demand for new and resale residential property, a large supply of unsold residential land and new and resale homes, and observed reductions in values throughout the Company’s market area. Management has responded by evaluating loans that it considers to carry any significant risk above the normal risk of collectability by taking actions where possible to reduce credit risk exposure by methods that include, but are not limited to, seeking liquidation of the loan by the borrower, seeking additional tangible collateral or other repayment support, converting the property through judicial or non-judicial foreclosure proceedings, and other collection techniques. Management currently believes that it maintains its allowance for loan and lease loss at levels adequate to reflect the loss risk inherent in its total loan portfolio.

A continued substantial further decline in the economy in general, or a continued additional decline in real estate values in the Company’s primary market areas, in particular, could have an adverse impact on the collectability of real estate loans and require an increase in the provision for loan and lease losses. This 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 or if a loss is expected, unless the loan or lease is well secured and in the process of collection. Loans and leases are partially or fully charged off when, in the opinion of management, collection of such amount appears unlikely.

At March 31, 2010, nonperforming loans and leases (those loans and leases on nonaccrual status and those loans and leases still accruing and past due 90 days or more) were $18,427,000 or 4.96% of total loans and leases. The $18,427,000 in nonperforming loans and leases was made up of forty-nine loans and six leases. Eleven of those loans totaling $1,916,000 were current (less than 30 days past due) pursuant to their original or modified terms. Nonperforming loans and leases were $20,964,000 or 5.46% of total loans and leases at December 31, 2009. Of the March 31, 2010 balance, a valuation allowance of $1,312,000 was established on the nonperforming loans considered to be impaired which totaled $16,878,000. Of the December 31, 2009 balance, a valuation allowance of $1,421,000 was established.

The overall level of nonperforming loans decreased $2,537,000 (12.1%) to $18,427,000 at March 31, 2010 compared to $20,964,000 at of December 31, 2009. At December 31, 2009, the Company had forty-seven loans and five leases considered nonperforming totaling $20,964,000. During the first quarter of 2010, seven of those loans totaling $1,911,000 were moved to OREO, two loans in the amount of $1,705,000 were paid off, two loans were partially charged off in the amount of $916,000, one loan in the amount of $271,000 was current and returned to performing status and twelve loans in the total amount of $2,283,000 were placed on nonperforming status. In addition, one loan in the amount of $11,000 was past due greater than 90 days and still accruing. The Company also collected approximately $28,000 in principal paydowns. Of the twelve loans added in the first quarter, ten in the total amount of $2,211,000 are real estate secured and the remaining $72,000 consists of two commercial loans. Of the twelve loans added during the first quarter of 2010, there were two real estate loans with balances greater than $250,000. One of these loans has a balance of $1,181,000 and is secured by a first deed of trust on a commercial building in Sacramento, California. At December 31, 2009, the borrower was less than ninety days past due, however, the borrower was over ninety-days past due as of March 31, 2010 and the loan was placed on nonaccrual. Subsequent to March 31, 2010, the Company has made an agreement with the borrower to modify the terms of the loan agreement. Based on the most recent appraisal performed earlier this year, the loan was not charged-down but carries an $181,000 valuation allowance. The other loan had a balance of $293,000 and is secured by a first deed of trust on a single-family home in Pollock Pines, California. At December 31, 2009, the borrower was sixty days past due. At March 31, 2010, the borrower was over ninety-days past due and the Company has filed a notice of default. Based on the most recent appraisal performed in November 2009, the loan was not charged-down but carries a $10,000 valuation allowance.

The net interest due on nonaccrual loans and leases but excluded from interest income was $302,000 for the three months ended March 31, 2010, compared to foregone interest of $181,000 during the same period in 2009.

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 March 31, 2010. Management is not aware of any potential problem loans, which were accruing and current at March 31, 2010, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms and that would result in a significant loss to the Company. Table Seven below sets forth nonaccrual loans and loans past due 90 days or more as of March 31, 2010 and December 31, 2009.

Table Seven: Nonperforming Loans and Leases
(dollars in thousands)	March 31, 2010		December 31, 2009
Past due 90 days or more and still accruing
Commercial	$	—	$	—
Real estate		—		—
Lease financing receivable		—		—
Consumer and other		11		—
Nonaccrual
Commercial		3,637		6,143
Real estate		13,939		14,048
Lease financing receivable		44		55
Consumer and other		796		718
Total nonperforming loans	$	18,427	$	20,964

Impaired Loans and Leases

The Company considers a loan to be impaired when, based on current information and events, it is probable that it will be unable to collect all amounts due (principal and interest) according to the original contractual terms of the loan or lease agreement. The measurement of impairment may be based on (i) the present value of the expected cash flows of the impaired loan or lease discounted at the loan or lease’s original effective interest rate, (ii) the observable market price of the impaired loan or lease, or (iii) the fair value of the collateral of a collateral-dependent loan. The Company does not apply this definition to smaller-balance loans or leases that are collectively evaluated for credit risk. In assessing whether a loan or lease is impaired, the Company typically reviews all loans or leases graded substandard or lower and all loans considered trouble debt restructures with outstanding principal balances in excess of $100,000. At March 31, 2010, the recorded investment in loans and leases that were considered to be impaired totaled $36,850,000, which includes $16,878,000 in nonperforming loans and leases and $19,972,000 in performing loans and leases. Of the total impaired loans of $36,850,000, loans totaling $21,767,000 were deemed to require no specific reserve and loans totaling $15,830,000 were deemed to require a related valuation allowance of $4,113,000. At December 31, 2009, the recorded investment in loans and leases that were considered to be impaired and were deemed to require specific reserves totaled $14,369,000 and had a related valuation allowance of $3,810,000. At March 31, 2010, there were ten loans and leases that were modified and are currently performing (less than ninety days past due) totaling $10,484,000 and ten loans and leases that are considered nonperforming (and included in Table Seven above), totaling $2,513,000, that are considered troubled debt restructures.

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) the financial condition of the borrowers, (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 allowance for loan and lease losses totaled $8,380,000 or 2.26% of total loans and leases at March 31, 2010 compared to $7,909,000 or 2.06% of total loans and leases at December 31, 2009. The Company establishes general reserves in accordance with the accounting principles, “Accounting for Contingencies,” and specific reserves in accordance with the accounting principles, “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.

It is the policy of management to maintain the allowance for loan and lease losses at a level believed to be 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.

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 adjustments to the allowance based on their judgment of information available to them at the time of their examination. Table Eight below summarizes, for the periods indicated, the activity in the ALLL.

Table Eight: Allowance for Loan and Lease Losses
(dollars in thousands)	Three Months Ended March 31,
	2010			2009

Average loans and leases outstanding	$	378,317		$	417,779

Allowance for loan and lease losses at beginning of period	$	7,909		$	5,918

Loans and leases charged off:
Commercial		(998	)		(10	)
Real estate		(152	)		(1,293	)
Lease financing receivable		—			(7	)
Consumer		(99	)		—
Total		(1,249	)		(1,310	)
Recoveries of loans and leases previously charged off:
Commercial		63			—
Real estate		16			—
Lease financing receivable		—			—
Consumer		—			2
Total		79			2
Net loans and leases charged off		(1,170	)		(1,308	)
Additions to allowance charged to operating expenses		1,641			1,229
Allowance for loan and lease losses at end of period	$	8,380		$	5,839
Ratio of net charge-offs to average loans and leases outstanding (annualized)		1.25	%		1.27	%
Provision of allowance for loan and lease losses to average loans and leases outstanding (annualized)		1.76	%		1.19	%
Allowance for loan and lease losses to loans and leases net of deferred fees at end of period		2.26	%		1.40	%

Other Real Estate Owned

At March 31, 2010, the Company had eighteen other real estate owned (“OREO”) properties totaling $3,271,000. This compares to thirteen properties totaling $2,508,000 at December 31, 2009 and eight properties totaling $4,478,000 at March 31, 2009. During the first quarter of 2010, the Company sold two properties for a loss of $25,000 and added seven properties to OREO with loan balances totaling $1,911,000. The seven properties added during the quarter were simultaneously written down to fair value by $209,000 leaving a net value of $1,702,000. Of the seven properties added during the quarter five properties totaling $775,000 are individual single family lots, three of which are in Santa Rosa, California and two are in Sacramento, California; one property is a single family home in the City of Eldorado with a book value of $483,000 and the seventh is one property that represents two commercial parcels in Fairfield, California with a book value of $444,000. The Company periodically obtains property valuations to determine whether the recorded book value is considered fair value. During the first quarter of 2010, this valuation process resulted in the Company reducing the book value of the properties by $223,000. At December 31, 2009, the OREO reserve was $15,000. The resulting write downs during the first quarter of 2010 reduced the reserve balance to zero at March 31, 2010, as the Company believes that all eighteen properties are carried approximately at fair value.

Deposits

At March 31, 2010, total deposits were $469,144,000 representing a decrease of $611,000 from the December 31, 2009 balance of $469,755,000. The Company’s deposit growth plan for 2010 is to concentrate its efforts on increasing noninterest-bearing demand, interest-bearing money market and NOW accounts, and savings accounts. The Company experienced decreases in noninterest-bearing ($2,007,000 or 1.7%), time deposits ($4,677,000 or 5.4%) and interest-bearing checking ($1,975,000 or 3.9%), and increases in money market ($3,282,000 or 2.5%) and savings ($4,766,000 or 13.2%) during 2010.

Other Borrowed Funds

Other borrowings outstanding as of March 31, 2010 and December 31, 2009, consist of advances (both long-term and short-term) from the Federal Home Loan Bank of San Francisco (“FHLB”). Table Nine below summarizes these borrowings.

Table Nine: Other Borrowed Funds

(dollars in thousands)

	March 31, 2010				December 31, 2009
	Amount Rate				Amount Rate
Short-term borrowings:
FHLB advances	$	9,500	2.10	%	$	14,500	2.84	%
Long-term borrowings:
FHLB advances	$	12,000	2.63	%	$	17,000	2.40	%

The maximum amount of short-term borrowings at any month-end during the first quarters of 2010 and 2009 was $9,500,000 and $69,448,000, 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	$	9,500		$	12,000
Maturity	2010 to 2011			2011 to 2014
Average rates		2.10	%		2.63	%

The Company has also been issued a total of $8,000,000 in a letters of credit by the FHLB which are pledged to secure Local Agency Deposits. The letters of credit acts as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The letter of credit was not drawn upon in 2010 or 2009 and management does not currently expect to draw upon this line in the foreseeable future. See the Liquidity section that follows for additional information on FHLB borrowings.

Capital Resources

The Company and American River Bank are subject to certain regulatory capital requirements administered by the Federal Reserve Board and the Federal Deposit Insurance Corporation (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, 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. As a result of a 2009 FDIC examination, management entered into a Memorandum of Understanding as of February 10, 2010 with the FDIC and the California Commissioner of Financial Institutions, which requires the Bank to take certain actions including maintaining the Bank’s Tier I Leverage capital ratio at not less than 8% and a Total Risk-Based capital ratio of not less than 11%. As of March 31, 2010, the foregoing capital ratios for the Bank were 11.7% and 18.1%, respectively. We believe that we are currently in compliance in all material respects with the actions described in the Memorandum, including the capital ratios as described above. See “Note 12, OTHER MATTERS” herein for more information regarding the Memorandum.

At March 31, 2010, shareholders’ equity was $88,672,000, representing an increase of $1,327,000 (1.5%) from $87,345,000 at December 31, 2009. The increase results from net income for the period, the stock based compensation, and the increase in other comprehensive income. The ratio of total risk-based capital to risk adjusted assets was 19.3% at March 31, 2010 and 18.4% at December 31, 2009. Tier 1 risk-based capital to risk-adjusted assets was 18.0% at March 31, 2010 and 17.1% at December 31, 2009. The leverage ratio was 12.5% at March 31, 2010 and 12.4% at December 31, 2009.

Table Ten below lists the Company’s actual capital ratios at March 31, 2010 and December 31, 2009 as well as the minimum capital ratios for capital adequacy.

Table Ten: Capital Ratios
Capital to Risk-Adjusted Assets	At March 31, 2010		At December 31, 2009		Minimum Regulatory Capital Requirements
Leverage ratio	12.5	%	12.4	%	4.00	%

Tier 1 Risk-Based Capital	18.0	%	17.1	%	4.00	%

Total Risk-Based Capital	19.3	%	18.4	%	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. Management believes that both the Company and American River Bank met all of their capital adequacy requirements as of March 31, 2010 and December 31, 2009.

On December 17, 2009, the Company filed a Current Report with the SEC on Form 8-K announcing the completion of an offering of approximately $24 million of its common stock. Effective July 27, 2009, the Company temporarily suspended both the payment of cash dividends and stock repurchases. See Part II, Item 2, for additional disclosure regarding the stock repurchase plan.

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 and it subsidiaries 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 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 significant effect upon the results of operations of the Company and its subsidiaries during the periods ended March 31, 2010 and 2009.

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 March 31, 2010 were approximately $64,062,000 and $10,226,000, 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 and/or pledged for secured borrowings. At March 31, 2010, consolidated liquid assets totaled $96.4 million or 16.5% of total assets compared to $79.8 million or 13.4% of total assets on December 31, 2009. In addition to liquid assets, the Company maintains short-term lines of credit in the amount of $20,000,000 with two of its correspondent banks. At March 31, 2010, the Company had $20,000,000 available under these credit lines. Additionally, the Bank is a member of the FHLB. At March 31, 2010, the Bank could have arranged for up to $95,205,000 in secured borrowings from the FHLB. These borrowings are secured by pledged mortgage loans and investment securities. At March 31, 2010, the Company had advances, borrowings and commitments (including letters of credit) outstanding of $29,500,000, leaving $65,705,000 available under these FHLB secured borrowing arrangements. American River Bank also has a secured borrowing arrangement with the Federal Reserve Bank of San Francisco. The borrowing can be secured by pledging selected loans and investment securities. At March 31, 2010, the Company’s borrowing capacity at the Federal Reserve Bank was $35,575,000. 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 and borrowing capacity to offset the potential runoff of these volatile and/or 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. The Bank has established a master repurchase agreement with a correspondent bank to enable such transactions. The Bank can also pledge securities to borrow from the Federal Reserve Bank of San Francisco and the FHLB.

Off-Balance Sheet Items

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.

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 applies the same credit policies to commitments and letters of credit as it does for loans included on the consolidated balance sheet. As of March 31, 2010 and December 31, 2009, commitments to extend credit and standby 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. Loan commitments and standby letters of credit were $74,288,000 and $78,015,000 at March 31, 2010 and December 31, 2009, respectively. As a percentage of net loans and leases these off-balance sheet items represent 20.5% and 20.7%, respectively.

The Company has certain ongoing commitments under operating leases. These commitments do not significantly impact operating results.

Website Access

American River Bankshares 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 Securities and Exchange Commission (the “SEC”). These reports are free of charge and can be accessed through the address www.amrb.com by clicking on 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 other above-referenced reports filed by the Company by selecting the appropriate link.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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, investment 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, made up of Company management 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 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, 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 the end of period balances.

Table Eleven 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 Eleven: Interest Rate Risk Simulation of Net Interest as of March 31, 2010 and December 31, 2009
(dollars in thousands)	$ Change in NII from Current 12 Month Horizon March 31, 2010			$ Change in NII from Current 12 Month Horizon December 31, 2009
Variation from a constant rate scenario
+200bp	$	(18	)	$	(10	)
- 200bp	$	(846	)	$	(432	)

Management does not consider the fluctuations, as outlined in the table above, to have a material impact on the Company’s projected results and are within the tolerance levels outlined in the Company’s interest rate risk polices. 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.

Item 4. 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 March 31, 2010. 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 March 31, 2010, there have been no changes in the Company’s internal control over financial reporting that have significantly affected, or are reasonably likely to materially affect, these controls.

Item 4T. Controls and Procedures.

The information required under Item 308T(b) of Regulation S-K is included in Item 4 above.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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 significant pending legal proceedings to which either it or its subsidiaries may be a party or has recently been a party, which will have a significant adverse effect on the financial condition or results of operations of the Company or its subsidiaries, taken as a whole.

Item 1A. Risk Factors.

There have been no significant changes in the risk factors previously disclosed in the Company’s Form 10-K for the period ended December 31, 2009, filed with the Securities and Exchange Commission on March 5, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 16, 2008, the Board of Directors of the Company authorized a stock repurchase program which allows for the repurchase of up to six and one half percent (6.5%) annually of the Company’s outstanding shares of common stock. Each year the Company may repurchase up to 6.5% of the shares outstanding (adjusted for stock splits or stock dividends). The number of shares reported in column (d) of the table as shares that may be repurchased under the plan represent shares eligible for the calendar year 2010. The repurchases under this plan can 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 the repurchase program at any time for any reason. As such, on July 27, 2009, the Company announced that the Board of Directors was temporarily suspending the stock repurchase program. The Company relies on distributions from the Bank in the form of cash dividends in order to fund its repurchase program. As a result of a regularly scheduled FDIC examination in 2009, the Bank entered into a Memorandum of Understanding in February 2010 with the FDIC and the California Commissioner of Financial Institutions which requires the Bank to take certain actions including restricting the payment of cash dividends. As a result, any future cash dividends from the Bank will require prior approval from its regulators. The following table lists shares repurchased during the quarter ended March 31, 2010 and the maximum amount available to repurchase under the repurchase plan, which as a result on the suspension of the repurchase program was zero.

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid Per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
Month #1
January 1 through January 31, 2010	None	N/A	None	None
Month #2
February 1 through February 28, 2010	None	N/A	None	None
Month #3
March 1 through March 31, 2010	None	N/A	None	None
Total	None	N/A	None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Reserved).

None.

Item 5. Other Information.

None.

Item 6. 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, 2009, filed with the Commission on August 13, 2009.

	(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 June 30, 2008, filed with the Commission on August 8, 2008.

	(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 Wood Taylor, Trustee of the Marjorie Wood-Taylor Trust, dated April 5, 1984, and addendum thereto dated July 16, 1997, related to 10123 Fair Oaks Boulevard, Fair Oaks, California (**) and Amendment No. 2 thereto dated May 14, 2009, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on May 15, 2009.

	(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 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.

	*(10.6)		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.

	(10.7)		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 Quarterly Report on 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.

	*(10.8)		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.

	*(10.9)		Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank and Mitchell A. Derenzo, incorporated by reference from Exhibit 99.3 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	*(10.10)		Salary Continuation Agreement, as amended on February 21, 2008, between the Registrant and David T. Taber, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	*(10.11)		Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank 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 February 22, 2008.

	*(10.12)		Registrant’s 2000 Stock Option Plan with forms of Nonqualified Stock Option Agreement and Incentive Stock Option Agreement. **

	*(10.13)		Registrant’s 401(k) Plan dated December 23, 2008, incorporated by reference from Exhibit 99.1 to the Report on Form 8-K, filed with the Commission on December 24, 2008.

	(10.14)		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.

	*(10.15)		Salary Continuation Agreement, as amended on February 21, 2008, 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 99.4 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	*(10.16)		Director Retirement Agreement, as amended on February 21, 2008, between Bank of Amador, a division of American River Bank, and Larry D. Standing, incorporated by reference from Exhibit 99.5 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	(10.17)		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.

	(10.18)		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.

	(10.19)		Managed Services Agreement between American River Bankshares and ProNet Solutions, Inc., dated June 16, 2009, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on June 18, 2009.

	*(10.20)		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; the 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; the Second Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on March 23, 2007; the Third Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008, the Fourth Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on March 20, 2009, and the Fifth Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on March 18, 2010.

	*(10.21)		American River Bankshares Director Emeritus Program, incorporated by reference from Exhibit 10.33 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2006, filed with the Commission on August 8, 2006.

	*(10.22)		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.

	*(10.23)		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.

	*(10.24)		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.

	*(10.25)		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.

	*(10.26)		Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank and Kevin B. Bender, incorporated by reference from Exhibit 99.6 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	*(10.27)		Salary Continuation Agreement, as amended on February 21, 2008, between American River Bank and Raymond F. Byrne, incorporated by reference from Exhibit 99.7 to the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008.

	(10.28)		Lease agreement dated May 23, 2007 between Bank of Amador, a division of American River Bank, and Joseph Bellamy, Trustee of the Joseph T. Bellamy 2005 Trust, related to 26395 Buckhorn Ridge Road, Pioneer, California, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on May 24, 2007 and the First Amendment thereto, dated October 15, 2007, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on October 16, 2007.

	(10.29)		Sublease agreement dated December 23, 2008 between North Coast Bank, a division of American River Bank, and Chicago Title Company, a California Corporation; and lease agreement dated December 23, 2008 between North Coast Bank, a division of American River Bank, and 90 E Street LLC, related to 90 E Street, Santa Rosa, California, incorporated by reference from Exhibit 99.2 and 99.3 to the Registrant’s Report on Form 8-K, filed with the Commission on December 24, 2008.

	(10.30)		Customer Service Agreement dated January 4, 2010 between American River Bankshares and TriNet HR Corporation, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on January 5, 2010.

	*(10.31)		Form of Indemnification Agreement entered into on January 20, 2010, between American River Bankshares and its Directors and certain named executive officers, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on January 22, 2010.

	*(10.32)		Form of Indemnification Agreement entered into on January 20, 2010, between American River Bank and its Directors and certain named executive officers, incorporated by reference from Exhibit 99.2 to the Registrant’s Report on Form 8-K, filed with the Commission on January 22, 2010.

	(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, a California banking corporation, and American River Financial, a California corporation.

	(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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN RIVER BANKSHARES

May 13, 2010	By:	/s/ DAVID T. TABER
		David T. Taber
		President and
		Chief Executive Officer

	AMERICAN RIVER BANKSHARES

May 13, 2010	By:	/s/ MITCHELL A. DERENZO
		Mitchell A. Derenzo
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Description

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 American River Bankshares by its Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.