UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) January 19, 2006
----------------------
American River Bankshares
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(Exact name of registrant as specified in its chapter)
California 0-31525 68-0352144
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
3100 Zinfandel Drive, Suite 450, Rancho Cordova, CA 95670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 851-0123
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Solicitation material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Page 1 of Page 10
The Index to Exhibits is on Page 3
Item 2.02. Results of Operations and Financial Condition.
Registrant issued a press release January 19, 2006 announcing earnings for the
fourth quarter of 2005. The foregoing description is qualified by reference to
the press release attached here to as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press release dated January 19, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN RIVER BANKSHARES
/s/ MITCHELL A. DERENZO
--------------------------------------------
January 19, 2006 Mitchell A. Derenzo, Chief Financial Officer
Page 2 of Page 10
INDEX TO EXHIBITS
Exhibit No. Description Page
----------- ----------- ----
99.1 Press release of American River 4
Bankshares dated January 19, 2006
Page 3 of Page 10
EXHIBIT 99.1
American River Bankshares' 2005 Net Income Increases 58%
Sacramento, CA, January 19, 2006 - American River Bankshares (NASDAQ: AMRB)
today reported net income for the year ended December 31, 2005 of $9,184,000, a
57.6% increase from $5,827,000 for the year ended December 31, 2004. Diluted
earnings per share increased 35.6% to $1.60 from $1.18 diluted earnings per
share one year ago. Also for the year ended December 31, 2005, net interest
income increased 36.3% to $26,462,000 from $19,418,000 for the year ended
December 31, 2004.
Net income for the fourth quarter of 2005 rose 35.0% to $2,567,000 from
$1,901,000 and diluted earnings per share increased 21.6% to $0.45 compared to
$0.37 diluted earnings per share for the fourth quarter of 2004. Also for the
fourth quarter of 2005, net interest income increased 26.7% to $6,955,000 from
$5,489,000 for the fourth quarter of 2004.
"`Consistency Builds Value' has been a core philosophy of American River
Bankshares", says David Taber, President and Chief Executive Officer of American
River Bankshares. "We set two more records in 2005 with our highest profit ever
for the full year and for the fourth quarter." He continued, "While our overall
growth was modest, the two key areas where we had the highest growth were
commercial loans which increased 16.6% and non-interest bearing deposits which
increased 14.4%"
Noninterest income for the fourth quarter of 2005 increased 13.3% to $570,000
from $503,000 recorded in the fourth quarter of 2004 due to increased business
as a result of the Bank of Amador merger, specifically a 14.0% increase in
service fees and a 23.4% increase in merchant fee income. Noninterest expense
increased 22.7% to $3,298,000 from $2,687,000, mainly related to increases in
salaries and benefits and premises and equipment as a result of the three
offices acquired from the Bank of Amador in the 4th quarter of 2004. Noninterest
income for the year ended December 31, 2005 decreased 2.8% to $2,329,000 from
$2,395,000 as a result of proceeds received in the second quarter of 2004 from a
life insurance policy on a former Company executive in the amount of $552,000.
Noninterest expense increased 15.2% to $13,493,000 from $11,713,000 for the year
ended December 31, 2004.
Net loans increased $13,104,000 (3.7%) year over year to $365,571,000 from
$352,467,000 and loan production hit a record high of $215 million. Real Estate
loans outstanding were basically unchanged when comparing year over year.
Commercial loans increased 16.6% to end the year at $77,971,000. Other loans
increased 13.4% to just over 20 million, the majority of which were in the
consumer category mainly centered on home equity lines of credit.
Total deposits increased $25,319,000 (5.3%) at December 31, 2005 to $500,706,000
from $475,387,000 at December 31, 2004. Non-interest bearing deposits increased
by 14.4% ending the year at an all time high of $164,397,000. Investment
securities increased 7.8% to $171,809,000 from $159,402,000 at December 31,
2004.
Credit quality remains sound, with nonperforming loans and leases at 0.02% of
total loans and leases and net chargeoffs for the year ended December 31, 2005
at 0.04% of average loans and leases, remaining below industry averages.
Additions to the allowance for loan and lease losses decreased from $895,000 in
2004 to $322,000 in 2005. The provision for loan and lease losses was $50,000
for the fourth quarter of 2005, a decrease from $200,000 for the fourth quarter
of 2004. The reserve as a percentage of loans and leases was 1.53% at December
31, 2005, compared to 1.54% at December 31, 2004. The reduced provision for loan
and lease losses reflects management's assessment of credit risk for the loan
and lease portfolio.
Performance measures continue to be outstanding; in the fourth quarter of 2005,
the Return on Average Assets (ROAA) was 1.67%, Return on Average Equity (ROAE)
was 16.41%, Return on Average Tangible Equity (ROATE) was 23.15% and the
efficiency ratio was 42.21%. For the year ended December 31, 2005, the Company
has a ROAA of 1.54%, ROAE of 15.14%, ROATE of 21.64% and an efficiency ratio of
45.16%.
Page 4 of Page 10
Fourth Quarter Highlights
o American River Bankshares continues a long history of enhancing shareholder
value with its 88th consecutive profitable quarter.
o American River Bankshares increased its quarterly cash dividend 4.9% over
the cash dividend paid in the prior quarter and issued a 5% stock dividend
in November, continuing a tradition of commitment that includes thirty-two
cash dividends since 1992.
o Net interest margin for the quarter ended December 31, 2005 was 5.09%
compared to 4.90% for the quarter ended December 31, 2004. Net interest
margin for the year ended December 31, 2005 was 4.98% compared to 4.90% for
the year ended December 31, 2004.
o American River Bank's five offices in the Greater Sacramento Area and
Placer County increased deposits 6.4% to $319,958,000 at December 31, 2005
from $300,798,000 at December 31, 2004. Year over year, loans increased
5.2% to $217,198,000 from $206,499,000.
o North Coast Bank, a division of American River Bank with three offices in
Sonoma County, increased deposits 6.3% to $66,984,000 at December 31, 2005
from $62,988,000 as of December 31, 2004. Year over year, loans decreased
2.5% to $71,833,000 from $73,670,000.
o Bank of Amador, a division of American River Bank with three offices in
Amador County, experienced a slight decrease in deposits to $114,079,000 at
December 31, 2005 from $114,255,000 at December 31, 2004. Year over year,
loans increased 5.7% to $82,219,000 from $77,795,000. The fourth quarter of
2005 marks the first full year of partnership with Bank of Amador. The
partnership has allowed Bank of Amador to concentrate on their strong
community presence and expand their financial offerings, including products
such as a home equity line of credit and a personal line of credit. Bank of
Amador's specialty in residential construction lending has built on the
capabilities of American River Bank.
o American River Bankshares moved into a new corporate headquarters at 3100
Zinfandel Drive in Rancho Cordova. The new office brought together all
support staff under one roof and serves as a business branch for American
River Bank.
o The American River Bankshares Foundation selected its inaugural grant
recipients, awarding a $15,000 grant to each of the following four
non-profit organizations: CASA of Sonoma County, Operation Care, Roberts
Family Development Center and Sierra Adoption Services. The Foundation is
committed to supporting organizations based in the communities in which we
do business and that create opportunity, enhance self-esteem, and provide
physical and emotional well-being for the most vulnerable women and
children.
o American River Bank raised $30,000 from the Bill Young Memorial Charity
Golf Classic. Proceeds benefit the Parkinson Association of the Sacramento
Region (PASR) and Christmas Promise, a non-profit organization that
anonymously answers "Dear Santa" letters from needy children in the
Sacramento area.
o North Coast Bank celebrated 15 years of service to the Sonoma community,
opening in October 1990 as Windsor Oaks National Bank. North Coast Bank
prides itself in maintaining a small-business bank atmosphere, with staff
calling clients by name while still being able to offer all the products
and services that you'd find at a big bank.
o Ruben Bareng joined American River Bank as Vice President and Commercial
Loan Officer. Mr. Bareng has 29 years of industry experience and is
responsible for developing new business relationships within the
Sacramento/South Placer County region. He is based out of the Bank's
Roseville office.
Page 5 of Page 10
2005 Year in Review Highlights
o American River Bankshares promoted Douglas E. Tow, Chief Credit Officer,
and Kevin B. Bender, Chief Information Officer, to executive vice
presidents.
o Don Sager was named head of business banking at American River Bank. Mr.
Sager has been with American River Bank for thirteen years and has nearly
30 years of experience in the banking industry.
o American River Bankshares was included as a member in the June launch of
the new Russell Microcap(TM) Index by the Russell Investment Group. The new
index was created to track the performance of a universe of 2,000 small-cap
companies and offers investors a genuine marketplace of microcap stocks in
which to identify opportunities.
o Sandler O'Neill identified AMRB as one of thirty-eight all stars in their
2005 Bank and Thrift Sm-All Stars. Each company included in the list
delivers nearly two times the level of loan, deposit and earnings growth of
the industry over the past twelve months, while simultaneously maintaining
pristine credit quality metrics and a return on equity that ranks in the
top quartile for the industry.
o U.S. Banker Magazine (July 2005) ranked AMRB as number thirty-five on their
"Top 200 Publicly Traded Community Banks" list. The magazine's annual
performance ranking includes banks and thrifts with assets under $1 billion
and lists each company by three-year average rate of return on equity.
o Wayne Garibaldi was promoted to senior vice president of Bank of Amador.
Mr. Garibaldi has been with Bank of Amador since their doors opened in
November 1983 and he will continue to serve as branch manager of the
Jackson Office.
o The American River Bankshares Foundation contributed $10,000 to the
disaster relief effort for Hurricane Katrina. In the wake the disaster, the
employees of American River Bankshares, American River Bank, Bank of Amador
and North Coast Bank raised over $5,000 for those devastated by the
hurricane. The Foundation matched dollar for dollar all donations from
employees and their families, with 100% of the $10,000 raised going to the
Salvation Army for disaster relief.
o The Healdsburg Office of North Coast Bank completed a $300,000 remodel. The
office was remodeled to reflect the relationship-orientated philosophy of
the Bank, removing the traditional teller line in favor of a business
environment with comfortable seating areas, sit-down client service desks
and local artwork.
o Amy J. Wheeler joined American River Bankshares as Vice President and Risk
Manager. Ms. Wheeler has 18 years of industry experience and is responsible
for company-wide risk management, including internal controls and
compliance with Sarbanes-Oxley regulations. Ms. Wheeler is a Certified
Regulatory Compliance Manager and a Certified Anti-Money Laundering
Specialist.
o Erik A. Lawson, CPA, joined American River Bankshares as Vice President and
Controller. Mr. Lawson has 11 years of industry experience and is
responsible for overseeing the accounting department, as well as financial
and regulatory reporting.
o Georgia Presnell, Secretary at the Point West Office of American River
Bank, was selected as Outstanding Older Worker for the State of California
by Experience Works, a non-profit organization that supports mature
workers. Georgia, who is 86 years old and works 40 hours a week, was
selected for her leadership, mentoring and over 30 years of service to a
variety of community projects, including the March of Dimes and Soroptimist
International.
Page 6 of Page 10
About American River Bankshares
-------------------------------
American River Bankshares [NASDAQ: AMRB] is the parent company of American River
Bank ("ARB"), a community business bank serving Sacramento, CA that operates a
family of financial services providers, including North Coast Bank [a division
of "ARB"] in Sonoma County and Bank of Amador [a division of "ARB"] in Amador
County. For more information, please call 916-565-6100 or visit www.amrb.com;
www.americanriverbank.com; www.northcoastbank.com; or www.bankofamador.com.
Forward-Looking Statement
-------------------------
In addition to the historical information contained herein, this press release
contains certain forward-looking statements. The reader of this press release
should understand that all such forward-looking statements are subject to
various uncertainties and risks that could affect their outcome. The Company's
actual results could differ materially from those suggested by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, variances in the actual versus
projected growth in assets, return on assets, loan losses, expenses, changes in
the interest environment including interest rates charged on loans, earned on
securities investments and paid on deposits, competition effects, fee and other
non interest income earned, general economic conditions, nationally, regionally,
and in the operating market areas of the Company and its subsidiaries, changes
in the regulatory environment, changes in business conditions and inflation,
changes in securities markets, data processing problems, a decline in real
estate values in the Company's market area, the conduct of the war on terrorism,
the threat of terrorism or the impact of potential military conflicts and the
conduct of war on terrorism by the United States and its allies, as well as
other factors. To gain a more complete understanding of the uncertainties and
risks involved in the Company's business, this press release should be read in
conjunction with the Company's annual report on Form 10-K for the year ended
December 31, 2004, and subsequent quarterly reports on Form 10-Q and current
reports on Form 8-K.
Page 7 of Page 10
<TABLE>
<CAPTION>
American River Bankshares
Consolidated Balance Sheet (Unaudited)
December 31 December 31 %
ASSETS 2005 2004 Change
------------- ------------- -----------
<S> <C> <C> <C>
Cash and due from banks $ 34,825,000 $ 28,115,000 23.9%
Federal funds sold 1,250,000 7,000,000 82.1%
Interest-bearing deposits in bank 4,844,000 5,939,000 (18.4%)
Investment securities 171,809,000 159,402,000 7.8%
Loans and leases:
Real estate 265,995,000 264,321,000 0.6%
Commercial 77,971,000 66,864,000 16.6%
Lease financing 7,967,000 9,994,000 (20.3%)
Other 20,029,000 17,669,000 13.4%
Deferred loan and lease originations
fees, net (712,000) (885,000) (19.5%)
Allowance for loan and lease losses (5,679,000) (5,496,000) 3.3%
-----------------------------------------------
Total loans and leases, net 365,571,000 352,467,000 3.7%
-----------------------------------------------
Bank premises and equipment 2,090,000 1,876,000 11.4%
Accounts receivable servicing receivable, net 2,000,000 2,409,000 (17.0%)
Intangible assets 18,032,000 18,329,000 (1.6%)
Accrued interest and other assets 12,342,000 11,129,000 10.9%
-----------------------------------------------
$ 612,763,000 $ 586,666,000 4.4%
===============================================
LIABILITIES & EQUITY
Noninterest-bearing deposits $ 164,397,000 $ 143,710,000 14.4%
Interest checking, money market & savings 217,417,000 225,382,000 (3.5%)
Time deposits 118,892,000 106,295,000 11.9%
-----------------------------------------------
Total deposits 500,706,000 475,387,000 5.3%
-----------------------------------------------
Short-term borrowings 39,386,000 24,457,000 61.0%
Long-term debt 4,270,000 9,831,000 (56.6%)
Accrued interest and other liabilities 5,655,000 18,000,000 (68.6%)
-----------------------------------------------
Total liabilities 550,017,000 527,675,000 4.2%
Total equity 62,746,000 58,990,000 6.4%
-----------------------------------------------
$ 612,763,000 $ 586,666,000 4.4%
===============================================
Nonperforming loans and leases to total
loans and leases 0.02% 0.07%
Net chargeoffs to average loans and leases
(annualized) 0.04% 0.08%
Allowance for loan and lease loss to total
loans and leases 1.53% 1.54%
Leverage Ratio 7.66% 8.35%
Tier 1 Risk-Based Capital Ratio 10.60% 9.65%
Total Risk-Based Capital Ratio 11.85% 10.90%
</TABLE>
Page 8 of Page 10
<TABLE>
American River Bankshares
Consolidated Statement of Income (Unaudited)
For the year ended
Fourth Fourth December 31
Quarter Quarter % --------------------------- %
2005 2004 Change 2005 2004 Change
------------ ------------ ---------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 8,966,000 $ 6,495,000 38.0% $ 33,213,000 $ 22,636,000 46.7%
Interest expense 2,011,000 1,006,000 99.9% 6,751,000 3,218,000 109.8%
-----------------------------------------------------------------------------------
Net interest income 6,955,000 5,489,000 26.7% 26,462,000 19,418,000 36.3%
Provision for loan and lease
losses 50,000 200,000 (75.0%) 322,000 895,000 (64.0%)
Total noninterest income 570,000 503,000 13.3% 2,329,000 2,395,000 (2.8%)
Total noninterest expense 3,298,000 2,687,000 22.7% 13,493,000 11,713,000 15.2%
-----------------------------------------------------------------------------------
Income before taxes 4,177,000 3,105,000 34.5% 14,976,000 9,205,000 62.7%
Income taxes 1,610,000 1,204,000 33.7% 5,792,000 3,378,000 71.5%
-----------------------------------------------------------------------------------
Net income $ 2,567,000 $ 1,901,000 35.0% $ 9,184,000 $ 5,827,000 57.6%
===================================================================================
Basic earnings per share $ 0.46 $ 0.38 21.1% $ 1.63 $ 1.24 31.5%
Diluted earnings per share 0.45 0.37 21.6% 1.60 1.18 35.6%
Average diluted shares
outstanding 5,715,231 5,166,123 5,733,778 4,931,269
Net interest margin as a
percentage 5.09% 4.90% 4.98% 4.90%
Operating Ratios:
Return on average assets 1.67% 1.51% 1.54% 1.33%
Return on average equity 16.41% 16.70% 15.14% 14.88%
Return on average tangible
equity 23.15% 19.14% 21.64% 15.48%
Efficiency ratio (fully
taxable equivalent) 42.21% 43.96% 45.16% 53.12%
</TABLE>
Earnings per share have been adjusted for a 5% stock dividend distributed in
both 2004 and 2005.
Page 9 of Page 10
<TABLE>
<CAPTION>
American River Bankshares
Consolidated Statement of Income (Unaudited)
Trailing Four Quarters
Fourth Third Second First
Quarter Quarter Quarter Quarter
2005 2005 2005 2005
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income $ 8,966,000 $ 8,562,000 $ 8,011,000 $ 7,674,000
Interest expense 2,011,000 1,809,000 1,572,000 1,359,000
---------------------------------------------------------
Net interest income 6,955,000 6,753,000 6,439,000 6,315,000
Provision for loan and lease
losses 50,000 0 55,000 217,000
Total noninterest income 570,000 594,000 584,000 581,000
Total noninterest expense 3,298,000 3,464,000 3,403,000 3,328,000
---------------------------------------------------------
Income before taxes 4,177,000 3,883,000 3,565,000 3,351,000
Income taxes 1,610,000 1,507,000 1,375,000 1,300,000
---------------------------------------------------------
Net income $ 2,567,000 $ 2,376,000 $ 2,190,000 $ 2,051,000
=========================================================
Basic earnings per share $ 0.46 $ 0.42 $ 0.39 $ 0.37
Diluted earnings per share 0.45 0.41 0.38 0.36
Net interest margin as a
percentage 5.09% 4.92% 4.98% 4.96%
Quarterly Operating Ratios:
Return on average assets 1.67% 1.54% 1.50% 1.43%
Return on average equity 16.41% 15.32% 14.68% 14.08%
Return on average tangible equity 23.15% 21.74% 21.13% 20.40%
Efficiency ratio (fully tax
equivalent) 42.21% 45.44% 46.69% 47.75%
</TABLE>
Earnings per share have been adjusted for a 5% stock dividend distributed in
2005.
# # #
Page 10 of 10