News Column

AMERICAN RIVER BANKSHARES - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations.

May 8, 2014

The following is management's discussion and analysis of the significant changes in American River Bankshares' (the "Company") balance sheet accounts between December 31, 2013 and March 31, 2014 and its income and expense accounts for the three-month periods ended March 31, 2014 and 2013. 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 significantly 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 instability 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 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 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;



? the efficiencies we may expect to receive from any investments in personnel

and infrastructure may not be realized; and

? downgrades in the credit rating of the United States by credit rating agencies.

27 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, 2013, 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. 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 probable incurred credit loss risk inherent in our loan and lease portfolio as of the balance sheet date. 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) the "Receivables" topic, 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 or lease 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 actual losses 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 over the vesting period in an amount equal to the fair value of all share-based payments which consist of stock options and restricted stock awarded to directors and employees. The fair value of each stock option award is estimated on the date of grant and amortized over the service period using a Black-Scholes-Merton based option valuation model that requires the use of assumptions. Critical assumptions that affect the estimated fair value of each award include expected stock price volatility, dividend yields, option life and the risk-free interest rate. 28 Goodwill Business combinations involving the Company's acquisition of equity interests or net assets of another enterprise or the assumption of net liabilities in an acquisition of branches constituting a business may give rise to goodwill. Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The value of goodwill is ultimately derived from the Company's ability to generate net earnings after the acquisition and is not deductible for tax purposes. A decline in net earnings could be indicative of a decline in the fair value of goodwill and result in impairment. For that reason, goodwill is assessed for impairment on an annual basis. Impairment exists when a reporting unit's carrying value of goodwill exceeds its fair value. The most recent annual assessment was performed as of December 31, 2013, and at that time, the Company's reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. Income Taxes The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation of income tax expense (benefit) represents each entity's proportionate share of the consolidated provision for (benefit from) 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, if applicable, 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 statement of income. There were no unrecognized tax benefits or accrued interest and penalties at March 31, 2014 or 2013 or for the three-month periods then ended.



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 100 full-time employees as of March 31, 2014. 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. American River Bank operates five full service offices in Sacramento and Placer Counties including the main office located at 1545 River Park Drive, Suite 107, Sacramento and branch offices in Sacramento, Fair Oaks, and Roseville; two full service offices in Sonoma County in Healdsburg and Santa Rosa; and three full service banking offices in Amador County in Jackson, Pioneer, and Ione. In addition, American River Bank serves the Santa Clara, Contra Costa, and Alameda County markets through a loan production office in the city of Pleasanton. 29 In 2000, the Company acquired North Coast Bank as a separate bank subsidiary. North Coast Bank was incorporated and commenced business in 1990 as Windsor Oaks National Bank in Windsor, California. In 1997, the name was changed to North Coast Bank. Effective December 31, 2003, North Coast Bank was merged with and into American River Bank. On December 3, 2004, the Company acquired Bank of Amador located in Jackson, California. Bank of Amador was merged with and into American River Bank. The Bank's deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to applicable legal limits. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank Act includes a permanent increase to $250,000 as the maximum FDIC insurance limit per depositor retroactive to January 1, 2008 and the extension of unlimited FDIC insurance for noninterest-bearing transaction accounts effective December 31, 2010 through December 31, 2012. On November 9, 2010, the FDIC implemented a final rule to permanently increase the maximum insurance limit to $250,000 under the Dodd-Frank Act. The unlimited insurance coverage for noninterest bearing transaction accounts was not extended and terminated on December 31, 2012. The $250,000 maximum deposit insurance amount per depositor remains in effect. American River Bank does not offer trust services or international banking services and does not plan to do so in the near future. American River Bank's primary business is serving the commercial banking needs of small to mid-sized businesses within those counties listed above. American River Bank accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services. American River Bank also conducts lease financing for certain types of business equipment. American River Bank owns 100% of two inactive companies, ARBCO and American River Mortgage. ARBCO was formed in 1984 to conduct real estate development and has been inactive since 1995. American River Mortgage has been inactive since its formation in 1994. During 2014, 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 $1,006,000 for the quarter ended March 31, 2014, which was an increase of $384,000 (61.7%) compared to $622,000 reported for the same period of 2013. Diluted earnings per share for the first quarter of 2014 were $0.12 compared to $0.07 recorded in the first quarter of 2013. The return on average equity ("ROAE") and the return on average assets ("ROAA") for the first quarter of 2014 were 4.69% and 0.68%, respectively, as compared to 2.70% and 0.43%, respectively, for the same period in 2013. Total assets of the Company increased by $10,941,000 (1.8%) from $592,753,000 at December 31, 2013 to $603,694,000 at March 31, 2014. Net loans totaled $255,465,000 at March 31, 2014, up $3,718,000 (1.5%) from $251,747,000 at December 31, 2013. Deposit balances at March 31, 2014 totaled $500,892,000, up $17,202,000 (3.6%) from the $483,690,000 at December 31, 2013. The Company ended the first quarter of 2014 with a leverage capital ratio of 11.7%, a Tier 1 capital ratio of 21.1%, and a total risk-based capital ratio of 22.4% compared to 11.9%, 22.0%, and 23.2%, respectively, at December 31, 2013. 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). 30 Table One: Components of Net Income (dollars in thousands) For the three months ended March 31, 2014 2013 Interest income* $ 5,062$ 4,724 Interest expense (304 ) (407 ) Net interest income* 4,758 4,317

Provision for loan and lease losses

- (100 ) Noninterest income 502 625 Noninterest expense (3,653 ) (4,002 ) Provision for income taxes (535 ) (145 ) Tax equivalent adjustment (66 ) (73 ) Net income $ 1,006$ 622 Average total assets $ 596,317$ 585,956

Net income (annualized) as a percentage of average total assets 0.68 % 0.43 %



* 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 3.60% for the three months ended March 31, 2014 and 3.53% for the three months ended March 31, 2013. The fully taxable equivalent interest income component for the first quarter of 2014 increased $338,000 (7.2%) to $5,062,000 compared to $4,724,000 for the three months ended March 31, 2013. The increase in the fully taxable equivalent interest income for the first quarter of 2014 compared to the same period in 2013 is broken down by rate (up $148,000) and volume (up $190,000). While the overall yield on earning assets decreased from 3.87% during the first quarter of 2013 to 3.83% during the first quarter of 2014, the Company did experience higher yields from the investment portfolio, which helped to offset the lower yields being earned in the loan portfolio. The rate increase in the investment portfolio can be attributed to a slowdown in the mortgage refinance market. As mortgage refinancing slows it also reduces the principal prepayments that the Company receives on the mortgage backed securities, which reduces the premium amounts amortized on the bonds. A lower amount of amortized premium results in higher interest income. Investment securities added $405,000 in additional interest income related to rate. The loan balances reduced this amount by $257,000. Average loans increased from the first quarter of 2013 to the first quarter of 2014; however, due to the overall lower interest rate environment, the new loans added were at lower yields than those that paid down. The average yield on loans decreased 0.41% from 5.82% during the first quarter of 2013 to 5.41% during the first quarter of 2014. While forgone interest on nonaccrual loans has decreased, it continues to negatively impact the yield on earning assets. During the first quarter of 2014, foregone interest income on nonaccrual loans was approximately $39,000, compared to foregone interest of $59,000 during the first quarter of 2013. The foregone interest of $39,000 had a 3 basis point negative impact on the yield on earning assets. The volume increase of $190,000 was from both loans ($70,000) and investments ($120,000). The average balance of earning assets increased $41,232,000 (8.3%) from $495,469,000 in the first quarter of 2013 to $536,701,000 in the first quarter of 2014. When compared to the first quarter of 2013, average loan balances were up $4,887,000 (1.9%) to $258,851,000 for the first quarter of 2014 and average investment securities were up $36,095,000 (15.0%) to $276,850,000 for the first quarter of 2014.

31 Interest expense was $304,000 or $103,000 (25.3%) lower in the first quarter of 2014 versus the prior year period. The net $103,000 decrease in interest expense during the first quarter of 2014 compared to the first quarter of 2013 was due to lower rates (down $81,000) and volume (down $22,000). The average balances on interest bearing liabilities were $6,563,000 (1.9%) higher in the first quarter of 2014 compared to the same quarter in 2013. The slightly higher balances did not significantly impact the overall interest expense, as these higher balances occurred in the lower cost checking and savings products while the Company experienced decreases in the average balances of time deposits and other borrowings. The Company focused its marketing efforts on replacing higher cost time deposits and borrowings with lower cost checking, savings, and money market accounts. Average time deposit balances were down $5,369,000 (5.5%) during the first quarter of 2014 compared to the first quarter of 2013 and average borrowings were down $5,989,000 (33.3%) during the same time period. Average interest checking, money market, and savings accounts increased from $229,580,000 in the first quarter of 2013 to $247,501,000 during the first quarter of 2014. Rates paid on interest bearing liabilities decreased 13 basis points from 0.48% to 0.35% for the first quarter of 2013 compared to the first quarter of 2014. 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, 2014

2013 (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) $ 258,851$ 3,455 5.41 % $ 253,964$ 3,642 5.82 % Taxable investment Securities 249,605 1,338 2.17 % 211,143 788 1.51 % Tax-exempt investment securities (2) 27,160 267 3.99 % 29,595 293 4.02 % Corporate stock (2) 85 1 4.77 % 17 - - Federal funds sold - - - - - -

Investments in time deposits 1,000 1 0.41 %

750 1 0.54 % Total earning assets 536,701 5,062 3.83 % 495,469 4,724 3.87 % Cash & due from banks 21,627 45,536 Other assets 43,447 50,811 Allowance for loan & lease losses (5,458 ) (5,860 ) $ 596,317$ 585,956 Liabilities & Shareholders' Equity Interest bearing liabilities: Interest checking and money market $ 194,534 105 0.22 % $ 178,296 128 0.29 % Savings 52,967 12 0.09 % 51,284 24 0.19 % Time deposits 91,749 145 0.64 % 97,118 179 0.75 % Other borrowings 12,011 42 1.42 % 18,000 76 1.71 % Total interest bearing liabilities 351,261 304 0.35 % 344,698 407 0.48 % Noninterest bearing demand deposits 151,681 141,764 Other liabilities 6,421 6,204 Total liabilities 509,363 492,666 Shareholders' equity 86,954 93,290 $ 596,317$ 585,956

Net interest income & margin (3) $ 4,758 3.60 % $



4,317 3.53 %

(1) Loan interest includes loan fees of $56,000 and $60,000, respectively, during

the three months ended March 31, 2014 and March 31, 2013. 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 2014 and 2013.

(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 the period (90 days) and

annualized to actual days in the year (365 days). 32



Table Three: Analysis of Volume and Rate Changes on Net Interest Income and Expenses Three Months Ended March 31, 2014 over 2013 (dollars in thousands) Increase (decrease) due to change in:

Interest-earning assets: Volume Rate (4) Net Change Net loans (1)(2) $ 70$ (257 )$ (187 ) Taxable investment securities 144 406 550

Tax exempt investment securities (3) (24 ) (2 )

(26 ) Corporate stock - 1 1 Federal funds sold - - -

Interest-bearing deposits in banks - - - Total 190 148



338

Interest-bearing liabilities: Interest checking and money market 12 (35 )

(23 ) Savings deposits 1 (13 ) (12 ) Time deposits (10 ) (24 ) (34 ) Other borrowings (25 ) (9 ) (34 ) Total (22 ) (81 ) (103 ) Interest differential $ 212$ 229$ 441



(1) The average balance of nonaccrual loans is immaterial as a percentage of

total loans and has been included in net loans.

(2) Loan interest includes loan fees of $56,000 and $60,000, respectively, during

the three months ended March 31, 2014 and March 31, 2013, which 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 2014 and 2013.

(4) The rate/volume variance has been included in the rate variance.

Provision for Loan and Lease Losses

The Company did not provide any provision for loan and lease losses for the first quarter of 2014 as compared to $100,000 for the first quarter of 2013. The Company experienced net loan and lease recoveries of $27,000 or (0.04%) (on an annualized basis) of average loans and leases for the three months ended March 31, 2014 compared to net loan and lease recoveries of $22,000 or (0.04%) (on an annualized basis) of average loans and leases for the three months ended March 31, 2013. The Company continued to experience an overall improvement in the credit quality of the loan and lease portfolio and a reduction of credit losses. 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, 2014 2013



Service charges on deposit accounts $ 156$ 151 Gain on sale/call of securities

- - Merchant fee income 102 107 Bank owned life insurance 65 190 Income from OREO properties 107 92 Other 72 85 Total noninterest income $ 502$ 625 Noninterest income decreased $123,000 (19.7%) to 502,000 for the three months ended March 31, 2014 as compared to $625,000 for the three months ended March 31, 2013. The decrease in noninterest income was primarily related to proceeds of a bank owned life insurance policy on a former director, resulting in tax-free income of $118,000 in the first quarter of 2013. 33 Noninterest Expense Noninterest expense decreased $349,000 (8.7%) to a total of $3,653,000 in the first quarter of 2014 compared to $4,002,000 in the first quarter of 2013. Salary and employee benefits expense decreased $97,000 (4.4%) from $2,217,000 during the first quarter of 2013 to $2,120,000 during the first quarter of 2014. The decrease in salaries and benefits results from a lower number of full-time equivalent employees ("FTE"). Average FTE decreased from 113 during the first quarter of 2013 to 101 during the first quarter of 2014. On a quarter-over-quarter basis, occupancy expense increased $6,000 (2.0%) and furniture and equipment expense decreased $16,000 (8.2%). FDIC assessments decreased $23,000 (18.3%) during the first quarter of 2014 to $103,000, from $126,000 in the first quarter of 2013. OREO related expenses decreased $306,000 (100.3%) during the first quarter of 2014 from $305,000 in the first quarter of 2013 to a negative $1,000 in the first quarter of 2014. Other expense increased $87,000 (10.1%) to a total of $946,000 in the first quarter of 2014 versus the first quarter of 2013. The decrease in the FDIC assessments resulted from the Bank's improved risk assessment category. The decrease in OREO expenses is directly related to sales of a number of OREO properties, particularly office buildings, in 2013. These properties required a significant amount of expense to maintain. By selling these properties, the Company was able to reduce the maintenance related expenses. In addition, during the first quarter of 2014, the Company sold two parcels of land in El Dorado County that abutted an existing OREO property for a $106,000 net gain without any adjustment required to the value of the existing OREO property. The Company continues to own the OREO office building and land upon which the building is located, but no longer owns the adjoining land. The $106,000 gain on sale is accounted for as a reduction in OREO expenses and the gain exceeded the expense of maintaining the other OREO properties, resulting in a negative expense for the quarter. The increase in other expense is primarily related to higher legal fees and operating losses. Legal fees increased from $56,000 in the first quarter of 2013 to $164,000 in the first quarter of 2014 and is primarily related to costs associated with problem loan credits. Operating losses increased from $3,000 in the first quarter of 2013 to $44,000 in the first quarter of 2014 and is primarily electronic funds claims ("EFT Claims"). Losses incurred from EFT Claims result from fraudulent electronic transactions, typically purporting to be from check card users, whereby stolen card data is used to debit funds from the Bank's clients' deposit accounts. The fully taxable equivalent efficiency ratio decreased from 80.95% for the first quarter of 2013 to 69.45% for the first quarter of 2014. This decrease in the efficiency ratio is related to an increase in net interest income. Provision for Income Taxes Federal and state income taxes for the quarter ended March 31, 2014 increased $390,000 from $145,000 in the first quarter of 2013 to $535,000 in the first quarter of 2014. The effective tax rate for the quarter ended March 31, 2014 was 34.7% compared to 18.9% for the first quarter of 2013. The higher tax expense and effective tax rate in 2014 resulted from a higher amount of taxable income and significantly less benefits of Enterprise Zone credits on our State tax return as the program has been significantly reduced effective January 1, 2014. In addition, the 2013 tax provision benefited from the tax-free income related to the bank owned life insurance benefit.



Balance Sheet Analysis

The Company's total assets were $603,694,000 at March 31, 2014 as compared to $592,753,000 at December 31, 2013, representing an increase of $10,941,000 (1.8%). The average assets for the three months ended March 31, 2014 were $596,317,000, which represents an increase of $10,361,000 or 1.8% over the balance of $585,956,000 during the three-month period ended March 31, 2013.

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. Table Five below summarizes the values of the Company's investment securities held on March 31, 2014 and December 31, 2013. 34



Table Five: Investment Securities Composition

(dollars in thousands) Available-for-sale (at fair value) March 31, 2014 December 31, 2013 Debt securities: Mortgage-backed securities $ 246,560 $ 244,160 Obligations of states and political subdivisions 26,897 26,903 Corporate bonds 1,617 1,069 Corporate stock 137 119 Total available-for-sale investment securities $ 275,211 $ 272,791 Held-to-maturity (at amortized cost) Debt securities: Mortgage-backed securities $ 1,092 $ 1,185 Total held-to-maturity investment securities $ 1,092 $ 1,185 Net unrealized gains on available-for-sale investment securities totaling $3,709,000 were recorded, net of $1,484,000 in tax liabilities, as accumulated other comprehensive income within shareholders' equity at March 31, 2014 and net unrealized gains on available-for-sale investment securities totaling $1,872,000 were recorded, net of $748,000 in tax liabilities, as accumulated other comprehensive income within shareholders' equity at December 31, 2013. 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 until 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) commercial real estate construction; (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 $11.8 million in new loans during the first three months of 2014. This production was partially offset by normal pay downs and payoffs, but still resulted in an overall net increase in net loans and leases of $3,718,000 (1.5%) from December 31, 2013. The market in which the Company operates continues to see challenges in creating loan volume as competition for loans increases and existing borrowers continue to pay down debt, as well as delay expansion plans. Table Six below summarizes the composition of the loan portfolio as of March 31, 2014 and December 31, 2013.



Table Six: Loan and Lease Portfolio Composition

(dollars in thousands) March 31, 2014 December 31, 2013

Change in Percentage $ % $ % dollars change Commercial $ 23,428 9 % $ 24,545 9 % $ (1,117 ) (4.6 %) Real estate Commercial 191,454 73 % 184,204 72 % 7,250 3.9 % Multi-family 11,441 4 % 11,085 4 % 356 3.2 % Construction 8,106 3 % 9,633 4 % (1,527 ) (15.9 %) Residential 16,884 7 % 17,703 7 % (819 ) (4.6 %) Lease financing receivable 1,297 1 % 1,344 1 % (47 ) (3.5 %) Agriculture 3,087 1 % 3,120 1 % (33 ) (1.1 %) Consumer 5,461 2 % 5,772 2 % (311 ) (5.4 %) Total loans and leases 261,158 100 % 257,406 100 % 3,752 1.5 % Deferred loan and lease fees, net (320 ) (313 ) (7 ) Allowance for loan and

lease losses (5,373 ) (5,346 ) (27 ) Total net loans and leases $ 255,465$ 251,747$ 3,718 1.5 % 35 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, multi-family, 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 banking 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 led to an increase in 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, 2014 and December 31, 2013.



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. Ultimately, underlying trends in economic and business cycles 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, which is focused on businesses within the two communities in which the Bank has offices (Santa Rosa and Healdsburg); and in Amador County, in which the Bank is primarily focused on businesses within the three communities in which it has offices (Jackson, Pioneer, and Ione). 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 recently entered the Santa Clara, Contra Costa, and Alameda County markets with a loan production office in Pleasanton. The economies of Santa Clara, Contra Costa and Alameda Counties are diversified with professional services, manufacturing, technology related companies, real estate investment and construction. 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 rates 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. 36 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 87% of the Company's loan and lease portfolio at March 31, and at December 31, 2013. Management believes that the residential land and residential construction portion of the Company's loan portfolio carries more than the normal credit risk, 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 losses at levels adequate to reflect the loss risk inherent in its total loan portfolio. A 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 continue to 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 practices and underwriting standards are structured with the intent to minimize losses; however, there is no assurance that losses will not occur. The Company's loan practices 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.



Nonperforming, Past Due and Restructured Loans and Leases

At March 31, 2014, 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 $1,883,000 or 0.72% of total loans and leases. The $1,883,000 in nonperforming loans and leases consisted up of twelve loans. Six of those loans totaling $362,000 were current (less than 30 days past due pursuant to their original or modified terms). Nonperforming loans and leases were $1,979,000 or 0.77% of total loans and leases at December 31, 2013. Specific reserves of $404,000 were held on the nonperforming loans at March 31, 2014 and specific reserves of $398,000 were held on the nonperforming loans at December 31, 2013. The overall level of nonperforming loans decreased $96,000 (4.9%) to $1,883,000 from $1,979,000 at December 31, 2013. At December 31, 2013, the Company's nonperforming loans included four real estate loans totaling $977,000; four commercial loans totaling $846,000 and four consumer loans totaling $156,000. During the first quarter of 2014, one commercial loan in the process of renewal at December 31, 2013 in the amount of $80,000 was renewed and considered current. The Company also collected approximately $16,000 in principal paydowns.



The net interest due on nonaccrual loans and leases but excluded from interest income was $39,000 for the three months ended March 31, 2014, compared to foregone interest of $59,000 during three months ended March 31, 2013.

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, 2014. Management is not aware of any potential problem loans, which were accruing and current at March 31, 2014, 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 apart from those loans identified in the Bank's impairment analysis. Table Seven below sets forth nonaccrual loans and loans past due 90 days or more as of March 31, 2014 and December 31, 2013. 37



Table Seven: Nonperforming Loans and Leases

(dollars in thousands) March 31, December 31, 2014 2013 Past due 90 days or more and still accruing: Commercial $ - $ 80 Real estate - - Lease financing receivable - - Agriculture - - Consumer - - Nonaccrual: Commercial 758 766 Real estate 973 977 Lease financing receivable - - Agriculture - - Consumer 152 156 Total nonperforming loans $ 1,883$ 1,979 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's 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 loans or leases graded substandard or lower with outstanding principal balances in excess of $100,000, as well as, loans considered troubled debt restructures with outstanding principal balances in excess of $25,000. The Company identifies troubled debt restructures by reviewing each renewal, modification, or extension of a loan with a screening document. This document is designed to identify any characteristic of such a loan that would qualify it as a troubled debt restructure. If the characteristics are not present that would qualify a loan as a troubled debt restructure, it is deemed to be a modification. At March 31, 2014, the recorded investment in loans and leases that were considered to be impaired totaled $26,441,000, which includes $24,662,000 in performing loans and leases. Of the total impaired loans of $26,441,000, loans totaling $11,740,000 were deemed to require no specific reserve and loans totaling $14,701,000 were deemed to require a related valuation allowance of $1,638,000. Of the $11,740,000 impaired loans that did not carry a specific reserve there were $300,000 in loans or leases that had previous partial charge-offs and $11,440,000 in loans or leases that were analyzed and determined not to require a specific reserve or charge-off because the collateral value or discounted cash flow value exceeded the loan or lease balance. The recorded investment in loans and leases that were considered to be impaired totaled $27,034,000 at December 31, 2013. Of the total impaired loans of $27,034,000, loans totaling $11,783,000 were deemed to require no specific reserve and loans totaling $15,251,000 were deemed to require a related valuation allowance of $1,598,000.

The Company has been operating in a market that has experienced significant decreases in real estate values of commercial, residential, land, and construction properties. As such, the Company is focused on monitoring collateral values for those loans considered collateral dependent. The collateral evaluations performed by the Company are updated as necessary, which is generally once every six months, and are reviewed by a qualified credit officer. In the first quarter of 2014, the Company had net loan recoveries of $27,000 with no added provision. In the first quarter of 2013, the Company had net loan recoveries of $22,000 with a provision of $100,000. At March 31, 2014, there were thirteen loans and leases totaling $14,655,000, that are considered troubled debt restructures ("TDR") that have a specific reserves totaling $837,000. Of these TDRs, there were ten loans and leases that were modified and are currently performing (less than thirty days past due) totaling $13,744,000 and three loans and leases that are considered nonperforming (and included in Table Seven above), totaling $911,000. As of March 31, 2014, of the thirteen TDRs, there were six rate reductions, four changes in terms and three extensions. All were performing as agreed except for two extensions and one change in terms. The Company generally requires TDRs that are on nonaccrual status to make six consecutive payments on the restructured loan or lease prior to returning the loan or lease to accrual status. 38



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 estimate 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 ALLL totaled $5,373,000 or 2.06% of total loans and leases at March 31, 2014 compared to $5,346,000 or 2.08% of total loans and leases at December 31, 2013. The Company establishes general and specific reserves in accordance with the generally accepted accounting principles. The ALLL is maintained by categories of the loan and lease portfolio based on loan type and loan rating; however, the entire allowance is available to cover actual loan and lease losses. While management uses available information to recognize possible losses on loans and leases, future additions to the allowance may be necessary, based on changes in economic conditions and other matters. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's ALLL. Such agencies may require the Company to provide additions to the allowance based on their judgment of information available to them at the time of their examination. The ALLL as a percentage of non-performing loans and leases was 285.3% at March 31, 2014 and 270.1% at December 31, 2013. The allowance for loans and leases as a percentage of impaired loans and leases was 20.3% at March 31, 2014 and 19.8% at December 31, 2013. Of the total non-performing and impaired loans and leases outstanding as of March 31, 2014, there were $1,439,000 in loans or leases that had been reduced by partial charge-offs of $291,000. As these loan or lease balances are charged off, the remaining balances, following analysis, normally do not initially require specific reserves and are not eligible for general reserves. The impact of this on credit ratios is such that the Company's ALLL as a percentage may be lower, because the partial charge-offs have reduced the potential future losses related to those credits. The Company's policy with regard to loan or lease charge-offs continues to be that a loan or lease is charged off against the ALLL when management believes that the collectability of the principal is unlikely. Generally, a loan or lease is charged off, or partially charged off, when estimated losses related to impaired loans and leases are identified. If the loan is collateralized by real estate the impaired portion will be charged off to the ALLL unless the loan or lease is in the process of collection, in which case a specific reserve may be warranted. If the collateral is other than real estate the Company will typically charge-off the impaired portion of a loan or lease, unless the loan or lease is in the process of collection, in which case a specific reserve may

be warranted. 39

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. 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, 2014 2013

Average loans and leases outstanding $ 258,851



$ 253,964

Allowance for loan and lease losses at beginning of period $ 5,346

$ 5,781

Loans and leases charged off: Commercial - (10 ) Real estate - (38 ) Lease financing receivable - - Agriculture - - Consumer (1 ) (5 ) Total (1 ) (53 ) Recoveries of loans and leases previously charged off: Commercial 20 74 Real estate 5 1 Lease financing receivable 3 - Agriculture - - Consumer - - Total 28 75

Net loans and leases recovered (charged off) 27



22

Additions to allowance charged to operating expenses -



100

Allowance for loan and lease losses at end of period $ 5,373



$ 5,903 Ratio of net charge-offs to average loans and leases outstanding (annualized)

(0.04 %)



(0.04 %) Provision of allowance for loan and lease losses to average loans and leases outstanding (annualized)

-



0.16 % Allowance for loan and lease losses to loans and leases net of deferred fees at end of period

2.06 % 2.35 % Other Real Estate Owned At March 31, 2014, the Company had nine other real estate owned ("OREO") properties totaling $6,621,000, which total amount was the same amount reported as of December 31, 2013. During the first quarter of 2014, the Company sold two parcels of land in El Dorado County that abutted an existing OREO property for a $106,000 net gain without any adjustment required to the value of the existing OREO property. The Company continues to own the OREO office building and land upon which the building is located, but no longer owns the adjoining land. The Company periodically obtains property valuations as part of the process of determining whether the recorded book value represents fair value. During the first quarter of 2014, this valuation process did not result in the Company adjusting the book value of the OREO properties. At March 31, 2014, OREO included a valuation reserve balance of $105,000, which was the same amount reported as of December 31, 2013. The Company believes that all nine OREO properties owned at March 31, 2014 are carried approximately at fair value.

40 Deposits At March 31, 2014, total deposits were $500,892,000 representing a $17,202,000 (3.6%) increase from the December 31, 2013 balance of $483,690,000. The Company's deposit growth plan for 2014 is to concentrate its efforts on increasing noninterest-bearing demand, interest-bearing money market and NOW accounts, and savings accounts while allowing higher cost time deposits to mature and close or renew at lower rates. The Company experienced increases in noninterest-bearing ($10,344,000 or 7.1%), interest-bearing checking ($3,044,000 or 5.2%), money market accounts ($2,323,000 or 1.7%), and savings ($2,462,000 or 4.8%), and a decrease in time deposits ($971,000 or 1.1%).



Other Borrowed Funds

Other borrowings outstanding as of March 31, 2014 and December 31, 2013, consist of advances (both short-term and long-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, 2014 December 31, 2013 Amount Rate Amount Rate Short-term borrowings: FHLB advances $ 3,000 1.19 % $ 8,000 2.15 % Long-term borrowings: FHLB advances $ 8,000 1.47 % $ 8,000 1.47 % The maximum amount of short-term borrowings at any month-end during the first three months of 2014 and 2013 was $3,000,000 and $7,000,000, 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 $ 3,000$ 8,000 Maturity 2014 2015 to 2019 Weighted average rates 1.19 % 1.47 %

The Company has also been issued a total of $5,800,000 in letters of credit by the FHLB which are pledged to secure Local Agency Deposits. The letters of credit act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The letters of credit were not drawn upon in 2014 or 2013 and management does not currently expect to draw upon these lines in the foreseeable future. See "Liquidity" below 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 current capital adequacy guidelines and the regulatory framework for prompt corrective action, banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and American River Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. At March 31, 2014, shareholders' equity was $85,918,000, representing a decrease of $1,102,000 (1.3%) from $87,020,000 at December 31, 2013. The decrease results from repurchases of common stock exceeding the additions from other comprehensive income, net income for the period, and the stock based compensation. The ratio of total risk-based capital to risk adjusted assets was 21.1% at March 31, 2014 and 22.0% at December 31, 2013. Tier 1 risk-based capital to risk-adjusted assets was 22.4% at March 31, 2014 and 23.2% at December 31, 2013. The leverage ratio was 11.7% at March 31, 2014 and 11.9%

at December 31, 2013. 41



Table Ten below lists the Company's actual capital ratios at March 31, 2014 and December 31, 2013, as well as the minimum capital ratios for capital adequacy.

Table Ten: Capital Ratios Capital to Risk-Adjusted Assets At March 31, At December 31, Minimum Regulatory 2014 2013 Capital Requirements Leverage ratio 11.7 % 11.9 % 4.00 % Tier 1 Risk-Based Capital 21.1 % 22.0 % 4.00 % Total Risk-Based Capital 22.4 % 23.2 % 8.00 % Capital ratios are reviewed on a regular basis to ensure that capital exceeds the prescribed regulatory requirements and is adequate to meet future needs. Management believes that the Company and American River Bank were in compliance with the current risk-weighted capital and leverage ratio guidelines as of March 31, 2014 and December 31, 2013. In July 2013, the federal bank regulatory agencies issued interim final rules that revise and replace the current risk-based capital requirements in order to implement the "Basel III" regulatory capital reforms released by the Basel Committee on Banking Supervision and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Basel III reforms reflected in the final rules include an increase in the risk-based capital requirements and certain changes to capital components and the calculation

of risk-weighted assets. Effective January 1, 2015, banking organizations like the Company and American River Bank must comply with new minimum capital ratio requirements to be phased-in between January 1, 2015 and January 1, 2019, which would consist of the following: (i) a new common equity Tier 1 capital to total risk weighted assets ratio of 4.5%; (ii) a Tier 1 capital to total risk weighted assets ratio of 6% (increased from 4%); (iii) a total capital to total risk weighted assets ratio of 8% (unchanged from current rules); and (iv) a Tier 1 capital to adjusted average total assets ("leverage") ratio of 4%. In addition, a "capital conservation buffer," is established which when fully phased-in will require maintenance of a minimum of 2.5% of common equity Tier 1 capital to total risk weighted assets in excess of the regulatory minimum capital ratio requirements described above. The 2.5% buffer will increase the minimum capital ratios to (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new buffer requirement will be phased-in between January 1, 2016 and January 1, 2019. If the capital ratio levels of a banking organization fall below the capital conservation buffer amount, the organization will be subject to limitations on (i) the payment of dividends; (ii) discretionary bonus payments; (iii) discretionary payments under Tier 1 instruments; and (iv) engaging in share repurchases. The federal bank regulatory agencies also implemented changes to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital ratios begin to show signs of weakness. These changes will take effect January 1, 2015 and will require insured depository institutions to meet the following increased capital ratio requirements in order to qualify as "well capitalized:" (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%). Assuming the interim final rules were in effect at March 31, 2014 and based upon the Company's capital position at March 31, 2014, management believes that the Company and American River Bank would be in compliance with the minimum capital requirements, including the fully phased-in capital conservation buffer requirement, of the interim final rules.



On January 17, 2014, the Company approved and authorized a stock repurchase program for 2014 (the "2014 Program"). See Part II , Item 2 , for additional disclosure regarding the 2014 Program.

42 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, 2014 and 2013. 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, 2014 were approximately $30,082,000 and $6,092,000, 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, 2014, consolidated liquid assets totaled $228.1 million or 37.8% of total assets compared to $221.6 million or 37.4% of total assets on December 31, 2013. In addition to liquid assets, the Company maintains two short-term unsecured lines of credit in the amount of $17,000,000 with two of its correspondent banks. At March 31, 2014, the Company had $17,000,000 available under these credit lines. Additionally, the Bank is a member of the FHLB. At March 31, 2014, the Bank could have arranged for up to $75,489,000 in secured borrowings from the FHLB. These borrowings are secured by pledged mortgage loans and investment securities. At March 31, 2014, the Company had advances, borrowings and commitments (including letters of credit) outstanding of $16,800,000, leaving $58,689,000 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, 2014, the Company's borrowing capacity at the Federal Reserve Bank was $21,427,000. 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. The Bank has established a master repurchase agreement with a correspondent bank to enable such transactions. Furthermore, the Bank can pledge additional unencumbered 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.

43

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, 2014 and December 31, 2013, 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 $36,174,000 and $38,044,000 at March 31, 2014 and December 31, 2013, respectively. As a percentage of net loans and leases these off-balance sheet items represent 14.2% and 15.1%, 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.americanriverbank.com by clicking on the Investor Relations/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.


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