Filed pursuant to Rule 433   

Registration No. 333-162616    

Dated November 30, 2009    

Stock Offering Investor Presentation David T. Taber, President & Chief Executive Officer Mitchell A. Derenzo, EVP & Chief Financial Officer

Forward-Looking Statements

Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the of Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.

2

 

 

 

Offering Summary

 

 

 

 

 

Issuer

American River Bankshares

 

 

[NASDAQ-GS: AMRB]

 

Type of Security

Common Stock

 

Transaction Size

$22 million

 

Over-Allotment Option

$3.3 million

 

 

 

 

Share Price

$6.16 (as of 11/24/2009)

 

Pre-Offering Market Capitalization

$35.7 million

 

Pre-Offering Shares Outstanding

5,797,533

 

Use of Proceeds

Organic growth, opportunistic

 

 

acquisitions & general corporate purposes

 

Lead Manager

Howe Barnes Hoefer & Arnett

 

Co-Manager

Wunderlich Securities

 

 

 

 

* Unless otherwise stated, all data as of September 30, 2009

 

 

 

3

 

Experience Matters.Leadership Counts

American River Bankshares Executive Management Team

 

 

 

Name

Position

Industry Experience

David Taber

President

25 years

 

Chief Executive Officer

 

Mitchell Derenzo

Executive Vice President

22 years

 

Chief Financial Officer

 

Doug Tow

Executive Vice President

31 years

 

Chief Credit Officer

 

Kevin Bender

Executive Vice President

24 years

 

Chief Operating Officer

 

Our Management Team has been Together for 15 Years

4

Company Profile

Headquarters

Rancho Cordova, CA

a Suburb of Sacramento

Founded

1983

Total Assets

$566 million

Shareholders’ Equity

$64 million

Average Volume

5,238 shares per day

Insider Ownership

11%

Institutional Ownership

11%

* As of September 30, 2009

5

Offering Rationale Strengthen AMRB’s ability to take advantage of current and future dislocation in our markets: Organic growth opportunities created from market distraction Selective FDIC assisted acquisition opportunities Capital offering will support balance sheet growth – not used to redeem TARP CPP: Strengthens capital ratios further AMRB was approved for TARP CPP, but declined to participate Economic, industry and regulatory landscape continue to evolve: Positions AMRB to be successful in today’s uncertain market conditions Allows us to remain flexible in pursuing our objective to be the dominant business bank within the markets we serve: Consistent commitment to clients, employees and the community drives shareholder value

6

Organic Growth Opportunities

 

 

 

 

 

 

Summary Market Share

 

 

 

 

 

(By County)

 

 

 

 

 

 

AMRB

Total

 

 

 

 

# of Deposits in

Deposits in

Market

Market

 

County

branches Market ($MM)

Market ($MM)

Share (%)

Rank

 

Amador

3 $81.4

$629.3

12.94%

4

 

Placer

1

60.1

6,802.4

0.88%

18

Sacramento 5

248.7

34,169.0

0.73%

13

 

Sonoma

3

61.0

10,194.2

0.60%

14

 

 

 

 

 

 

Deposit Market Share: Combined Counties

 

 

 

 

 

(Amador, Placer, Sacramento, Sonoma)

 

 

 

 

 

Market

# of

Deposits in

Market

 

 

Rank

Institution (State)

branches

Market ($MM)

Share (%)

 

1

Citigroup Inc. (NY)

17

$15,672

30.26%

 

2

Wells Fargo & Co. (CA)

92

9,218

17.80%

 

3

Bank of America Corp. (NC)

61

6,893

13.31%

 

4

U.S. Bancorp (MN)

50

4,023

7.77%

 

5

JPMorgan Chase & Co. (NY)

44

2,548

4.92%

 

6

BNP Paribas Group

22

1,523

2.94%

 

7

Exchange Bank (CA)

18

1,322

2.55%

 

8

Luther Burbank Corp. (CA)

1

1,203

2.32%

 

9

Sterling Financial Corp. (WA)

9

782

1.51%

 

10

RCB Corporation (CA)

11

708

1.37%

 

11

Mitsubishi UFJ Finl Grp Inc

8

675

1.30%

 

12

Westamerica Bancorp. (CA)

14

600

1.16%

 

13

Umpqua Holdings Corp. (OR)

10

570

1.10%

 

14

First Community Holdings (CA)

5

468

0.90%

 

15

El Dorado SB FSB (CA)

12

465

0.90%

 

16

American River Bankshares (CA)

12

451

0.87%

 

17

Comerica Inc. (TX)

1

407

0.79%

 

18

Greater Sacramento Bancorp (CA)

3

300

0.58%

 

19

Zions Bancorp. (UT)

3

294

0.57%

 

20

Sonoma Valley Bancorp (CA)

3

266

0.51%

 

 

Grand Total

502

$51,795

 

 

* Market share data as of June 30, 2009

 

 

 

 

 

Total deposits of $464.9 as of September 30, 2009 Our strong deposit base is the main driver of growth and the key to profitability Our market presence gives us the brand recognition to capitalize on new clients dislocated from troubled institutions, bank failures and consolidation New capital gives us the leverage to expand organically in our markets and increase our low cost funding strategy

7

Strategic Growth Opportunities

In Market Stressed Institutions

Texas Ratio > 100% Texas Ratio b/w 50-100%

Texas ratio defined as NPAs + 90 days past due / tangible equity plus loan loss reserves; Circle radius represents 150 miles

 

 

 

Possible failures as of Sept. 30, 2009 within

 

 

150 miles of Rancho Cordova, California

 

 

 

Texas Ratio

# of Institutions

Near term

100% +

5

Longer term

50% to 100%

4

 

 

 

 

dollars in millions

 

 

 

 

Total assets

$1,870

 

 

 

 

Total deposits

…

1,559

 

 

 

Total core deposits

1,170

 

 

 

 

Total loans

…

1,354

 

 

 

Total branches

…

44

Source: SNL Financial & FDIC; YTD as of September 30, 2009

8

Support Balance Sheet Growth

 

 

 

 

 

At September 30, 2009

 

 

 

(unaudited)

 

 

 

As Adjusted

 

 

 

Actual

(1)

 

 

 

 

 

 

dollars in thousands, except per share data

 

 

 

 

 

 

Shares outstanding

5,797,533

9,368,962

 

Total shareholders’ equity

$63,886

$84,536

 

Intangible assets

17,029

17,029

 

Tang. shareholders’ equity

$46,857

$67,507

 

Per Share Data:

 

 

 

Book value per share

$11.02

$9.02

 

Tang. book value per share

$8.08

$7.21

 

Capital Ratios: (2)

 

 

 

Tang. equity / tang. Assets

 

8.53%

11.85%

Leverage ratio

 

8.49%

11.86%

Tier 1 capital ratio

11.06%

15.99%

 

Total capital ratio

 

12.31%

17.24%

Pro Forma Capital Ratios 20.0% 18.0% 17.2% 16.0% 14.0% 11.9% 12.0% 10.0% 8.0% 12.9% 12.3% 6.0% 8.9% 8.5% 4.0% 2.0% 0.0% Peers AMRB Peers AMRB TE / TA Total Cap. California Peers (Median Values) AMRB as of 9/30/2009 AMRB as adjusted (1) (1) Assumes that $22.0 million of our common stock is sold in this offering at $6.16 per share, our closing price on November 24, 2009, and that the net proceeds thereof are approximately $20.7 million after deducting underwriting discounts and commissions and our estimated expenses. If the underwriters’ over-allotment option is exercised in full, net proceeds will increase to $23.8 million. (2) Represents American River Bankshares regulatory capital ratios. These capital ratios do not differ significantly from those of the Bank. Source: SNL Financial & Company reports California Peers consist of: BMRC, BOCH, CVLL, CZNB, EXSR, FMCB, FNRN, GSCB, MCHB, NCLC, NOVB, OVLY, PLBC, PSBC, RCBC, SBNK, SSBI, TAMB, TCBK and VCBC

9

Strategic Direction Organic Growth in Markets We Currently Serve: Low-cost core deposits Focus on credit quality Business Banking Niches that Differentiate Us: Small business – sales between $1 – $30 million Community based businesses Faith-Based organizations High Net Worth individuals (business owners) Relationship Banking: Focus not only on the business itself, but its owners, their families and their employees Provide 360 degree banking needs for each relationship Consistently Deliver on Our Strategic Goals – Profitable Since Inception(1) Source: SNL Financial & Company reports; YTD as of September 30, 2009 (1) Annual basis from 1984-2008 and year-to-date as of September 30, 2009

10

Financial Metrics

 

 

 

 

 

 

 

 

 

At or For the Nine Months Ended September 30, (unaudited)

 

At or For the Year Ended December 31,

 

 

 

 

 

2009

2008

2008

2007

2006

2005

2004

 

(dollars in thousands, except per share data)

Operations Data:

 

 

 

 

 

 

 

Net interest income

$18,285

$19,479

$25,925

$26,402

$27,066

$26,462

$19,418

Provision for loan and lease losses

6,030

908

1,743

450

320

322

895

Noninterest income

1,756

1,670

2,168

2,599

2,443

2,329

2,395

Noninterest expenses

12,108

10,965

14,201

14,833

14,388

13,493

11,713

Net income

1,406

5,745

7,571

8,478

9,062

9,184

5,827

Share Data:

 

 

 

 

 

 

 

Earnings per share - diluted

0.24

0.98

1.30

1.39

1.39

1.38

1.02

Cash dividends per share

0.29

0.43

0.57

0.55

0.53

0.46

0.36

Book value per share

11.02

10.63

10.95

10.22

10.00

9.67

9.13

Tangible book value per share

8.08

7.65

7.98

7.23

7.14

6.89

6.29

Balance Sheet Data:

 

 

 

 

 

 

 

Assets

566,137

576,668

563,157

573,685

604,003

612,763

586,666

Loans and leases, net

387,316

420,911

412,356

394,975

382,993

365,571

352,467

Deposits

464,917

435,905

437,061

455,645

493,875

500,706

475,387

Shareholders’ equity

63,886

61,594

63,447

59,973

62,371

62,746

58,990

Financial Ratios:

 

 

 

 

 

 

 

Return on average equity

2.96%

12.63%

12.39%

14.01%

14.48%

15.14%

14.88%

Return on average tangible equity

4.05%

17.70%

17.32%

19.78%

20.33%

21.64%

15.48%

Return on average assets

0.33%

1.33%

1.32%

1.47%

1.50%

1.54%

1.33%

Efficiency ratio

58.72%

50.20%

48.92%

49.49%

47.11%

45.16%

53.12%

Net interest margin

4.96%

5.02%

5.03%

5.10%

5.03%

4.98%

4.90%

Net loans and leases to deposits

83.31%

96.56%

94.35%

86.68%

77.55%

73.01%

74.14%

Net charge-offs to average loans and leases

1.43%

0.20%

0.42%

0.11%

0.03%

0.04%

0.08%

Non-performing loans to total loans

4.56%

1.97%

1.49%

1.86%

0.02%

0.02%

0.07%

Allowance for loan losses to total loans

1.92%

1.45%

1.41%

1.47%

1.51%

1.53%

1.54%

Average equity to average assets

11.18%

10.53%

10.62%

10.52%

10.38%

10.16%

8.92%

Capital Ratios:

 

 

 

 

 

 

 

Leverage capital ratio

8.49%

7.91%

8.32%

7.72%

7.81%

7.64%

8.35%

Total risk-based capital ratio

11.06%

9.75%

10.25%

9.45%

10.34%

10.57%

9.65%

Tier 1 risk-based capital ratio

12.31%

11.00%

11.50%

10.70%

11.59%

11.82%

10.90%

 

 

 

Source: SNL Financial & Company reports

11

Financial Metrics Net Interest Margin (%) Efficiency Ratio (%) 63.71% 6.00% 5.03% 70.00% 4.98% 5.10% 5.03% 4.96% 4.91% 58.72% 5.00% 56.00% 47.11% 49.49% 48.92% 45.16% 4.00% 42.00% 3.00% 28.00% 2.00% 14.00% 1.00% 0.00% 0.00% 2005 2006 2007 2008 YTD Sep’09 Sep’09 Return on Average Tang. Equity (%) Return on Average Assets (%) Sep’09 Sep’09 25.00% 1.80% 1.54% 21.64% 1.47% 20.33% 1.50% 19.78% 20.00% 1.50% 1.32% 17.32% 1.20% 15.00% 0.90% 10.00% 7.17% 0.59% 0.60% 4.05% 0.33% 5.00% 0.30% 0.00% 0.00% -5.00% -0.30% 2005 2006 2007 2008 YTD MRQ 2005 2006 2007 2008 YTD MRQ Sep’09 Sep’09 Sep’09 Sep’09 American River Bankshares California Peers Source: SNL Financial & Company reports California Peers consist of: BMRC, BOCH, CVLL, CZNB, EXSR, FMCB, FNRN, GSCB, MCHB, NCLC, NOVB, OVLY, PLBC, PSBC, RCBC, SBNK, SSBI, TAMB,

12

Excellent Core Deposit Mix Total Deposits Overall Cost of Deposits (3Q’09): $465 $500 $462 $459 $450 $436 $437 $437 0.87% $450 $400 $350 $300 Average Account Balances: $250 $200 Non-interest checking: $17,000 $3 44 $3 36 $3 25 $150 $31 5 $30 4 $2 95 $3 15 Interest checking: $17,000 $100 $50 Money market: $111,000 $0 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 Core Deposits Total Deposits Core deposits consist of noninterest Total Deposit Mix as of 3Q’09 bearing, interest checking, money market and savings. Noninterest- Time Bearing 31% 25% Personal 25% Interest Checking 10% Business Savings 75% 7% Money Market 27% Source: SNL Financial & Company reports

13

Diversified Loan Composition Total Loan Portfolio CRE Portfolio Mixed use, $1 0 .2 M Other, $1 2.3 M Church, $2 5.3 M Other Industrial, Owner 16% Office, Owner $31 .2M Investor $28 .4M occupied Occupied CRE 3 0% CRE Retail, Retail, $1 6.6M $19 .3M CRE Commercial Office, 2 0% $31 .8M Industrial, Other, $16 .2M $2 1 .3 M Mixed use, $9 .1M Investor CRE 26% Cons. & Land Dev. Portfolio Construction Spec (1-4 & Land Dev. SFR), $1.2M 8% Comm SFR A&D, Property, $7.6M $6.1M Total Loans: $395.5 million Average Yield: 6.25% (1-4 SFR), SFR Land, $6.8M $6.8M Land, $4.4M Source: SNL Financial & Company reports

14

Asset Quality – Proactive Credit Mgmt. Veteran credit management team with an aggressive workout and collection philosophy Keys to “Best Practices” portfolio management: Accurate & timely risk ratings, loan watch meetings, regular stress testing and regular third party loan reviews Recourse and cash flow lending with primary, secondary and tertiary sources of payments Focused on loan types and markets within core competency (industry niches, geography and loan size). Historically proven to be a successful strategy Recently completed regularly scheduled FDIC exam in July 2009

15

Asset Quality Non-Performing Asset Composition Non-Performing Loans: $18.0 M Other Real Estate Owned: $3.5 M OREO 16.2% Net Charge Offs (YTD): $4.4 M Commercial Other 32.4% 4.9% Loan Loss Reserves: $7.6 M Construction 18.7% Owner CRE NPLs / Gross Loans: 4.56% Investor CRE 11.8% 16.0% NPAs / Total Assets: 3.80% NCOs / Avg. Loans: 1.43% 90% of OREO was independently valued in LLR / Loans: 1.92% 3Q’09 LLR / NPAs: 35.21% OREO properties re-evaluated every six months LLR / NPLs: 42.01% Source: SNL Financial & Company reports

16

Why American River Strong Core Deposit Base: Low cost funding helps drive profitability Pre & Post Transaction Balance Sheet Strength: Transaction further strengthens our capital ratios well above the median peer levels Organic Growth Opportunities: The four combined counties in which we operate had a total of $51.8 billion deposits as of June 30, 2009 Proven Track Record of Efficiency and Bottom Line Focus: AMRB has posted positive earnings per share since our inception in 1984(1) and efficiency ratios well below our peers Attractive Entry Point: Opportunity to invest in a high quality franchise, with a proven track record and attractive growth opportunities Source: SNL Financial & Company reports; YTD as of September 30, 2009 (1) Annual basis from 1984-2008 and year-to-date as of September 30, 2009

17

David T. Taber Mitchell A. Derenzo President & CEO EVP & CFO (916) 231-6714 (916) 231-6723 dtaber@amrb.com mderenzo@amrb.com