UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

                         (Mark One)

For the quarterly period ended September 30, 2004

OR

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

For the transition period from                     to                    

Commission file number 0-25135

Bank of Commerce Holdings

Registrant’s telephone number, including area code: (530) 224-3333

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]

Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Exchange Act)
Yes [  ] No [X]

Outstanding shares of Common Stock, no par value, as of October 31, 2004: 8,502,539

1

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

Index to Form 10-Q

2

PART I. FINANCIAL INFORMATION

See accompanying notes to condensed consolidated financial statements.

3

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

4

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

5

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES

1. Consolidation and Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Bank of Commerce Holdings (the “Holding Company”) and its subsidiaries Redding Bank of Commerce (“RBC” or the “Bank”) and Bank of Commerce Mortgage. On May 18, 2004, by majority shareholder vote, the Holding Company (Redding Bancorp) amended the Articles of Incorporation to change the Company’s name to Bank of Commerce Holdings. The new name proves to be more reflective of the multiple financial holdings of the Company as well as more geographically open to expansion opportunities.

All significant inter-company balances and transactions have been eliminated. All such adjustments are of a normal recurring nature. The financial information contained in this report reflects all adjustments that in the opinion of management are necessary for a fair presentation of the results of the interim periods. Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current financial statement presentation.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expenses for the period. Actual results could differ from those estimates.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2003 Annual Report to Shareholders. The results of operations and cash flows for the 2004 interim periods shown in this report are not necessarily indicative of the results for any future interim period or the entire fiscal year.

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and repurchase agreements. Generally, federal funds are sold for a one-day period and securities purchased under agreements to resell are for no more than a 90-day period.

2. Stock Split

On July 21, 2004, the Board of Directors declared a three-for-one stock split on the Company’s common stock. All references to per share information and the number of shares authorized, issued and outstanding for 2004 and 2003 have been adjusted to reflect the stock split on a retroactive basis.

3. Recent Accounting pronouncements

“The meaning of “Other-Than-Temporary” Impairment and Its Application to Certain Investments”

In March 2004, the FASB ratified the consensuses reached by the Emerging Issues Task Force (“EITF”) regarding Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. Issue 03-1 provides guidance in the recognition and measurement of other-than-temporary impairment for certain securities, including:

•		All debt securities and equity securities that are subject to the scope of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”; and
•		Equity securities that are not subject to the scope of SFAS No. 115 and that are accounted for under the cost method of accounting, or cost method investments.

Issue 03-1 also provides guidance on disclosure requirements for other-than-temporary impairment for cost method investments. The guidance in these areas are effective for fiscal years ending after June 15, 2004. The implementation of these areas of Issue 03-1 is not anticipated to have a material impact on our financial statements. The Company has previously adopted the disclosure provisions of Issue 03-1 for debt and equity investments that are accounted for under SFAS No.115. Those requirements were effective for fiscal years ending after December 15, 2003.

6

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements

“The Meaning of Other-Than-Temporary Impairment and Its application to Certain Investments (continued)”

On September 30, 2004, the FASB issued a proposed Board-directed Staff Position, FSP EITF Issue 03-1-a, Implementation Guidance for the Application of Paragraph 16 of EITF issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The proposed FSP would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for other-than-temporary impairment under paragraph 16 of Issue 03-1. The Board has asked the FASB staff to delay the effective date for the measurement and recognition guidance contained in paragraphs 10-20 of Issue 03-1. This delay does not suspense the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The delay of the effective date for paragraphs 10-20 of Issue 03-1 will be superseded concurrent with the final issuance of FSB EITF Issue 03-1-a.

“Application of Accounting Principles to Loan Commitments” (SAB105) On March 9, 2004, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 105 “Application of Accounting Principles to Loan Commitments” (SAB 105), which specifies that servicing assets embedded in commitments for loans to be held for sale should be recognized only when the servicing asset has been contractually separated from the association loans by sale or securitization. SAB 105 is effective for commitments entered into after March 31, 2004. SAB 105 has had no effect on the Company’s results of operations or financial condition.

4. Earnings per Share

Basic earnings per share exclude dilution and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The following table displays the computation of earnings per share for the three and nine months ended September 30, 2004 and 2003.

(Amounts in thousands, except per share data)

5. Stock Option Plans

The Company accounts for its stock option plan under the intrinsic value method in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense is recorded only if the current market price of the underlying stock exceeds the exercise price on the date of the grant.

7

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements

As required by the Statement of Financial Accounting Standards, (“SFAS”) No. 123, Accounting for Stock-Based Compensation as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, the Company provides pro forma net income and pro forma earnings per share disclosures for employee stock option grants. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

The fair value of options granted during 2004 and 2003 is estimated using a binomial option-pricing model with the following assumptions: volatility of 30.87% and 22.75%, risk-free interest rate of 3.43% and 3.27% expected dividends of $0.23 per share per year, annual dividend rate of 3.15% and 1.98%, assumed forfeiture rate of zero and an expected life of seven years.

6. Comprehensive Income

The Company’s total comprehensive income was as follows:

8

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements

7. Junior Subordinated Debentures (Trust Preferred Securities)

During 2003, Bank of Commerce Holdings (formerly Redding Bancorp) formed a wholly-owned Delaware statutory business trust, Bank of Commerce Holdings Trust, which issued $5.0 million of guaranteed preferred beneficial interests in Bank of Commerce Holdings junior subordinated debentures (the “Trust Notes”). These debentures qualify as Tier 1 capital under Federal Reserve Board guidelines. The proceeds from the issuance of the Trust Notes were transferred from the subsidiary grantor trust to the Holding Company and from the Holding Company to the Bank as additional capital. The Trust Notes accrue and pay distributions on a quarterly basis at 3 month London Interbank Offered Rate (“LIBOR”) plus 3.30%. The rate at September 30, 2004 was 4.90%. The rate increase is capped at 2.75% annually and the lifetime cap is 12.5%. The final maturity on the Trust Notes is March 18, 2033, and the debt allows for prepayment after five years on the quarterly payment date.

8. Commitments and contingent liabilities

Lease Commitments — The Company leases certain facilities at which it conducts its operations. Future minimum lease commitments under all non-cancelable operating leases as of September 30, 2004 are below:

Legal Proceedings — The Company is involved in various pending and threatened legal actions arising in the ordinary course of business. The Company maintains reserves for losses from legal actions, which are both probable and estimable. In the opinion of management, the disposition of claims, currently pending will not have a material adverse affect on the Company’s financial position or results of operations.

Off-Balance Sheet Financial Instruments — In the ordinary course of business, the Company enters various types of transactions, which involve financial instruments with off-balance sheet risk. These instruments include commitments to extend credit and standby letter of credits, which are not reflected in the accompanying consolidated balance sheets. These transactions may involve, to varying degrees, credit and interest rate risk more than the amount, if any recognized in the consolidated balance sheets.

9. Federal Home Loan Bank Advances

FHLB Advances — Included in other borrowings are advances from the Federal Home Loan Bank of San Francisco (“FHLB”) totaling $30,000,000 as of September 30, 2004 and $20,000,000 as of September 30, 2003. The FHLB advances bear fixed rates of interest ranging from 1.25% to 1.92%. Interest is payable on a monthly basis. FHLB advances due as follows: $10,000,000 maturing October 24, 2004 at 1.25%, $10,000,000 maturing January 24, 2005 at 1.92%, and $10,000,000 maturing on February 4, 2005 at 1.39%. These borrowings are secured by an investment in FHLB stock and certain real estate mortgage loans which have been specifically pledged to the FHLB pursuant to their collateral requirements. Based upon the level of FHLB advances, the Company was required to hold a minimum investment in FHLB stock of $1,663,000 and to pledge $36,248,343 of its real estate mortgage loans to the FHLB as collateral as of September 30, 2004.

9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statements and risk factors

This discussion and information in the accompanying financial statements contains certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated. These risks and uncertainties include the Company’s ability to maintain or expand its market share and net interest margins, or to implement its marketing and growth strategies. Further, actual results may be affected by the Company’s ability to compete on price and other factors with other financial institutions; customer acceptance of new products and services; and general trends in the banking and the regulatory environment, as they relate to the Company’s cost of funds and return on assets. The reader is advised that this list of risks is not exhaustive and should not be construed as any prediction by the Company as to which risks would cause actual results to differ materially from those indicated by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 under the heading “Risk factors that may affect results”. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following sections discuss significant changes and trends in financial condition, capital resources and liquidity of the Company from December 31, 2003 to September 30, 2004. Also discussed are significant trends and changes in the Company’s results of operations for the three and nine-months ended September 30, 2004, compared to the same period in 2003. The consolidated financial statements and related notes appearing elsewhere in this report are condensed and unaudited. The following discussion and analysis is intended to provide greater detail of the Company’s financial condition and results.

Corporate Overview

Bank of Commerce Holdings (the “Holding Company”) is a financial holding company (“FHC”) registered under the Bank Holding Company Act of 1956, as amended, and was incorporated in California on January 21, 1982, for the purpose of organizing, as a wholly owned subsidiary, Redding Bank of Commerce (the “Bank”). The Holding Company elected to change to a FHC in 2000. As a financial holding company, the Holding Company is subject to the Financial Holding Company Act and to supervision by the Board of Governors of the Federal Reserve System (“FRB”). The Holding Company’s principal business is to serve as a holding company for Redding Bank of Commerce, Bank of Commerce Mortgage, a California corporation (formerly Redding Service Corporation), and for other banking or banking-related subsidiaries which the Holding Company may establish or acquire (collectively the “Company”). The Holding Company also has an unconsolidated subsidiary, Bank of Commerce Holdings Trust. During 2003, Bank of Commerce Holdings formed a wholly-owned Delaware statutory business trust, Bank of Commerce Holdings Trust, which issued $5.0 million of guaranteed preferred beneficial interests in Bank of Commerce Holdings junior subordinated debentures (the “Trust Notes”). These debentures qualify as Tier 1 capital under Federal Reserve Board guidelines.

10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Bank was incorporated as a California banking corporation on November 25, 1981, and received its certificate of authority to begin banking operations on October 22, 1982. The Bank operates four full service branch facilities. The Bank established its first full service branch at 1177 Placer Street, Redding, California, and opened for business on October 22, 1982. On November 1, 1988, the Bank received a certificate of authority to establish and maintain a loan production office in Citrus Heights, California. On September 1, 1998, the Bank relocated the loan production office to 2400 Professional Drive in Roseville, California.

On March 1, 1994, the Bank received a certificate of authority to open a second full-service branch at 1951 Churn Creek Road in Redding, California. On June 30, 2000, the Bank received a certificate of authority to convert the loan production office in Roseville to a full service banking facility under the name Roseville Bank of Commerce, a division of Redding Banking of Commerce.

On June 15, 2001, the Bank acquired the deposit liabilities of First Plus Bank at Citrus Heights, California and has renamed the facility Roseville Bank of Commerce at Sunrise, a division of Redding Bank of Commerce. On February 22, 2002, the Roseville Bank of Commerce at Eureka Road, a division of Redding Bank of Commerce, relocated to its permanent location at 1504 Eureka Road, Suite 100, Roseville, California.

On February 16, 2004, Redding Service Corporation, an affiliate of Redding Bank of Commerce and a wholly-owned subsidiary of the Holding Company, changed its name to Bank of Commerce Mortgage (the “Mortgage Company”), an affiliate of Redding Bank of Commerce. The principal business of the subsidiary is mortgage brokerage services. Before the formation of the subsidiary, mortgage banking services were performed as a department of the Bank. On July 1, 2004, Bank of Commerce Mortgage relocated to its permanent location at 1024 Mistletoe Lane in Redding, California.

On May 18, 2004, by majority shareholder vote, the Holding Company (Redding Bancorp) amended the Articles of Incorporation to change the Company’s name to Bank of Commerce Holdings. The new name proves to be more reflective of the multiple financial holdings of the Company as well as more geographically open to expansion opportunities.

On May 24, 2004 the Company was approved to list on the NASDAQ National Market under the trading symbol BOCH (Bank of Commerce Holdings). The listing became live on June 15, 2004.

On July 21, 2004, the Board of Directors declared a three-for-one stock split on the Company’s common stock. The decision to declare the stock split was intended to make it easier for our current and future investors to enjoy ownership in our Company.

On September 21, 2004 the Board of Directors passed a resolution for a $0.23 per share cash dividend to be paid during the fourth quarter to stockholders of record as of October 1, 2004 payable on October 22, 2004, contingent on financial results.

The Holding Company’s principal source of income is dividends from its subsidiaries. The Holding Company conducts its corporate business operations at the administrative office of the Bank located at 1951 Churn Creek Road, Redding, California 96002. The Company conducts its business operations in two geographic market areas, Redding and Roseville, California. The Company considers Upstate California to be the major market area of the Bank. The three Internet addresses of the Company are reddingbankofcommerce.com, rosevillebankofcommerce.com, and bankofcommercemortgage.com.

The Bank is principally supervised and regulated by the California Department of Financial Institutions (“DFI”) and the Federal Deposit Insurance Corporation (“FDIC”), and conducts a general commercial banking business in the counties of El Dorado, Placer, Shasta, and Sacramento, California.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Through the Bank and mortgage subsidiaries, the Company provides a wide range of financial services and products. The services offered by the Bank include those traditionally offered by commercial banks of similar size and character in California. Products such as checking, interest-bearing checking (“NOW”) and savings accounts, money market deposit accounts, commercial, construction, and term loans, travelers checks, safe deposit boxes, collection services and electronic banking activities. The primary focus of the Bank is to provide services to the business and professional community of its major market area, including Small Business Administration loans, payroll and accounting packages, benefit administration and billing services. The Bank currently does not offer trust services or international banking services. The services offered by the Mortgage Company include single and multi-family residential financing, refinancing and equity lines of credit.

Most of the Bank’s customers are small to medium sized businesses, professionals and other individuals with medium to high net worth, and most of the Bank’s deposits are obtained from such customers. The Bank emphasizes servicing the needs of local businesses and professionals and individuals requiring specialized services. The primary business strategy of the Bank is to focus on its lending activities. The Bank’s principal lines of lending are (i) commercial, (ii) real estate construction and (iii) commercial and residential real estate. The majority of the loans of the Bank are direct loans made to individuals and small businesses in the major market area of the Bank and are secured by real estate. See “-Risk Factors That May Affect Results-Dependence on Real Estate” in the Company’s 2003 Annual Report on Form 10-K. A relatively small portion of the loan portfolio of the Bank consists of loans to individuals for personal, family or household purposes. The Bank accepts real estate, listed and unlisted securities, savings and time deposits, automobiles, machinery and equipment and other general business assets such as accounts receivable and inventory as collateral for loans. The Company’s goal is to be a premier provider of financial services to the business and professional community of its major market area including Small Business Administration (“SBA”) loans, commercial building financing, credit card services, payroll accounting packages, lock box and billing programs. The Company measures premier performance by monitoring key operating ratios to high performing peer information on a national level, and model strategies to meet or exceed such goals.

Executive Overview

Our Company was established to make a profitable return while serving the financial needs of the business and professional communities of our markets. We are in the financial services business, and no line of financial services is beyond our charter as long as it serves the needs of businesses, professionals and consumers in our communities. The mission of our Company is to provide its stockholders with a safe, profitable return on their investment, over the long term. Management will attempt to minimize risk to our stockholders by making prudent business decisions, will maintain adequate levels of capital and reserves, and will maintain effective communications with stockholders.

Our Company’s most valuable asset is its customers. We will consider their needs first when we design our products. High-quality customer service is an important mission of our Company, and how well we accomplish this mission will have a direct influence on our profitability.

Our vision is to embrace changes in the industry and develop profitable business strategies that allow us to maintain our customer relationships and build new ones. Our competitors are no longer just banks. We must compete with financial powerhouses that want our core business. The flexibility provided by the Financial Holding Company Act will become increasingly important. We have developed strategic plans that evaluate additional financial services and products that can be delivered to our customers efficiently and profitably. Producing quality returns is, as always, a top priority.

The Company’s long term success rests on the shoulders of the leadership team to effectively work to enhance the performance of the Company. As a financial services company, we are in the business of taking risk. Whether we are successful depends largely upon whether we take the right risks and get paid appropriately for the risks we take. Our governance structure enables us to manage all major aspects of the Company’s business effectively through an integrated process that includes financial, strategic, risk and leadership planning.

12

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

We define risks to include not only credit, market and liquidity risk — the traditional concerns for financial institutions — but also operational risks, including risks related to systems, processes or external events, as well as legal, regulatory and reputation risks. Our management processes, structures and policies help to ensure compliance with laws and regulations and provide clear lines for decision-making and accountability. Results are important, but equally important is how we achieve those results. Our core values and commitment to high ethical standards is material to sustaining public trust and confidence in our Company. For additional information concerning risks and uncertainties related to the Company and its operations please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 under the heading of “Risk Management”.

Sources of Income

The Company derives its income from two principal sources: (i) net interest income, which is the difference between the interest income it receives on interest-earning assets and the interest expense it pays on interest-bearing liabilities, and (ii) fee income, which includes fees earned on deposit services, income from SBA lending, electronic-based cash management services, mortgage brokerage fee income and merchant credit card processing services. The income of the Bank depends to a great extent on net interest income. These interest rate factors are highly sensitive to many factors, which are beyond the Company’s control, including general economic conditions, inflation, recession, and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Because of the Bank’s predisposition to variable rate pricing and non-interest bearing demand deposit accounts, the Bank is considered asset sensitive. As a result, the Company is adversely affected by declining interest rates.

Financial Highlights - Results of Operations

Net income for the third quarter of 2004 totaled $1,267,000 an increase of 1.04% from the $1,254,000 reported for the same quarterly period of 2003. On the same basis, diluted earnings per common share for the third quarter of 2004 were $0.15, compared to $0.15 for the same period of 2003. Return on average assets (ROA) and return on average equity (ROE) for the third quarter of 2004 were 1.21% and 13.15%, respectively, compared with 1.29% and 14.51%, respectively, for the third quarter of 2003.

Net income for the nine-month period ended September 30, 2004 totaled $3,540,000, an increase of 15.5% over net income reported for the same nine-month period ended September 30, 2003. On the same basis, diluted earnings per common share for the nine-months ended September 30, 2004 was $0.42, compared to $0.37 for the same nine-month period in 2003, a 13.5% increase. ROA was 1.17% and ROE was 12.73% for the first nine-months of 2004 compared with 1.08% and 12.80%, respectively, for the same nine-month period of 2003.

Net Interest Income and Net Interest Margin

Net interest income is the primary source of the Company’s income. Net interest income represents the excess of interest and fees earned on interest-earning assets (loans, securities and Federal Funds sold) over the interest paid on deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets. Net interest income for the quarter ended September 30, 2004 was $4.27 million compared with $3.73 million for the same period in 2003 an increase of 14.4%. Net interest income for the nine-months ended September 30, 2004 was $12.28 million compared with $10.77 million for the same nine-month period in 2003, an increase of 13.99%.

Average earning assets for the nine-months ended September 30, 2004 increased $24.8 million or 7.2% compared with the same period in the prior year. Loans, the largest component of earning assets, increased $6.2 million or 2.2% on average compared with the prior year period. Average securities increased $27.8 million or 69.8% over the prior period. Overall, the yield on earning assets decreased to 5.47% for the nine-month period compared to 5.52% for the same period in the prior year. The decrease is primarily due to new loan production priced at lower rates, available funds being invested into the security portfolio while loan growth remained relatively level for the period.

13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Average interest-bearing liabilities for the nine-months ended September 30, 2004 increased $8.7 million or 3.1% compared with the prior year period. Of this increase, $7.6 million was in core deposit growth (interest-bearing demand and savings accounts), generally the least expensive deposit categories, while certificates of deposit decreased by $9.9 million. Demand deposits increased by $8.9 million or 14.6% over the prior nine-month period. Federal Home Loan Bank borrowings increased $10.0 million compared with the prior year period. The Company’s strategy is to replace higher costing funding sources with increases in core deposits and Federal Home Loan Bank borrowings to supplement loan growth and to leverage into securities to improve the spread in the margin. Borrowings are kept short and repaid as core deposit growth increases.

The overall cost of interest-bearing liabilities for the first nine-months 2004 was 1.36% compared with 1.69% for the first nine-months of 2003, a 17.36% decrease. The decrease was combined as a result of decreases in the volume of time deposits and rates paid on time deposits. Time deposits were replaced with growth in core demand and interest-bearing deposits.

The net effect of the changes discussed above resulted in an increase of $1,507,000 or 13.99% in net interest income for the nine-month period ended September 30, 2004 from the same period in 2003. Net interest margin increased 26 basis points to 4.41% from 4.15% for the same period a year ago.

Liquidity

The objective of liquidity management is to ensure that the Company can efficiently meet the borrowing needs of our customers, withdrawals of our depositors and other cash commitments under both normal operating conditions and under unforeseen and unpredictable circumstances of industry or market stress.

The Asset Liability Management Committee (“ALCO”) establishes and monitors liquidity guidelines that require sufficient asset-based liquidity to cover potential funding requirements and to avoid over-dependence on volatile, less reliable funding markets. In addition to the immediately liquid resources of cash and due from banks and federal funds sold, asset liquidity is supported by debt securities in the available for sale security portfolio and wholesale lines of credit with the Federal Home Loan Bank and borrowing lines with other financial institutions. Customer core deposits have historically provided the Company with a source of relatively stable and low-cost funds. During 2004, the Company formed an Internal ALCO Roundtable that meets on an every two-week basis to monitor economic conditions and establish strategies to maintain and increase the net interest margin while monitoring appropriate liquidity levels.

The Company’s consolidated liquidity position remains adequate to meet short-term and long-term future contingencies. At September 30, 2004, the Company had overnight investments of $12.2 million and available lines of credit of at the Federal Home Loan bank of approximately $72.4 million, and two federal funds borrowing lines with correspondent banks of $15.0 million.

Capital Management

The Company uses capital to fund organic growth, pay dividends and repurchase its shares. The objective of effective capital management is to produce above market long-term returns by using capital when returns are perceived to be high and issuing capital when costs are perceived to be low. The Company’s potential sources of capital include retained earnings, common and preferred stock issuance and issuance of subordinated debt and trust preferred securities.

Total shareholder equity increased from December 31, 2003 by $5.3 million to $35.8 million at September 30, 2004. The increase was a result of earnings of $3.5 million, $1.8 million from exercises of stock options, including tax benefits, and a decrease in accumulated other comprehensive income of approximately $41,000.

14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Short term borrowings

The Bank actively uses Federal Home Loan Bank (“FHLB”) advances as a source of wholesale funding to support growth strategies as well as to provide liquidity. At September 30, 2004, all of the bank’s FHLB advances were fixed rate, fixed term borrowings without call or put option features.

At September 30, 2004, the Bank had $30 million in FHLB short-term advances outstanding at an average rate of 1.30% compared to $20 million at an average rate of 1.63% at September 30, 2003.

Provision for loan losses

The Company’s most significant management accounting estimate is the appropriate level for the allowance for loan and lease losses. The Company follows a methodology for calculating the appropriate level for the allowance for loan and lease losses as discussed under “Asset Quality” and “Allowance for Loan and Lease Losses (ALLL)” in this document.

Provision for loan losses of $420,000 were provided for the nine-months ended September 30, 2004 compared with $415,000 for the same period of 2003. Redding Bank of Commerce’s allowance for loan losses was 1.20% of total loans at September 30, 2004 and 1.41% at September 30, 2003, while its ratio of non-performing assets to total assets was 0.70% at September 30, 2004, compared to 0.89% at September 30, 2003. Year-to-date net charge-offs of $363,384 were primarily related to a partial write down on one credit that was fully reserved, compared to net recoveries of $1,000 in the same period last year.

Factors that may affect future results

As a financial services company, our earnings are significantly affected by general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, and the strength of the United States economy and local economies in which we operate. For example, an economic downturn, increase in unemployment, or other events that negatively impact household and/or corporate incomes could decrease the demand for the Company’s loan and non-loan products and services and increase the number of customers who fail to pay interest or principal on their loans.

Geopolitical conditions can also affect our earnings. Acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and our military conflicts including the aftermath of the war with Iraq, could impact business conditions in the United States.

15

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States. Its policies determine in large part our cost of funds for lending and investing and the return we earn on those loans and investments, both of which impact our net interest margin, and can materially affect the value of financial instruments we hold. Its policies can also affect our borrowers, potentially increasing the risk of failure to repay their loans. Changes in Federal Reserve Board policies are beyond our control and hard to predict or anticipate.

We operate in a highly competitive industry that could become even more competitive because of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can now merge creating a financial holding company that can offer virtually any type of financial service, including banking, securities underwriting, insurance (agency and underwriting) and merchant banking. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and some have lower cost structures.

The holding company, subsidiary bank and nonbank subsidiary are heavily regulated at the federal and state levels. This regulation is to protect depositors, federal deposit insurance funds and the banking system as a whole, not investors. Congress and state legislatures and federal and state regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies including changes in interpretation and implementation could affect us in substantial and unpredictable ways including limiting the types of financial services and products we may offer. Our failure to comply with the laws, regulations or policies could result in sanctions by regulatory agencies and damage our reputation. For more information, refer to the “Supervision and Regulation” section in the Company’s 2003 Form 10-K.

Our success depends, in part, on our ability to adapt our products and services to evolving industry standards. There is increasing pressure on financial services companies to provide products and services at lower prices. This can reduce our net interest margin and revenues from fee-based products and services. In addition, the widespread adoption of new technologies, including internet-based services, could require us to make substantial expenditures to modify or adapt our existing products and services. Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people can be intense.

The holding company is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenues from dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on the holding company’s common stock and interest and principal on its debt. Various federal and state laws and regulations limit the amount of dividends that our bank may pay to the holding company. For more information, refer to “Dividends and Other Distributions” in the Company’s 2003 Form 10-K.

Advances and changes in technology can significantly affect the business and operations of the Company. The Company faces many challenges included the increased demand for providing computer access to bank accounts and the systems to perform banking transactions electronically. The Company’s ability to compete depends on its ability to continue to adapt its technology on a timely and cost-effective basis to meet these requirements. The Company’s business and operations are susceptible to negative impacts from computer system failures, communication and energy disruption and unethical individuals with the technological ability to cause disruptions or failures of the Company’s data processing systems. During 2004, the Company’s provider of core processing software (Aurum Technology- ABS System) was acquired by Fidelity National Financial, Inc. (“FNF”). FNF is a Fortune 500 provider of products and solutions to financial institutions, with over $7.7 billion in revenues and $1.3 billion in cash flows. FNF offers a competitive solution to core processing. The Company has assurances from FNF that software support and releases would continue to be compliant with Federal regulations.

Specific Risks to operations in California

Our operations are located entirely in the State of California, which in recent years has experienced economic disruptions that are unique to the state. We can offer no assurances that the critical impact of the California economic crisis will not have a material adverse affect on our customer’s or on our business and results of operations.

16

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Critical Accounting Policies

The Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies”. The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods.

Our accounting policies are integral to understanding the results reported. Accounting policies are described in detail in Note 2 of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in the Company’s 2003 Annual report on Form 10-K. Not all of significant accounting policies presented in Note 2 to the Consolidated Financial Statements contained in the Company’s 2003 Annual Report on Form 10-K require management to make difficult, subjective or complex judgements or estimates.

Preparation of financial statements

The preparation of these financial statements requires management to make estimates and judgements that affect the reported amount of assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates the estimates used. Estimates are based upon historical experience, current economic conditions and other factors that management considers reasonable under the circumstances.

Use of estimates

These estimates result in judgements regarding the carrying values of assets and liabilities when these values are not readily available from other sources, as well as assessing and identifying the accounting treatments of contingencies and commitments. Actual results may differ from these estimates under different assumptions or conditions.

Generally Accepted Accounting Principles in the United States of America

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s significant accounting policies are presented in Note 2 to the Consolidated Financial Statements contained in the Company’s 2003 Annual Report on Form 10-K.

The Company follows accounting policies typical to the community commercial banking industry and in compliance with various regulations and guidelines as established by the Financial Accounting Standards Board (“FASB”) and the Bank’s primary federal regulator, the FDIC. The following is a brief description of our current accounting policies involving significant management judgments. Accounting principles generally accepted in the United States of America (GAAP), itself may change over time, having impact over the reporting of the Company’s financial activity. Although the economic substance of the Company’s transactions would not change, alterations in GAAP could affect the timing or manner of accounting or reporting.

Allowance for Loan and Lease Losses (“ALLL”)

The Allowance for loan losses is management’s best estimate of the probable losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting. (1) SFAS No.5 which requires that losses be accrued when they are probable of occurring and estimable and (2) SFAS No. 114, which requires that losses be accrued based on the differences between that value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. The Company performs periodic and systematic detailed evaluations of its lending portfolio to identify and estimate the inherent risks and assess the overall collectibility. These evaluations include general conditions such as the portfolio composition, size and maturities of various segmented portions of the portfolio such as secured, unsecured, construction, and Small Business Administration (“SBA”).

17

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Additional factors include concentrations of borrowers, industries, geographical sectors, loan product, loan classes and collateral types; volume and trends of loan delinquencies and non-accrual; criticized and classified assets and trends in the aggregate in significant credits identified as watch list items. There are several components to the determination of the adequacy of the ALLL. Each of these components is determined based upon estimates that can and do change when the actual events occur. The Company estimates the SFAS No. 5 portion of the ALLL based on the segmentation of its portfolio. For those segments that require an ALLL, the Company estimates loan losses on a monthly basis based upon its ongoing loan review process and analysis of loan performance.

The Company follows a systematic and consistently applied approach to select the most appropriate loss measurement methods and support its conclusions and rationale with written documentation. One method of estimating loan losses for groups of loans is through the application of loss rates to the groups’ aggregate loan balances. Such rates typically reflect historical loss experience for each group of loans, adjusted for relevant economic factors over a defined period of time. The Company evaluates and modifies its loss estimation model as needed to ensure that the resulting loss estimate is consistent with GAAP.

For individually impaired loans, SFAS No. 114 provides guidance on the acceptable methods to measure impairment. Specifically, SFAS No. 114 states that when a loan is impaired, the Company should measure impairment based on the present value of expected future principal and interest cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When developing the estimate of future cash flows for a loan, the Company considers all available information reflecting past events and current conditions, including the effect of existing environmental factors.

Revenue recognition

The Company’s primary sources of revenue are interest income. Interest income is recorded on an accrual basis. Note 2 to the Consolidated Financial Statements contained in the Company’s 2003 Annual Report on Form 10-K offers an explanation of the process for determining when the accrual of interest income is discontinued on an impaired loan.

Stock-based Compensation

The Company applies Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations in accounting for stock options. Under APB No. 25, compensation cost for stock options is measured as the excess, if any, of the fair market value of the Company’s stock at the date of grant over the amount the employee or director must pay to acquire the stock. Because the Company’s stock option plans provides for the issuance of options at a price of no less than the fair market value at the date of grant, no compensation cost is required to be recognized for the stock option plans.

Had compensation costs for the stock option plans been determined based upon the fair value at the date of grant consistent with SFAS No. 123, Accounting for Stock Based Compensation, the Company’s net income and earnings per share would have been reduced. The reduction in the Company’s net income had compensation costs been determined in accordance with FAS No. 123 would have been $112,000 and $57,000 for the nine-months ended September 30, 2004 and 2003, respectively. There would have been $0.02 per share decrease in diluted earnings per share in 2004 and $0.01 per share decrease in 2003.

The amount of the reduction for the fiscal years 2001 through 2003 is disclosed in Note 13 to the Consolidated Financial Statements contained in the 2003 Annual Report on Form 10-K, based upon the assumptions listed therein.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Income Taxes

The Company accounts for income taxes under the asset liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates applied to such taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If future income should prove non-existent or less than the amount of deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 12 of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in the Company’s 2003 Annual Report on Form 10-K.

     The following table presents the Company’s daily average balance sheet information together with interest income and yields earned on average interest-bearing assets and interest expense and rates paid on average interest-bearing liabilities. Average balances are average daily balances.

Table 1. Average Balances, Interest Income/Expense and Yields/Rates Paid

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The following tables set forth changes in interest income and expense for each major category of earning assets and interest-bearing liabilities, and the amount of change attributable to volume and rate changes for the periods indicated. Changes attributable to rate/volume have been allocated to volume changes.

Table 2. Analysis of Changes in Net Interest Income

Net interest income was $12.28 million for the first nine-months of 2004 compared with $10.77 million for the same period in 2003 (Tables 1 and 2). The increase in net interest income is nearly balanced between an increase volume of earning assets totaling $889,000 and a reduction in cost of funding totaling $618,000 adding $1,507,000 to net interest margin for the period.

Average earning assets for the first nine-months of 2004 were $371.1 million compared with $346.3 million for the same period in 2003, an increase of $24.8 million or 7.2%. Portfolio loans is the single largest component of earning assets and average portfolio loans increased $6.2 million or 2.2% over the same period in 2003. Average securities increased $27.8 million or 69.8% over the prior period.

While the average volume of earning assets increased, the average yield decreased to 5.47% in 2004 from 5.52% in 2003. The decrease is primarily due to new loan production priced at lower rates, available funds being invested into the security portfolio while loan growth remained relatively level for the period.

Offsetting the decline in yield on earning assets was the decrease in the cost of interest bearing liabilities to 1.36% in 2004 compared to 1.69% in 2003. The decrease was due to increases in the volume of core deposits (interest-bearing checking and savings) while certificates of deposits decreased by $9.9 million. Demand deposits increased by $8.9 million or 14.6% reflective of the Company strategy to increase focus on core deposit development.

As a result of these changes, the interest spread (the difference between the yield on earning assets and the cost of interest bearing liabilities) increased 0.26% to 4.41% for the nine-months ended September 30, 2004 compared with 4.15% for the same period in the prior year.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Noninterest Income

The Company’s non-interest income consists of service charges on deposit accounts, other fee income, processing fees for credit card payments and gains or losses on security sales. The following table sets forth a summary of noninterest income for the periods indicated.

Noninterest income decreased $13,000 or 2.3% for the quarter ended September 30, 2004 over September 30, 2003. The decrease relates to reduced volume of mortgage brokerage activities and related fee income. Service charges on deposit accounts increased by 41.5% over the prior quarterly period due to growth in core deposits and the introduction of an overdraft privilege product. Current quarter gains on sales of securities available-for-sale were $0 compared to the same quarter in 2003 with gains of $12,000.

Noninterest income decreased $127,000 or 7.5% for the nine-months ended September 30, 2004 over September 30, 2003. The decrease for the nine-month period is also related to the reduced volume of mortgage brokerage activities and related fee income. At September 30, 2004 gains on sales of securities available-for-sale were $0 compared with $88,000 at September 30, 2003. Net gains on sales of loans were $38,000 for September 30, 2004 compared with $99,000 at September 30, 2003. Service charges on deposit accounts increased by $108,000 or 43.2% over the same nine-month period a year ago, reflective of the growth in core deposit relationships and the introduction of an overdraft privilege product. Mortgage activities lag the prior year due to a significant drop in refinancing activity. Mortgage brokerage fee income decreased 50.0% over the nine-month period ended September 30, 2003.

Noninterest Expense

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Noninterest expense for the quarter ended September 30, 2003 was $2.6 million, an increase of $182,000 or 7.4% over the same period a year ago. Salaries and employee benefits increased $91,000 or 6.5% over the same period a year ago.

Professional service expense increased $16,000 or 9.9% for the quarter ended September 30, 2004 over the quarter ended September 30, 2003. Professional service expense consists of assessments, audit expenses, legal expenses and other outside services. Filing expenses attributed to the NASDAQ National listing totaled $100,000 representing all of the increase in professional service expense.

Non-interest expense for the nine-months ended September 30, 2004 was $7.7 million, an increase of $483,000 or 6.7% over the same nine-month period a year ago. Salaries and employee benefits increased $198,000 or 4.9% over the same nine-month period a year ago. Data processing expenses increased $44,000 or 31.2% over the same nine-month period a year ago. Professional service expense includes the NASDAQ National filing fees totaling $100,000 paid during the second quarter.

Income Taxes

The Company’s effective tax rate varies with changes in the relative amounts of its non-taxable income and non-deductible expenses. The increase in the Company’s tax provision is attributable to decreases in non-taxable income related to a reduction in the municipal security portfolio and reclassification of enterprise zone qualified credits.

The following table reflects the Company’s tax provision and the related effective tax rate for the periods indicated.

(Dollars in thousands)

The Company’s provision for income taxes includes both federal and state income taxes and reflects the application of federal and state statutory rates to the Company’s net income before taxes. The principal difference between statutory tax rates and the Company’s effective tax rate is the benefit derived from investing in tax-exempt securities and enterprise zone qualifying loans. Increases and decreases in the provision for taxes reflect changes in the Company’s net income before tax.

Income tax expense through the third quarter 2004 was $2,138,000 as compared to $1,721,000 through the third quarter period in 2003. The increase in tax expense is attributed to increased income for the period.

22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Asset Quality

The Company concentrates its lending activities primarily within in El Dorado, Placer, Sacramento and Shasta Counties, California, and the location of the Bank’s four full service branches, specifically identified as Upstate California.

The Company manages its credit risk through diversification of its loan portfolio and the application of underwriting policies and procedures and credit monitoring practices. Although the Company has a diversified loan portfolio, a significant portion of its borrowers’ ability to repay the loans is dependent upon the professional services and commercial real estate development industry sectors. Generally, the loans are secured by real estate or other assets and are expected to be repaid from the cash flows of the borrower or proceeds from the sale of collateral.

The following table sets forth the amounts of loans outstanding by category as of the dates indicated:

The Company’s practice is to place an asset on nonaccrual status when one of the following events occur: (i) any installment of principal or interest is 90 days or more past due (unless in management’s opinion the loan is well secured and in the process of collection). (ii) Management determines the ultimate collection of principal or interest to be unlikely or (iii) the terms of the loan have been renegotiated due to a serious weakening of the borrower’s financial condition. Nonperforming loans are loans that are on nonaccrual, are 90 days past due and still accruing or have been restructured.

Net portfolio loans have increased $28.3 million or 10.2% at September 30, 2004 over $278.2 million at December 31, 2003. The portfolio mix reflects a slight decrease in commercial and financial loans, offset by increases in commercial real estate and construction portfolios. The balance of the portfolio remains relatively consistent with the mix at December 31, 2003, with commercial and financial loans of approximately 34%, real estate construction of 22% and commercial real estate at 42%. Impaired loans are loans for which it is probable that the Bank will not be able to collect all amounts due and payable. The Bank had outstanding balances of $2,989,837 and $4,028,004 in impaired loans that had impairment allowances of $770,000 and $837,000 as of September 30, 2004 and December 31, 2003, respectively.

The Bank’s allowance for loan and lease losses was 1.20% of total loans at September 30, 2004 and 1.41% at September 30, 2003, while its ratio of non-performing assets to total assets was 0.70% at September 30, 2004, compared to 0.89% at September 30, 2003. Year-to-date net charge-offs of $363,384 were primarily related to a partial write down on one credit that was fully reserved, compared to net recoveries of $1,000 in the same period last year.

23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The following table sets forth a summary of the Company’s nonperforming assets as of the dates indicated:

(Dollars in thousands)

Allowance for Loan and Lease Losses (ALLL)

The allowance for loan and lease losses is management’s estimate of the amount of probable loan losses in the loan portfolio. The Company determines the allowance for loan losses based on an ongoing evaluation. The evaluation is inherently subjective because it requires material estimates, including the amounts and timing of cash flows expected to be received on impaired loans. Those estimates may be susceptible to significant change. The Company makes provisions to the ALLL on a regular basis through charges to operations that are reflected in the Company’s statements of income as a provision for loan losses. When a loan is deemed uncollectible, it is charged against the allowance. Any recoveries of previously charged-off loans are credited back to the allowance. There is no precise method of predicting specific losses or amounts that ultimately may be charged-off on particular categories of the loan portfolio.

The Company’s allowance for loan and lease losses is the accumulation of various components that are calculated based upon independent methodologies. All components of the allowance for loan losses represent an estimation performed pursuant to SFAS No. 5, Accounting for Contingencies or SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Management’s estimate of each SFAS No. 5 Accounting for Contingencies component is based on certain observable data that management believes is the most reflective of the underlying loan losses being estimated. Changes in the amount of each component of the allowance for loan losses are directionally consistent with changes in the observable data, taking into account the interaction of the SFAS No. 5 components over time.

An essential element of the methodology for determining the allowance for loan and lease losses is the Company’s loan risk evaluation process, which includes loan risk grading individual commercial, construction, commercial real estate and most consumer loans. Loans are assigned loan risk grades based on the Company’s assessment of conditions that affect the borrower’s ability to meet its contractual obligations under the loan agreement. That process includes reviewing borrower’s current financial information, historical payment experience, loan documentation, public information, and other information specific to each individual borrower. Loans are reviewed on an annual or rotational basis or as management become aware of information affecting the borrower’s ability to fulfill its obligations. Loan risk grades carry a dollar weighted risk percentage.

The ALLL is a general reserve available against the total loan portfolio. It is maintained without any inter-allocation to the categories of the loan portfolio, and the entire allowance is available to cover loan losses. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of the 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. Accordingly, it is not possible to predict the effect future economic trends may have on the level of the provision for loan losses in future periods. In addition to the ALLL, an allowance for unfunded loan commitments and letters of loan is determined using estimates of the probability of funding. This reserve is carried as a liability on the condensed consolidated balance sheet.

The ALLL should not be interpreted as an indication that charge-offs in future periods will occur in the stated amounts or proportions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

     The following table summarizes the activity in the ALLL reserves for the periods indicated.

Securities Portfolio

The securities portfolio is integral to our asset liability management process. The decision to purchase or sell securities is based upon current assessment of economic and financial conditions, including the interest rate environment, liquidity and regulatory requirements, and the relative mix of cash on hand. Total available-for-sale securities increased $14.2 million or 22.2% for the nine-months of 2004. For the nine-months ended September 30, 2004, there were fourteen purchases totaling $36.3 million, no sales to date and maturities totaling $12.4 million. Purchases to the portfolio were primarily in the U.S. Government Agency and Mortgage Back sectors.

As of September 30, 2004, the Company has pledged $1.0 million of securities for treasury, tax and loan accounts, $7.6 million for deposits of public funds and approximately $1.5 million for collateralized repurchase agreements.

The following table summarizes the amortized cost of the Company’s available-for-sale securities held on the dates indicated.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

At September 30, 2004, the Company’s securities available-for-sale shown below have been in a continuous loss position for periods less than 12 months as shown below:

Securities are classified as either held-to-maturity or available-for-sale at the time of purchase. Securities that the Company has the intent and ability to hold to maturity are designated held-to-maturity and are stated at amortized cost. Although the Company has the intent and ability to hold available-for-sale securities, the Company has determined that available-for-sale securities might be sold before maturity to support its asset liability management strategies. Accordingly, available-for-sale securities are stated at fair value based on quoted market prices. Economic factors may affect market pricing over the stated maturity of the security, including changes in interest rates. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are reported in accumulated other comprehensive income (loss), net of income taxes where applicable. The Company recognizes an impairment charge when the decline in the fair value of its investments below the cost basis is judged to be other than temporary. As of September 30, 2004, thirty-one securities were in a loss position due to changes in interest rates. The Company has determined the loss position to be temporary and no impairment charges have occurred. Realized gains and losses are determined on a specific identification basis and are included in results of operations. Security income is accrued when earned and included in interest income. The Company requires a credit rating of A or higher on its initial acquisition of investments and maintains an average rating of AAA on the overall portfolio.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the potential loss due to adverse changes in the market value or yield of a position. This risk is inherent in the financial instruments associated with loans, deposits, securities, short-term borrowings, long-term debt and derivatives. Market-sensitive assets and liabilities are generated through traditional banking business.

Interest rate risk represents the most significant market risk exposure. The goal of the Asset Liability Management (“ALCO”) Roundtable is to manage interest rate sensitivity so that movements in interest rates do not adversely affect net interest income. Interest rate risk is measured as the potential volatility in our net interest income caused by changes in market interest rates. Lending and deposit gathering create interest rate sensitive positions on our balance sheet.

Fluctuation in interest rates will ultimately affect both the level of interest income and interest expense recorded as revenue. The fundamental objective of the ALCO Roundtable is to enhance the economic value of the Company while maintaining adequate liquidity and an exposure to interest rate risk deemed acceptable by the Company’s management.

To estimate the effect of interest rate shock on the Company’s net interest income, management uses a model to prepare an analysis of interest rate risk. An enhanced model was implemented during the third quarter 2004. The Risk Analytics Interest Rate Risk Management model is a cash flow simulation model using detailed securities, loan and deposit and market rate information. The income pro-forma and present value equity calculations are performed in nine different interest rate scenarios. All interest rate scenarios are immediate and parallel with sustained shocks to all market rates in the model.

The new model takes information feeds from the loan portfolio, deposit portfolio, investment portfolio, balance sheet and income statement capturing optionality in on-balance sheet assets and liabilities. Variables in interest rate assumptions and budget information are updated on a quarterly basis.

Such analysis calculates the change in net interest income given a change in the federal funds rate of 100, 200 and 300 basis points up or down. All changes are measured in dollars and percentages and are compared to projected net interest income.

At September 30, 2004, the estimated annualized reduction in net interest income attributable to a 100 and 200 basis point decline in the federal funds rate was $602,000 and $1,205,000, respectively. A similar and opposite result would result attributable to a 100 or 200 basis point increase in the federal funds rate. At December 31, 2003, the estimated annualized reduction in net interest income attributable to a 100 and 200 basis point decline in the federal funds rate was $575,000 and $1,149,000, respectively, with a similar and opposite result attributable to a 100 and 200 basis point increase in the federal funds rate.

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ITEM 4. CONTROLS AND PROCEDURES

As required by SEC rules, within 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, pursuant to Exchange Act Rule 13a-14.

As part of the evaluation of internal controls, the Company has formed a “SOX 404” committee which has established the master plan for full documentation of the Company’s internal controls. The master plan consists of seven control areas: Finance, Commercial Lending, Real Estate Lending, Operations, Human Resources, Third Party Services, and Information Technology. The committee has developed the following compliance framework and nine steps to compliance.

SOX 404 Compliance Framework

The purpose of this framework is to comply with the Sarbanes-Oxley Act, Section 404 (SOX 404). Under SOX 404, Bank of Commerce Holdings’ (“BOCH”) annual reports must include a report on the oversight of the company’s internal controls for financial reporting. The internal control report must include the following:

•

A statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for the company.

•

Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of the end of the company’s most recent fiscal year.

•

A statement identifying the framework used by management to evaluate the effectiveness of the company’s internal control over financial reporting.

•

A statement that the registered public accounting firm that audited the company’s financial statements included in the annual report has issued an attestation report on management’s assessment of the company’s internal control over financial reporting.

Under these new rules, BOCH is required to file the registered public accounting firm’s attestation report as part of its annual report. Management has adopted a nine-step methodology to meet the SOX 404; the methodology builds on and is dependent on the previous step in the process:

Step One: Plan and Scope

In this initial step, management will form a SOX 404 Compliance Team. The SOX 404 Team will have representation from each major segment of the organization including Finance, Operations, Lending, Human Resources, and Information Technology. Each member of the team will contribute their respective skills and experience to identify key risk areas and sub-areas to be included in the scope of the project. The areas and sub-areas will be included in the scope if those areas present risks in the initiation, recording, processing, and reporting of financial information.

Step Two: Perform Risk Assessment

In step two, the SOX 404 Team will perform a risk assessment to better understand how events can impact the Company business objectives and potential for a material misstatement in Bank of Commerce Holdings financial reporting. The risk assessments will be made with the perspectives of likelihood and potential impact. Likelihood will be determined based on the following criteria:

•		Probable – The future event or events are likely to occur.
•		Reasonably Possible – The chance of the future event or events occurring is more than remote but less than likely.
•		Remote – The chance of the future event or events is slight.

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The impact or severity component will be determined based on whether the event or events potentially expose BOCH to a risk of material misstatement.

Step Three: Identify Significant Controls

Step three consists of identifying the controls that mitigate the aforementioned risks; application and general controls. Application controls refer to the specific business processes supported and are designed to prevent and detect unauthorized transactions. Application controls ensure completeness, accuracy, authorization, and validity of transactions. General controls apply to all segments of the organization and support secure and continuous operation.

Step Four: Document Controls

In this stage of compliance, the SOX team will document its controls. The objective of the documentation stage is to provide sufficient information to allow the external auditors to fully and adequately understand the controls and test their effectiveness. The process will be accomplished with the following questions or criteria in mind:

•		What risk(s) does the control address?
•		How does this control potentially impact financial reporting?
•		Can this control be tested?

Step Five: Evaluate Controls

Step five consists of taking a step back and evaluating the organization’s control infrastructure. BOCH operates in the highly regulated banking industry; a periodic and comprehensive assessment of the organization’s control structure is fundamental to the regulatory examination process. Nevertheless, management will objectively and critically assess its control infrastructure for both SOX 404 purposes and with an enterprise wide risk management objective.

Step Six: Evaluate Operational Effectiveness

Evaluation of operational effectiveness in step six consists of initial and ongoing testing. The objective of this step is to ensure the continuing value of the organization’s controls. BOCH control testing is conducted through both internal audits and audits performed by external parties such as Audit One and Knoll’s Audit Services. The scope and frequency of testing is determined based on the aforementioned Risk Assessment (Step 2).

Step Seven: Determine Material Weaknesses

The goal of step six is to identify all weaknesses including potential weaknesses that could possibly be deemed “material weaknesses.” The internal control spectrum runs from inconsequential to material weaknesses. Determining whether a deficiency is significant or material is based on professional judgment. Independent auditors will consider various factors such as the size of operations, complexity and diversity of activities, organizational structure, and the likelihood that the control deficiency should result in a material misstatement of the organization’s financial statements.

An internal control deficiency may consist of a design or operating deficiency. A design deficiency exists when a necessary control is missing or an existing control is not properly designed; the control objective is not met on a consistent basis. An operating deficiency exists when a properly designed control either is not operating as designed or the person performing a control does not possess the necessary authority or qualifications to perform the control effectively. Internal control deficiencies relevant to financial reporting range from inconsequential internal control deficiencies to material weaknesses in internal control:

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A Significant Deficiency is an internal control deficiency in a significant control or an aggregation of such deficiencies that could result in a misstatement of the financial statements that is more than inconsequential.

A Material Weakness is a significant deficiency or an aggregation of significant deficiencies that precludes the entity’s internal control from providing reasonable assurance that material misstatements in the financial statements will be prevented or detected on a timely basis by employees in the normal course of performing their assigned functions.

Step Eight: Document Results

Test results will be documented; the results will form the basis for management assertion and auditor attestation. As indicated in step six, BOCH will conduct testing through both internal and external parties. Documentation will be in the form of audit reports.

Step Nine: Build Sustainability

In this final step, management will ensure that Bank of Commerce Holdings’ control infrastructure is sustainable. Sustainability is a process that requires continuous support and evaluation.

The SOX 404 Committee believes that the narrative documentation, flowcharts and control worksheets will be complete by August 2005 allowing sufficient time for testing prior to the December 31, 2005 deadline.

As part of the disclosure controls and procedures, the Company has formed an SEC Disclosure Committee. This committee reviews the quarterly filing to a disclosure checklist to ensure that all functional areas of the Company have participated in the disclosure review.

Based upon that evaluation, the Company’s President and Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Form 10-Q.

There have been no significant changes in the Company’s internal controls, or in other factors, which would significantly affect internal controls subsequent to the date the Company carried out its evaluation.

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PART II. Other Information

Item 1. Legal proceedings

The Company is involved in various pending and threatened legal actions arising in the ordinary course of business. The Company maintains reserves for losses from legal actions, which are both probable and estimable. In the opinion of management, the disposition of claims, currently pending will not have a material adverse affect on the Company’s financial position or results of operations.

Item 2. Changes in securities, use of proceeds and Issuer’s Purchases of Equity Securities

At our regularly scheduled quarterly Bank of Commerce Holdings board meeting, held on July 20, 2004 – the Directors voted unanimously to declare a three for one stock split to shareholders of record as of August 2, 2004 payable on August 16, 2004.

On September 21, 2004 the Board of Directors declared a $0.23 per share cash dividend payable to stockholders of record as of October 1, 2004 payable on October 22, 2004.

Item 3. Defaults upon Senior Securities

N/A.

Item 4. Submission of Matters to a vote of Security Holders

N/A.

Item 5. Other Information

N/A.

Item 6A. Exhibits

(31)		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002.
(32)		Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002.

Item 6B. Reports on Form 8-K

Form 8-K dated November 2, 2004 announcing third quarter operating results.

Form 8-K dated September 24, 2004 resolution to pay a $0.23 cash dividend during the fourth quarter to Stockholders of record as of October 1, 2004, payable on October 22, 2004 contingent on financial results.