8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 28, 2005

BANK OF COMMERCE HOLDINGS

(Exact name of Registrant as specified in its charter)

California	0-25135	94-2823865
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1951 Churn Creek Road
Redding, California	96002
(Address of principal executive offices)	(Zip Code)

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

N/A
(Former Name or Former Address, if changed since last report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c); under the Exchange Act (17 CFR 240.13e-4(c ))

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date. October 28, 2005 8,654,896

Section 8 — Other Events

Item 8.01. Other Events

Section 9 — Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Bank of Commerce earnings press release dated October 28, 2005

SIGNATURES

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

October 28, 2005	/s/ Linda J. Miles
	By: Linda J. Miles
	Executive Vice President & Chief Financial Officer

2

EX-99.1

Exhibit 99.1

For immediate release:

Bank of Commerce Holdings™, Parent Company of Redding Bank of Commerce™, Roseville Bank of Commerce™, Sutter Bank of Commerce™ and Bank of Commerce Mortgage™ Announces Third Quarter Operating Results up 25%

REDDING, California, October 28, 2005/ PR Newswire— Bank of Commerce Holdings (NASDAQ: BOCH), a $487.7 million financial services holding company, parent company of Redding Bank of Commerce, Roseville Bank of Commerce, Sutter Bank of Commerce and Bank of Commerce Mortgage today announced operating results for the third quarter 2005. The Company also celebrates its twenty-third anniversary.

Bank of Commerce Holdings’ net income for the third quarter 2005 was $1,560,000 compared to $1,267,000 the third quarter 2004. Diluted earnings per share for the quarter was $0.17 per compared to $0.15 per diluted share for the third quarter 2004. The Company reports earnings of $4,407,000 for the nine-month period ended September 30, 2005 up 25% from the $3,540,000 reported for the same nine-month period in 2004. Diluted earnings per share for the nine-month period 2005 was $0.50 compared with $0.42 for the same period in 2004, a 19.1% increase.

The increase in earnings is primarily attributed to the volume of loan activity over the prior year enhanced in a rising rate environment and coupled with growth in stable core deposits.

The net effect of the increase in volume of earning assets and increase in yield on earning assets, resulted in an increase of $2,561,000 in net interest income for the nine-month period ended September 30, 2005 over the same period in 2004. Net interest margin increased 17 basis points to 4.58% from 4.41% for the same nine-month period a year ago. Yields on earning assets increased to 6.19% compared with 5.47% a year ago. Funding costs have increased to 2.08% from 1.36% a year ago.

The loan portfolio has had solid growth increasing 7.3% or $23.2 million since December 31, 2004. Loan growth is funded from liquidity sources including increases in core deposit relationships and short-term Federal Home Loan Bank borrowings. Available-for-sale investment securities have increased 19.0% to $98.1 million compared with $82.4 million since December 31, 2004.

Bank of Commerce Holdings’ annualized return on average equity was 13.82% for the quarter ended September 30, 2005, compared to 13.15% for the quarter ended September 30, 2004. Return on average assets was 1.31% compared to 1.21% for the quarter ended September 30, 2004.

Provision for loan losses were $442,000 for the nine months ended September 30, 2005 compared with $420,000 for the same nine-month period of 2004. Redding Bank of Commerce’s allowance for loan losses was 1.23% of total loans at September 30, 2005 and 1.20% at September 30, 2004. Year-to-date net charge-offs were approximately $57,000 compared to the prior year of $363,000.

The Company’s consolidated liquidity position remains adequate to meet expected short and long term future contingencies. At September 30, 2005, the Company had overnight investments of $8.5 million and available lines of credit of approximately $82.0 million. The available-for-sale security portfolio totaled $98.1 million at September 30, 2005.

Total shareholder equity increased from December 31, 2004 by $3.2 million to $38.4 million at September 30, 2005. The increase was a result of earnings of $4.4 million; $766,000 from exercises of stock options, dividend payouts of $1.5 million and a decrease in accumulated other comprehensive income of approximately $468,000.

Bank of Commerce Holdings, with administrative offices in Redding, California is a financial service holding company that owns Redding Bank of Commerce, Roseville Bank of Commerce, Sutter Bank of Commerce and Bank of Commerce Mortgage. The Company is a federally insured California banking corporation and opened on October 22, 1982.

This quarterly press release includes forward-looking information, which is subject to the “safe harbor” created by the Securities Act of 1933, and Securities Act of 1934. The forward-looking statements (which involve the Company’s plans, beliefs and goals, refer to estimates or use similar terms) involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors:

• Competitive pressure in the banking industry and changes in the regulatory environment.

• Changes in the interest rate environment and volatility of rate sensitive deposits.

• The health of the economy declines nationally or regionally which could reduce the demand for loans or reduce the value of real estate collateral securing most of the Company’s loans.

• Credit quality deteriorates which could cause an increase in the provision for loan losses.

• Losses in the Company’s merchant credit card processing business.

• Asset/Liability matching risks and liquidity risks.

• Changes in the securities markets.

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, 2004 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.

Bank of Commerce Holdings
Quarterly Financial Condition Data
(Amounts in Thousands, except per share amounts)
(Unaudited)
For the Quarter Ended

	Sept. 30,			June 30,			March 31,			Dec 31,			Sept. 30,
	2005			2005			2005			2004			2004
Cash and due from banks	$	14,759		$	19,300		$	14,167		$	13,121		$	13,816
Federal funds sold and securities purchased under agreements to resell		8,550			11,895			19,760			6,120			12,155
Total Cash & Equivalents		23,309			31,195			33,927			19,241			25,971
Securities available-for-sale		98,107			72,709			77,276			82,443			78,475
Securities held to maturity, at cost		5,813			5,889			423			449			490
Loans, net of allowance for loan losses		342,004			340,230			320,453			318,801			306,531
Bank premises and equipment, net		5,547			5,581			5,436			5,484			5,589
Other assets		12,918			12,611			13,207			12,127			11,496
TOTAL ASSETS	$	487,698		$	468,215		$	450,722		$	438,545		$	428,552
Liabilities:
Demand — noninterest bearing	$	80,516		$	77,960		$	75,393		$	82,263		$	79,409
Demand — interest bearing		116,137			115,772			111,723			108,645			108,348
Savings		26,078			26,898			24,367			23,471			25,112
Certificates of deposit		150,260			148,507			144,051			138,500			139,104
Total deposits		372,991			369,137			355,534			352,879			351,973
Securities sold under agreements to repurchase		20,461			21,537			13,517			2,004			1,489
Federal Home Loan Bank borrowings		35,000			30,000			35,000			35,000			30,000
Other liabilities		5,809			5,119			5,705			8,379			4,266
Junior subordinated debt payable to subsidiary grantor trust		15,000			5,000			5,000			5,000			5,000
Total liabilities		449,261			430,793			414,756			403,262			392,728
Stockholders’ equity:
Common stock		10,998			10,894			10,756			10,537			10,714
Retained earnings		28,240			27,097			26,067			25,079			25,416
Accumulated other comprehensive income (loss), net		(801	)		(569	)		(857	)		(333	)		(306	)
Total stockholders’ equity		38,437			37,422			35,966			35,283			35,824
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	487,698		$	468,215		$	450,722		$	438,545		$	428,552
Interest Income:
Net interest income	$	5,125		$	4,861		$	4,856		$	4,606		$	4,269
Provision for loan losses		88			177			177			173			131
Net interest income after provision for loan losses		5,037			4,684			4,679			4,433			4,138
Noninterest Income:
Service charges		98			102			103			118			133
Merchant credit card service income, net		81			78			99			104			81
Net gain on sale of securities available-for-sale		0			0			(2	)		0			0
Mortgage brokerage fee income		85			71			86			74			64
Other income		251			297			256			338			295
Total noninterest income		515			548			542			634			573
Noninterest Expense:
Salaries and related benefits		1,750			1,645			1,693			1,678			1,500
Net Occupancy and equipment expense		437			349			387			407			395
Professional service fees		199			173			205			184			177
Other expenses		709			720			635			567			569
Total noninterest expense		3,095			2,887			2,920			2,836			2,641
Income before income taxes		2,457			2,345			2,301			2,231			2,070
Provision for income taxes		897			874			925			793			803
Net Income	$	1,560		$	1,471		$	1,376		$	1,438		$	1,267

For the Quarter Ended

Key Financial Information

	Sept. 30,			June 30,			March 31,			Dec 31,			Sept. 30,
(Unaudited)	2005			2005			2005			2004			2004
Net earnings per share — basic	$	0.18		$	0.17		$	0.16		$	0.17		$	0.15
Net earnings per share — diluted	$	0.17		$	0.16		$	0.16		$	0.17		$	0.14
Dividends per share	$	0.06		$	0.06		$	0.06		$	0.23		$	0.00
Net Interest Margin		4.56	%		4.66	%		4.66	%		4.56	%		4.41	%
Average Total Equity	$	45,151		$	41,101		$	39,628		$	38,261		$	37,089
Return on Average Equity		13.82	%		14.32	%		15.89	%		15.03	%		13.15	%
Average Assets	$	477,709		$	457,036		$	445,037		$	432,171			401,980
Return on Average Assets		1.31	%		1.29	%		1.24	%		1.33	%		1.21	%
Efficiency Ratio		55.75	%		55.18	%		55.93	%		55.97	%		56.06	%
Total Assets	$	487,698		$	468,215		$	450,722		$	438,545		$	428,552
Loans, net of allowances	$	342,004		$	340,230		$	320,453		$	318,801		$	306,531
Deposits	$	372,991		$	369,137		$	355,534		$	352,879		$	351,973
Stockholders’ Equity	$	38,437		$	37,422		$	35,966		$	35,283		$	35,824
Total shares outstanding		8,655			8,618			8,572			8,503			8,503
Book Value per share	$	4.45		$	4.34		$	4.20		$	4.15		$	4.22
Loan to deposit ratio		91.69	%		92.17	%		91.27	%		90.35	%		87.09	%
Non-performing assets to total assets		0.31	%		0.73	%		0.46	%		0.54	%		0.79	%
Non-performing loans to total loans		0.44	%		1.00	%		0.63	%		0.74	%		1.10	%
Allowance for loans losses to total loans		1.23	%		1.20	%		1.25	%		1.20	%		1.20	%
Leverage capital		10.05	%		9.25	%		9.29	%		9.27	%		9.79	%
Tier 1 risk based capital		12.36	%		11.15	%		10.95	%		11.34	%		11.91	%
Total risk based capital		13.43	%		12.23	%		12.06	%		12.42	%		13.02	%