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): April 30, 2009

Bank of Commerce Holdings

California	0-25135	94-2823865
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1901 Churn Creek Road Redding, California	96002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (530) 772-3955

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© 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. April 29, 2009 8,711,495

Item 2.02 — Results of Operations and Financial Condition

Bank of Commerce Holdings announces 1^st Q 2009 Operating Results

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Announcement 4th Quarter Earnings Release

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.

April 30, 2009	/s/ Linda J. Miles
	By: Linda J. Miles
	Executive Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

For immediate release:

Bank of Commerce Holdings™ announces First Quarter 2009 Operating Results

REDDING, California, April 30, 2009/ PR Newswire— Patrick J. Moty, President & CEO of Bank of Commerce Holdings (NASDAQ:BOCH), a $765 million financial services holding company, and parent company of Redding Bank of Commerce™, Roseville Bank of Commerce™, and Bank of Commerce Mortgage™ today announced first quarter 2009 operating results.

“The mark of an exceptional company is consistently good performance relative to that of its competitors and peers, regardless of economic conditions and competitive threats. We believe that Redding Bank of Commerce meets the mark. There has been a considerable slowdown in the economy and no one can say with assurance where it is headed. What we do know is that the best companies capitalize on their strength to grow aggressively in downturns and we are very proud of our financial results”, said Patrick J. Moty, President and CEO.

1^st Quarter 2009 Highlights

• Net Income of $1,270,000 up 3.4% over Q1 2008

• Average earning assets up $134.7 million or 23.0%

• Average loans up $20.3 million or 4.02%

• Core deposits up $22.2 million or 8.7%

• Provision for loan loss of $1.4 million

• Total risk based capital of 12.69%

• Diluted EPS of $0.12

• 2009 1^st quarter common stock cash dividends declared of $522,700

Our balance sheet has changed substantially over the first quarter from a year ago.

Total assets are up $114.1 million or 17.5%, loans have increased by $18.8 million and total deposits have increased by $63.6 million.

The capital ratios of Redding Bank of Commerce continue to be above the well-capitalized guidelines established by bank regulatory agencies. Total risk-based capital to risk-weighted assets was 12.69% at March 31, 2009.

Average loans, the largest component of average earning assets, increased $20.3 million or 4.02% on average compared with same period a year ago. Average securities including federal funds sold increased $114.4 million over the same period a year ago. The yield on earning assets decreased to 5.37% for the three-month period ended March 31, 2009 compared to 6.80% for the same period in the prior year. The decrease is primarily due to multiple interest rate drops during the period.

Average interest-bearing deposits for the three-months ended March 31, 2009 increased $69.7 million or 17.5% compared with the same period in the prior year. Average non-interest bearing deposits have increased by $7.8 million or 11.7% over the prior year three-month period.

The overall cost of interest-bearing liabilities for the first three-months of 2009 was 2.13% compared with 3.58% for the first three-months of 2008. The decreased cost was primarily a result of the drop in interest rates during the period coupled with refinancing of FHLB borrowings at lower interest rates.

The net effect of the changes discussed above resulted in an increase of $980,000 or 18.1% in net interest income for the three-month period ended March 31, 2009 from the same period in 2008. The net interest margin decreased 15 basis points to 3.55% from 3.70% over the same period a year ago.

The Company continues to be aggressive in identifying non-performing assets. Non-performing assets were 2.94% of total assets as of March 31, 2009 compared to 2.98% at December 31, 2008.

On April 20, 2009 the Bank sold non-performing loans of $14.3 million with recoveries of $227,000. Following the loan sale, non performing assets to total assets were 1.08% compared to 2.94% of total assets at 03/31/09.

The allowance for loan and lease losses totaled $7.7 million at March 31, 2009 compared to $5.8 million at March 31, 2008.

The Company’s allowance for loan losses was 1.45% of total loans at March 31, 2009 and 1.14% at March 31, 2008. Provisions for loan losses for the quarter ended March 31, 2009 were $1,425,000 compared to $600,000 for the same quarter in 2008.

During the first quarter 2009, $116.8 million in total loans were processed.

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™, and Bank of Commerce Mortgage™.

The Company is a federally insured California banking corporation and opened on October 22, 1982.

BOCH is a NASDAQ National Market listed stock. Please contact your local investment advisor for purchases and sales. Investment firms making a market in BOCH stock are:

Howe Barnes Hoefer & Arnett Investment Inc. /
John T. Cavender
555 Market Street
San Francisco, CA (800) 346-5544

Hill, Thompson, Magid & Co. Inc /
R.J. Dragani
15 Exchange Place, Suite 800
Jersey City, New Jersey 07030 (201) 369-2908

Keefe, Bruyette & Woods, Inc. /
Dave Bonaccorso
101 California Street, 37^th Floor
San Francisco, CA 94105 (415) 591-5063

Sandler & O’Neil /Bryan Sullivan
919 Third Avenue, 6^th Floor
New York, NY 10022 (888) 383-3112

Raymond James Financial/ Geoff Ball
1805 Hilltop Drive, Suite 106
Redding, CA (800) 926-5040

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. These 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 assets and liabilities.

• 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, 2008 and under the heading:

“Risk factors that may affect results” and subsequent reports on Form 10-Q and current reports on Form 8-K. 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 & SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)

Dollars in thousands	March 31, 2009		Dec. 31,2008			March 31, 2008
ASSETS
Cash and due from banks	$	38,965	$	33,716		$	12,737
Federal funds sold and securities purchased under agreements to resell		56,655		51,475			25,995
Cash and cash equivalents		95,620		85,191			38,732
Securities available-for-sale (including pledged collateral of $66,210 at March 31, 2009, $68,735 at December 31, 2008 and $57,274 at March 31, 2008)		105,538		131,687			62,090
Securities held-to-maturity, at cost (estimated fair value of $10,646 at March 31, 2008)		—		—			10,421
Loans, net of the allowance for loan losses of $7,701 at March 31, 2009, $8,429 at December 31, 2008 and $5,815 at March 31, 2008		525,182		518,946			506,374
Bank premises and equipment, net		10,553		10,672			11,370
Other assets		28,443		27,718			22,248
TOTAL ASSETS	$	765,336	$	774,214		$	651,235
LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand — noninterest bearing	$	66,351	$	79,988		$	71,722
Demand — interest bearing		138,231		143,871			140,624
Savings accounts		72,873		67,136			42,946
Certificates of deposit		270,490		264,287			229,006
Total deposits		547,945		555,282			484,298
Securities sold under agreements to repurchase		10,813		13,853			12,455
Federal Home Loan Bank borrowings		120,000		120,000			85,000
Other liabilities		7,716		7,036			7,633
Junior subordinated debt payable to unconsolidated subsidiary grantor trust		15,465		15,465			15,465
Total Liabilities		701,939		711,636			604,851
Commitments and contingencies
Stockholders’ Equity:
Preferred stock (liquidation preference of $1,000 per share; issued 2008) 2,000,000 authorized; 17,000 shares issued and outstanding in 2009, and December 31, 2008, no shares issued and outstanding at March 31, 2008		16,573		16,551			—
Common stock , no par value, 50,000,000 shares authorized; 8,711,495 shares issued and outstanding at March 31, 2009, 8,711,495 at December 31, 2008 and 8,707,745 at March 31, 2008		9,679		9,650			9,550
Common Stock Warrant		449		449			—
Retained earnings		36,541		36,009			37,135
Accumulated other comprehensive income (loss), net of tax		155		(81	)		(301	)
Total stockholders’ equity		63,397		62,578			46,384
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	765,336	$	774,214		$	651,235

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)

Dollars in thousands, except for per share data	March 31, 2009			December 31, 2008			March 31, 2008
Interest income:
Interest and fees on loans	$	8,049		$	8,028		$	9,131
Interest on tax-exempt securities		296			313			274
Interest on U.S. government securities		1,192			873			481
Interest on federal funds sold and securities purchased under agreements to resell		25			39			58
Interest on other securities		117			81			22
Total interest income		9,679			9,334			9,966
Interest expense:
Interest on demand deposits		307			411			750
Interest on savings deposits		281			383			290
Interest on certificates of deposit		1,881			1,975			2,376
Securities sold under repurchase agreements		14			22			84
Interest on FHLB and other borrowings		581			638			731
Interest on junior subordinated debt payable to unconsolidated subsidiary grantor trust		215			263			315
Total interest expense		3,279			3,692			4,546
Net interest income		6,400			5,642			5,420
Provision for loan and lease losses		1,425			3,620			600
Net interest income after provision for loan and lease losses		4,975			2,022			4,820
Noninterest income:
Service charges on deposit accounts		92			108			62
Payroll and benefit processing fees		134			118			129
Earnings on cash surrender value - Bank owned life insurance		86			86			83
Net gain on sale of securities available-for-sale		404			33			242
Net loss on sale of derivative swap transaction		—			—			(225	)
Merchant credit card service income, net		74			85			83
Mortgage brokerage fee income		—			4			10
Other income		75			156			181
Total noninterest income		865			590			565
Noninterest expense:
Salaries and related benefits		2,127			2,001			1,949
Occupancy and equipment expense		572			1,339			644
FDIC insurance premium		273			99			58
Data processing fees		111			52			78
Professional service fees		159			270			118
Payroll processing fees		34			30			33
Deferred compensation expense		119			120			111
Stationery and supplies		53			70			62
Postage		81			30			34
Directors’ expense		37			71			48
Other expenses		394			425			430
Total noninterest expense		3,960			4,507			3,565
Income (Loss) before provision for income taxes		1,880			(1,895	)		1,820
Provision (Benefit) for income taxes		610			(1,237	)		591
Net income (loss)	$	1,270		$	(658	)	$	1,229
Less preferred dividend and accretion on preferred stock		($237	)		($0	)		($0	)
Income available to common shareholders	$	1,033			($658	)	$	1,229
Basic earnings (loss) per share	$	0.12			($0.07	)	$	0.14
Weighted average shares — basic		8,711			8,755			8,719
Diluted earnings (loss) per share	$	0.12			($0.07	)	$	0.14
Weighted average shares — diluted		8,711			8,802			8,748
Cash dividends per share	$	0.06		$	0.08		$	0.08

Average Balances, Interest Income/Expense and Yields/Rates Paid
(Unaudited, Dollars in thousands)

	Three Months Ended								Three Months Ended
	March 31, 2009								March 31, 2008
	Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
Earning Assets
Portfolio Loans1	$	524,367		$	8,049		6.14	%	$	504,091		$	9,131		7.25	%
Tax-exempt Securities2		29,304			296		4.04	%		27,901			274		3.93	%
US Government Securities		11,316			127		4.49	%		15,272			142		3.72	%
Mortgage backed Securities		80,263			1,065		5.31	%		29,055			339		4.67	%
Federal Funds Sold		38,222			25		0.26	%		8,014			58		2.89	%
Other Securities		37,557			117		1.25	%		2,000			22		4.40	%
Average Earning Assets	$	721,029		$	9,679		5.37	%	$	586,333		$	9,966		6.80	%
Cash & Due From Banks	$	17,614							$	12,708
Bank Premises		10,623								11,303
Allowance for Loan Losses		(8,402	)							( 8,441	)
Other Assets		27,814								20,116
Average Total Assets	$	768,678							$	622,019
Interest Bearing Liabilities
Demand Interest Bearing	$	137,608		$	307		0.89	%	$	141,709		$	750		2.12	%
Savings Deposits		65,803			281		1.71	%		41,195			290		2.82	%
Certificates of Deposit		265,296			1,881		2.84	%		216,051			2,376		4.40	%
Repurchase Agreements		11,940			14		0.47	%		13,052			84		2.57	%
FHLB Borrowings		120,000			581		1.94	%		80,569			731		3.63	%
Trust Preferred Borrowings		15,000			215		5.73	%		15,000			315		8.40	%
		615,647		$	3,279		2.13	%		507,576		$	4,546		3.58	%
Noninterest bearing demand		74,637								66,825
Other Liabilities		5,219								995
Stockholders’ Equity		73,175								46,623
Average Liabilities and Stockholders’ Equity	$	768,678							$	622,019
Net Interest Income and Net Interest Margin				$	6,400		3.55	%				$	5,420		3.70	%

1	Average non-performing loans of $19.8 million are included
2	The yield on tax-exempt securities has not been adjusted to a tax-equivalent yield basis.

BANK OF COMMERCE HOLDINGS & SUBSIDIARIES
Quarterly Financial Condition Data
(Unaudited)
For the Quarter Ended

	March 31,			December 31,			September 30,			June 30,			March 31,
Dollars in thousands, except for per share data	2009			2008			2008			2008			2008
Interest income:
Interest and fees on loans	$	8,049		$	8,028		$	8,252		$	8,171		$	9,131
Interest on tax-exempt securities		296			313			308			302			274
Interest on U.S. government securities		1,192			873			582			533			481
Interest on federal funds sold and securities purchased under agreements to resell		25			39			116			90			58
Interest on other securities		117			81			13			23			22
Total interest income		9,679			9,334			9,271			9,119			9,966
Interest expense:
Interest on demand deposits		307			411			514			498			750
Interest on savings deposits		281			383			543			360			290
Interest on certificates of deposit		1,881			1,975			1,963			2,238			2,376
Securities sold under repurchase agreements		14			22			32			35			84
Interest on FHLB and other borrowings		581			638			662			781			731
Interest on junior subordinated debt payable to unconsolidated subsidiary grantor trust		215			263			317			161			315
Total interest expense		3,279			3,692			4,031			4,073			4,546
Net interest income		6,400			5,642			5,240			5,046			5,420
Provision for loan and lease losses		1,425			3,620			1,300			1,000			600
Net interest income after provision for loan and lease losses		4,975			2,022			3,940			4,046			4,820
Noninterest income:
Service charges on deposit accounts		92			108			91			50			62
Payroll and benefit processing fees		134			118			107			99			129
Earnings on cash surrender value — bank owned life insurance		86			86			86			85			83
Net gain on sale of securities available-for-sale		404			33			159			194			242
Net loss on sale of derivative swap transaction		—			—			—			—			(225	)
Merchant credit card service income, net		74			85			99			97			83
Mortgage brokerage fee income		—			4			2			5			10
Other income		75			156			207			187			181
Total noninterest income		865			590			751			717			565
Noninterest expense:
Salaries and related benefits		2,127			2,001			1,909			1,892			1,949
Occupancy and equipment expense		572			1,339			613			640			644
FDIC insurance premium		273			99			113			113			58
Data processing fees		111			52			81			65			78
Professional service fees		159			270			146			133			118
Payroll processing fees		34			30			26			27			33
Deferred compensation expense		119			120			118			113			111
Stationery and supplies		53			70			50			80			62
Postage		81			30			32			38			34
Directors’ expense		37			71			81			94			48
Other expenses		394			425			443			418			430
Total noninterest expense		3,960			4,507			3,612			3,613			3,565
Income (loss) before provision for income taxes		1,880			(1,895	)		1,079			1,150			1,820
Provision (benefit) for income taxes		610			(1,237	)		362			244			591
Net income (loss)	$	1,270		$	(658	)	$	717		$	906		$	1,229
Less preferred dividend and accretion on preferred stock		($237	)		($0	)		($0	)		($0	)		($0	)
Income available to common shareholders	$	1,033			($658	)	$	717		$	906		$	1,229
Basic earnings (loss) per share	$	0.12			($0.07	)	$	0.08		$	0.10		$	0.14
Weighted average shares — basic		8,711			8,755			8,711			8,748			8,719
Diluted earnings (loss) per share	$	0.12			($0.07	)	$	0.08		$	0.10		$	0.14
Weighted average shares — diluted		8,711			8,802			8,713			8,751			8,748
Cash dividends per share	$	0.06		$	0.08		$	0.08		$	0.08		$	0.08