UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 001-33572 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) | --- | ...

Bank of Marin Bancorp (NASDAQ:BMRC) Q2 2022 Earnings Conference Call July 25, 2022 11:30 AM ET Company Participants Andrea Henderson - Director of Marketing Tim Myers - President and CEO Tani Girton - CFO Conference Call Participants David Feaster - Raymond James Matthew Clark - Piper Sandler Jeff Rulis - D.A. Davidson Stuart Lotz - KBW Andrew Terrell - Stephens Andrea Henderson Good morning and thank you for joining Bank of Marin Bancorp's earnings call for the second quarter ended June 30, 2022. I am Andr ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 001-33572 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) | --- | ...

Start Time: 11:30 End Time: 12:11 March 1, 0000 ET Q1 2022 Earnings Conference Call April 25, 2022, 11:30 AM ET Company Participants Timothy Myers - President and CEO Tani Girton - EVP and CFO Andrea Henderson - First VP, Director of Marketing Conference Call Participants Jeff Rulis - D.A. Davidson David Feaster - Raymond James Matthew Clark - Piper Sandler Andrew Terrell - Stephens Inc. Stuart Lotz - Keefe, Bruyette & Woods Timothy Coffey - Janney Montgomery Scott Andrea Henderson Good morning and thank yo ...

Interest Rate Sensitivity and Financial Performance - The company's net interest income is highly sensitive to interest rate changes, with a current target range of 0.0% to 0.25% set by the FOMC, impacting asset yields and net interest margin [104]. - The low interest rate environment in 2020 and 2021 has compressed the net interest margin, affecting overall profitability [75]. - The Federal Open Market Committee (FOMC) cut the federal funds rate by 150 basis points to a target range of 0.0% to 0.25% in March 2020, impacting asset yields and net interest margin [104]. Liquidity and Deposit Management - Deposit balances are crucial for liquidity, with top ten depositor relationships accounting for approximately 11% of total deposit balances as of December 31, 2021 [110]. - The company faces liquidity risks if it cannot generate deposits or manage loan repayment schedules effectively, which could adversely impact operations [105]. - The top ten depositor relationships accounted for approximately 11% of total deposit balances as of December 31, 2021, indicating potential volatility in deposit balances [110]. Credit Risk and Loan Management - As of December 31, 2021, 86% of the company's loans were secured by real estate, with commercial real estate (CRE) comprising 75% [92]. - The company's CRE loans represented 332% of total risk-based capital as of December 31, 2021, indicating a significant concentration risk [94]. - The company maintains allowances for credit losses based on management's estimates, which may be subject to significant changes [90]. - The company is actively managing its CRE concentration in response to regulatory guidance and market conditions [96]. - The company actively monitors credit exposure and seeks to diversify investments to minimize risks associated with issuer creditworthiness [100]. Regulatory Compliance and Risks - Regulatory compliance is a significant concern, with extensive government supervision affecting lending practices, capital structure, and compliance costs [123]. - Bancorp and the Bank are subject to extensive federal and state governmental supervision and regulation [123]. - Compliance risk arises from violations of laws, rules, and regulations, potentially leading to fines and penalties [123]. - The Bank's compliance risk can diminish reputation and reduce franchise value, limiting business opportunities [123]. - An extensive compliance plan, policies, and procedures are in place to manage these risks [123]. Technological and Operational Risks - The financial services industry is experiencing rapid technological changes, necessitating the effective use of technology to enhance client service and operational efficiency [119]. - The company relies on third-party vendors for critical operations, which poses risks related to system interruptions or cyber breaches [122]. - The company relies on third-party vendors for critical operations, which could negatively affect its financial condition if there are interruptions or errors [122]. Economic and Environmental Factors - The COVID-19 pandemic has negatively impacted the global economy, leading to increased loan delinquencies and potential loan losses [75]. - Approximately 94% of payment relief loans have resumed normal payments, but future payment relief may still be required due to ongoing pandemic effects [75]. - Natural disasters and climate change pose risks to the company's operations and credit quality, particularly in disaster-prone areas [120]. - The company faces risks from severe weather and natural disasters, particularly in earthquake and wildfire-prone Northern California, which could impair loan recoverability [120]. - The company's earnings are significantly influenced by local economic conditions in Northern California, particularly in the San Francisco Bay and Greater Sacramento regions [101]. Investment and Market Risks - The company has $43.2 million in investment securities and $11.5 million in loans indexed to LIBOR, with plans to transition to alternative reference rates like SOFR [114]. - The transition from LIBOR to alternative reference rates is ongoing, with the company discontinuing LIBOR-based loans effective December 31, 2021 [116]. - The company holds significant portions of debt securities issued by government-sponsored enterprises (GSEs) with a fair value that may be negatively impacted if U.S. government support ceases [98]. - FNMA and FHLMC have been under U.S. government conservatorship for 14 years, with uncertain future impacts on financial markets and investments in GSEs [99]. Competition and Market Position - The company faces intense competition from larger financial institutions, which may pressure loan rates and profitability [79]. - The company has incurred significant acquisition-related expenses, which may negatively impact earnings prior to realizing acquisition benefits [78]. - The company relies on dividends from its bank subsidiary to meet financial obligations, which may be restricted by regulatory limitations [83].

Bank Of Marin Bancorp (NASDAQ:BMRC) Q4 2021 Earnings Conference Call January 24, 2022 11:30 AM ET Company Participants Andrea Henderson - Director of Marketing Timothy Myers - President and Chief Executive Officer Tani Girton - Executive Vice President and Chief Financial Officer Conference Call Participants Jeff Rulis - D.A. Davidson David Feaster - Raymond James Matthew Clark - Piper Sandler Andrew Terrell - Stephens Inc. Stuart Lotz - Keefe Bruyette & Woods Timothy Coffey - Janney Montgomery Scott Andrea ...

Part I: Financial Information [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) The financial statements reflect the August 2021 AMRB merger, significantly increasing assets, loans, and deposits, with Q3 net income impacted by merger costs [Consolidated Statements of Condition (Balance Sheet)](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets grew to **$4.26 billion** by September 30, 2021, a **46% increase** driven by the AMRB merger, significantly expanding loans and deposits Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 | Dec 31, 2020 | Change | |---|---|---|---| | **Total Assets** | **$4,261,062** | **$2,911,926** | **+46.3%** | | Cash and cash equivalents | $584,739 | $200,320 | +191.9% | | Total investment securities | $1,159,834 | $501,387 | +131.3% | | Loans, net | $2,294,605 | $2,065,682 | +11.1% | | Goodwill | $72,754 | $30,140 | +141.4% | | **Total Liabilities** | **$3,802,537** | **$2,553,673** | **+48.9%** | | Total deposits | $3,727,696 | $2,504,249 | +48.9% | | **Total Stockholders' Equity** | **$458,525** | **$358,253** | **+28.0%** | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Q3 2021 net income decreased to **$5.3 million** due to merger-related expenses, while year-to-date net income increased to **$23.5 million** Income Statement Summary (in thousands, except per share data) | Metric | Q3 2021 | Q3 2020 | YTD 2021 | YTD 2020 | |---|---|---|---|---| | Net Interest Income | $27,753 | $24,566 | $74,318 | $73,060 | | Provision for credit losses | $1,800 | $1,498 | ($3,251) | $6,060 | | Non-interest Income | $3,565 | $1,790 | $7,413 | $6,723 | | Non-interest Expense | $22,686 | $14,990 | $53,654 | $44,238 | | **Net Income** | **$5,282** | **$7,491** | **$23,514** | **$22,125** | | **Diluted EPS** | **$0.35** | **$0.55** | **$1.69** | **$1.62** | [Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased to **$458.5 million** by September 30, 2021, primarily due to **$124.4 million** in shares issued for the AMRB merger and net income - Issued **3,441,235 shares** valued at **$124.4 million** to American River Bankshares shareholders for the merger[15](index=15&type=chunk)[17](index=17&type=chunk) - Repurchased **967,683 shares** for a total of **$35.2 million** in the first nine months of 2021[17](index=17&type=chunk)[125](index=125&type=chunk) - Paid cash dividends of **$0.70 per share**, totaling **$9.3 million** for the first nine months of 2021[17](index=17&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by **$384.4 million** for the nine months ended September 30, 2021, driven by operating activities, deposit growth, and cash from the AMRB merger Nine Months Ended Sep 30, 2021 Cash Flow (in thousands) | Activity | Amount | |---|---| | Net cash provided by operating activities | $32,326 | | Net cash used in investing activities | ($18,924) | | Net cash provided by financing activities | $371,017 | | **Net increase in cash** | **$384,419** | - Cash acquired from the American River Bankshares merger totaled **$140.6 million**[19](index=19&type=chunk) - Net increase in deposits provided **$433.4 million** in cash, while stock repurchases used **$35.5 million**[19](index=19&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the August 2021 AMRB merger, which significantly expanded the loan portfolio to **$2.32 billion** with strong credit quality, and an increased share repurchase program - The merger with American River Bankshares (AMRB) was completed on August 6, 2021, with Bancorp issuing **3,441,235 shares** as part of the **$124.5 million** total consideration, adding approximately **$898.4 million** in assets and resulting in **$42.6 million** of goodwill[21](index=21&type=chunk)[152](index=152&type=chunk)[156](index=156&type=chunk) - Total loans stood at **$2.317 billion**, including **$164.8 million** in outstanding PPP loans, with non-accrual loans low at **$8.4 million**, or **0.36%** of total loans[70](index=70&type=chunk)[89](index=89&type=chunk)[215](index=215&type=chunk) - The Board of Directors approved a new share repurchase program of **$25.0 million** in July 2021, subsequently increased to **$57.0 million** in October 2021[122](index=122&type=chunk) - As of September 30, 2021, the company had **$602.6 million** in unfunded loan commitments and standby letters of credit[128](index=128&type=chunk) - On March 15, 2021, Bancorp redeemed its remaining subordinated debenture with a book value of **$2.8 million**[112](index=112&type=chunk) [Management's Discussion and Analysis (MD&A)](index=38&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A highlights **46% asset growth** to **$4.26 billion** due to the AMRB merger, strong credit quality, and a compressed net interest margin, while capital ratios remain robust - The merger with AMRB on August 6, 2021, added approximately **$898.4 million** in assets, **$419.4 million** in loans, and **$790.0 million** in deposits[179](index=179&type=chunk)[180](index=180&type=chunk)[231](index=231&type=chunk) - Q3 2021 GAAP net income of **$5.3 million** (**$0.35/share**) was reduced by **$3.9 million** net of tax (**$0.26/share**) due to merger-related costs, resulting in comparable non-GAAP net income of **$9.2 million** (**$0.61/share**)[180](index=180&type=chunk)[186](index=186&type=chunk) - Credit quality remains strong, with non-accrual loans at **0.36%** of total loans, and the allowance for credit losses to total loans was **0.97%** (**1.04%** excluding PPP loans)[182](index=182&type=chunk) - The tax-equivalent net interest margin decreased to **3.15%** in Q3 2021 from **3.44%** in Q3 2020, primarily due to a lower interest rate environment and higher cash balances[204](index=204&type=chunk) - All capital ratios exceed 'well-capitalized' regulatory requirements, with the total risk-based capital ratio at **15.0%** as of September 30, 2021[182](index=182&type=chunk)[244](index=244&type=chunk) [Quantitative and Qualitative Disclosure about Market Risk](index=53&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's primary market risk is interest rate risk, with management models indicating an asset-sensitive position where net interest income benefits from rising rates - The company is asset-sensitive, with net interest income expected to rise in a higher interest rate environment[263](index=263&type=chunk) Estimated Change in Net Interest Income from Immediate Rate Shifts | Rate Change (bps) | Change in NII (Year 1) | Change in NII (Year 2) | |---|---|---| | +200 | +6.0% | +14.4% | | +100 | +2.8% | +6.9% | | -100 | -2.6% | -4.2% | [Controls and Procedures](index=54&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of September 30, 2021, while continuing to integrate American River Bankshares' systems into internal controls - The CEO and CFO concluded that disclosure controls and procedures were effective as of the end of the reporting period[264](index=264&type=chunk) - The company is continuing to integrate American River Bankshares' business processes into its internal control over financial reporting following the merger[265](index=265&type=chunk) Part II: Other Information [Legal Proceedings](index=56&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not aware of any pending legal proceedings expected to have a material adverse effect on its financial condition or operations - Management is not aware of any pending legal proceedings expected to have a material adverse effect on the company[139](index=139&type=chunk)[267](index=267&type=chunk) [Risk Factors](index=56&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's 2020 Annual Report on Form 10-K have been reported - No material changes from the risk factors disclosed in the 2020 Form 10-K have been reported[268](index=268&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the company repurchased **445,735 shares** for **$15.9 million**, with the share repurchase authorization subsequently increased to **$57.0 million** Issuer Purchases of Equity Securities (Q3 2021) | Period | Total Shares Purchased | Average Price Paid per Share | |---|---|---| | July 2021 | 37,182 | $32.99 | | August 2021 | 159,360 | $35.98 | | September 2021 | 249,193 | $35.81 | | **Total Q3** | **445,735** | **$35.64** | - On October 22, 2021, the Board increased the share repurchase authorization from **$25.0 million** to **$57.0 million**[270](index=270&type=chunk) [Defaults Upon Senior Securities](index=56&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None reported[272](index=272&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Not applicable[273](index=273&type=chunk) [Other Information](index=56&type=section&id=ITEM%205.%20Other%20Information) No other material information was reported - None reported[273](index=273&type=chunk) [Exhibits](index=57&type=section&id=ITEM%206.%20Exhibits) This section lists key exhibits filed, including the AMRB merger agreement, corporate documents, compensation plans, and officer certifications - Key exhibits filed include the Agreement to Merge (2.01), various equity and compensation plans (10.01-10.14), and Sarbanes-Oxley certifications (31.01, 31.02, 32.01)[277](index=277&type=chunk)

Bank of Marin Bancorp (NASDAQ:BMRC) Q3 2021 Earnings Conference Call October 25, 2021 11:30 AM ET Company Participants Andrea Henderson - Director of Marketing Russell A. Colombo - CEO Timothy D. Myers - President, Chief Operating Officer Misako Stewart - EVP & Chief Credit Officer Tani Girton - EVP & CFO Conference Call Participants Jeff Rulis - D.A. Davidson David Feaster - Raymond James Timothy Coffey - Janney Montgomery Scott Disclaimer*: This transcript is designed to be used alongside the freely avail ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 001-33572 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) | --- | ...

Bank of Marin Bancorp (NASDAQ:BMRC) Q2 2021 Earnings Conference Call July 19, 2021 11:30 AM ET Company Participants Andrea Henderson - Director of Marketing Russ Colombo - CEO Tim Myers - President, Chief Operating Officer Tani Girton - Executive President, Chief Financial Officer Beth Reizman - Executive Vice President, Chief Credit Officer Conference Call Participants Jeff Rulis - D.A. Davidson Matthew Clark - Piper Sandler Jackie Bohlen - KBW Tim Coffey - Janney David Feaster - Raymond James Andrea Hende ...