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 ...

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the company's unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Bank of Marin Bancorp, including the statements of condition, comprehensive income, changes in stockholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, accounting standards, fair value measurements, investment securities, loans, credit loss allowances, borrowings, stockholders' equity, commitments, contingencies, derivative instruments, and the merger agreement [Consolidated Statements of Condition](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) The Consolidated Statements of Condition provide a snapshot of the company's financial position at June 30, 2021, compared to December 31, 2020, showing increases in total assets, cash, and investment securities, alongside growth in deposits and a decrease in loans Consolidated Statements of Condition (in thousands) | Metric | June 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------- | :--------------------------- | :------------------------------- | | Total Assets | $3,073,818 | $2,911,926 | | Cash, cash equivalents | $257,543 | $200,320 | | Total Investment Securities | $687,001 | $501,387 | | Loans, net | $1,983,667 | $2,065,682 | | Total Deposits | $2,683,575 | $2,504,249 | | Total Liabilities | $2,725,169 | $2,553,673 | | Total Stockholders' Equity | $348,649 | $358,253 | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) The Consolidated Statements of Comprehensive Income show a significant increase in net income for both the three and six months ended June 30, 2021, compared to the prior year, driven by a reversal of credit loss provisions and stable net interest income, despite a decrease in total comprehensive income for the six-month period due to changes in unrealized gains on available-for-sale securities Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three months ended June 30, 2021 (in thousands) | Three months ended June 30, 2020 (in thousands) | Six months ended June 30, 2021 (in thousands) | Six months ended June 30, 2020 (in thousands) | | :-------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net Interest Income | $24,534 | $24,375 | $46,565 | $48,494 | | (Reversal of) Provision for Credit Losses | $(920) | $2,000 | $(3,849) | $4,200 | | Total Non-interest Income | $2,022 | $1,813 | $3,848 | $4,933 | | Total Non-interest Expense | $15,556 | $13,881 | $30,968 | $29,248 | | Net Income | $9,285 | $7,406 | $18,232 | $14,634 | | Basic EPS | $0.71 | $0.55 | $1.38 | $1.08 | | Diluted EPS | $0.71 | $0.55 | $1.37 | $1.07 | | Total Comprehensive Income | $11,357 | $8,472 | $14,009 | $22,125 | [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) The Consolidated Statements of Changes in Stockholders' Equity reflect a decrease in total stockholders' equity from December 31, 2020, to June 30, 2021, primarily due to stock repurchases and a negative change in accumulated other comprehensive income, despite positive net income and stock-based compensation Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | June 30, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------------- | :--------------------------- | :------------------------------- | | Common Stock | $108,430 | $125,905 | | Retained Earnings | $231,841 | $219,747 | | Accumulated Other Comprehensive Income | $8,378 | $12,601 | | Total Stockholders' Equity | $348,649 | $358,253 | - Stock repurchases, net of commissions, amounted to **$(10.8) million** for the three months ended June 30, 2021, and **$(19.3) million** for the six months ended June 30, 2021[14](index=14&type=chunk)[16](index=16&type=chunk) - Cash dividends paid on common stock were **$(3.0) million** (**$0.23 per share**) for the three months ended June 30, 2021, and **$(6.1) million** (**$0.46 per share**) for the six months ended June 30, 2021[14](index=14&type=chunk)[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The Consolidated Statements of Cash Flows indicate a net increase in cash, cash equivalents, and restricted cash of $57.2 million for the six months ended June 30, 2021, primarily driven by financing activities (net increase in deposits) and operating activities, partially offset by significant cash used in investing activities, mainly for purchasing investment securities Cash Flow Activity (Six months ended, in thousands) | Cash Flow Activity (Six months ended) | June 30, 2021 (in thousands) | June 30, 2020 (in thousands) | | :------------------------------------ | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $19,769 | $29,628 | | Net cash used in investing activities | $(112,165) | $(250,278) | | Net cash provided by financing activities | $149,619 | $434,961 | | Net increase in cash, cash equivalents and restricted cash | $57,223 | $214,311 | | Cash, cash equivalents and restricted cash at end of period | $257,543 | $397,699 | - Significant investing activities included purchases of held-to-maturity securities (**$74.5 million**) and available-for-sale securities (**$170.2 million**) in the first six months of 2021[20](index=20&type=chunk) - Financing activities were boosted by a net increase in deposits of **$179.3 million** for the six months ended June 30, 2021[20](index=20&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations for the consolidated financial statements, covering the basis of presentation, recently adopted accounting standards, fair value measurements, investment securities, loans and credit loss allowances, borrowings, stockholders' equity, commitments, contingencies, derivative instruments, and the pending merger agreement [Note 1: Basis of Presentation](index=10&type=section&id=Note%201%3A%20Basis%20of%20Presentation) The consolidated financial statements include Bank of Marin Bancorp and its wholly-owned subsidiary, Bank of Marin, prepared in accordance with SEC rules and GAAP. The NorCal Community Bancorp Trust II is not consolidated, with its subordinated debenture shown as a liability. EPS calculations are detailed, distinguishing between basic and diluted shares - The consolidated financial statements include Bank of Marin Bancorp and its wholly-owned bank subsidiary, Bank of Marin[22](index=22&type=chunk) - The NorCal Community Bancorp Trust II is not consolidated; its subordinated debenture is shown as a liability[24](index=24&type=chunk) EPS Metric (Six months ended) | EPS Metric (Six months ended) | June 30, 2021 | June 30, 2020 | | :---------------------------- | :------------ | :------------ | | Weighted average basic shares | 13,227 | 13,519 | | Weighted average diluted shares | 13,316 | 13,621 | | Basic EPS | $1.38 | $1.08 | | Diluted EPS | $1.37 | $1.07 | [Note 2: Recently Adopted and Issued Accounting Standards](index=11&type=section&id=Note%202%3A%20Recently%20Adopted%20and%20Issued%20Accounting%20Standards) The company adopted several ASUs in 2021, including those simplifying income tax accounting, clarifying equity method interactions, and codification improvements for receivables, none of which had a material impact. ASUs related to Reference Rate Reform (LIBOR) are not yet adopted, with ongoing assessment of their applicability - Adopted ASU No. 2019-12 (Income Taxes), ASU No. 2020-01 (Investments - Equity Securities), and ASU No. 2020-08 (Receivables—Nonrefundable Fees and Other Costs) on **January 1, 2021**, with **no material impact** on financial condition or results of operations[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - Has not yet elected to apply amendments from ASU No. 2020-04 and ASU No. 2021-01 (Reference Rate Reform) but continues to monitor guidance and assess applicability[31](index=31&type=chunk)[32](index=32&type=chunk) [Note 3: Fair Value of Assets and Liabilities](index=13&type=section&id=Note%203%3A%20Fair%20Value%20of%20Assets%20and%20Liabilities) The company categorizes fair value measurements into a three-level hierarchy. Available-for-sale securities and derivative financial liabilities are measured at fair value on a recurring basis, primarily using Level 2 inputs. Loans and time deposits are recorded at amortized cost but their fair values are estimated for disclosure purposes, with loans largely falling into Level 3 due to unobservable inputs - Assets and liabilities measured at fair value are grouped into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs), and **Level 3** (unobservable inputs)[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) Financial Instrument Fair Value Hierarchy (in thousands) | Financial Instrument (in thousands) | June 30, 2021 Carrying Value | June 30, 2021 Fair Value Hierarchy | | :---------------------------------- | :----------------------------- | :--------------------------------- | | Securities available-for-sale | $517,963 | Level 2 | | Derivative financial liabilities | $1,363 | Level 2 | | Loans, net | $2,002,767 | Level 3 | | Time deposits | $95,350 | Level 2 | - Fair value of loans is based on exit price techniques from an independent third-party, using proprietary valuation models and methodology, and may not reflect actual or prospective market valuations[47](index=47&type=chunk) [Note 4: Investment Securities](index=15&type=section&id=Note%204%3A%20Investment%20Securities) The investment securities portfolio, comprising held-to-maturity and available-for-sale securities, increased significantly. The portfolio includes obligations of state and political subdivisions, U.S. federal government agencies, and GSEs. No allowance for credit losses was recorded for these securities due to strong credit quality and government guarantees. The company also holds non-marketable FHLB capital stock and Visa Inc. Class B common stock Investment Securities (in thousands) | Security Type (in thousands) | June 30, 2021 Amortized Cost | June 30, 2021 Fair Value | December 31, 2020 Amortized Cost | December 31, 2020 Fair Value | | :--------------------------- | :--------------------------- | :----------------------- | :------------------------------- | :--------------------------- | | Total Held-to-maturity | $169,038 | $174,138 | $109,036 | $115,185 | | Total Available-for-sale | $504,934 | $517,963 | $373,038 | $392,351 | - No allowance for credit losses has been recorded for held-to-maturity or available-for-sale securities, as management expects to receive all contractual principal and interest, and does not intend to sell securities with unrealized losses before recovery of amortized cost[54](index=54&type=chunk)[56](index=56&type=chunk)[65](index=65&type=chunk) - The company held **$11.9 million** of FHLB stock and **10,439 shares** of Visa Inc. Class B common stock (carrying value of zero) as of June 30, 2021[66](index=66&type=chunk)[67](index=67&type=chunk) [Note 5: Loans and Allowance for Credit Losses on Loans](index=19&type=section&id=Note%205%3A%20Loans%20and%20Allowance%20for%20Credit%20Losses%20on%20Loans) The loan portfolio decreased slightly, primarily due to PPP loan forgiveness. The company adopted the CECL standard, resulting in a reversal of credit loss provisions. Credit quality indicators remain strong, with a low percentage of non-accrual loans. Troubled Debt Restructurings (TDRs) are managed, and the company applied temporary accounting relief for certain loan modifications under the CARES Act Loan Category (in thousands) | Loan Category (in thousands) | June 30, 2021 | December 31, 2020 | | :--------------------------- | :------------ | :---------------- | | Commercial and industrial | $423,646 | $498,408 | | Commercial owner-occupied | $296,407 | $304,963 | | Commercial investor-owned | $967,335 | $961,208 | | Construction | $80,841 | $73,046 | | Home equity | $92,510 | $104,813 | | Other residential | $120,903 | $123,395 | | Installment and other consumer | $21,125 | $22,723 | | Total loans, at amortized cost | $2,002,767 | $2,088,556 | | Allowance for credit losses | $(19,100) | $(22,874) | - PPP loans outstanding totaled **$248.3 million** (net of **$6.5 million** in unrecognized fees and costs) as of June 30, 2021, with the vast majority expected to be fully forgiven by the SBA[76](index=76&type=chunk) Credit Quality Indicator (in thousands) | Credit Quality Indicator (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------------------------- | :------------ | :---------------- | | Total past due loans | $1,366 | $2,705 | | Non-accrual loans | $9,190 | $9,233 | | Recorded Investment in TDRs | $10,719 | $12,506 | - The allowance for credit losses on loans decreased by **$3.8 million** for the six months ended June 30, 2021, reflecting a reversal of provision under the CECL standard[104](index=104&type=chunk) [Note 6: Borrowings and Other Obligations](index=26&type=section&id=Note%206%3A%20Borrowings%20and%20Other%20Obligations) The company maintains various lines of credit with correspondent banks, FHLB, and FRBSF, with no outstanding overnight borrowings at June 30, 2021. The subordinated debenture was fully redeemed on March 15, 2021, and finance lease liabilities increased - Unsecured lines of credit for overnight borrowings totaled **$115.0 million** at June 30, 2021, with **no outstanding borrowings**[109](index=109&type=chunk) - FHLB lines of credit totaled **$629.9 million** and FRBSF lines of credit totaled **$77.6 million** at June 30, 2021, with **no outstanding borrowings**[110](index=110&type=chunk)[111](index=111&type=chunk) - The **$2.8 million** subordinated debenture was fully redeemed on **March 15, 2021**, leading to accelerated accretion of the remaining purchase discount[112](index=112&type=chunk) - Finance lease liabilities increased to **$438 thousand** at June 30, 2021, from **$58 thousand** at December 31, 2020[113](index=113&type=chunk) [Note 7: Stockholders' Equity](index=26&type=section&id=Note%207%3A%20Stockholders%27%20Equity) Bancorp declared a $0.24 per share cash dividend. The company accounts for share-based payments, including stock options and restricted stock awards, as compensation expense. A new share repurchase program of up to $25.0 million was approved on July 16, 2021, following the completion of the previous program in May 2021 - A cash dividend of **$0.24 per share** was declared on **July 16, 2021**, payable on August 6, 2021[114](index=114&type=chunk) - Stock-based compensation expense is recorded for stock options and restricted stock awards, with performance-based awards vesting contingent on long-term goals[115](index=115&type=chunk)[116](index=116&type=chunk) - A new share repurchase program of up to **$25.0 million** was approved on **July 16, 2021**, effective through July 31, 2023. The previous **$25.0 million** program was completed in **May 2021**, with **521,948 shares** repurchased for **$19.3 million** during the first six months of 2021[121](index=121&type=chunk)[124](index=124&type=chunk) [Note 8: Commitments and Contingencies](index=28&type=section&id=Note%208%3A%20Commitments%20and%20Contingencies) The company has off-balance sheet risks from commitments to extend credit and standby letters of credit, with an allowance for credit losses on unfunded commitments. Lease liabilities for operating and finance leases are detailed. Litigation matters, particularly related to Visa's Covered Litigation, are considered remote for contingent liabilities Commitment Type (in thousands) | Commitment Type (in thousands) | June 30, 2021 | December 31, 2020 | | :----------------------------- | :------------ | :---------------- | | Commercial lines of credit | $282,611 | $287,533 | | Revolving home equity lines | $201,986 | $189,035 | | Undisbursed construction loans | $73,757 | $41,033 | | Standby letters of credit | $3,167 | $1,964 | | Total commitments | $571,706 | $529,132 | - An allowance for credit losses on unfunded loan commitments totaled **$1.6 million** at June 30, 2021, a reversal of **$1.2 million** for the six months ended June 30, 2021[128](index=128&type=chunk) Lease Type (in thousands) | Lease Type (in thousands) | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :---------------- | | Operating lease liabilities | $24,919 | $27,062 | | Finance lease liabilities | $438 | $58 | - The company considers the probability of losses from Visa's Covered Litigation to be **remote** and is not required to record contingent liabilities[141](index=141&type=chunk) [Note 9: Derivative Financial Instruments and Hedging Activities](index=31&type=section&id=Note%209%3A%20Derivative%20Financial%20Instruments%20and%20Hedging%20Activities) The company uses interest rate swap agreements as fair value hedges to mitigate interest rate risk on long-term fixed-rate loans. As of June 30, 2021, there were four such agreements, with a total notional amount of $13.5 million and a fair value liability of $1.4 million - Interest rate swap agreements are used as **fair value hedges** to mitigate interest rate risk on long-term fixed-rate loans[142](index=142&type=chunk) Derivative Metric (in thousands) | Derivative Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :------------------------------- | :------------ | :---------------- | | Interest rate contracts notional amount | $13,518 | $13,991 | | Interest rate contracts fair value (liability) | $1,363 | $1,912 | - Net losses on fair value hedging relationships recognized in interest income were **$(0.2) million** for the six months ended June 30, 2021, compared to **$(0.1) million** for the same period in 2020[147](index=147&type=chunk) [Note 10: Merger Agreement](index=32&type=section&id=Note%2010%3A%20Merger%20Agreement) Bancorp entered into a definitive agreement to acquire American River Bankshares (AMRB), expanding its presence in Northern California. The merger, valued at $134.5 million, is expected to close on August 6, 2021, and will result in Bank of Marin having approximately $4.0 billion in assets and 31 branches - Bancorp agreed to acquire American River Bankshares (AMRB) in a merger expected to close on **August 6, 2021**[148](index=148&type=chunk) - AMRB shareholders will receive **0.575 shares** of Bancorp's common stock for each AMRB share, valuing the transaction at **$134.5 million** based on Bancorp's stock price on April 16, 2021[148](index=148&type=chunk) - Upon closing, Bank of Marin will have approximately **$4.0 billion** in assets and operate **31 branches** across ten counties[157](index=157&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, including forward-looking statements, critical accounting policies, an executive summary of key financial highlights, and detailed analysis of results of operations and financial condition. It covers net interest income, credit loss provisions, non-interest income and expense, income taxes, and summaries of cash, investments, loans, liabilities, capital adequacy, and liquidity [Forward-Looking Statements](index=33&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements regarding future operations, products, services, revenues, and earnings, based on management's current expectations. It highlights various factors that could cause actual results to differ materially, including economic conditions, interest rates, acquisitions, regulatory changes, and natural disasters - Forward-looking statements are based on management's current expectations and include descriptions of future operations, products, services, and forecasts of revenues and earnings[152](index=152&type=chunk) - Factors that could cause future results to vary materially include general economic conditions, changes in interest rates, deposit flows, real estate values, costs of acquisitions, competition, and regulatory changes[152](index=152&type=chunk) - Specific risks related to the AMRB acquisition include integration difficulties, lower-than-expected cost savings or revenues, and disruptions to customer and employee relationships[153](index=153&type=chunk) [Critical Accounting Policies and Estimates](index=34&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's critical accounting policies, which involve significant management judgment and estimation, include Allowance for Credit Losses on Loans and Unfunded Commitments, Allowance for Credit Losses on Investments Securities, Accounting for Income Taxes, and Fair Value Measurements. No material changes to these policies occurred during the period - Critical accounting policies require management's most difficult, subjective, or complex judgments and include **Allowance for Credit Losses on Loans and Unfunded Commitments**, **Allowance for Credit Losses on Investments Securities**, **Accounting for Income Taxes**, and **Fair Value Measurements**[156](index=156&type=chunk) - There have been **no material changes** to the critical accounting policies during the period[156](index=156&type=chunk) [Executive Summary](index=34&type=section&id=Executive%20Summary) The company reported increased net income and EPS for Q2 and H1 2021, driven by SBA PPP fee recognition and credit loss provision reversals, partially offset by accelerated discount accretion from a debenture redemption. Loans decreased due to PPP forgiveness, while deposits grew. Capital ratios remained strong, and a new share repurchase program was approved. The pending AMRB acquisition is expected to be accretive and expand the bank's footprint - Net income for Q2 2021 was **$9.3 million** (Diluted EPS **$0.71**), up from **$7.4 million** (Diluted EPS **$0.55**) in Q2 2020. For H1 2021, net income was **$18.2 million** (Diluted EPS **$1.37**), up from **$14.6 million** (Diluted EPS **$1.07**) in H1 2020[158](index=158&type=chunk) - Earnings increases were driven by **$2.6 million** (Q2 2021) and **$4.3 million** (H1 2021) in SBA PPP fees and reversals of credit loss provisions (**$0.9 million** in Q2 2021, **$3.8 million** in H1 2021)[159](index=159&type=chunk) Executive Summary Metrics | Metric | June 30, 2021 | December 31, 2020 | | :-------------------------------------- | :------------ | :---------------- | | Total Loans | $2.003 billion| $2.089 billion |\n| Total Deposits | $2.684 billion| $2.504 billion |\n| Allowance for credit losses on loans to total loans | 0.95% | 1.10% |\n| Total risk-based capital ratio (Bancorp)| 15.5% | 16.0% |\n| Tangible common equity to tangible assets | 10.4% | 11.3% | - A new share repurchase program of up to **$25.0 million** was approved on **July 16, 2021**. A cash dividend of **$0.24 per share** was declared, a **$0.01 increase** from the prior quarter[162](index=162&type=chunk) [RESULTS OF OPERATIONS](index=36&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of the company's operating performance, including net interest income, provision for credit losses, non-interest income, non-interest expense, and provision for income taxes. It highlights the impact of PPP loans, interest rate environment, and acquisition-related expenses on profitability and efficiency [Net Interest Income](index=37&type=section&id=Net%20Interest%20Income) Net interest income slightly increased in Q2 2021 YoY due to PPP loans and lower interest-bearing liability rates, but decreased in H1 2021 YoY due to accelerated discount accretion and lower asset yields. The tax-equivalent net interest margin declined in both periods, primarily due to the low interest rate environment, though PPP loans provided some positive impact Net Interest Income and Margin | Metric | Three months ended June 30, 2021 (in thousands) | Three months ended June 30, 2020 (in thousands) | Six months ended June 30, 2021 (in thousands) | Six months ended June 30, 2020 (in thousands) | | :-------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net Interest Income | $24,534 | $24,375 | $46,565 | $48,494 | | Tax-equivalent net interest margin | 3.37% | 3.53% | 3.28% | 3.70% | | Cost of deposits | 0.07% | 0.09% | 0.07% | 0.15% | - The **$0.2 million** increase in Q2 2021 net interest income was primarily due to higher income from SBA PPP loans, higher average investment securities and commercial real estate loan balances, and lower rates on interest-bearing liabilities[179](index=179&type=chunk) - The decrease in H1 2021 net interest income was primarily attributed to **$1.3 million** in accelerated discount accretion from the early redemption of a subordinated debenture, lower yielding interest-earning assets, and lower average balances of commercial and consumer loans[181](index=181&type=chunk) - SBA PPP loans contributed **12 basis points** to Q2 2021's net interest margin and **5 basis points** to H1 2021's net interest margin[180](index=180&type=chunk)[182](index=182&type=chunk) [Provision for Credit Losses on Loans](index=40&type=section&id=Provision%20for%20Credit%20Losses%20on%20Loans) The company recorded reversals of provision for credit losses in 2021, primarily due to improved California unemployment rate forecasts and a decrease in non-PPP loan balances. Credit quality remained strong, with a decrease in special mention loans and a slight increase in classified assets Provision for Credit Losses on Loans (in thousands) | Metric | Three months ended June 30, 2021 (in thousands) | Three months ended June 30, 2020 (in thousands) | Six months ended June 30, 2021 (in thousands) | Six months ended June 30, 2020 (in thousands) | | :-------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | (Reversal of) provision for credit losses on loans | $(920) | $2,000 | $(3,849) | $4,200 | - Provision reversals in 2021 were due to improved forecasted California unemployment rates (decreased to **8.0%** at June 30, 2021 from **9.1%** at December 31, 2020) and a **$42.5 million** year-to-date decrease in non-PPP loan balances[188](index=188&type=chunk) - Special mention loans decreased by **$37.9 million** to **$49.0 million** at June 30, 2021, from **$86.9 million** at December 31, 2020. Classified assets increased by **$5.0 million** to **$30.8 million**[189](index=189&type=chunk) - The ratio of allowance for credit losses on loans to total loans was **0.95%** at June 30, 2021, down from **1.10%** at December 31, 2020[190](index=190&type=chunk) [Non-interest Income](index=41&type=section&id=Non-interest%20Income) Non-interest income increased in Q2 2021 due to higher debit card interchange fees and wealth management income, but decreased in H1 2021 primarily due to the absence of investment security sales gains and lower service charges on deposit accounts, partly from temporary fee waivers Non-interest Income Component (in thousands) | Non-interest Income Component (in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Wealth Management and Trust Services | $530 | $421 | $1,018 | $925 | | Debit card interchange fees | $419 | $308 | $785 | $668 | | Service charges on deposit accounts | $317 | $293 | $598 | $744 | | Gains on sale of investment securities, net | $0 | $115 | $0 | $915 | | Total non-interest income | $2,022 | $1,813 | $3,848 | $4,933 | - Q2 2021 non-interest income increased by **$0.2 million**, mainly from debit card interchange fees (up **$0.1 million**) and wealth management and trust services (up **$0.1 million**)[195](index=195&type=chunk) - H1 2021 non-interest income decreased by **$1.1 million**, primarily due to no gains on investment security sales (vs. **$0.9 million** in H1 2020) and lower service charges on deposit accounts (down **$0.1 million**)[196](index=196&type=chunk) [Non-interest Expense](index=42&type=section&id=Non-interest%20Expense) Non-interest expense increased in both Q2 and H1 2021, driven by higher salaries and benefits (due to fewer deferred PPP loan origination costs), increased professional services (including ARB acquisition-related expenses), and higher FDIC insurance expenses due to the absence of assessment credits Non-interest Expense Component (in thousands) | Non-interest Expense Component (in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Salaries and related benefits | $8,888 | $7,864 | $18,096 | $17,341 | | Professional services | $986 | $550 | $1,849 | $1,094 | | Charitable contributions | $462 | $273 | $493 | $440 | | Federal Deposit Insurance Corporation insurance | $182 | $116 | $361 | $118 | | Total non-interest expense | $15,556 | $13,881 | $30,968 | $29,248 | - Q2 2021 non-interest expense increased by **$1.7 million**, primarily due to **$1.0 million** higher salaries and benefits (fewer deferred PPP loan origination costs) and **$0.4 million** in ARB acquisition-related expenses[200](index=200&type=chunk) - H1 2021 non-interest expense increased by **$1.7 million**, with professional services up **$0.8 million** (pandemic delays and ARB acquisition) and FDIC insurance up **$0.2 million** (absence of assessment credits)[201](index=201&type=chunk)[203](index=203&type=chunk) [Provision for Income Taxes](index=43&type=section&id=Provision%20for%20Income%20Taxes) The provision for income taxes increased in both Q2 and H1 2021 due to higher pre-tax income. The effective tax rate slightly decreased in Q2 2021 due to a true-up of low-income tax credits Provision for Income Taxes (in thousands) | Metric (in thousands) | Three months ended June 30, 2021 | Three months ended June 30, 2020 | Six months ended June 30, 2021 | Six months ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Provision for income taxes | $3,247 | $2,641 | $6,264 | $4,983 | | Effective tax rate | 25.9% | 26.3% | 25.6% | 25.4% | - The increase in provision for income taxes reflected **higher pre-tax income** for both the second quarter and first half of 2021[206](index=206&type=chunk) - The **40 basis point decrease** in the effective tax rate in Q2 2021 was primarily due to the true-up of low-income tax credits[206](index=206&type=chunk) [FINANCIAL CONDITION SUMMARY](index=43&type=section&id=FINANCIAL%20CONDITION%20SUMMARY) This section summarizes the company's financial condition, highlighting an increase in total assets driven by investment securities purchases and deposit inflows. It details changes in cash, investment portfolio composition, loan balances (affected by PPP forgiveness), and liabilities. Capital adequacy remains strong, exceeding regulatory requirements, and liquidity is robust, supported by core deposits and available credit lines [Cash, Cash Equivalents and Restricted Cash](index=43&type=section&id=Cash%2C%20Cash%20Equivalents%20and%20Restricted%20Cash) Total cash, cash equivalents, and restricted cash increased to $257.5 million at June 30, 2021, from $200.3 million at December 31, 2020, mainly due to SBA PPP loan forgiveness and increased deposits Cash, Cash Equivalents and Restricted Cash (in thousands) | Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------- | :------------ | :---------------- | | Cash, cash equivalents and restricted cash | $257,543 | $200,320 | - The increase was mainly due to **SBA PPP loan forgiveness** and an **increase in deposits**[208](index=208&type=chunk) [Investment Securities](index=43&type=section&id=Investment%20Securities) The investment securities portfolio grew by $185.6 million to $687.0 million at June 30, 2021, primarily from $244.7 million in purchases to deploy excess cash. The fair value of available-for-sale securities decreased by $6.3 million due to higher interest rates Total Investment Securities (in thousands) | Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------- | :------------ | :---------------- | | Total investment securities | $687,001 | $501,387 | - The increase was primarily due to **$244.7 million** in purchases to deploy excess cash into interest-earning assets[209](index=209&type=chunk) - The fair value of available-for-sale securities decreased **$6.3 million** due to the higher interest rate environment[209](index=209&type=chunk) - The largest concentrations of obligations of state and political subdivisions outside of California are in **Texas (51.0%)**, **Washington (16.0%)**, and **Maryland (5.7%)**[213](index=213&type=chunk) [Loans](index=44&type=section&id=Loans) Total loans decreased by $85.8 million to $2.003 billion at June 30, 2021, mainly due to a $43.3 million net decrease in PPP loans. New non-PPP loan originations of $69.1 million were offset by $95.4 million in payoffs and a $34.8 million decrease in line utilization Loans, at amortized cost (in thousands) | Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------- | :------------ | :---------------- | | Loans, at amortized cost | $2,002,767 | $2,088,556 | - The decrease was primarily due to SBA PPP loans, which totaled **$248.3 million** at June 30, 2021, down from **$291.6 million** at December 31, 2020[215](index=215&type=chunk) - New non-PPP related loan originations totaled **$69.1 million**, but were offset by **$95.4 million** in payoffs and a **$34.8 million** decrease in line utilization[215](index=215&type=chunk) - As of July 31, 2021, **6 borrowing relationships** with **9 loans** totaling **$43.4 million** were still benefiting from payment relief[218](index=218&type=chunk) [Liabilities](index=45&type=section&id=Liabilities) Total liabilities increased by $171.5 million to $2.725 billion, driven by a $179.3 million increase in deposits. Non-interest bearing deposits grew by $105.4 million and represented 54.4% of total deposits. The cost of average deposits decreased to 0.07% in Q2 and H1 2021 Liabilities (in thousands) | Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------- | :------------ | :---------------- | | Total liabilities | $2,725,169 | $2,553,673 | | Total deposits | $2,683,575 | $2,504,249 | | Non-interest bearing deposits | $1,460,076 | $1,354,650 | - Deposits increased **$179.3 million**, primarily from PPP loan proceeds and normal fluctuations in large commercial accounts[219](index=219&type=chunk) - Non-interest bearing deposits represented **54.4%** of total deposits at June 30, 2021, up from **54.1%** at December 31, 2020[219](index=219&type=chunk) - The cost of average deposits decreased by **2 basis points** in Q2 2021 and **8 basis points** in H1 2021 compared to the prior year periods, reaching **0.07%**[219](index=219&type=chunk) [Capital Adequacy](index=45&type=section&id=Capital%20Adequacy) Bancorp and the Bank maintained capital ratios above well-capitalized regulatory requirements. The redemption of the subordinated debenture in March 2021 reduced Bancorp's total risk-based capital ratio by approximately 18 basis points. Bancorp is not subject to separate minimum capital requirements as a Small Bank Holding Company - All capital ratios for both Bancorp and the Bank **exceeded well-capitalized regulatory requirements** at June 30, 2021[221](index=221&type=chunk) Capital Ratio (Bancorp) | Capital Ratio (Bancorp) | June 30, 2021 | December 31, 2020 | | :---------------------- | :------------ | :---------------- | | Total Capital | 15.53% | 16.03% | | Tier 1 Capital | 14.54% | 14.82% | | Common Equity Tier 1 | 14.54% | 14.69% | - The redemption of the subordinated debenture on **March 15, 2021**, reduced Bancorp's total risk-based capital ratio by approximately **18 basis points**[223](index=223&type=chunk) - Bancorp is not subject to separate minimum capital requirements as a Small Bank Holding Company due to the increased asset threshold to **$3.0 billion**[222](index=222&type=chunk) [Liquidity](index=46&type=section&id=Liquidity) The company maintains a strong liquidity position through liquid assets, formal lines of credit, and a robust core deposit base. Key liquidity sources in 2021 included increased deposits and loan collections, while significant uses were investment securities purchases and stock repurchases. Management anticipates adequate liquidity to fund operations and commitments - Liquidity is managed by maintaining liquid assets and formal lines of credit with FHLB, FRBSF, and correspondent banks[226](index=226&type=chunk) - The most significant source of liquidity in 2021 was a **$179.3 million increase in deposits**, primarily from PPP borrower-related accounts[230](index=230&type=chunk) - Significant uses of liquidity included **$244.7 million** in investment securities purchased and **$19.7 million** in common stock repurchases[231](index=231&type=chunk) - Undrawn credit commitments totaled **$571.7 million** at June 30, 2021, expected to be funded through loan repayments, deposit growth, and liquid assets[232](index=232&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosure about Market Risk](index=47&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company actively manages interest rate risk, a significant form of market risk, to minimize its impact on net interest margin, earnings, and capital. It uses interest rate swap contracts as fair value hedges and employs simulation models to measure and evaluate risk exposure against Board-established limits. At June 30, 2021, interest rate risk was within policy guidelines - Interest rate risk is managed to minimize exposure to net interest margin, earnings, and capital, with the objective of correlating the effects of interest rate changes on assets and liabilities[234](index=234&type=chunk)[235](index=235&type=chunk) - Interest rate swap contracts are used as **fair value hedges** to mitigate changes in the fair value of long-term fixed-rate loans caused by interest rate fluctuations[236](index=236&type=chunk) Estimated Change in Net Interest Income from Interest Rate Changes | Immediate Changes in Interest Rates (in basis points) | Estimated Change in Net Interest Income in Year 1, as percent of Net Interest Income | | :---------------------------------------------------- | :----------------------------------------------------------------------------------- | | up 400 | 9.1% | | up 300 | 6.9% | | up 200 | 4.6% | | up 100 | 2.2% | | down 100 | (1.9)% | - At June 30, 2021, interest rate risk was **within policy guidelines** established by ALCO and the Board[237](index=237&type=chunk) [ITEM 4. Controls and Procedures](index=48&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2021. There were no significant changes that materially affected internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were **effective** as of June 30, 2021[240](index=240&type=chunk) - No significant changes materially affected internal control over financial reporting during the quarter ended June 30, 2021[241](index=241&type=chunk) [PART II OTHER INFORMATION](index=49&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [ITEM 1. Legal Proceedings](index=49&type=section&id=ITEM%201.%20Legal%20Proceedings) The company refers to previous disclosures regarding legal proceedings, indicating no material adverse effects on financial condition or results of operations from pending legal actions - Management is not aware of any pending legal proceedings that will have a **material adverse effect** on the financial condition or results of operations[137](index=137&type=chunk) [ITEM 1A. Risk Factors](index=49&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2020 Form 10-K - **No material changes** from the risk factors previously disclosed in the 2020 Form 10-K[244](index=244&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period. The company completed its $25.0 million share repurchase program in May 2021, repurchasing 297,935 shares for $10.7 million in Q2 2021. A new $25.0 million share repurchase program was approved on July 16, 2021 - No unregistered sales of equity securities occurred during the reporting period[245](index=245&type=chunk) - The **$25.0 million** share repurchase program, approved on **January 24, 2020**, was completed in **May 2021**[246](index=246&type=chunk) Share Repurchase Program Activity | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--------------- | :------------------------------- | :--------------------------- | | April 1-30, 2021 | 130,680 | $36.63 | | May 1-31, 2021 | 167,255 | $35.58 | | June 1-30, 2021 | — | — | | Total | 297,935 | $36.04 | - A new share repurchase program of up to **$25.0 million** was approved on **July 16, 2021**, through July 31, 2023[247](index=247&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=49&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - No defaults upon senior securities[248](index=248&type=chunk) [ITEM 4. Mine Safety Disclosures](index=49&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[248](index=248&type=chunk) [ITEM 5. Other Information](index=49&type=section&id=ITEM%205.%20Other%20Information) No other information is reported under this item - None[248](index=248&type=chunk) [ITEM 6. Exhibits](index=50&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed as part of the report or incorporated by reference, including the merger agreement, articles of incorporation, bylaws, various stock plans, indemnification agreements, employment agreements, and certifications - Includes the **Agreement to Merge and Plan of Reorganization**, **Articles of Incorporation**, **Bylaws**, various stock plans (**Employee Stock Ownership Plan**, **Employee Stock Purchase Plan**, **Equity Plan**, **Director Stock Plan**), and employment agreements[251](index=251&type=chunk) - Certifications by the Principal Executive Officer and Principal Financial Officer (pursuant to Sarbanes-Oxley Act of 2002) are filed[251](index=251&type=chunk) [SIGNATURES](index=51&type=section&id=SIGNATURES) The report is duly signed on August 5, 2021, by Russell A. Colombo (Chief Executive Officer), Tani Girton (Executive Vice President & Chief Financial Officer), and David A. Merck (Vice President & Financial Reporting Manager) - The report was signed on **August 5, 2021**, by **Russell A. Colombo** (CEO), **Tani Girton** (EVP & CFO), and **David A. Merck** (VP & Financial Reporting Manager)[253](index=253&type=chunk)

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 ...

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, 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) | --- | ...

Financial Data and Key Metrics Changes - The company reported a net income of $8.9 million for Q1 2021, with diluted earnings per share of $0.66, exceeding results from both the prior quarter and Q1 2020 [5] - Total deposits grew by $152 million to $2.7 billion, with noninterest-bearing deposits comprising 54% of total deposits [7] - The total risk-based capital ratio was 15.7% at March 31, well above regulatory requirements [7] Business Line Data and Key Metrics Changes - The loan portfolio grew modestly to $2.1 billion, reflecting a 15% increase year-over-year, driven by new loan origination and participation in the SBA's Paycheck Protection Program (PPP) [6] - The company funded $25 million in new PPP loans during the quarter, with a total of $127 million funded as of April 15 [7] Market Data and Key Metrics Changes - The Greater Sacramento region is projected to see population and household income growth exceeding national estimates by 2026, making it an attractive market for business growth [13] - The merger with American River Bank positions the company to become a $4 billion bank, enhancing its presence in Northern California [9] Company Strategy and Development Direction - The acquisition of American River Bank is seen as a strategic fit, allowing the company to expand its franchise and improve efficiency in a low-interest-rate environment [5][9] - The merger is expected to generate 14% accretion to 2022 earnings and a 15% internal rate of return, with a focus on maintaining strong credit quality and customer service [10][18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the economic outlook and the potential for growth, particularly in the Sacramento and Sonoma markets [30][32] - The company anticipates that the integration of American River Bank will provide opportunities for growth and expansion in new markets [36][42] Other Important Information - The company reversed $2.9 million in provisions for credit losses on loans, indicating improved credit quality [6] - A cash dividend of $0.23 per share was declared, marking the 64th consecutive quarterly dividend [8] Q&A Session Summary Question: Margin impact and core margin numbers - Management indicated that the Q1 margin was only affected by 1 basis point from PPP, with Q4 impacted by 13 basis points due to lack of forgiveness [19][20] Question: Cost savings from the merger - The company expects 35% cost savings from the merger, primarily from branch overlaps and administrative efficiencies [24] Question: Growth pipeline and loan demand - The pipeline is improving, but loan demand remains relatively weak, with ongoing deleveraging attitudes observed [30] Question: Fee income opportunities - Management noted that fee waivers during the pandemic negatively impacted fee income, but they expect a resurgence as fees are reinstated [34] Question: Future M&A considerations - The company is open to further M&A opportunities post-integration, particularly in the Sacramento market [36] Question: Reserve levels and economic forecasts - Management indicated that reserves would likely diminish as the economy improves, but specific estimates were not provided [37] Question: Integration and branding post-merger - The company plans to maintain the American River Bank branding during integration but may consider rebranding to Bank of Marin in the long term [52]

Part I [Business](index=6&type=section&id=ITEM%201.%20BUSINESS) Bank of Marin Bancorp operates as a commercial bank through its subsidiary, serving businesses and professionals in the San Francisco Bay Area - Bank of Marin Bancorp operates through its sole subsidiary, Bank of Marin, with **25 offices** across seven Bay Area counties serving small to medium-sized businesses and professionals[20](index=20&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk) - The bank offers a comprehensive suite of services including commercial and retail lending, deposit accounts, and Wealth Management and Trust Services[23](index=23&type=chunk)[24](index=24&type=chunk) - In its primary market of Marin County, the bank holds the **third-largest market share** of total deposits at **12.3%** as of June 30, 2020[31](index=31&type=chunk) - As of December 31, 2020, the company employed **289 full-time equivalent staff**[31](index=31&type=chunk) - In response to the COVID-19 pandemic, the company implemented remote work, enhanced safety protocols, and maintained regular pay for all staff with **no layoffs**[36](index=36&type=chunk)[38](index=38&type=chunk) - The company is extensively regulated by federal and state agencies, including the Federal Reserve, FDIC, and California's DFPI[39](index=39&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) [Risk Factors](index=14&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from the COVID-19 pandemic, credit concentration, interest rate fluctuations, and cybersecurity threats - The COVID-19 pandemic poses a significant risk, potentially leading to **increased loan delinquencies** and **net interest margin compression**[74](index=74&type=chunk) - The company has significant credit risk, with **77% of its loans secured by real estate** and a CRE loan concentration of **314% of total risk-based capital**, exceeding regulatory guidance[95](index=95&type=chunk)[97](index=97&type=chunk) - Lending is focused on small to medium-sized businesses, which may have fewer resources to withstand economic downturns[92](index=92&type=chunk) - Earnings are highly dependent on net interest income and are vulnerable to the **prolonged low interest rate environment**[104](index=104&type=chunk)[106](index=106&type=chunk) - The company faces risks related to the planned cessation of LIBOR after 2021, affecting a small number of loans and all interest rate swap agreements[115](index=115&type=chunk)[116](index=116&type=chunk) - Operational risks include potential cybersecurity breaches, adapting to technological changes, and reliance on third-party vendors for critical functions[117](index=117&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) [Unresolved Staff Comments](index=23&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved comments from the staff of the Securities and Exchange Commission - There are no unresolved staff comments[126](index=126&type=chunk) [Properties](index=23&type=section&id=ITEM%202.%20PROPERTIES) The company leases all of its physical locations, including its corporate headquarters and branch facilities - The company leases its corporate headquarters and all branch and office facilities[126](index=126&type=chunk) [Legal Proceedings](index=23&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Information regarding legal proceedings is incorporated by reference from the Consolidated Financial Statements - For information on litigation matters, refer to Note 12, Commitment and Contingencies[127](index=127&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[128](index=128&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on Nasdaq, and it maintains an active share repurchase program that was reactivated in late 2020 - The company's common stock is traded on the Nasdaq Capital Market under the symbol **BMRC**, with **13,359,479 shares outstanding** as of February 28, 2021[8](index=8&type=chunk)[131](index=131&type=chunk) - A new Share Repurchase Program was approved in January 2020, allowing for the repurchase of up to **$25.0 million** of common stock through February 28, 2022[137](index=137&type=chunk) 2020 Share Repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value That May yet Be Purchased Under the Program (in thousands) | | :--- | :--- | :--- | :--- | | January 1-31, 2020 | 13,283 | $44.42 | $2,376 | | February 1-28, 2020 | 20,855 | $42.17 | $1,495 | | March 1-31, 2020 | 58,526 | $30.00 | $23,241 | | October 1-30, 2020 | 100 | $30.00 | $23,238 | | November 1-30, 2020 | 44,815 | $34.73 | $21,680 | | December 1-31, 2020 | 66,130 | $36.48 | $19,264 | | **Total** | **203,709** | **$35.33** | **$19,264** | [Selected Financial Data](index=26&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) A five-year summary shows asset growth in 2020, but a decline in net income, EPS, and net interest margin compared to 2019 Selected Financial Highlights (2019 vs. 2020) | Metric (in thousands, except per share data) | 2020 | 2019 | | :--- | :--- | :--- | | Total assets | $2,911,926 | $2,707,280 | | Loans, net | $2,065,682 | $1,826,609 | | Deposits | $2,504,249 | $2,336,489 | | Stockholders' equity | $358,253 | $336,788 | | Net interest income | $96,659 | $95,680 | | Net income | $30,242 | $34,241 | | Diluted EPS | $2.22 | $2.48 | | Return on average assets | 1.04% | 1.34% | | Return on average equity | 8.60% | 10.49% | | Tax-equivalent net interest margin | 3.55% | 3.98% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Net income declined in 2020 due to a higher credit loss provision and margin compression, despite strong loan and deposit growth [Executive Summary](index=29&type=section&id=Executive%20Summary) Earnings declined in 2020 due to a lower net interest margin and pandemic-related provisions, despite strong loan and deposit growth Key Performance Indicators (2020 vs. 2019) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net Income | $30.2 million | $34.2 million | | Diluted EPS | $2.22 | $2.48 | | Total Loan Growth | 13% | - | | Deposit Growth | 7% | - | | Net Interest Margin | 3.55% | 3.98% | | Return on Assets | 1.04% | 1.34% | | Return on Equity | 8.60% | 10.49% | - The bank originated over 1,800 PPP loans totaling **$291.6 million** outstanding at year-end, supporting nearly 28,000 employees[161](index=161&type=chunk)[164](index=164&type=chunk) - Of the $402.9 million in loans granted payment relief, **$71.0 million remained on additional relief programs** as of December 31, 2020[165](index=165&type=chunk)[166](index=166&type=chunk) [Results of Operations](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) Net interest income rose slightly, but a compressed margin and a surged credit loss provision drove lower overall profitability in 2020 - Net interest income increased by $1.0 million to $96.7 million, but the tax-equivalent net interest margin **decreased 43 basis points to 3.55%**[175](index=175&type=chunk) - The provision for credit losses **increased significantly to $4.6 million** in 2020 from $900 thousand in 2019, due to the pandemic and CECL adoption[182](index=182&type=chunk) - Non-interest income decreased by $534 thousand to $8.6 million, primarily due to a **$551 thousand decline in waived service charges**[184](index=184&type=chunk) - Non-interest expense increased by $2.1 million to $60.0 million, driven by a **$1.4 million provision for unfunded loan commitments** and higher charitable contributions[190](index=190&type=chunk)[191](index=191&type=chunk) [Financial Condition](index=35&type=section&id=FINANCIAL%20CONDITION) Total assets grew to $2.91 billion, driven by PPP loans and deposit growth, while the allowance for credit losses increased due to CECL - The investment securities portfolio **decreased by $79.3 million (14%)** during 2020 to $482.1 million[204](index=204&type=chunk) - Total loans **increased by $245.3 million (13%)** to $2.089 billion, driven by **$291.6 million in SBA PPP loans**[210](index=210&type=chunk) - The allowance for credit losses to total loans **increased to 1.10%** from 0.90% in 2019, reflecting CECL adoption and the pandemic's impact[224](index=224&type=chunk) - Non-performing assets **increased to $9.2 million** from $226 thousand in 2019, primarily due to two TDR loans placed on non-accrual status[232](index=232&type=chunk)[233](index=233&type=chunk) - Total deposits **grew by $167.8 million to $2.504 billion**, with non-interest bearing deposits constituting 54% of the total[242](index=242&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk, with simulation models indicating an asset-sensitive position benefiting from rising rates - The company's primary market risk is interest rate risk, managed by the Asset Liability Management Committee (ALCO)[272](index=272&type=chunk)[273](index=273&type=chunk) Estimated Change in Net Interest Income (NII) from Immediate Rate Changes | Rate Change (bps) | Estimated Change in NII (Year 1) | Estimated Change in NII (Year 2) | | :--- | :--- | :--- | | up 400 | 8.9% | 23.3% | | up 300 | 6.7% | 17.6% | | up 200 | 4.4% | 11.3% | | up 100 | 1.8% | 4.6% | | down 100 | (1.2)% | (2.3)% | [Financial Statements and Supplementary Data](index=51&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section includes audited financial statements, with the adoption of the CECL accounting standard noted as a critical audit matter - The independent auditor's report provides an **unqualified opinion** on the financial statements and internal controls[280](index=280&type=chunk) - The adoption of the **CECL accounting standard (ASC Topic 326)** is identified as a Critical Audit Matter due to its subjectivity[281](index=281&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total Assets | $2,911,926 | $2,707,280 | | Loans, net | $2,065,682 | $1,826,609 | | Total Deposits | $2,504,249 | $2,336,489 | | Total Liabilities | $2,553,673 | $2,370,492 | | Total Stockholders' Equity | $358,253 | $336,788 | Consolidated Income Statement Highlights (in thousands) | Account | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net Interest Income | $96,659 | $95,680 | $91,544 | | Provision for Credit Losses | $4,594 | $900 | $0 | | Non-interest Income | $8,550 | $9,084 | $10,139 | | Non-interest Expense | $60,028 | $57,970 | $58,266 | | Net Income | $30,242 | $34,241 | $32,622 | [Note 1: Summary of Significant Accounting Policies](index=61&type=section&id=Note%201%3A%20Summary%20of%20Significant%20Accounting%20Policies) The company adopted the CECL standard on December 31, 2020, resulting in a $1.2 million after-tax reduction to retained earnings - The company adopted the **CECL standard (ASC 326)** effective December 31, 2020, replacing the incurred loss model[312](index=312&type=chunk)[313](index=313&type=chunk) Impact of CECL Adoption (Pre-Tax) | Item | Cumulative Transition Adjustment (to Retained Earnings) | Impact on Q4 2020 Net Income | | :--- | :--- | :--- | | Allowance for Credit Losses on Loans | ($1,604 thousand) | $856 thousand (reversal of provision) | | Allowance for Unfunded Commitments | ($122 thousand) | ($960 thousand) (provision) | [Note 3: Loans and Allowance for Credit Losses](index=78&type=section&id=Note%203%3A%20Loans%20and%20Allowance%20for%20Credit%20Losses) The loan portfolio grew to $2.09 billion driven by PPP loans, while the allowance for credit losses increased to $22.9 million - The increase in commercial and industrial loans was primarily due to **$291.6 million in PPP loans** originated under the CARES Act[418](index=418&type=chunk)[419](index=419&type=chunk)[422](index=422&type=chunk) - The allowance for credit losses rollforward shows a beginning balance of $16.7 million, a **$1.6 million CECL adjustment**, a $4.6 million provision, and an ending balance of $22.9 million[449](index=449&type=chunk) - Total Troubled Debt Restructurings (TDRs) were **$12.5 million** at year-end, with **$71.0 million** in loans remaining on pandemic-related payment relief[443](index=443&type=chunk)[445](index=445&type=chunk) [Note 8: Stockholders' Equity and Stock Plans](index=87&type=section&id=Note%208%3A%20Stockholders'%20Equity%20and%20Stock%20Plans) The company paid $12.5 million in dividends and repurchased $7.2 million of stock under its authorized program in 2020 - The company has several equity compensation plans, including the 2017 Equity Plan, 2020 Director Stock Plan, and an Employee Stock Purchase Plan (ESPP)[472](index=472&type=chunk)[473](index=473&type=chunk)[474](index=474&type=chunk) - Dividend payments from the Bank to the Bancorp are restricted, with **$30.6 million** available for dividend payment as of December 31, 2020[488](index=488&type=chunk) - In 2020, the company **repurchased 203,709 shares for a total of $7.2 million** under its share repurchase program[496](index=496&type=chunk) Cash Dividends Paid | Year | Total (in thousands) | Per Common Share | | :--- | :--- | :--- | | 2020 | $12,506 | $0.92 | | 2019 | $10,958 | $0.80 | | 2018 | $8,860 | $0.64 | [Note 15: Regulatory Matters](index=100&type=section&id=Note%2015%3A%20Regulatory%20Matters) The company and its bank subsidiary exceeded all minimum capital requirements to be considered "well capitalized" as of year-end 2020 - Both the Bancorp and the Bank were categorized as **well capitalized** under the regulatory framework as of December 31, 2020[547](index=547&type=chunk) Bank Capital Ratios as of December 31, 2020 | Capital Ratio | Actual Ratio | Well Capitalized Threshold | | :--- | :--- | :--- | | Total Capital (to risk-weighted assets) | 15.80% | ≥ 10.00% | | Tier 1 Capital (to risk-weighted assets) | 14.59% | ≥ 8.00% | | Tier 1 Capital (to average assets) | 10.64% | ≥ 5.00% | | Common Equity Tier 1 (to risk-weighted assets) | 14.59% | ≥ 6.50% | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=105&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reported no disagreements with its accountants on any matter of accounting or financial disclosure - None reported[563](index=563&type=chunk) [Controls and Procedures](index=105&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - The CEO and CFO concluded that **disclosure controls and procedures were effective** as of the end of the reporting period[564](index=564&type=chunk) - Management concluded that the company maintained **effective internal control over financial reporting** as of December 31, 2020[565](index=565&type=chunk) - During the fourth quarter of 2020, new and modified controls were implemented as part of the **adoption of the CECL accounting standard**[569](index=569&type=chunk) [Other Information](index=106&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reported no other information for this item - None[571](index=571&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=106&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[571](index=571&type=chunk) [Executive Compensation](index=106&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Required information regarding executive compensation is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[572](index=572&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=106&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Required information is incorporated by reference from this report and the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[573](index=573&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=106&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[574](index=574&type=chunk) [Principal Accountant Fees and Services](index=106&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Required information regarding accountant fees is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference from the Proxy Statement for the 2021 Annual Meeting of Shareholders[575](index=575&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=107&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements and exhibits filed as part of the Form 10-K report - Lists the financial statements filed under Item 8 and specifies that all financial statement schedules have been omitted[578](index=578&type=chunk)[579](index=579&type=chunk) - Provides a list of exhibits filed with the report or incorporated by reference, including corporate governance documents and SEC certifications[582](index=582&type=chunk) [Form 10-K Summary](index=108&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company indicates that no Form 10-K summary is provided - None[583](index=583&type=chunk)