0001403475FALSEFY202300014034752024-01-252024-01-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 25, 2024

Commission File Number  001-33572
Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)
California  
 20-8859754
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)
   
504 Redwood Blvd., Suite 100, Novato, CA 
 94947
(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520

Not Applicable
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, no par value and attached Share Purchase RightsBMRCThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 






Section 2 - Financial Information

Item 2.02    Results of Operations and Financial Condition

On January 29, 2024, Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, released its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is included as Exhibit 99.1.


Section 8 - Other Events

Item 8.01     Other Events
    
In the press release, Bancorp announced that on January 25, 2024, its Board of Directors approved a quarterly cash dividend of $0.25 per share. The cash dividend is payable on February 15, 2024, to shareholders of record at the close of business on February 8, 2024.

A copy of the press release is attached to this report as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits


Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.
Exhibit No.
Description    
Page Number
99.11-13
99.2









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:January 29, 2024BANK OF MARIN BANCORP
By:/s/ Tani Girton
Tani Girton
Executive Vice President
and Chief Financial Officer




EXHIBIT 99.1
bankofmarinbancorplogoa22.jpg
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Yahaira Garcia-Perea
Marketing & Corporate Communications Manager
916-823-7214 | YahairaGarcia-Perea@bankofmarin.com

BANK OF MARIN BANCORP REPORTS FOURTH QUARTER AND FULL YEAR 2023 EARNINGS
PROACTIVE BALANCE SHEET AND CREDIT RISK MANAGEMENT
NOVATO, CA, January 29, 2024 - Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, "Bank," today announced earnings of $610 thousand for the fourth quarter of 2023, compared to $5.3 million for the third quarter of 2023. Diluted earnings per share were $0.04 for the fourth quarter of 2023, compared to $0.33 for the prior quarter. Full year 2023 earnings were $19.9 million, compared to $46.6 million for 2022.  Diluted earnings per share were $1.24 and $2.92 for the years ended December 31, 2023 and December 31, 2022, respectively. Major drivers of the decrease in fourth quarter earnings were a $5.9 million pretax net loss on the sale of investment securities in an unrealized loss position as part of our strategic balance sheet restructuring, which reduced net income by $4.2 million, or $0.26 per share, and an $875 thousand increase in the pre-tax credit loss provision, both of which are discussed in more detail below.

Concurrent with this release, Bancorp issued presentation slides providing supplemental information, some of which will be discussed during the fourth quarter 2023 earnings call. The earnings release and presentation slides are intended to be reviewed together and can be found online on Bank of Marin’s website at www.bankofmarin.com. under “Investor Relations.”

“We made meaningful progress on multiple important fronts during the fourth quarter. We sold securities and paid down borrowings in strategic moves that improved our net interest margin in the quarter and positioned the Bank for bolstered profitability in 2024,” said Tim Myers, President and Chief Executive Officer. “Our lending teams also drove improvement in originations, with yields significantly higher than those on loans paid off. While payoffs were elevated, the bulk of them were the result of deliberate credit risk management, successful construction project completions and asset sales. We continue to proactively manage and provision for credit risk, exiting certain loans, and preparing for a potential protracted period of commercial and real estate weakness. This is consistent with our conservative credit culture and long history of successfully managing risk exposure in our loan portfolio. We believe our asset quality is strong, with non-accrual loans at just 0.39% of total loans at quarter-end.”

Bancorp also provided the following highlights for the fourth quarter and year ended December 31, 2023:

The fourth quarter tax-equivalent net interest margin improved 5 basis points over the preceding quarter to 2.53% from 2.48% due to the reduction in borrowings and higher yields on loans and investments, partially offset by higher deposit rates.
The Bank sold $131.9 million in available-for-sale investment securities in the fourth quarter as part of a balance sheet restructuring, resulting in a net pretax loss of $5.9 million, as mentioned above. At the time, the sales proceeds were largely directed toward new loan originations and repayment of borrowings, which is expected to accelerate the improvement of the net interest margin over the coming quarters. Over the course of 2023, balance sheet restructuring activities included the sale of $214.5 million in available-for-sale securities, the sale of 10,439 shares of Visa Inc. Class B restricted common stock, and the execution of $101.8 million of fair value hedges. The securities sales benefited net interest income through higher interest earned on cash and loans and lower borrowing costs, while the hedges were designed to protect the fair value of the available-for-sale investment portfolio against further increases in the yield curve and have been accretive to net interest margin.
A $1.3 million provision for credit losses on loans in the fourth quarter brought the allowance for credit losses to 1.21% of total loans, compared to 1.16% as of September 30, 2023. The increase was due

1


primarily to specific allowances on loans with unique credit risk characteristics not indicative of pooled loans, as discussed further below.
Our loan portfolio continues to perform well, with classified loans at 1.56% of total loans. Non-owner-occupied commercial real estate loans made up $23.7 million, or 73%, of total classified loans as of December 31, 2023, compared to $23.6 million, or 59%, at September 30, 2023. The Bank continues to proactively identify and manage credit risk within the loan portfolio.
Non-accrual loans were 0.39% of total loans at quarter-end, up from 0.27% at September 30, 2023. The $2.3 million net increase is explained further below.
Loan balances of $2.074 billion at December 31, 2023, were down slightly from $2.087 billion at September 30, 2023, reflecting originations of $53.8 million and payoffs of $50.3 million. Originations were at rates averaging approximately 175 basis points above the rates on loans paid off during the quarter. Loan amortization from scheduled repayments, partially offset by the net increase in utilization of credit lines, reduced loan balances by $16.7 million during the quarter.
Total deposits decreased by $153.6 million to $3.290 billion as of December 31, 2023, from $3.444 billion as of September 30, 2023. Most of the decline was due to a combination of outflows related to planned business activities and seasonal fluctuations consistent with prior years. Additionally, some balance declines were associated with loan relationships exited during the quarter and we saw some customers move cash into alternative investments to capture higher returns, a portion of which was directed to our own wealth management group. Deposits have increased by as much as $104 million during January, which illustrates how normal fluctuations in our customers' operating accounts can affect daily balances and why we maintain high levels of on-balance-sheet and contingent liquidity. Non-interest bearing deposits declined to 43.8% of total deposits at December 31, 2023, compared to 47.7% at September 30, 2023. The increase in average cost of deposits decelerated to 21 basis points in the fourth quarter, from 0.94% to 1.15%, compared to a 25 basis point increase in the prior quarter. We believe we are appropriately competitive in regard to deposit pricing, given our relationship banking model that differentiates Bank of Marin with exceptional service. Balances in the reciprocal deposit network program decreased $59.8 million during the quarter to $423.5 million, and estimated uninsured deposits consisted of 28% of total deposits as of December 31, 2023. Customers continue to show interest in deposit networks for FDIC protection and traditional time deposit accounts, although activity for both has slowed from prior quarters.
Total borrowings decreased by $94.0 million to $26.0 million during the fourth quarter as a result of the balance sheet restructuring. Net available funding sources of $2.0 billion provided 213% coverage of an estimated $923.4 million in uninsured deposits as of December 31, 2023. Subsequent to year-end, borrowings net of cash have been zero since January 9th.
Return on average assets ("ROA") was 0.06% for the fourth quarter of 2023, compared to 0.52% for the prior quarter, and return on average equity ("ROE") was 0.57%, compared to 4.94% for the prior quarter. The efficiency ratio for the fourth quarter of 2023 was 91.94%, compared to 72.96% for the prior quarter of 2023.
All capital ratios were above well-capitalized regulatory requirements. The total risk-based capital ratios at December 31, 2023 for Bancorp and the Bank were 16.89% and 16.62%, respectively, compared to 16.56% and 16.13% at September 30, 2023. Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.73% at December 31, 2023, and the Bank's TCE ratio was 9.53%. While the Bank has no intention of selling its held-to-maturity securities, as of December 31, 2023, Bancorp's TCE ratio, net of after-tax unrealized losses on held-to-maturity securities as if the losses were realized, was 7.8% (refer to the discussion and reconciliation of this non-GAAP financial measure below).
The Board of Directors declared a cash dividend of $0.25 per share on January 25, 2024, which was the 75th consecutive quarterly dividend paid by Bancorp. The dividend is payable on February 15, 2024 to shareholders of record at the close of business on February 8, 2024.

“While fourth quarter earnings reflect the cost of restructuring the balance sheet, our pre-tax, pre-credit loss provision income would have been 4% higher than in the third quarter excluding the loss on sale of securities. Although the interest rate risk position is fairly neutral and would benefit from falling rates, we believe that the full effect of the restructuring combined with selective growth in loans and the natural repricing of the existing loan book

2


will continue to support net interest margin expansion,” said Tani Girton, Executive Vice President and Chief Financial Officer. “We will continue to look for opportunities to make incremental adjustments across our balance sheet and expense structure to enhance profitability and self-fund improvements in efficiency and organizational effectiveness. Our vigilant credit administration, consistent expense discipline, and commitment to strong capital and liquidity levels give us a strong foundation to continue pursuing prudent expansion in 2024.”

Loans and Credit Quality

Loans decreased by $13.2 million for the fourth quarter and totaled $2.074 billion as of December 31, 2023. Loan originations were $53.8 million for the fourth quarter of 2023, compared to $22.7 million in the prior quarter. The pipeline is growing with greater diversity in product and industry types. The commercial banking unit continues to look to add efficiencies to its business model through the consolidation of smaller offices and increased recruitment discussions with consistently high-achieving relationship bankers whose expertise includes outstanding credit acumen. A focus on owner-occupied commercial real estate is expected to drive new customer growth and, as a byproduct, deposits and private banking or wealth management service opportunities. While Bank of Marin has continued its steadfast conservative underwriting practices and has not changed its credit standards or policies in reaction to current market conditions, our portfolio management and credit teams are exercising heightened awareness of the potential for credit quality deterioration. The Bank continues to focus on extending credit within the markets within our footprint and serving the needs of our existing clients while ensuring new opportunities present the appropriate levels of risk and return.

Loan payoffs were $50.3 million for the fourth quarter of 2023, compared to $12.7 million for the prior quarter. The majority of the payoffs were a result of asset sales, cash payoffs, project completions, and purposeful relationship exits, all of which showcased the Bank's focus on credit quality and proactive engagement with customers. It should be noted that only a minimal amount was refinanced. In addition, $16.7 million of loan amortization from scheduled repayments, net of credit line utilization, contributed to the decline in loan balances for the quarter ended December 31, 2023.

Loans decreased $18.8 million in the year ended December 31, 2023, compared to a $163.1 million decrease in 2022. Loan originations were $144.1 million in 2023, compared to $240.2 million in 2022. Excluding PPP loans, payoffs were $107.1 million in 2023, compared to $258.5 million in 2022. PPP loan payoffs during 2023 and 2022 were $2.7 million and $107.7 million, respectively. In addition, loan amortization from scheduled repayments totaling $79.6 million was partially offset by a $26.5 million net increase in utilization of credit lines in 2023.

Non-accrual loans totaled $8.0 million, or 0.39% of the loan portfolio, at December 31, 2023, compared to $5.7 million, or 0.27%, at September 30, 2023. Three loans totaling $6.2 million moved to non-accrual status in the fourth quarter, including one unsecured commercial loan, one commercial loan secured by owner-occupied real estate, and one non-owner occupied commercial real estate loan. These increases were partially offset by the note sale of a $3.8 million owner-occupied agricultural commercial real estate loan to a third party, as discussed further below, and $223 thousand in payoffs and paydowns. Of the total non-accrual loans as of December 31, 2023, 66% were collateralized by real estate with no expected credit losses.

Classified loans totaled $32.3 million as of December 31, 2023, compared to $39.7 million as of September 30, 2023. The decrease of $7.4 million was due primarily to payoffs totaling $4.6 million, the partial charge-off from a note sale related to a $3.8 million owner-occupied agricultural commercial real estate loan, and paydowns of $267 thousand, partially offset by the downgrade to substandard of one commercial loan secured by owner-occupied real estate totaling $1.3 million. Accruing loans past due 30 to 89 days totaled $1.0 million at December 31, 2023, compared to $2.2 million at September 30, 2023.

Loans designated special mention, which are not considered adversely classified, increased by $22.8 million to $135.2 million as of December 31, 2023, from $112.4 million as of September 30, 2023. The increase was largely due to $26.2 million in downgrades from pass risk ratings, 98% of which are real estate secured, offset by $1.9 million in net paydowns and payoffs, $1.3 million in downgrades from special mention to substandard, and $188 thousand in upgrades to pass risk rating.

With the heightened market concern about non-owner-occupied commercial real estate, and in particular the office sector, we are providing the following additional information. We continue to maintain diversity among property types and within our geographic footprint. In particular, our office commercial real estate portfolio in the City of San Francisco represents just 3% of our total loan portfolio and 6% of our total non-owner-occupied commercial real estate portfolio. As of the last measurement period, the weighted average loan-to-value and weighted average

3


debt-service coverage ratios for the entire non-owner-occupied office portfolio were 59% and 1.60x, respectively. For the thirteen non-owner-occupied office loans in the City of San Francisco, the weighted average loan-to-value and debt-service coverage ratios were 67% and 1.00x, respectively. During the fourth quarter, we conducted a review of the refinance risk in our non-owner-occupied commercial real estate portfolio, the results of which can be seen in our earnings presentation. We evaluated 70 loans with commitments of $1.0 million or more, totaling $184.1 million, that mature or reprice in 2024 and 2025. We determined that the refinance risk on these loans is manageable with weighted average debt service coverage ratios ranging from 1.52 to 1.69 times for maturities and from 1.20 to 1.59 times for repricings based on current market interest rates.

Net charge-offs for the fourth quarter of 2023 totaled $387 thousand, compared to net recoveries of $3 thousand in the prior quarter. The ratio of allowance for credit losses to loans was 1.21% at December 31, 2023, compared to 1.16% at September 30, 2023.

The provision for credit losses on loans for the fourth quarter was $1.3 million, compared to $425 thousand for the prior quarter. The fourth quarter provision was due primarily to $1.4 million in specific allowances related to three non-owner-occupied commercial real estate loans and one commercial loan that have exhibited certain credit risk characteristics over time not indicative of pooled loans. Of the specific allowances, $817 thousand was related to two non-owner-occupied commercial real estate loans with existing substandard risk ratings and collateral valuation issues caused by persistently higher than average vacancy rates. In addition, $601 thousand was related to one unsecured commercial loan and one non-owner-occupied commercial real estate loan that were placed on non-accrual status during the fourth quarter, where the estimated credit losses were derived using either discounted expected cash flows or adjusted collateral values and loss rates. A large portion of these specific allowances was previously recognized in the quantitative and qualitative estimated credit losses for pooled loans and shifted to the allowance for individually evaluated loans in the fourth quarter. Other elements of the provision included a $406 thousand loss on the note sale of an owner-occupied agricultural commercial real estate loan to an unrelated third party that was charged to the allowance concurrent with the sale, a decrease in loans, and a stable California unemployment rate forecast for the next four quarters. Net adjustments to qualitative factors in the fourth quarter did not materially affect the provision.

There was no provision for credit losses on unfunded loan commitments for either the fourth quarter of 2023 or the prior quarter.

Cash, Cash Equivalents and Restricted Cash

Total cash, cash equivalents and restricted cash were $30.5 million at December 31, 2023, compared to $123.1 million at September 30, 2023. The $92.7 million reduction was a component of the balance sheet restructuring strategy.

Investments

The investment securities portfolio totaled $1.477 billion at December 31, 2023, a decrease of $116.7 million from September 30, 2023. The decrease in the fourth quarter of 2023 was primarily the result of sales of $131.9 million of available-for-sale securities, principal repayments totaling $18.7 million, and $1.0 million in net amortization, offset by a $34.8 million decrease in pre-tax unrealized losses on available-for-sale investment securities. The year-over-year decrease of $297.1 million was due to sales of $214.5 million of available-for-sale securities, maturities, calls, and principal repayments totaling $106.5 million, and $5.2 million in net amortization, partially offset by a $29.1 million decrease in pre-tax unrealized losses on investment securities. Both the available-for-sale and held-to-maturity portfolios are eligible for pledging to either the FHLB or the Federal Reserve as collateral for borrowings. The portfolios are comprised of high-credit quality investments with average effective durations of 4.37 on available-for-sale securities and 5.72 on held-to-maturity securities. Both portfolios generated cash flows monthly from interest, principal amortization and payoffs, which support the Bank's liquidity, totaling $28.0 million and $41.1 million in the fourth and third quarters of 2023, respectively.

Deposits

Deposits totaled $3.290 billion at December 31, 2023, compared to $3.444 billion at September 30, 2023, and $3.573 billion at December 31, 2022. The decline in deposits was mostly due to seasonal and planned year-end business activities or unique events, such as payroll, profit-sharing, partner and trust distributions, substantial year-end vendor payments, and traditional business expenses. Non-interest bearing deposits made up 43.8% of total deposits as of December 31, 2023, compared to 47.7% as of September 30, 2023. The decline in non-interest-

4


bearing deposits aligns with the changes in total deposits during the quarter. Money market balances increased from 31.7% to 34.6%, and time deposits increased from 6.7% to 7.6% of total deposits.

Although we have experienced growth and movement in both money market accounts and time deposits, all activity was a result of relationship pricing, the current rate environment, and customer behaviors, as opposed to CD specials or blanket rate adjustments. We continue our disciplined and focused approach to relationship management and customer outreach, adding nearly 1,300 new accounts during the fourth quarter, totaling over 5,000 in 2023. In the fourth quarter, 29% of our new accounts represented new relationships, bringing total new relationships to over 1,600 for 2023. Trends in deposit networks, as well as new account activity, demonstrate increased customer confidence, as compared to early 2023.

While we saw a decline in deposits overall in the fourth quarter and for the year 2023, deposits were up $39.5 million since the events that led to the failure of a few regional banks at the end of the first quarter of 2023 and we continue to execute our business model without the utilization of brokered deposits. As of December 31, 2023, 59% of deposit balances were held in business accounts with average balances of $120 thousand per account. The remaining 41% were consumer accounts with average balances of $41 thousand per account. The largest depositor represented 1.7% of total deposits and the combined four largest depositors represented 4.6% of total deposits. Our liquidity policies require that compensating cash or investment security balances be held against concentrations over a certain level.

Borrowing and Liquidity

At December 31, 2023, the Bank had $26.0 million in outstanding borrowings, a reduction of $94.0 million from $120.0 million at September 30, 2023, and $86.0 million from $112.0 million at December 31, 2022. The quarterly decrease was the result of the balance sheet restructuring discussed above. Net available funding sources, including unrestricted cash, unencumbered available-for-sale securities, and total available borrowing capacity, were $1.967 billion, or 60% of total deposits and 213% of estimated uninsured and/or uncollateralized deposits as of December 31, 2023. The Federal Reserve's Bank Term Funding Program ("BTFP") facility offers borrowing capacity based on the par values of securities pledged, making the funds available less sensitive to changes in market rates.

The following table details the components of our contingent liquidity sources as of December 31, 2023.

(in millions)
Total AvailableAmount UsedNet Availability
Internal Sources
Unrestricted cash 1
$13.5 
N/A
$13.5 
Unencumbered securities at market value501.7 
N/A
501.7 
External Sources
FHLB line of credit1,009.0 $— 1,009.0 
FRB line of credit and BTFP facility
334.2 (26.0)308.2 
Lines of credit at correspondent banks135.0 — 135.0 
Total Liquidity$1,993.4 $(26.0)$1,967.4 
1 Excludes cash items in transit as of December 31, 2023.
Note: Brokered deposits available through third-party networks are not included above.

Capital Resources

The total risk-based capital ratio for Bancorp was 16.89% at December 31, 2023, compared to 16.56% at September 30, 2023. The total risk-based capital ratio for the Bank was 16.62% at December 31, 2023, compared to 16.13% at September 30, 2023.

Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.7% at December 31, 2023, compared to 8.6% at September 30, 2023. The TCE ratio increased quarter over quarter as the decrease in unrealized losses on available-for-sale securities increased tangible equity and tangible assets decreased. The Bank's capital plan and point-in-time capital stress tests indicate that capital ratios will remain above well-capitalized regulatory and internal policy minimums throughout the five-year forecast horizon and across various stress scenarios. The TCE ratio if the net unrealized losses on held-to-maturity securities were treated the same as available-for-sale securities at December 31, 2023 would have been 7.8%. Management believes this non-GAAP measure is important because it reflects the level of capital available to withstand drastic changes in market conditions (refer to the discussion and reconciliation of this non-GAAP financial measure below).

5


Earnings

Net Interest Income

Net interest income totaled $24.3 million for the fourth quarter of 2023, compared to $24.5 million for the prior quarter. The $205 thousand decrease from the prior quarter was primarily related to an increase of $1.7 million in interest expense on deposits, partially offset by a $1.2 million decrease in borrowing expense and an increase of $319 thousand in interest income on earning assets. Quarter-over-quarter, average interest-bearing deposit balances decreased by $63.5 million to $1.824 billion, while the cost of deposits increased 21 basis points to 1.15%. Average borrowings and other obligations decreased by $83.6 million to $104.9 million, and the cost of borrowings decreased 24 basis points to 5.15% for the quarter.

Net interest income totaled $102.8 million in 2023, compared to $127.5 million in 2022. The $24.7 million decrease from the prior year was primarily due to higher funding costs of $34.2 million, partially offset by higher average yields on earning assets.

The tax-equivalent net interest margin was 2.53% for the fourth quarter of 2023, compared to 2.48% for the prior quarter. The increase from the prior quarter was primarily due to the reduction of high-cost borrowings and higher yields on earning assets, partially offset by the higher cost of deposits.

The tax-equivalent net interest margin was 2.63% for 2023, compared to 3.11% for 2022. The decrease was primarily attributed to higher deposit and borrowing costs, partially offset by higher yields on loans and investment securities. Average interest-bearing deposit balances decreased by $115.2 million while the average rate increased by 133 basis points, decreasing the margin by 58 basis points. Average borrowings and other obligations increased by $219.3 million while the average cost increased 125 basis points, decreasing the net interest margin by 29 basis points. Average loan balances decreased by $75.5 million while the average yield increased by 36 basis points, increasing the margin by 23 basis points. Average investment securities decreased $42.9 million, while their average yield increased 25 basis points, improving the margin by 14 basis points.

Non-Interest Income

Non-interest income ended up in a loss position of $3.3 million for the fourth quarter of 2023, compared to income of $2.6 million for the third quarter of 2023. The $5.9 million decrease from the prior quarter was primarily attributed to the $5.9 million net loss on sale of available-for-sale investment securities in the quarter, as discussed above. Excluding the loss on sale of securities, non-interest income rose by $40 thousand, largely due to modest increases from wealth management and trust services and other income, partially offset by a decrease in debit card interchange fees.

Non-interest income totaled $5.0 million for 2023, a $5.9 million decrease from $10.9 million for 2022. The decrease in 2023 was primarily due to the $5.9 million net loss on the sale of investment securities mentioned above. Excluding this loss, non-interest income decreased by $86 thousand, which included a $504 thousand decline in deposit network fees earned when deposit balances were brought back on the balance sheet, and a $220 thousand decrease in debit card interchange income. Decreases were partially offset by $573 thousand higher benefit payments from and balances in bank-owned life insurance, and $209 thousand from increases in dividends on Federal Home Loan Bank stock.

Non-Interest Expense

Non-interest expenses totaled $19.3 million for the fourth quarter of 2023, compared to $19.7 million for the prior quarter, a decrease of $458 thousand. Salaries and related benefits decreased $380 thousand, largely due to incentive bonus and profit sharing accrual adjustments, a decrease in stock-based compensation for performance awards due to revised payout estimates, and an increase to the discount rate on SERPs, partially offset by increases in regular salaries and accruals for insurance and employee paid time off. In addition, deposit network fees decreased by $287 thousand from a decline in average reciprocal deposit network balances. These decreases were partially offset by a $164 thousand increase in professional services expenses from certain legal, compliance, and systems transformation consulting costs.



6


Non-interest expenses increased $4.2 million to $79.5 million in 2023 from $75.3 million in 2022. Significant fluctuations were as follows:

Deposit network fees increased by $2.5 million as customers sought additional FDIC insurance protection through reciprocal deposit networks.
Salaries and employee benefits increased by $1.4 million primarily due to the filling of open positions and the hiring of several key employees and officers, an increase in SERP-related expenses largely due to new and retired participant adjustments lowering costs for 2022, an increase in deferred officer compensation expense from increased participation and interest rates, higher insurance costs, and lower deferred loan origination costs. Increases to salaries and employee benefits were partially offset by a decrease in profit sharing expense mainly from accrual adjustments and because some contributions in 2023 were made from forfeitures rather than paid in cash, a decrease in accrued incentive bonuses, and a decrease in stock-based compensation from changes in award structure and estimated performance award payout estimates.
FDIC insurance expense increased by $699 thousand due to an increase in the FDIC statutory assessment rate to strengthen the Deposit Insurance Fund.
Occupancy and equipment and depreciation and amortization expenses rose by $483 thousand and $258 thousand, respectively, mainly from the acceleration of lease-related costs for branch closures in the first quarter of 2023 and higher maintenance costs.
Professional services expenses increased by $299 thousand, mainly from consulting fees associated with core systems contract negotiations, systems transformation projects, and internal and external audit costs.
Information technology and data processing expenses decreased by $628 thousand and $592 thousand, respectively, due to our core system contract renegotiation for the current period and because the prior year included data processing expenses largely eliminated after the systems conversion associated with the American River Bankshares merger.
Other real estate owned expenses decreased by $311 thousand due to the write-down in 2022 of the property that was then sold in the third quarter of 2023.

Statement Regarding Use of Non-GAAP Financial Measures

Results for 2022 were impacted by costs associated with our 2021 acquisition of American River Bankshares, which we considered immaterial to discuss in this release. For additional information regarding the impact of non-GAAP adjustments to our third quarter and year-to-date 2022 performance measures, refer to Form 10-Q filed on November 8, 2022.

Financial results are presented in accordance with GAAP and with reference to certain non-GAAP financial measures. Management believes that, given recent industry turmoil, the presentation of Bancorp's non-GAAP TCE ratio reflecting the after tax impact of unrealized losses on held-to-maturity securities provides useful supplemental information to investors because it reflects the level of capital available to withstand drastic changes in market conditions. Because there are limits to the usefulness of this measure to investors, Bancorp encourages readers to consider its annual and quarterly consolidated financial statements and notes related thereto for their entirety, as filed with the Securities and Exchange Commission, and not to rely on any single financial measure. A reconciliation of the non-GAAP TCE ratio is presented below.



7


Reconciliation of GAAP and Non-GAAP Financial Measures
(in thousands, unaudited)December 31, 2023December 31, 2022
Tangible Common Equity - Bancorp
Total stockholders' equity$439,062 $412,092 
Goodwill and core deposit intangible(76,520)(77,870)
Total TCEa362,542 334,222 
Unrealized losses on HTM securities, net of tax(77,739)(89,432)
TCE, net of unrealized losses on HTM securities (non-GAAP)b$284,803 $244,790 
Total assets$3,803,903 $4,147,464 
Goodwill and core deposit intangible(76,520)(77,870)
Total tangible assets
c
3,727,383 4,069,594 
Unrealized losses on HTM securities, net of tax(77,739)(89,432)
Total tangible assets, net of unrealized losses on HTM securities (non-GAAP)
d
$3,649,644 $3,980,162 
Bancorp TCE ratio
a / c
9.7 %8.2 %
Bancorp TCE ratio, net of unrealized losses on HTM securities (non-GAAP)
b / d
7.8 %6.2 %

Share Repurchase Program

On July 21, 2023, the Board of Directors approved the adoption of Bancorp's new share repurchase program, which replaced the existing program that expired on July 31, 2023, for up to $25.0 million and expiring on July 31, 2025. There have been no repurchases under this program in 2023.

Earnings Call and Webcast Information

Bank of Marin Bancorp (Nasdaq: BMRC) will present its fourth quarter and year-end 2023 earnings call on Monday, January 29, 2024 at 8:30 a.m. PT/11:30 a.m. ET. Investors can listen to the webcast online through Bank of Marin’s website at www.bankofmarin.com under “Investor Relations.” To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at the same website location shortly after the call. Closed captioning will be available during the live webcast, as well as on the webcast replay.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank in Northern California, with assets of $3.8 billion as of December 31, 2023, Bank of Marin had 27 retail branches and 8 commercial banking offices located across 10 counties. Bank of Marin provides commercial banking, personal banking, and wealth management and trust services. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by the San Francisco Business Times and one of the “Best Places to Work” by the North Bay Business Journal. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and the Nasdaq ABA Community Bank Index. For more information, go to www.bankofmarin.com.

Forward-Looking Statements

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by acts of terrorism, war or other conflicts such as Russia's military action in Ukraine and more recently between Israel and Hamas, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area);

8


adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

(BMRC-ER)

9


BANK OF MARIN BANCORP FINANCIAL HIGHLIGHTS
Three months endedYears ended
(in thousands, except per share amounts; unaudited)December 31,
2023
September 30,
2023
December 31,
2023
December 31, 2022
Selected operating data and performance ratios:
Net income$610 $5,295 $19,895 $46,586 
Diluted earnings per common share$0.04 $0.33 $1.24 $2.92 
Return on average assets0.06 %0.52 %0.49 %1.08 %
Return on average equity0.57 %4.94 %4.69 %11.16 %
Efficiency ratio91.94 %72.96 %73.76 %54.39 %
Tax-equivalent net interest margin2.53 %2.48 %2.63 %3.11 %
Cost of deposits1.15 %0.94 %0.74 %0.06 %
Net charge-offs (recoveries) $387 $(3)$386 $(23)
Net charge-offs (recoveries) to average loans0.02 %NM0.02 %NM
(in thousands; unaudited)December 31,
2023
September 30,
2023
December 31, 2022
Selected financial condition data:
Total assets$3,803,903 $4,035,549 $4,147,464 
Loans:
Commercial and industrial $153,750 $174,096 $173,547 
Real estate:
Commercial owner-occupied333,181 346,307 354,877 
Commercial non--owner occupied
1,219,385 1,190,813 1,191,889 
Construction99,164 109,305 114,373 
Home equity82,087 83,267 88,748 
Other residential118,508 116,674 112,123 
Installment and other consumer loans67,645 66,480 56,989 
Total loans$2,073,720 $2,086,942 $2,092,546 
Non-accrual loans: 1
Commercial and industrial$4,008 $— $— 
Real estate:
Commercial owner-occupied434 4,281 1,563 
Commercial non-owner occupied3,081 901 — 
Home equity469 490 778 
Installment and other consumer loans— — 91 
Total non-accrual loans$7,992 $5,672 $2,432 
Classified loans (graded substandard and doubtful)$32,324 $39,697 $28,109 
Classified loans as a percentage of total loans1.56 %1.90 %1.34 %
Total accruing loans 30-89 days past due$1,017 $2,216 $664 
Allowance for credit losses to total loans1.21 %1.16 %1.10 %
Allowance for credit losses to non-accrual loans3.15x4.28x9.45x
Non-accrual loans to total loans0.39 %0.27 %0.12 %
Total deposits$3,290,075 $3,443,684 $3,573,348 
Loan-to-deposit ratio63.03 %60.60 %58.56 %
Stockholders' equity$439,062 $418,618 $412,092 
Book value per share$27.17 $25.94 $25.71 
Tangible common equity to tangible assets- Bank9.53 %8.34 %8.10 %
Tangible common equity to tangible assets- Bancorp9.73 %8.63 %8.21 %
Total risk-based capital ratio - Bank16.62 %16.13 %15.73 %
Total risk-based capital ratio - Bancorp16.89 %16.56 %15.90 %
Full-time equivalent employees329 334 313 
1 There were no non-performing loans over 90 days past due and accruing interest as of December 31, 2023, September 30, 2023 and December 31, 2022.
NM - Not meaningful.

10


BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CONDITION 
As of December 31, 2023, September 30, 2023 and December 31, 2022
(in thousands, except share data; unaudited)December 31, 2023September 30, 2023December 31, 2022
Assets  
Cash, cash equivalents and restricted cash$30,453 $123,132 $45,424 
Investment securities:  
Held-to-maturity (at amortized cost, net of zero allowance for credit losses at December 31, 2023, September 30, 2023, and December 31, 2022 )
925,198 935,142 972,207 
Available-for-sale (at fair value; amortized cost of $613,479, $755,038 and $892,605 at December 31, 2023, September 30, 2023 and December 31, 2022, respectively; net of zero allowance for credit losses at December 31, 2023, September 30, 2023 and December 31, 2022)552,028 658,815 802,096 
Total investment securities1,477,226 1,593,957 1,774,303 
Loans, at amortized cost2,073,720 2,086,942 2,092,546 
Allowance for credit losses on loans (25,172)(24,260)(22,983)
Loans, net of allowance for credit losses on loans2,048,548 2,062,682 2,069,563 
Goodwill72,754 72,754 72,754 
Bank-owned life insurance68,102 67,738 67,066 
Operating lease right-of-use assets20,316 21,589 24,821 
Bank premises and equipment, net7,792 8,174 8,134 
Core deposit intangible, net3,766 4,096 5,116 
Other real estate owned— — 455 
Interest receivable and other assets74,946 81,427 79,828 
Total assets$3,803,903 $4,035,549 $4,147,464 
Liabilities and Stockholders' Equity  
Liabilities  
Deposits: 
Non-interest bearing$1,441,987 $1,642,244 $1,839,114 
Interest bearing: 
Transaction accounts225,040 221,128 287,651 
Savings accounts233,298 257,754 338,163 
Money market accounts1,138,433 1,090,181 989,390 
Time accounts251,317 232,377 119,030 
Total deposits3,290,075 3,443,684 3,573,348 
Borrowings and other obligations26,298 120,335 112,439 
Operating lease liabilities22,906 24,040 26,639 
Interest payable and other liabilities25,562 28,872 22,946 
Total liabilities3,364,841 3,616,931 3,735,372 
Stockholders' Equity  
Preferred stock, no par value; authorized - 5,000,000 shares, none issued— — — 
Common stock, no par value; authorized - 30,000,000 shares; issued and outstanding - 16,158,413, 16,139,321 and 16,029,138 at December 31, 2023, September 30, 2023 and December 31, 2022, respectively217,498 217,202 215,057 
Retained earnings274,570 277,996 270,781 
Accumulated other comprehensive loss, net of tax(53,006)(76,580)(73,746)
Total stockholders' equity439,062 418,618 412,092 
Total liabilities and stockholders' equity$3,803,903 $4,035,549 $4,147,464 


11


BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three months endedYears ended
(in thousands, except per share amounts; unaudited)December 31, 2023September 30, 2023December 31, 2022December 31, 2023December 31, 2022
Interest income   
Interest and fees on loans$24,964 $24,704 $23,500 $98,505 $93,868 
Interest on investment securities9,289 9,345 10,126 38,660 34,766 
Interest on federal funds sold and due from banks1,170 1,055 575 2,329 1,407 
Total interest income35,423 35,104 34,201 139,494 130,041 
Interest expense     
Interest on interest-bearing transaction accounts278 270 191 1,036 421 
Interest on savings accounts322 229 32 867 125 
Interest on money market accounts7,188 5,988 405 18,553 1,589 
Interest on time accounts1,991 1,555 114 4,715 323 
Interest on borrowings and other obligations1,380 2,593 89 11,562 91 
Total interest expense11,159 10,635 831 36,733 2,549 
Net interest income24,264 24,469 33,370 102,761 127,492 
Provision for (reversal of) credit losses on loans1,300 425 — 2,575 (63)
Reversal of credit losses on unfunded loan commitments— — — (342)(318)
Net interest income after provision for (reversal of) credit losses 22,964 24,044 33,370 100,528 127,873 
Non-interest income    
Wealth Management and Trust Services560 515 490 2,145 2,227 
Service charges on deposit accounts522 508 519 2,083 2,007 
Debit card interchange fees, net373 456 513 1,831 2,051 
Earnings on bank-owned life insurance, net364 371 296 1,802 1,229 
Dividends on Federal Home Loan Bank stock349 324 297 1,265 1,056 
Merchant interchange fees, net119 117 119 496 549 
(Losses) gains on investment securities, net(5,907)14 — (5,893)(63)
Other income337 293 353 1,260 1,849 
Total non-interest income(3,283)2,598 2,587 4,989 10,905 
Non-interest expense     
Salaries and employee benefits10,361 10,741 9,600 43,448 42,046 
Occupancy and equipment1,939 1,973 2,084 8,306 7,823 
Data processing1,081 1,009 1,080 4,057 4,649 
Professional services921 757 985 3,598 3,299 
Deposit network fees940 1,227 105 2,783 258 
Depreciation and amortization393 423 581 2,098 1,840 
Federal Deposit Insurance Corporation insurance454 469 293 1,878 1,179 
Information technology431 411 678 1,569 2,197 
Amortization of core deposit intangible330 335 365 1,350 1,489 
Directors' expense319 272 269 1,212 1,107 
Charitable contributions10 20 104 717 709 
Other real estate owned— — 48 359 
Other expense2,110 2,110 2,162 8,417 8,314 
Total non-interest expense19,289 19,747 18,310 79,481 75,269 
Income before provision for income taxes392 6,895 17,647 26,036 63,509 
Provision for income taxes(218)1,600 4,766 6,141 16,923 
Net income$610 $5,295 $12,881 $19,895 $46,586 
Net income per common share:   
Basic$0.04 $0.33 $0.81 $1.24 $2.93 
Diluted$0.04 $0.33 $0.81 $1.24 $2.92 
Weighted average shares: 
Basic16,040 16,028 15,948 16,012 15,921 
Diluted16,052 16,036 16,001 16,026 15,969 
Comprehensive income (loss):
Net income$610 $5,295 $12,881 $19,895 $46,586 
Other comprehensive income (loss):
Change in net unrealized gains or losses on available-for-sale securities28,865 (13,792)8,474 20,358 (88,620)
Reclassification adjustment for losses (gains) on available-for-sale securities included in net income5,907 2,793 — 8,700 63 
Reclassification adjustment for gains or losses for fair value hedges(1,726)367 — (1,359)— 
Net unrealized losses on securities transferred from available-for-sale to held-to-maturity— — — — (14,847)
Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity418 411 454 1,743 1,580 
Other comprehensive income (loss), before tax33,464 (10,221)8,928 29,442 (101,824)
Deferred tax expense (benefit) 9,890 (3,021)2,639 8,702 (30,102)
Other comprehensive income (loss), net of tax23,574 (7,200)6,289 20,740 (71,722)
Total comprehensive income (loss)$24,184 $(1,905)$19,170 $40,635 $(25,136)


12


BANK OF MARIN BANCORP
AVERAGE STATEMENTS OF CONDITION AND ANALYSIS OF NET INTEREST INCOME
Three months endedThree months endedThree months ended
December 31, 2023September 30, 2023December 31, 2022
InterestInterestInterest
AverageIncome/Yield/AverageIncome/Yield/AverageIncome/Yield/
(dollars in thousands; unaudited)BalanceExpenseRateBalanceExpenseRateBalanceExpenseRate
Assets
Interest-earning deposits with banks 1
$84,864 $1,170 5.40 %$76,896 $1,055 5.37 %$61,878 $575 3.64 %
Investment securities 2, 3
1,625,084 9,368 2.31 %1,721,367 9,436 2.19 %1,873,028 10,319 2.20 %
Loans 1, 3, 4
2,072,654 25,081 4.73 %2,096,814 24,823 4.63 %2,113,201 23,670 4.38 %
   Total interest-earning assets 1
3,782,602 35,619 3.68 %3,895,077 35,314 3.55 %4,048,107 34,564 3.34 %
Cash and non-interest-bearing due from banks35,572 37,964 44,480 
Bank premises and equipment, net8,027 8,428 7,933 
Interest receivable and other assets, net128,587 134,075 125,483 
Total assets$3,954,788 $4,075,544 $4,226,003 
Liabilities and Stockholders' Equity
Interest-bearing transaction accounts$228,168 $278 0.48 %$230,085 $270 0.47 %$290,064 $191 0.26 %
Savings accounts245,712 322 0.52 %266,770 229 0.34 %338,760 32 0.04 %
Money market accounts1,105,286 7,188 2.58 %1,046,011 5,988 2.27 %1,036,932 405 0.15 %
Time accounts, including CDARS244,661 1,991 3.23 %217,467 1,555 2.84 %127,906 114 0.35 %
Borrowings and other obligations 1
104,855 1,380 5.15 %188,415 2,593 5.39 %8,014 89 4.34 %
   Total interest-bearing liabilities1,928,682 11,159 2.30 %1,948,748 10,635 2.17 %1,801,676 831 0.18 %
Demand accounts1,556,437 1,649,691 1,975,390 
Interest payable and other liabilities48,322 52,067 48,592 
Stockholders' equity421,347 425,038 400,345 
Total liabilities & stockholders' equity$3,954,788 $4,075,544 $4,226,003 
Tax-equivalent net interest income/margin 1
$24,460 2.53 %$24,679 2.48 %$33,733 3.26 %
Reported net interest income/margin 1
$24,264 2.51 %$24,469 2.46 %$33,370 3.23 %
Tax-equivalent net interest rate spread1.38 %1.38 %3.16 %
Year endedYear ended
December 31, 2023December 31, 2022
InterestInterest
AverageIncome/Yield/AverageIncome/Yield/
(dollars in thousands; unaudited)BalanceExpenseRateBalanceExpenseRate
Assets
Interest-earning deposits with banks 1
$42,864 $2,329 5.36 %$120,395 $1,407 1.15 %
Investment securities 2, 3
1,753,708 39,100 2.23 %1,796,628 35,534 1.98 %
Loans 1, 3, 4
2,099,719 99,018 4.65 %2,175,259 94,614 4.29 %
   Total interest-earning assets 1
3,896,291 140,447 3.56 %4,092,282 131,555 3.17 %
Cash and non-interest-bearing due from banks37,868 53,534 
Bank premises and equipment, net8,348 7,400 
Interest receivable and other assets, net135,200 151,295 
Total assets$4,077,707 $4,304,511 
Liabilities and Stockholders' Equity
Interest-bearing transaction accounts$240,524 $1,036 0.43 %$294,682 $421 0.14 %
Savings accounts281,611 867 0.31 %341,710 125 0.04 %
Money market accounts1,013,620 18,553 1.83 %1,065,104 1,589 0.15 %
Time accounts, including CDARS191,056 4,715 2.47 %140,547 323 0.23 %
Borrowings and other obligations 1, 6
221,623 11,562 5.15 %2,295 91 3.90 %
   Total interest-bearing liabilities1,948,434 36,733 1.89 %1,844,338 2,549 0.14 %
Demand accounts1,656,047 1,993,373 
Interest payable and other liabilities49,442 49,456 
Stockholders' equity423,784 417,344 
Total liabilities & stockholders' equity$4,077,707 $4,304,511 
Tax-equivalent net interest income/margin 1
$103,714 2.63 %$129,006 3.11 %
Reported net interest income/margin 1
$102,761 2.60 %$127,492 3.07 %
Tax-equivalent net interest rate spread1.67 %3.03 %
1 Interest income/expense is divided by actual number of days in the period times 360 days to correspond to stated interest rate terms, where applicable.
2 Yields on available-for-sale securities are calculated based on amortized cost balances rather than fair value, as changes in fair value are reflected as a component of stockholders' equity. Investment security interest is earned on 30/360 day basis monthly.
3 Yields and interest income on tax-exempt securities and loans are presented on a taxable-equivalent basis using the Federal statutory rate of 21 percent in 2023 and 2022.
4 Average balances on loans outstanding include non-performing loans. The amortized portion of net loan origination fees is included in interest income on loans, representing an adjustment to the yield.

13
January 29, 2024 Fourth Quarter 2023 Earnings Presentation


 
2 Nasdaq: BMRC This discussion of financial results includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). Those sections of the 1933 Act and 1934 Act provide a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ significantly from projected results. Our forward-looking statements include descriptions of plans or objectives of management for future operations, products or services, and forecasts of revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "intend," "estimate" or words of similar meaning, or future or conditional verbs preceded by "will," "would," "should," "could" or "may." Forward-looking statements are based on management's current expectations regarding economic, legislative, and regulatory issues that may affect our earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by acts of terrorism, war or other conflicts such as Russia's military action in Ukraine and more recently between Israel and Hamas, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. Important factors that could cause results or performance to materially differ from those expressed in our prior forward-looking statements are detailed in ITEM 1A, Risk Factors sections of our December 31, 2022 Form 10-K and September 30, 2023 Form 10-Q as filed with the SEC, copies of which are available from us at no charge. Forward-looking statements speak only as of the date they are made. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events. GAAP to Non-GAAP Financial Measures This presentation includes some non-GAAP financial measures as shown in the Appendix of this presentation. Please refer to the reconciliation of GAAP to Non-GAAP financial measures included in our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on January 29, 2024. Forward-Looking Statements


 
Fourth Quarter 2023 3 Nasdaq: BMRC Repositioned the Balance Sheet • Sold $131.9 million (net proceeds $126.0 million) AFS securities yielding 1.50%1 • Funded $53.8 million in loans at an average rate of 7.15%1 • Reduced borrowings by $94.0 million that was costing an average of 5.15%1 • Retained an average cash balance of $84.9 million earning an average of 5.40%1 Key Operating Trends Loans and Credit Quality Deposits and Liquidity Capital • Tax-equivalent net interest margin of 2.53%, up 5 bps from 3Q23 • Pre-tax, pre-provision net income increased 4.0% over 3Q23 quarter, excluding $5.9 million loss on sale of securities • Tax-equivalent yield on interest-earning assets of 3.68%, up 13 bps from 3Q23 • Cost of deposits up 21 bps in 4Q23, slowing from a 25 bps increase in 3Q23 • Non-interest bearing deposits stay strong at 44% of total deposits • Total deposits decreased 4.5% from 3Q23 largely due to planned business activities, seasonal fluctuations, and limited movement due to rate • Uninsured deposits estimated to represent 28% of total deposits • Strong liquidity provides 213% coverage of estimated uninsured deposits • Net available funding of $2.0 billion • Bancorp total risk-based capital of 16.9% • Bancorp TCE / TA of 9.7%, 7.8% when adjusted for HTM securities 2 1Weighted average rates for securities and loans. Tax-equivalent average interest yield for cash and cost for borrowings. 2See Reconciliation of Non-GAAP Financial Measures in the Appendix • Loan originations more than doubled in 4Q23 from 3Q23 • Classified and non-accrual loans of 1.56% (from 1.90%) and 0.39% (from 0.27%) of total loans, respectively • $1.3 million provision for credit losses, largely due to individually analyzed loans and $406 thousand partial charge-off from a $3.8 million note sale • Total portfolio loan balances decreased 0.6% from 3Q23


 
(in thousands) Market Value AFS & HTM Securities T/E Book Yield Effective Duration Pre-Tax Unrealized Gains (Losses) Pre-Tax Realized Losses After-Tax Realized Losses1 AFS % of Total Investments Securities Portfolio as of 9/30/2023 $1,442,031 2.24% 4.9 $(248,149) N/A N/A 45% Q4 Securities Sales $125,955 1.50% 1.5 $5,907 $(5,907) $(4,160) Q4 Change in Pre- Tax Unrealized Losses N/A N/A N/A $70,423 N/A N/A Securities Portfolio as of 12/31/2023 $1,366,858 2.31% 5.1 $(171,819) N/A N/A 36% Strategic Balance Sheet Repositioning During the Quarter • Bank generated $126 million in proceeds from AFS security sales with an average yield of 1.50%. • Proceeds paid down borrowings and were reinvested into higher yielding assets ◦ Anticipated benefits to: earnings per share, net interest margin, return on assets, and other metrics • POST REPOSITIONING, AVERAGE BOOK YIELD OF SECURITIES PORTFOLIO INCREASED 7 BPS AND EFFECTIVE DURATION INCREASED 0.2 4 Nasdaq: BMRC 1Applied a blended state and federal statutory rate of 29.56%,


 
HTM Securities Portfolio Agency MBS/CMO 74% GSEs 16% Municipal Bonds 7% Corporate Bonds 3% AFS Securities Portfolio Agency MBS/CMO 64% GSEs 12% Municipal Bonds 17% SBA 3% Corporate Bonds & Other 2% USTs 2% High-Quality Securities Portfolio Generates Cash Flow Data as of 12/31/23 5 Nasdaq: BMRC $552.0MM $925.2MM Average Yield2 — 2.05% Approx. Effective Duration — 4.37 Unrealized Losses (after tax) — $43.3MM TCE Bancorp — 9.7% Average Yield2 — 2.47% Approx. Effective Duration — 5.72 Unrealized Losses (after tax) — $77.7MM TCE Bancorp w/ HTM — 7.8% 1 ($ in millions at Fair Value) ($ in millions at Cost) 1 See Reconciliation of Non-GAAP Financial Measures in the Appendix. 2 Taxable equivalent


 
Strong Liquidity: $2.0 Billion in Net Availability 6 Nasdaq: BMRC At December 31, 2023 ($ in millions) Total Available Amount Used Net Availability Internal Sources Unrestricted Cash 1 $ 13.5 N/A $ 13.5 Unencumbered Securities 501.7 N/A 501.7 External Sources FHLB line of credit 1,009.0 $ — 1,009.0 FRB line of credit and BTFP facility 334.2 (26.0) 308.2 Contingent Lines at Correspondents 135.0 — 135.0 Total Liquidity $ 1,993.4 $ (26.0) $ 1,967.4 • The Bank has long-established minimum liquidity and diversification requirements using tools similar to large banks, such as the Liquidity Coverage Ratio and multi-scenario, long-horizon stress testing • Deposit outflow assumptions for liquidity monitoring and stress testing are conservative relative to actual experience and have been reevaluated and updated subsequent to industry events of the first quarter • Markets and internal activity monitored daily for signs of systemic and idiosyncratic risk • Immediately available contingent funding represented 213% of 12/31/23 estimated uninsured deposits 1 Excludes cash items in transit Note: Access to brokered deposit purchases through networks such as Intrafi and Reich & Tang and brokered CD sales not included above.


 
Strong Deposit Franchise 7 Nasdaq: BMRC • Deposit mix continues to favor a high percentage of non-interest bearing deposits • Total cost of deposits was 1.15% (interest-bearing 2.13%) for Q4 and 1.23% (interest-bearing 2.24%) for the month of December • Time deposit balances grew $18.9 million in Q4 with the total time deposit portfolio average maturity of approximately seven months and an average rate of 3.17%. Approximately 91% of time deposits mature in 2024. • Total deposits decreased $153.6 million or 4.5%, compared to September 30, 2023 NIB DDA 43.8% Money Markets 34.6% Savings 7.1% IB DDA 6.9% Time Deposits 7.6% Total Deposit Mix ($3.29B) at 4Q23 NIB DDA 47.7% Money Markets 31.7% Savings 7.5% IB DDA 6.4% Time Deposits 6.7% Total Deposit Mix ($3.44B) at 3Q23


 
8 • 29% of Q4 new accounts consisted of new relationships to the Bank • 45% of Q4 new accounts were interest-bearing by count • 80% of Q4 new accounts were interest-bearing in dollars at a weighted average rate of 2.79% • Reciprocal deposit network program (expanded FDIC insurance products) utilization decreased by $59.8 million in Q4 to $423.5 million. New Relationships 29% Account Migration 45% Existing Relationships - New $ 26% 1,285 New Accounts Mix (by count) 4Q23 Granular Deposit Account Composition 8 Nasdaq: BMRC (in thousands; except for # of Accounts) Interest Bearing Non-Interest Bearing Total Consumer Account Balances $ 1,014,412 $ 348,888 $ 1,363,300 # of Accounts 15,433 17,530 32,963 Avg Balance Per Account $ 66 $ 20 $ 41 Business Account Balances $ 834,987 $ 1,089,134 $ 1,924,121 # of Accounts 4,540 11,509 16,049 Avg Balance Per Account $ 184 $ 95 $ 120 *Excludes internal operating accounts such as holding company cash and deposit settlement accounts totaling $2.7 million.


 
History of Strong Asset Quality 9 Nasdaq: BMRC • Consistent, robust credit culture and underwriting principles support strong asset quality • Non-accrual loans continue to remain at low levels • Net charge-offs have consistently been negligible for the last five years, except that in Q4 2023 charge-offs included a $406 thousand loss on note sale charged to the allowance • Allowance for credit losses to total loans of 1.21%, up from 1.16% at Q3 2023 Non-accrual Loans / Total Loans 0.01% 0.44% 0.37% 0.12% 0.39% 2019 2020 2021 2022 2023 Non-accrual Loans / Total Loans Quarterly Progression 0.12% 0.10% 0.10% 0.27% 0.39% 4Q22 1Q23 2Q23 3Q23 4Q23


 
Well-diversified Loan Portfolio As of 12/31/23 - No material changes from Q3 2023 10 Nasdaq: BMRC • The loan portfolio is well-diversified across borrowers, industries, loan and property types within our geographic footprint — 86% of all loans and 93% of loans excluding nonprofit organizations are guaranteed by owners of the borrowing entities. • Non-owner occupied commercial real estate ("NOO-CRE") is well-diversified by property type with 88% of loans and 90% of loans excluding nonprofit organizations being guaranteed by owners of the borrowing entities. • Since 2001, net charge-offs for all NOO-CRE and OO-CRE totals $1.6 million • Construction loans represent a small portion of the overall portfolio OO-CRE 16% C&I 7% Consumer 13% Construction 5% NOO-CRE 59% Office 31% Mixed Use 7% Retail 21% Warehouse & Industrial 12% Multi-Family 12% Other, 17% 4Q23 Total Loans 4Q23 Total NOO-CRE Loans $2.1B $1.2B


 
11 Nasdaq: BMRC Retail as of 4Q23 Warehouse & Industrial as of 4Q23 Multi-Family as of 4Q23 Marin, 17% Sonoma, 15% San Francisco, 3% Alameda, 6% Sacramento, 20% Napa, 16% Other Bay Area, 14% Other, 9% Marin, 15% Sonoma, 15% San Francisco, 26% Alameda, 14% Sacramento, 4% Napa, 6% Other Bay Area, 5% Other, 15% Marin, 11% Sonoma, 27% San Francisco, 11% Alameda, 18% Sacramento, 18% Napa, 3% Other Bay Area, 4% Other, 8% $253MM $149MM $142MM Avg. Loan Bal: $1.9MM Largest Bal: $14.9MM # of Loans: 75 Wtd. Avg. LTV*: 52% Avg. Loan Bal: $1.4MM Largest Bal: $11.9MM # of Loans: 109 Wtd. Avg. LTV*: 54% Avg. Loan Bal: $1.8MM Largest Bal: $14.1MM # of Loans: 144 Wtd. Avg. LTV*: 56% NOO-CRE Portfolio Diversified Across Property Type & County As of 12/31/23 - No material changes from Q3 2023 * Calculated for loans exceeding $1 million, based on the most recent annual review process Note: Sacramento includes surrounding regional counties


 
12 Nasdaq: BMRC • $373 million in credit exposure spread across our lending footprint comprised of 153 loans • $2.4 million average loan balance – largest loan at $16.9 million • 59% weighted average loan-to-value and 1.60x weighted average debt-service coverage ratio* • City of San Francisco NOO-CRE office exposure is 3% of total loan portfolio and 6% of total NOO-CRE loans Marin, 24% Sonoma, 17% San Francisco, 19% Alameda, 6% Sacramento, 7% Napa, 10% Other Bay Area, 13% Other, 4% NOO-CRE Office Portfolio by County City of S.F. NOO-CRE Office Portfolio Total Balance: $70.7MM Average Loan Bal: $5.4MM Number of Loans: 13 loans Wtd. Average LTV*: 67% Wtd. Average DCR*: 1.00x Average Occupancy*: 77% 12 of the 13 loans are secured by low rise buildings and one loan is secured by a 10- story building. $373MM *Calculated for loans exceeding $1 million, based on the most recent annual review process Non-owner Occupied Office Exposure As of 12/31/23 - No material changes from Q3 2023


 
Owner-Occupied CRE Portfolio As of 12/31/23 - No material changes from Q3 2023 13 Nasdaq: BMRC Alameda, 15% Marin, 21% Napa, 17% Sacramento, 18% Sonoma, 10% Other, 19% OO CRE by Type as of 4Q23 OO CRE by County as of 4Q23 Office, 19% Industrial, 23% Retail, 7% School, 15% Wine, 11% Church, 6% Gas station/auto, 4% Heath club, 2% Mixed use, 3% Other, 10% Total Balance: $333.2MM # of Loans: 309 Avg. Loan Bal: $1.1MM Largest Loan Bal: $15.6MM Wtd. Avg. LTV*: 44% * Loan-to-value largely based on appraisal values at origination and loan balances as of 12/31/23 $333MM $333MM


 
14 Nasdaq: BMRC Marin, 5% Sonoma, 1% San Francisco, 44% Alameda, 33% Other Bay Area, 17% Construction by Type as of 4Q23 Construction by County as of 4Q23 Multi-family, 61% Self Storage, 11% 1-4 Residential, 27% Land & Ag, 1% Total Balance: $99.2MM Unfunded Commitments: $13.9MM # of Loans: 16 Avg. Loan Bal: $6.2MM Largest Loan Bal: $18.2MM Wtd. Avg. LTV*: 66% * Loan-to-value largely based on appraisal values at origination and loan balances as of 12/31/23 $99MM $99MM Construction Portfolio Concentrated in Lower-Risk Property Segments As of 12/31/23 - No material changes from Q3 2023


 
15 Nasdaq: BMRC # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2024 14 $40.3MM $34.3MM 5.47% 1.69x 2025 27 $80.1MM $74.9MM 4.62% 1.52x TOTAL 41 $120.4MM $109.2MM # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2024 11 $26.3MM $26.3MM 4.11% 1.20x 2025 18 $37.4MM $37.4MM 4.46% 1.59x TOTAL 29 $63.7MM $63.7MM Maturing Loan Commitments > $1.0MM Repricing Loan Commitments > $1.0MM • We conducted a DEEP DIVE on loans maturing or repricing before year-end 2025 • PORTFOLIO IS WELL-POSITIONED TO ABSORB HIGHER RATE ENVIRONMENT AT MATURITY OR REPRICING DATE • Wtd Avg DSC Assumptions for Maturing Loans: Current market interest rate + spread of 3.00%, fully drawn commercial real estate lines of credit, 25-year amortization • Wtd Avg DSC Assumptions for Repricing Loans: Current market interest rate + contractual spread, fully drawn commercial real estate lines of credit, remaining amortization on each loan Low Refinance Risk in NOO CRE Portfolio through 2025


 
16 Nasdaq: BMRC 6.5% 8.0% 10.0% 5.0% 15.9% 15.9% 16.9% 10.5% 9.7% 7.8% Well Capitalized Threshold Bank of Marin Bancorp Bancorp TCE adj. for HTM securities* Common Equity Tier-One Risk-Based Capital Total Tier-One Risk-Based Capital Total Risk-Based Capital Tier-One Leverage Tangible Common Equity * See Reconciliation of Non-GAAP Financial Measures in the Appendix. Robust Capital Ratios As of 12/31/23


 
Net Interest Margin Drivers 17 Nasdaq: BMRC • Linked-quarter NIM increased 5 basis points, due primarily to reduction in borrowings and higher rates on loans and investments, partially offset by higher deposit rates • The cost of deposits increased to 123 basis points in the month of December compared to 100 basis points for the month of September 2023. • Interest rate risk position fairly neutral with increased liability sensitivity due to upward deposit pricing in the current interest rate cycle. Current cycle beta for non-maturity-interest-bearing deposits of 38% is now higher than the 36% model assumption last quarter and is under review. 0.20% 0.23% 0.83% 1.15% 1.36% 1.60% 1.71% 1.81% 1.91% 2.03% 2.11% 2.24% 4.33% 4.57% 4.65% 4.83% 5.05% 5.08% 5.12% 5.33% 5.33% 5.33% 5.33% 5.33% IB Deposits Fed Funds 1-23 2-23 3-23 4-23 5-23 6-23 7-23 8-23 9-23 10-23 11-23 12-23 2.48% 0.10% 0.02% 0.01% (0.20)% 0.12% 2.53% 3Q23 Loans Securities Cash Deposits Borrowings 4Q23 Net Interest Margin Linked-Quarter Change Average Monthly Cost of IB Deposits vs. Fed Funds


 
Loans & Securities — Repricing & Maturity $ in millions, unless otherwise indicated 18 Nasdaq: BMRC Total Loans1 (1) Amounts represent amortized cost. Based on maturity date for fixed rate loans and variable rate loans at their floors and ceilings and next repricing date for all other variable rate loans. Does not included prepayment assumptions. (2) Includes both available-for-sale and held-to-maturity investment securities with prepayment assumptions applied. Repricing Term Rate Structure 3 mo or less 3-12 mos 1-3 years 3-5 years 5-15 years Over 15 years Total Floating Rate Variable Rate Variable Rate at Floor or Ceiling Fixed Rate C&I $ 76.1 $ 3.4 $ 14.6 $ 27.6 $ 29.1 $ 2.9 $ 153.7 $ 59.7 $ 10.6 $ 5.8 $ 77.6 Real estate: Owner-occupied CRE 7.4 6.4 37.1 61.8 213.3 7.2 333.2 0.8 30.7 109.4 192.3 Non-owner occupied CRE 32.2 54.0 196.7 252.0 670.0 14.5 1,219.4 8.9 98.5 340.9 771.1 Construction 40.3 29.4 — — 29.5 — 99.2 3.7 — 11.1 84.4 Home equity 81.5 — — — 0.6 — 82.1 81.5 — — 0.6 Other residential 1.9 3.1 1.0 0.3 1.9 110.3 118.5 — 5.1 110.8 2.6 Installment & other consumer 0.6 0.7 7.9 4.3 53.9 0.2 67.6 0.1 6.4 9.3 51.8 Total $ 240.0 $ 97.0 $ 257.3 $ 346.0 $ 998.3 $ 135.1 $ 2,073.7 $ 154.7 $ 151.3 $ 587.3 $ 1,180.4 % of Total 12 % 5 % 12 % 17 % 48 % 6 % 100 % 7 % 7 % 28 % 57 % Weighted Average Rate 7.74 % 5.84 % 4.48 % 5.00 % 4.20 % 3.90 % 4.83 % * At December 31, 2023 Investment Securities2 Maturity & Projected Cash Flow Distribution 3 mo or less 3-12 mos 1-3 years 3-5 years 5-10 years Over 10 years Total Principal (par) & interest $ 33.1 $ 103.4 $ 374.9 $ 333.8 $ 617.2 $ 320.3 $ 1,782.7 % of Total 2 % 6 % 21 % 19 % 35 % 17 % 100 % * At December 31, 2023


 
Appendix


 
Reconciliation of GAAP to Non-GAAP Financial Measures 20 Nasdaq: BMRC (in thousands, unaudited) December 31, 2023 Total stockholders' equity $ 439,062 Goodwill and core deposit intangible (76,520) Total TCE a 362,542 Unrealized losses on HTM securities, net of tax (77,739) TCE, net of unrealized losses on HTM securities (non-GAAP) b $ 284,803 Total assets $ 3,803,903 Goodwill and core deposit intangible (76,520) Total tangible assets c 3,727,383 Unrealized losses on HTM securities, net of tax (77,739) Total tangible assets, net of unrealized losses on HTM securities (non-GAAP) d $ 3,649,644 Bancorp TCE ratio a / c 9.7 % Bancorp TCE ratio, net of unrealized losses on HTM securities (non-GAAP) b / d 7.8 % For further discussion about our non-GAAP financial measures, refer to our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on January 29, 2024.


 
v3.24.0.1
Cover
Jan. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 25, 2024
Entity File Number 001-33572
Entity Registrant Name Bank of Marin Bancorp
Entity Incorporation, State or Country Code CA
Entity Tax Identification Number 20-8859754
Entity Address, State or Province CA
Entity Address, City or Town Novato
Entity Address, Address Line Two Suite 100
Entity Address, Address Line One 504 Redwood Blvd.
Entity Address, Postal Zip Code 94947
City Area Code 415
Local Phone Number 763-4520
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, no par value and attached Share Purchase Rights
Trading Symbol BMRC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001403475
Amendment Flag false
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2023

Bank of Marin Bancorp (NASDAQ:BMRC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Bank of Marin Bancorp Charts.
Bank of Marin Bancorp (NASDAQ:BMRC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Bank of Marin Bancorp Charts.