Good morning and thank you for joining Bank of Marin Bancorp's Earnings Call for the First Quarter Ended March 31, 2022. I am Andrea Henderson, Director of Marketing for Bank of Marin. During the presentation, all participants will be in a listen-only mode. After the call, we will conduct a question-and-answer session. [Operator Instructions].

This conference call is being recorded on April 25, 2022. Joining us on the call today are Tim Myers, President and CEO; and Tani Girton, Executive President and Chief Financial Officer. Our earnings press release, which we issued this morning, can be found on our Web site at bankofmarin.com, where this call is also being webcast.

Before we get started, I want to note that we will be discussing some non-GAAP financial measures on the call. Please refer to the reconciliation table on Page 3 of our earnings press release for both GAAP and non-GAAP measures.

Additionally, the discussion on this call is based on information we know as of Friday, April 22, 2022, and may contain forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those set forth in such statements.

For a discussion of these risks and uncertainties, please review the forward-looking statements disclosure in our earnings press release as well as our SEC filings. Following our prepared remarks, Tim and Tani will be available to answer your questions. And now, I'd like to turn the call over to Tim Myers..

Thank you, Andrea. Good morning everyone and welcome to our call. We completed the final step in our 2021 acquisition of American River Bankshares in March 2022 with the core system conversion. This collaborative process brought together people from across the company to ensure a smooth transition for our customers.

With this milestone behind us, our combined team throughout Northern California can leverage our substantially larger balance sheet to drive long-term growth. We have already seen traction on this front in the first quarter of 2022.

With our expanded footprint and talent pool, we've generated robust loan production in the quarter, marking our strongest first quarter in six years and continuing the momentum from Q4 in 2021. Our pipelines reflect steady loan demand, healthy economic activity across our market and our bankers reenergized business development efforts.

Loan originations, excluding PPP, totaled $50 million for the first quarter, nearly doubled a year earlier level and commercial line utilization increased to 38% of total commitment from 34% at year end. Even as we pursue growth, we remain vigilant and committed to our foundation of sound underwriting.

While provision reversals were due to improvements in economic forecasts underlying credit loss calculation, we also saw improvement in our already strong portfolio credit quality. This was evidenced by a 10% improvement in special mention loans, the majority of which would be the payoff and upgrades to pass risk ratings.

Loan payoffs remain elevated in this competitive environment. While we continue to win new business and deepen relationships with existing clients, we may choose not to retain loans that fall outside of the bank lending appetite.

In the long run, this commitment to our discipline lending principle has served us well as our loan portfolio continues to perform through all credit cycles. Importantly, we have also begun to see the early benefits of a rising rate environment.

Yields of our new loans, including real estate, are increasing as well as yields on existing variable rate commercial loans in our portfolio. We expect improvement across the portfolio following additional rate increases forecasted by state officials [ph].

This should provide support for our net interest margin and earnings as we progress through 2022. Now I'll turn to first quarter results. We generated net income of $10.5 million and diluted earnings per share of $0.66. Both were up 8% from the prior quarter.

Loan balances of 2.2 billion reflect an increase of $17 million in non-PPP loans and 71 million in PPP loans forgiven and paid off. At quarter end, only 40.6 million in net PPP loan balances remain.

Deposits grew by 53 million to 3.9 billion, with most of the growth coming from non-interest bearing balances related to normal fluctuations in our customers operations. Non-interest bearing deposits made up 51% of total deposits. The cost of average deposits is 6 basis points, flat for the prior period.

As I noted, credit quality remains strong with non-accrual loans representing only 0.35% of total loan and classified loans unchanged from the year. We reversed $485,000 in loan loss provisions and $318,000 in provisions for losses on unfunded loan commitments. Our Board of Directors declared a cash dividend of $0.24 per share on April 22, 2022.

This represents the 68th consecutive quarterly dividend paid by Bank of Marin Bancorp.

Finally, as we previously announced, Bancorp and Bank of Marin Board have appointed current Vice Chairman, William McDevitt, for the role of Chairman effective May 10, 2022; a Director since 2007, Vice Chair since 2015, and a valued Bank of Marin customer since 1993.

Willie brings with him more than 40 years of experience investing in and managing commercial real estate and other businesses in Marin and Sonoma counties. Current Chairman, Brian Sobel, will remain on both Boards. We thank Brian for his seven years of tireless service, the longest tenure of any Chairman in the bank's history.

Now I'll hand the call over to Tani to discuss our financial results..

Thank you, Tim. Good morning, everyone. We are pleased with our first quarter results. We generated solid earnings by deploying excess liquidity into investment securities and new loan production, and by managing expenses. We have a strong balance sheet and we expect to benefit from rising interest rates.

As Tim noted, we reported net income of 10.5 million and $0.66 per share in the first quarter of '22, up from 9.7 million and $0.61 per share in the fourth quarter of '21. Net income also compared favorably to 8.9 million and $0.66 per share in the first quarter of '21, despite much larger provision reversals last year.

The 3.5 million provision reversal in the first quarter of 2021 and the 803,000 in '22 both derived from improving economic forecasts underlying credit loss calculation. Net interest income totaled 29.9 million in the first quarter compared to 30.6 million in the prior quarter and 22 million a year ago.

The decrease from the fourth quarter was primarily due to changes in acquired loan amortization and accretion, lower loan prepayment fees, lower PPP fee recognition and fewer days in the quarter.

Partially offsetting the combined effect of those changes was higher interest income from the larger investment portfolio as cash was deployed into securities during the rising interest rate environment.

The 7.9 million increase in net interest income over first quarter '21 was reflective of the ARB merger, a larger allocation of the loan portfolio to higher rate loans, a deployment of cash into investment securities and the costs associated with the early redemption of subordinated debt in 2021.

Those increases were partially offset by a lower average yield on the investment portfolio. The tax-equivalent net interest margin was 2.96% this quarter compared to 3.03% last quarter and 3.19% in the first quarter of '21.

Average yields on loans and investment portfolios are beginning to reflect recent increases in interest rates, at the same time the PPP portfolio is winding down. Non-interest income totaled 2.9 million in the first quarter compared to 2.7 million in the prior quarter and 1.8 million in the first quarter last year.

The improvement from the fourth quarter was primarily related to payments on bank-owned life insurance policies. The improvement over first quarter '21 was mostly attributable to increased activity associated with the acquisitions.

First quarter non-interest expense increased 400,000 from fourth quarter to 19.4 million primarily due to seasonal increases related to annual incentives, stock-based compensation and 401(k) contributions in salaries and related benefits.

Professional services also increased due to financial statements and acquisition-related audit work performed in the first quarter. Increases were partially offset by a decrease in acquisition-related one-time data processing expenses.

First quarter '22 relative to Q1 '21 reflects a higher expense base from the acquisition, most notably salaries and related benefits of 2.3 million due to increased numbers of employees, regularly scheduled annual merit increases and lower deferred loan origination costs.

The improving operating leverage of Bank of Marin is evident in our 57.5% efficiency ratio, excluding merger-related one-time and conversion costs compared to 64.6% in the first quarter of 2021. The increase over 53.6% in the fourth quarter of '21 is largely related to the seasonal first quarter increase in salary and benefits expenses.

During the first quarter, our strong liquidity position enabled us to transfer 358 million in available-for-sale securities to our held-to-maturity portfolio to partially insulate other comprehensive income and equity from future changes in interest rates. The transfer has no impact on net income.

The rapid increase in interest rates during the quarter led to a $37.3 million after tax other comprehensive loss associated with transfer and other available-for-sale securities. That led to an 80-basis point decline in tangible common equity to 8%.

In closing, we are in excellent financial shape with a strong balance sheet and ample liquidity to efficiently fund loan growth. Return on assets would have been 1.01% without one-time and conversion-related costs compared to 0.97% in the fourth quarter. Likewise, return on equity would have been 9.96% versus 9.19% in the fourth quarter.

The increases in investment portfolio balances and yields over the first quarter are expected to provide a lift of roughly $8 million per year in net interest income. The bank is well positioned to continue delivering strong returns for our shareholders. With that, I'll turn it back to Tim to share some final comments..

Thank you, Tani. This is an exciting time at Bank of Marin. Our ability to successfully complete a conversion larger than our prior three combined is a testament to the skill and dedication of both the legacy Bank of Marin and American River Bankshares. Now that we are all under one brand and on one system, we look forward to a bright future ahead.

We are also optimistic about trends in loan demand with the results of our bankers refocused calling activity post pandemic and the addition of several new hires throughout our expanded footprint. Originations over the last few quarters have shown market improvement.

We are seeing returns on growth initiatives made prior to in the early months of the pandemic, with our Walnut Creek and San Mateo commercial banking offices having the highest loan production in 2022. As always, we remain committed to our relationship banking model, driving growth with discipline lending and a durable low cost deposit base.

We will continue to add talent throughout our markets in the Bay area and across the greater Sacramento region, while also carefully managing expenses as we strive to serve our customers and drive value for our shareholders. Thanks to everyone on today's call for your interest and support. We will now open the call to your questions..

Thank you. [Operator Instructions]. Our first question comes from the line of Jeff Rulis, D.A. Davidson. Please go ahead..

Thanks. Good morning, Tim and Tani..

Good morning, Jeff..

Good morning, Jeff..

How are you?.

Good. Thank you. A question on the American River conversion.

With that complete, have you hit the targeted cost save with that or is this a clean quarter if I were to kind of back out the merger costs on expenses?.

We are on track with the cost saves. We had about 90% of those modeled into this year one. And I'll let Tani elaborate, but we are on track, yes..

Yes. So I would say our run rate is reasonable for steady state. Just like all companies, we do have some vacancies that we are trying to fill in terms of staffing. And any future investments that we're going to make, those aren't -- obviously are not reflected in here. But as Tim said, the acquisition costs were less than expected.

The acquisition saves [ph] are on target. And we're not done with what we had planned to do in terms of our cost saves on the acquisition side. So I think we're in a good position for our operating leverage to continue to strengthen..

Okay. So if I kind of read that right, there might be a little more saves that might mute kind of expense growth, but kind of the core would still have increases across -- the industry is seeing wage inflation and such and if we get hires.

So the next couple of quarters might be muted because you've got the advantage of further cost saves to a degree..

That's fair..

Okay. And maybe, Tim, just to kind of circle around to American River now, it's kind of through a conversion.

How's the retention been of those folks as lockups expire? And maybe secondarily, kind of touch on the competition for lending talent, not only on the Sacramento area but kind of across your footprint?.

Sure. So we have had some departures which we've experienced and is normal M&A activity. And that's happened in a number of places, but we actually have made some very good hires. We had some two key but strong -- very strong managers joining. We've added talent. And so that's helping drive loan demand.

It's helped drive the originations that we've seen over the last two quarters in terms of the ramp up for us, driving our pipeline activity. It is very -- the competition is very fierce out there. But we continue to hire to replace. We have very talented bankers, so it's really not a surprise that others would seek to try and take ours.

But the goal is to just continue to drive higher talent and drive growth through quality people..

Okay, thanks. I'll step back..

Our next question comes from the line of David Feaster with Raymond James. Please proceed with your question..

Hi. Good morning, everybody..

Good morning..

Maybe just kind of following up on that same line of questioning, just touching on the growth, we've got 1Q originations at a six-year high, improving origination activity, we got new hires on the docket, and hopefully slowing payoffs and paydowns in a rising rate environment.

I guess just how do you think about your growth outlook going forward? Do you think we should see growth beginning to accelerate? And then I guess within that, how do you think about your C&I contribution? Or just in general, how do you think about the drivers of that growth as we look forward?.

Thank you. Good question. We are counting on or I should say planning for a higher growth, net growth. The payoffs, as you noted, have been elevated. It's very competitive in the market, but we continue to add to the pace of origination. So we certainly look for that net number to improve.

Some of these new hires are certainly driving that, but also in the geographic footprint. So even though one of our regions had good loan growth that was actually because we were at a presence and relationships in Sacramento. So we look for our new market there to continue to help drive growth.

And I'm sorry, what was the second part of your question?.

And just sort of how you --?.

We continue to see over the last few quarters adding a good number of new relationships. And some of those are obviously C&I. We've seen our C&I commitments go up, that doesn't always get reflected obviously in outstanding, but we have a concerted effort to continue our calling efforts on C&I..

Okay, that's helpful.

And then maybe shifting gears to the margin, I guess maybe could you update us on your expectations for rate sensitivity just given some of the portfolio changes in the quarter and the CLO purchases? And then just combining improving new loan yield, like you talked about in your commentary, better new securities purchases, prospects of additional hike and an improving earning asset mix as you continue to drive growth, do you think the margin is troughed here and that we should start seeing expansion as we look forward?.

Yes, I think we should see expansion going forward. Q1 did have a lot of effects that were based on fee amortization and accretion on acquired loans. So there was some noise in the margin this quarter. We are seeing some improvements in rates on loans originated.

But there still is -- with the large CRE portfolios, those loans are some of our highest rates. So getting the lift over the existing portfolio rates, we're still working through that. I think future rate increases will really help with that. Just to refresh our loan repricing less than or equal to one year is roughly 20% of the portfolio.

And then within five years, 60% of the portfolio would turn over. We've got a small percentage of loans on floors that I think with the next increase will pretty much clean that out. And 51% on non-interest bearing deposits and also the investment portfolio is throwing off a lot of cash flows.

So as those get reinvested, we should see some lift as well. So, yes, we are definitely asset sensitive and looking forward to future interest rate increases..

Okay, that's helpful. And then just maybe touching on credit more broadly, I mean, look, you've got phenomenal asset quality, a tremendous track record and an extremely conservative approach to credit. But just kind of listening to your prepared remarks talking about remaining disciplined and it sounds like maybe passing on some more deals perhaps.

Just curious your thoughts on the competitive landscape and whether you're starting to see more pressure on structures or standards? And if so, where? And whether you've begun tightening the credit box at all as a result of some of this?.

Thank you. Out in the market, I see the structure of deals, new deals looking similar to what we've been experiencing over the last year.

So if you're talking about some of the payoffs that have happened from third party refinancings, I would say those in some cases have been done in structures where we just say, that doesn't make sense for Bank of Marin. I'm not the one to disparage my competitors. So I don't see it necessarily worsening on new deals per se.

In terms of our approach, we're not tightening right now. I think obviously we always, as you just pointed out, take a conservative approach to credit underwriting, but we will continue to look for deals very similar to how we have..

Okay, that's helpful. Thanks, everybody..

Thank you..

Thank you..

Our next question comes from the line of Matthew Clark with Piper Sandler. Please go ahead..

Hi. Good morning..

Good morning..

Good morning..

Maybe just first on the securities purchases in the quarter, can you give us a sense for the expected yield on those purchases? And how that compares to the opportunities you might be seeing since quarter end in terms of rate?.

Yes, I'd say that we were putting those on, on an increasing rate. So obviously, the ones we put on towards the end had higher yields than the ones we put on at the beginning. But on average, the yields on those purchases compared favorably by category to where we added them to the portfolio.

So I would say, as we continue to deploy cash, we're going to get the benefit of those rising rates..

Okay.

And then on asset mix, obviously an unfavorable mix shift this quarter, securities contributing more to earning assets relative to loans with some additional PPP runoff and the deposit growth you ended the quarter with, do you feel like that loan to earning asset percentage might decline one more quarter before it starts to migrate higher?.

That's a tough question. We're rebuilding the pipeline on the loan side, because we've had some really good activity, but I'll let Tim speak to that. So there might be -- timing is always uncertain on when the loan originations come through. But on the investment side, we're really trying to make sure that we're staying fully invested.

But we're gaining ample liquidity to move that into loans as soon as needed. So I'll turn it over to Tim to talk about that..

The pipeline continues to be robust. As you know, we don't give guidance on that. And certainly timing of that is always hard to predict. But we expect to continue the trend with them..

Okay, got it.

And then, Tani, maybe in terms of the contribution of purchase accounting accretion in the quarter and PPP as well in terms of fees, if you have the two numbers?.

Yes, let me see if I can find those. There were a lot of moving parts up and down. So let me come back to you on that, Matt..

Okay. And then just to clarify on the expense outlook, first quarter you tend to be seasonally higher and it tends to trail down in terms of the run rate historically.

If we exclude the merger charges and you have an $18.8 million run rate, is it fair to assume that you're consistent with prior years that run rate should come down in addition to the benefit of the cost saves?.

Yes..

Okay. And then last one for me just on the buyback. It's slowed a bit this quarter.

Was that just taking into consideration the AOCI swing or was that more a function of being cautious on the economic outlook, and whether or not your appetite might increase from here?.

I would say yes. It was being cautious due to the C&I impact of rising rates. It was also due to the continued rise in our deposit base and the potential impact of that on capital ratios. And so we just have taken a cautious view to see where those trends go. But it's certainly something we will continue to consider, yes..

Okay. Thank you..

Our next question comes from the line of Andrew Terrell with Stephens. Please proceed with your question..

Hi. Good morning, Tim. Good morning, Tani..

Good morning, Andrew..

So everything sounds good on kind of the loan growth side, but I wanted to touch on the kind of other side of the balance sheet, I guess, just kind of the Feds current stance, just was hoping to get kind of some updated expectations around deposit growth throughout the year?.

So we continue to see deposit growth in the first quarter. Subsequent to the first quarter, there's always fluctuations. But we have seen a little bit of a decline. Whether that's going to stick or not, I'm not sure.

And, obviously, we originally thought that the deposits would run off quite some time ago, especially the money that was deposited associated with PPP lending program. But if you look back at what happened during the financial crisis, there was a big lift in liquidity throughout the system.

And back then everybody thought that the liquidity was going to go out and everybody's percentage of non-interest bearing deposits would go down. But in fact, ours stayed up. And so if we look back at history and then try to extrapolate what that might mean, we could see some deposit outflows. But in general, we are on an upward trend.

We've been on a pretty steady upward trend throughout the cycle. So I think we have some -- there will probably be some rate shoppers that go out there and start investing in CDs. We're not a big CD shop, so we won't compete on that side.

But I think in general, most of our customers are operating account customers and there are a lot of inflows and outflows, but on average an upward trajectory that we'll see, but it's a new day..

Yes. Okay, I appreciate the color. I'm going to go back to just some of those securities build. It was good to see some of the liquidity got deployed this quarter. I think there was about 170 million or so of cash still in the balance sheet at the end of the period.

I guess, one, do you view that as kind of a normalized cash position? And then, two, just updated expectations on could we see more of a built in securities as we roll throughout the year or is the repricing benefit more of just kind of the role of the securities book?.

Yes. I think that if you look, we've been kind of paring down that cash position for some time. And we did invest opportunistically. So it's coming down. And my preference is to take it down a little bit more. We've got plenty of contingent liquidity that we've never used. And we still have 180 million in off-balance sheet deposits.

So we're not concerned about liquidity. So running a little bit closer on the cash position should be completely fine. And as long as rates are going up or at an elevated place, we will continue to invest..

Okay, perfect. I appreciate taking my questions. And I would also echo kind of an earlier comment. I think some of the moving pieces in the core loan yield this quarter would be helpful, but I'll step back. Thanks..

Thank you..

[Operator Instructions]. Our next question comes from the line of Stuart Lotz with KBW. Please go ahead..

Hi, guys. Good morning..

Good morning, Stuart..

Good morning, Stuart..

Most of my questions have been asked. But, Tani, maybe just one more on the margin and how you're kind of thinking about, given the expectation for a little bit more of aggressive Fed this year [indiscernible] 50 basis point hike in May.

How you're thinking about the positive betas this cycle? And just given with the 57% loan on deposit ratio, do you anticipate having to move rates or how are you guys thinking about the direction of your interest bearing deposit costs from here?.

Yes. We've always maintained a low cost of deposits. And I think we will continue that discipline. In the entire industry, I think you'll probably see the betas be lower this cycle then they have been in the last cycle.

But I think for us, we model pretty conservatively based on historicals and we have recently run a historical study and seeing that our actual betas are lower than what we've been modeling. So we are going to lower the betas in our model going forward just so the numbers that you see in the Qs will reflect that.

But yes, I'd say it's not going to be a lot different than in the past. We're going to be slow to respond, because like I said, those operating accounts, that's where we focus our energy and make sure that we have enough liquidity to absorb the fluctuations of large movements in the operating account..

Got it.

And maybe one more kind of an accounting question, and not to circle back to the AOCI, but given we've seen rates move further this quarter, is there any more appetite for remixing from AFS and the held-to-maturity? And how are you thinking about another potential hit to book from AOCI this quarter? Do you plan to try to limit that further and how does that ultimately play into your buyback appetite with 35 million left in your authorization?.

Yes. So we run stress tests on that. And we've obviously run them on the revised AFS portfolio and are pretty comfortable with where we stand now after that movement.

So we -- what I would say is probably additional purchases for the time being are most likely directed to the HTM portfolio as opposed to AFS so that we won't exacerbate our existing position. But I'd say we're comfortable with where we are now. We have a good capital cushion for that.

And as Tim said, we'll take a look at the share repurchases going forward in light of how quickly things move and whether or not we're comfortable with that..

Okay, very helpful. Thanks for taking my questions..

Our next question comes from the line of Tim Coffey with Janney. Please go ahead..

Great. Thank you. Good morning. Thanks for taking my questions..

Hi, Tim..

Hi.

How are you doing? The payoffs that you're seeing, what percentage of those would you say are related to rate you just aren't interested in versus structures that you still want no part of?.

If you look at the biggest chunk of the payoffs in the quarter, so a good chunk of it was still just people selling underlying assets or paying off with cash. That was a fairly good portion of the entire amount. If you look at the third party refinancings, some of it was rate, but the largest one in there was over structured.

So we have continued to see that. And certainly, we want to be competitive. But we're disciplined as you know, Tim. But the largest chunk of that third party refi on the quarter was over structured as opposed to rate..

Okay.

And then a follow on to that, to the extent that you have fallout out of the pipeline, is it related to price or structure?.

Probably a combination thereof, meaning some of one, some of the other. It's a competitive market. But the team, our new Head of Commercial Banking, Nikki Sloan, the new regions, they've really been able to deliver a lot out of the pipeline over the last couple of quarters. So I feel more solidly about that migration of deals in the pipeline to close..

Absolutely, it will be and the first quarter was very strong on that front. And then I guess my last question to see kind of on -- your thoughts on M&A going forward. You complete a sizable conversion for you.

And now that you're on the other side of that, what do you think about the landscape?.

In terms of the overall landscape, my thoughts are probably no better than yours. I do think we always continue to have conversations. But you know how banks were sold not bought, so I can't control the timing of that. But right now, we're just happy that we completed this conversion. The team did a great job.

We're happy to be operating under one banner on one system and excited to see how we can grow that combined platform. So while that's always a topic and always something to consider, at the time there's nothing going and we want to focus on organic growth in the meantime..

All right, very good. Thank you very much..

Thank you..

Thanks. I do have the answer to the burning question. So the acquired loan amortization and accretion had an impact of 485,000. The fees on the SBA PPP loans were lower by 287,000. This is quarter-over-quarter. And then the prepayment penalties were lower by 332,000 versus the last quarter.

So if you guys want the absolute numbers, I can send those out via email, but those are kind of the -- that gives you a magnitude of the drivers of the differences between Q4 and Q1..

We have a follow-up question from the line of Andrew Terrell with Stephens. Please go ahead..

Hi. Thanks for taking a follow up and thanks for providing that, Tani. I just wanted to circle back. Can you disclose where weighted average new origination deals are coming on at in the first quarter? And then, Tim, I know you spoke to some of that of the lift in new loan pricing.

Are you able to kind of quantify to what extent you've seen kind of new origination yields pick up so far? Thanks..

Yes. Thank you. I don't have specifics on that. The yield in some cases is pretty marginal or the incremental increase is pretty marginal at this point. But we continue to see that rise. And I don't have that weighted average number for you, Andrew..

Okay, no problem. I appreciate it. Thanks..

Thank you..

We have no further questions on the phone lines..

We did have a couple of webcast questions. I'll just read those off. The first one was any color on the slowdown in buyback pace in the quarter? What your appetite might be for the remainder of the year with the stock in the low 30s? So my answer would be similar to the question earlier where we did take a cautious approach in the quarter.

We'll continue to look at that because of the ongoing impact of rising rates on the securities portfolio and AOCI and the deposits, but it's certainly something we're keenly interested in going forward. We just have to be cautious and make sure we can do that in a disciplined way.

The second question is going into Q2, what is the size of the pipeline and what are you expecting for loan growth for Q2 and the rest of the year? So as the frequent callers on here know, we don't give guidance. It continues to stay robust. And as I mentioned before, the conversion of pipeline opportunities into closed loans has continued to improve.

And so we continue to be optimistic. But that is guidance we don't typically give. But thank you for the question..

There are no questions on the phone lines at this time..

Thank you very much. Thank you everyone for your questions and for joining us. .

Thank you..