Bank of Marin Bancorp Q3 FY2021 Earnings Call

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Good morning, and thank you for joining Bank of Marin Bancorp’s Earnings Call for the Third Quarter Ended September 30, 2021. 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. The operator will provide instructions. This conference call is being recorded on October 25, 2021. Participating on today's call are Russ Colombo, CEO; Tim Myers, President and Chief Operating Officer; and Tani Girton, Executive President, Chief Financial Officer. We have also invited Misako Stewart, Executive Vice President and Chief Credit Officer to join us. Our earnings press release, which we issued this morning, can be found on our Investor Relations page 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 three of the press release for both GAAP and non-GAAP measures. Additionally, the discussion on this call is based on information we know as of Friday, October 22, 2021, 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, Russ, Tim, Tani, and Misako will be available to answer your questions. And now, I'd like to turn the call over to Russ Colombo.

Good morning, everyone. Thank you for joining us today on our first earnings call since the completion of our acquisition of American River Bankshares on August 6. Bank of Marin is now an organization with over $4 billion in assets, along with 31 branches in eight commercial banking offices across ten Northern California counties. The integration is progressing smoothly. The American River team has onboarded, and we are positioning the bank for long-term growth across a much larger and more diverse footprint. It is important to note that the third quarter marked the early stages of the integration process, and we did take on a substantial portion of the one-time merger costs in the quarter, impacting earnings and returns. We reported net income of $5.3 million and return on average assets of 0.56%. The decreases from $9.3 million net income and 1.2% ROA in the second quarter largely reflected the absorption of American River operations. Merger-related costs reduced third quarter net income by $3.9 million. In addition, a $1.8 million provision was primarily related to purchased American River loans without credit deterioration. In addition to the factors above, return on average equity of 4.99% for the third quarter was impacted by approximately $124 million of shares issued in conjunction with the merger. We have provided a reconciliation of GAAP to non-GAAP financial measures in the earnings release that illustrates the impact of the merger-related one-time and conversion period costs on various performance ratios. Excluding those expenses, year-to-date ROA and ROE would have been 1.13% and 9.87%, respectively, compared to 1.03% and 8.47% for the same period in 2020. Despite headwinds associated with the merger and a low interest rate environment, these adjusted results demonstrate the earnings power of the combined company. They also reflect our expanded ability to generate attractive returns for our shareholders. We continue to maintain one of the best deposit bases in the country. Now with an expanded team to deliver on our longstanding commitment to prudent underwriting and exceptional customer service, we are confident we will continue driving strong returns. Here are additional key highlights. Total loans increased to $2.3 billion, including just over $410 million in loans acquired in the third quarter. Credit quality remains solid. Non-accrual loans in the third quarter were just $8.4 million or just 0.36% of total loans. Total deposits grew by $1 billion during the quarter to $3.7 billion. The increase included nearly $808 million of acquired deposits. Non-interest bearing deposits increased by $378 million in the third quarter and comprised 49% of total deposits. The average cost of deposits was just 6 basis points in the third quarter, reflecting the low rate environment and the enduring strength of our relationship banking model. Thanks to our consistent profitability, the Board of Directors declared a cash dividend of $0.24 per share. This is the 66th consecutive quarterly dividend paid by Bank of Marin Bancorp. On October 22nd, the Board of Directors also approved an amendment to the $25 million share repurchase program approved on July 16, to increase its size by $32 million to a total of $57 million. Finally, as announced on September 24, I will retire as Chief Executive Officer of Bank of Marin and Bank of Marin Bancorp on October 31. I couldn't be more delighted that the Board has appointed Tim Myers to succeed me. I'm confident that Tim is more than ready to take the helm and deliver continued growth and positive results. Bank of Marin is in excellent strategic position and on solid ground financially. Our core results for the third quarter are firm. I'm very proud of the bank we have built over the past two decades and the talented team that drives our success. Now let me hand it over to Tim to give an update of our expanded loan portfolio and the Paycheck Protection Program.

Thank you, Russ. I want to thank Russ for his leadership and support over the years. We have worked very closely in recent months to ensure leadership continuity and a seamless transition. I wish you all the best in retirement. Now taking a look at our loan portfolio, excluding PPP loan payoffs and loans acquired from American River, legacy Bank of Marin’s loan portfolio was relatively stable in the third quarter. We continue to identify attractive opportunities, and actively engage customers throughout our expanded footprint from the Bay Area to Greater Sacramento. New loan originations in the third quarter totaled nearly $33 million. We are confident our combined resources will enable us to drive further growth across two of the most attractive metropolitan markets in the State of California. Elevated competition and loan payoffs continue to impact portfolio growth. Not including PPP, payoffs totaled $50 million in the third quarter, compared to $41 million in the year earlier period. These payoffs consisted largely of commercial borrower cash paydowns, real estate asset sales and third-party refinancing at prices and structures outside of Bank of Marin’s lending appetite. We are taking a disciplined approach, meeting our existing clients' needs and developing new relationships. Over time, we fully expect the power of our larger platform, new markets and added scale to drive increased origination. Our merger with American River brought together two institutions that share complementary values and disciplined fundamentals. I look forward to leading the combined team as we roll up our sleeves and work hard to ensure a seamless integration. By committing significant resources to this process, we are building a strong foundation to grow our franchise on a regional scale. On the PPP front, Bank of Marin and American River originated a combined total of over 3,500 loans, amounting to more than $550 million in two rounds of financing. As of September 30, we had 871 loans outstanding, totaling almost $165 million net of $4.2 million in unrecognized fees and costs. Of the 2,876 PPP loans funded by Bank of Marin, the SBA has forgiven and paid off 2,036 loans for a total of almost $285 million. The bank's PPP activity is winding down and we expect to enter 2022 with this program essentially complete. Our pandemic-related payment program is also winding down. As of September 30, we have two borrowing relationships with a total of five loans, totaling approximately $24 million remaining. We monitor the financial situation of these clients closely and expect them to resume payments as the economy continues to gain momentum. With that, I'd like to welcome to the call Misako Stewart, who was promoted to Chief Credit Officer on September 30. She will discuss our key credit metrics.

Thank you, Tim. It's great to join all of you today and best wishes to you, Russ. Credit quality remained strong, as Russ noted, with non-accrual loans representing 0.36% of total loans as of September 30, compared to 0.46% at June 30 and 0.07% a year ago. Classified loans of $19 million decreased by just under $12 million from the previous quarter's $30.8 million, despite an overall increase in our portfolio attributable to the American River acquisition, and compares to $11 million at September 30, 2020. The allowance for credit losses increased by more than $3 million and was comprised of a $1.8 million provision, primarily related to purchased American River loans without credit deterioration and a $1.5 million acquisition date allowance established for purchased credit deteriorated loans, which is recorded on our balance sheet. Other factors contributing to the allowance included portfolio growth from acquired loans, partially offset by an improvement in the underlying economic forecast. For comparison, the second quarter of 2021 included a $920,000 reversal calculated under CECL. In the third quarter of 2020, there was a $1.3 million provision for loan losses as determined under the incurred loss methodology due primarily to qualitative factors impacted by the pandemic. There was no provision for credit losses on unfunded commitments in the third quarter compared to a $612,000 reversal in the prior quarter and a $248,000 provision in the third quarter of 2020. Importantly, our credit quality helped firm throughout the year both before and after the merger and it is solid as we move to late 2021 and prepare for next year. I will now turn the call over to Tani to dig deeper into our financial results.

Thank you, Misako. First, let me also wish Russ farewell. Your steady leadership has successfully guided Bank of Marin through several acquisitions and multiple business cycles, including the recent challenges imposed by the pandemic. Thank you, Russ. As Russ noted, we reported net income of $5.3 million in the third quarter 2021. Diluted earnings per share of $0.35 compares to $0.71 in the prior quarter and $0.55 in the third quarter of 2020. Net interest income totaled $27.8 million in the third quarter compared to $24.5 million in the prior quarter and $24.6 million a year ago. The $3.2 million increase from the prior quarter was primarily attributable to the American River acquisition and the increase from a year ago resulted from the acquisition as well as higher PPP fee recognition. We recognized $2.3 million in PPP fees net of costs in the third quarter 2021, compared to $2.6 million in the prior quarter, and $1.7 million in the third quarter of 2020. American River contributed higher average loan yields, lower yields on securities, a lower loan-to-deposit ratio and a lower percentage of non-interest bearing deposits to the combined balance sheet, resulting in a tax-equivalent net interest margin of 3.15% in the third quarter compared to 3.37% in the second quarter. The decline in year-to-date tax-equivalent net interest margin from 3.61% in 2020 to 3.23% in 2021 was primarily due to the prolonged low interest rate environment. Non-interest income totaled $3.6 million in the third quarter of 2021 compared to $2.0 million in the prior quarter and $1.8 million in the third quarter a year ago. The $1.5 million increase from the prior quarter and $1.8 million from the third quarter of 2020 were mostly attributed to the collection of $1.2 million in benefits on bank-owned life insurance policies and increases in fee income from deposit accounts and debit card interchange activity. Third quarter non-interest expense increased by $7.7 million to $22.7 million from $15.0 million in the third quarter of 2020, primarily due to one-time and conversion period costs, as well as increased staffing related to the acquisition. Russ shared earlier some of our ratios excluding merger-related expenses. I also like to look at the efficiency ratio as a good indicator of operating earnings trends, because it does not include the impact of the provision for credit losses, which was primarily related to the acquisition this quarter. The reported efficiency ratios were 72.4% for the third quarter, 58.6% for the second quarter and 56.9% for the third quarter last year. Excluding merger-related expenses, the efficiency ratio would have been 56% for the third quarter, an improvement from 57.8% in the second quarter and 56.9% a year ago. All capital ratios were well above regulatory requirements. The total risk-based capital ratios for Bancorp and Bank of Marin were 15.0% and 14.4% respectively. Bancorp tangible common equity to tangible assets was 9.1% as of September 30, 2021, compared to 10.4% for the prior quarter and 11.0% a year ago, reflecting the success of our capital management efforts. Under the latest share repurchase program approved on July 16, we repurchased 445,735 shares totaling $15.9 million in the third quarter, bringing the cumulative total to 967,683 shares and $35.2 million in the first nine months of 2021. As Russ mentioned earlier, the Board of Directors has approved an amendment to increase the current program size by $32 million. In summary, we generated strong core net income while closing the largest acquisition in our history. The integration is underway and early indicators point to a successful realization of the synergies of this combination. With the addition of our American River teammates and new opportunities in the Sacramento market, we are well positioned for success across Northern California's key growth markets. And now, I'd like to turn it back to Russ for closing comments before we open the call for Q&A.

Thank you, Tani. I want to thank everyone on this call and all of our investors for your interest and support over the years. It's been an honor to lead Bank of Marin and a pleasure to work with all of you. The Bank is in great hands with Tim and our strong leadership team. I look forward to staying connected to the bank and may participate on the board. We appreciate your time this morning, and now we will open it up to your questions.

Thank you. Our first question is coming from the line of Jeff Rulis with D.A. Davidson. Please go ahead.

Thanks. Good morning and congrats, Russ. It's been a pleasure for the last decade-plus getting to know you and all the best in retirement. In terms of credit and the release, you talk about pricing and structure on some of the refinancings and some of the competition on refinancings. I guess, if you could capture where that competition is coming from and second, has that pressure increased linked quarter, or has that been pretty sustained?

Thank you very much, Jeff. Appreciate it.

Yeah. Good morning, Jeff. The pressure has been relatively consistent and it's been, if you look at year-to-date, coming from both bank and non-bank lenders. I'm not going to get into specifics about their terms, but we've seen longer-term interest-only structures, sub-3% loans and structures that are very competitive. Certainly one could argue that a loan at almost any rate is better than cash, but that's a transactional banking approach versus our relationship banking approach. We have a lot of other things that we consider in that process. I have not seen that pressure necessarily increase meaningfully quarter-over-quarter. There were just a couple of large transactions in the last quarter that made it look more dramatic in terms of a trend line. Overall, it's been pretty consistent.

Okay. Got you. Interested in — maybe this is for Tani — just on the expense run rate. We could clearly pull out the merger costs, but can you give a sense for where that would fit with American River in the fourth quarter for a full quarter, sort of pre-conversion and post conversion? Any thoughts about the levels, the go-forward run rate?

Yes. What I might suggest is to remove the acquisition expenses and then compare Q3 to Q2. Remember that there were only 55 days of combined conversion and retained personnel expenses in the third quarter — 25 days in August and 30 days in September. Those conversion period expenses were accrued and spread over the quarter, so you should expect a couple more quarters of conversion-related costs. In addition, there will be higher ongoing salary and benefits from retained personnel as part of the combined company. Hopefully that helps provide context.

Yeah. Understanding that sort of guide there is not what you typically provide, so helpful to get some pieces there. Maybe I just — last one is on the buyback side that shows some pretty big commitment not only the activity in the quarter but the step-up in authorization. I don't want to read too much into that, but I think you guys are pretty focused on integrating American River and making sure that's the focus, but the buyback on the side it seems like you’re pretty committed to that. Does that indicate anything about you'd like to be off the M&A game for at least the short while?

Yeah, Jeff. This does not indicate that we are on the sidelines on the M&A side; that's kind of a separate decision. Frankly, most deals these days are mostly stock, not cash. We feel like we have an excess amount of capital and we think the best way at this point is to buy back our shares because we still believe that our shares are undervalued and purchasing Bank of Marin stock right now is a good value for us and accretive to earnings for our shareholders. If an opportunity presented itself, certainly we would reevaluate the repurchase program, but right now, we're interested in continuing to look at M&A opportunities as well as buying back stock.

If I could add, we also want to ensure that we have runway in that program for when we go into blackout periods, so that we don't end up having a pause when we would prefer to be continuing to repurchase under our Rule 10b-18 plan. And to correct what I said earlier, there were 55 days of conversion period and retained personnel expenses in the quarter — 25 days in August and 30 days in September. Apologies for that earlier misstatement.

No. I got you there, Tani, so thanks for the comments. I'll step back.

Our next question is coming from the line of David Feaster with Raymond James. Please go ahead.

Hey. Good morning. Congrats again Russ on the retirement and it's exciting to see what's in-store under your leadership, Tim.

Thank you, David.

I did just want to start off on growth. Appreciative of the commentary on the competitive landscape and you guys sticking to your standards. But just curious what you're seeing on the horizon, maybe how demand is trending, what the combined pipeline stands at today and how you think about production and perhaps net growth on a combined basis now that the deal is closed?

Yes. Thank you, David. If you look at the trends of how production has progressed over the course of the year, the bigger decline for us has been on the consumer side on a dollar basis — that was about twice the decline of commercial on a year-to-date, year-over-year comparison. So we've got some demand issues there. We're also dealing with some tenant common loan issues in San Francisco. But really our focus is, and has always been, mainly on the commercial banking side. We are starting to see — as Russ has mentioned and I've said too — the relationship banking model was a little stalled during the pandemic. Getting people back out there, getting that engine started has been a little more delayed than we like, but we are seeing good activity, particularly in some of our new markets, which is very encouraging. Our biggest contributor in the last quarter was our new presence in Sacramento on a regional basis. The pipeline is increasing. We never give numbers, as you know, but activity in some of our new offices that were opened just prior to the pandemic is increasing, and those are all signs that we look to now that we're back out there. That activity will drive the production to get the numbers up. So we feel good about where we are, and we're going to continue to invest in ways to further that growth prospect.

Okay. That's great color. Thank you. And then, just wanted to get a sense maybe on the hiring front. There has been some disruption in your footprint given the strong culture and relationship focus as well as the larger scale — whether that's begun resonating and you've seen some more opportunities to hire new talent?

It goes both ways. People look at disruptions in the market. Certainly, we get targeted when an acquisition gets announced and recruiters are active. But with some of the hires that we've made — for example, Nikki Sloan in a commercial banking role coming from other institutions — we've seen some really nice activity and some actual hires and some ones we're looking forward to making in the near future. So yes, we think all those things will play in our favor. It is a competitive hiring environment for the exact same reason it's competitive for loans, but we feel optimistic that the pipeline to hire and get the growth we're looking for is trending in the right direction.

Okay. That's great. And then maybe just touching briefly on the wine portfolio. Just wanted to get a sense of what you're seeing there — how is demand in both Napa and Sonoma — and whether there's been any impacts from the drought at all on credit quality or growth or anything you're hearing from your clients?

I'll start in reverse order. We have not seen a real credit impact driven by the drought. That industry has cyclicality in terms of certain vintages and supply dynamics, and there have been factors beyond the pandemic, such as inventory selling through. Many of our tasting-room-oriented clients shifted to a direct-to-consumer model and sold a lot online, which helped them. We are looking at several new opportunities now, but I wouldn't say there's any notable trend one way or the other in that portfolio right now.

Thanks.

David, I just want to add an additional comment: in the last 24 to 48 hours we got eight inches of rain. Looking outside, rain has been pouring in the last days and we've had some power issues, but let's hope that helps end the drought. One other comment about hiring: the pandemic was significant for a relationship bank like ours because having people at home made it more difficult to be out with clients. Now people are back in the office and seeing clients. That is no coincidence with the pickup in the pipeline — people are out there and getting in front of clients and finding new opportunities. I personally am optimistic and excited about what the numbers will look like over the next six to twelve months. When we're in front of our clients is when our bank performs best.

That's great. Thanks, everybody.

And our last question in queue is coming from the line of Timothy Coffey with Janney. Please go ahead.

Thank you. Hey, Russ — congratulations on your retirement and glad to see you're still being involved with the bank going forward.

Thank you, Timothy. Yeah. I'm excited. I'll still be on the Board, so I will certainly be around.

Great. Tim, I want to start with you. I want to circle back to one of the questions you had about the activity of your client base. Generally, you see your clients being more active, which shows up in fee income. One specifically about your client base that invests in real estate — have you seen them become a little bit more active since the summer?

Not to the extent I've heard in some other parts of the market. We've actually seen some of that deleveraging that we referenced, which was really double payoffs of loans mostly from investor real estate loans — about twice the pace year-to-date versus last year. So I think the activity in terms of actual transactions has been more muted, though the pace of conversations and the level of interest has picked up. There's a greater sense of urgency, but we haven't really seen a big spree of clients going out and getting transactions. Our goal is to be out there so when they do move, we're in a position to do the deal. The pipeline is picking up and we expect that to transition into activity in the near future.

Okay, great. And then historically the company hasn't operated with as much liquidity as you have right now. What's the appetite to become a little more aggressive in allocating that excess liquidity?

So, Timothy, we were pretty active in the third quarter in terms of deploying some of that cash into the investment portfolio. We also received a significant cash balance from American River in the course of the acquisition. We were still active in early October purchasing securities, so we are working hard to bring those cash balances down. The duration of our investment portfolio continues to be short enough so that if Tim needs more money to fund loans it will be readily available for him. We are also aware that the upward trend in deposit growth may not continue, although we haven't seen it check itself yet. We're prepared for that if it occurs as well.

Okay, great. Thanks, Tani. Those are my questions. Thank you very much.

Thanks, Timothy.

Thank you, Timothy.

We have no further questions over the phone lines at this time.

Okay. Well, I just want to thank everyone for your time this morning as well as over the last fifteen years that I've been CEO. I'd like to say I look forward to talking to you next quarter, but I won't — I'll be around and available through the teams. It's been a pleasure and I really appreciate the support and interest in the bank over the years. So thank you very much.

That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your line.