Good morning and thank you for joining Bank of Marin Bancorp's Earnings Call for the Fourth Quarter and Year Ended December 31, 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. Operator provided instructions. This conference call is being recorded on January 24, 2022. Joining us on the call today are Tim Myers, President and CEO, and Tani Girton, Executive President, Chief Financial Officer. Our earnings press release, which we issued this morning, can be found on our website 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 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, January 21, 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 and welcome to the call. I'd like to begin my first earnings call as CEO of Bank of Marin by affirming that we remain laser-focused on serving our customers and communities while consistently driving long-term value for our shareholders. We generated solid results for the fourth quarter and full year of 2021, while maintaining capital, liquidity and overall credit quality. These are the hallmarks of our consistent performance. Our acquisition of American River Bankshares in 2021 expanded our footprint into Greater Sacramento, one of the fastest growing regions in California. Importantly, it provided us with better scale to maximize efficiencies and drive growth into the future. The integration of American River is on track as we approach core systems conversion in late March. We also continue to make strategic hires and develop our teams to support growth. Several of our key hires have been in the Greater Sacramento region, and I'd like to take a moment to highlight one of them. In late 2021, we hired Deepak Bhakoo as Senior Vice President, Commercial Banking Sales Manager. In this newly created position, he will oversee the bank's commercial banking growth initiatives across our entire footprint. Deepak is a great example of the talent we continue to attract as we grow. With nearly 20 years of commercial banking expertise, including deep lending experience in the Greater Sacramento area, he has a strong track record of building successful teams. This will serve us well as he expands our new client acquisition efforts and helps guide our growth initiatives. For the full year, we generated strong loan production in Napa, Marin, Oakland, and Walnut Creek. Late in the year, our commercial banking teams in these and other key markets including Sacramento, were successful in bringing new clients to the bank and expanding existing relationships. These efforts helped generate a notable lift in loan production in the fourth quarter, and we expect that drive to continue. The pandemic is still with us, but we continue to adapt as necessary and manage the business for ongoing growth. We, along with our customers, have learned a great deal over the past two years. I am confident we will continue to accelerate momentum gained through the past year to deliver value for our shareholders in 2022 and beyond. Now for some key highlights. Net income for the full year was $33.2 million or $2.30 per share, representing a return on assets of 0.94% and return on equity of 8.4%. Excluding one-time merger-related and conversion costs, net income would have been $38.1 million or $2.64 per share, representing a return on average assets of 1.08% and return on average equity of 9.67%. Loans increased 8% to $2.3 billion at year-end 2021, up from $2.1 billion at December 31, 2020. Year-over-year growth was driven by the American River acquisition and non-PPP commercial loan origination, the majority of which were investor commercial real estate loans. $181.7 million of non-PPP loan originations were distributed across our footprint. Loan growth was offset by PPP forgiveness, commercial real estate asset sales, and commercial payoffs due to ongoing borrower deleveraging. As of December 31, there were 368 SBA PPP loans outstanding, totaling $111 million, net of $2.5 million in unrecognized fees and costs. Deposits grew $1.3 billion or 52% in 2021 to $3.8 billion, including $790 million acquired from American River Bank on August 6. Non-interest-bearing deposits increased $556 million in 2021 and made up 50% of total deposits at year-end. Our already low cost of deposits decreased further to 7 basis points for the full year of 2021, down from 11 basis points in 2020. We reported a net increase in substandard loans in the fourth quarter, primarily due to one borrower with two secured investor commercial real estate loans that were negatively affected by the pandemic. However, non-accrual loans represented only 0.37% of the bank's loan portfolio as of December 31. The $8.4 million in non-accrual loans at year-end included two secured owner occupied commercial real estate loans, totaling $7.1 million, which were placed on non-accrual status in the fourth quarter of 2020. Bank of Marin Bancorp continued its share repurchase program, repurchasing 149,983 shares, totaling $5.6 million in the fourth quarter of 2021. Given our continued strong capital position and solid 2021 results, our Board of Directors declared a cash dividend of $0.24 per share on January 21, 2022. This represents the 67th consecutive quarterly dividend paid by Bank of Marin Bancorp. Now, I'll hand the call over to Tani to discuss our financial results.

Thank you, Tim. Good morning, everyone. Fourth quarter 2021 represented the first full quarter with the combined assets of Bank of Marin and American River Bank. Net income of $9.7 million increased from $5.3 million in the third quarter and $8.1 million in the fourth quarter of 2020. As shown in the earnings release reconciliation of GAAP and non-GAAP measures, fourth quarter net income would have been $10.5 million and earnings per share of $0.66 without the merger-related, one-time and conversion costs. Return on average assets of 0.9% for the fourth quarter would have been 0.97% without those costs, and the 8.5% return on equity would have been 9.19%. While non-PPP loan originations exceeded payoff by $7 million in the fourth quarter, total loans decreased by $61 million due to $54 million in PPP loan payoff and changes related to scheduled amortization and utilization. $80 million in non-PPP loan originations for the quarter was up significantly from $43 million in the fourth quarter of 2020. Quarter-over-quarter, average loan balances increased $80 million and the yield increased 10 basis points to 4.43%, mostly due to lower rate PPP loans paying off. While average yields on investment securities decreased 36 basis points, higher balances significantly contributed to an increase in quarterly net interest income. Fourth quarter 2021 net interest income of $30.6 million increased $2.9 million over the third quarter. Net interest income increased $7 million over the same quarter last year due to higher loan balances and a 52-basis-point higher average loan yield, resulting from accelerated fee recognition on PPP loan payoff. Incremental balances in the investment portfolio added $2.4 million to net interest income despite the lower average yield. Overall, average interest earning assets increased $1.3 billion. The tax equivalent net interest margin was 3.03% for the fourth quarter of 2021 compared to 3.15% in the prior quarter and 3.4% in the fourth quarter of 2020. The 12-basis-point decrease from the prior quarter and the 37-basis-point decrease from the same quarter a year ago were primarily due to a higher proportion of investment securities and the growing balance sheet. The balance sheet continues to be asset sensitive and well positioned to benefit from rising interest rates. Non-interest income totaled $2.7 million in the fourth quarter compared to $3.6 million in the prior quarter and $1.8 million in the fourth quarter of 2020. The decline from the third quarter was largely due to $1.1 million in bank owned life insurance benefits collected in the third quarter. The increase over the fourth quarter of 2020 was spread across most categories and largely resulted from increased activity related to our expanded deposit base. Non-interest expense of $19 million in the fourth quarter of 2021 declined $3.7 million from third quarter, mostly due to lower merger-related one-time and conversion costs. Higher loan originations in the fourth quarter led to more deferred costs which reduced salaries and benefits, while year-end true-ups to incentives and benefits had the opposite effect. Full-year non-interest expense of $72.6 million increased $14 million over 2020. $6.5 million of that increase came from acquisition-related one-time and conversion costs. Additional personnel from the merger, annual merit increases, lower deferred loan origination costs and year-end true-ups to incentive also increased salaries and benefits. Other increases included consulting expenses related to PPP forgiveness and higher data processing expense associated with increased transaction activity. Several other categories increased due to the bank's larger size and charitable contributions decreased due to supplemental contributions in 2020 related to the pandemic. The efficiency ratio for the quarter excluding merger-related one-time and conversion costs was 53.6%, and improved from 56% third quarter and 55.9% in the fourth quarter of 2020. The effective tax rate increased 50 basis points to 26% in 2021, primarily as a result of non-deductible merger-related expenses. In closing, 2021 presented both challenges and opportunities, and we effectively navigated the environment while staying committed to the principles underlying our long-term success. We are pleased with these results and are ready to take on the New Year. And now, Tim would like to share some final comments.

Thank you, Tani. Bank of Marin continued to deliver solid performance in 2021, while growing and expanding our footprint. We entered 2022 confident in our ability to navigate the remaining stages of the pandemic and respond to our customers' needs as we continue our transition to a post pandemic economy. Following our acquisition of American River, our ongoing efforts to attract skilled leaders and revenue generating talent will help us further build out our team in Sacramento and drive growth across Northern California. Thanks to everyone on today's call for your interest and support. With that, we will open the call to your questions.

Operator provided instructions. Our first question comes from the line of Jeff Rulis, D.A. Davidson.

Wanted to get into the expenses. I think the core is running a little lower than I had anticipated. Maybe you're capturing the American River cost saves ahead of time. Can we get — just to catch up on how successful you've been on obtaining cost saves to date and then what the — I think Tani mentioned the conversion occurring in March. What that might do to the absolute number as well?

I'll start high level and then Tani can take over. So, as of right now, we're tracking ahead of plan on one-time costs and cost saves going forward. Tani can give any specifics there.

I would say, if you look at Q4 without the acquisition costs, that's a pretty good indicator of our run rate. Also, if you look at what the conversion and one-time expenses that were included in the fourth quarter, that's a good indicator of what might show up in the first quarter because our best estimate of what is going to be expensed over the course of the conversion is accrued over the course of the conversion.

If we get back to that core run rate, if you think something just below $18 million is the core, and if we just focused on sort of non-one-time merger costs, I guess post conversion is there more stages to go or is that sort of from there it's going to be offset by maybe the wage inflation and others so that $18 million run rate and then it kind of carries on from there post conversion, I guess, as we get into the second quarter?

Well, when we model our cost saves, we model those to increase over time with inflationary and merit increases and that sort of thing, but the absolute expenses, obviously, over time, will go up because for those same reasons.

So, if I read you right, post conversion, you wouldn't anticipate the run rate to be meaningfully disrupted and then, over time, it probably reverts to some growth.

That is correct.

Switching gears, just on the margin and the securities investment of that build, understandable with what's happening with loans as well as the transaction on liquidity. Just wanted to see about the balance of 2022, how you manage? Is there additional interest in the securities portfolio? I think the short answer would probably be preferred loans, but how does that manage? And with the backdrop you've said you remain well positioned on rates, how do you manage the balance sheet versus what you think the output on the margin would be?

I'll just quickly say, Jeff, to your point about, we would much rather prefer and are targeting putting more money to work in loans. So, we talked about in the release hiring Deepak Bhakoo to have a disciplined, consistent sales process across the footprint, really hammer home the relationship banking, which done correctly helps with the yield, but certainly Tani has a lot to do on the security side.

The balance sheet remains asset sensitive, as I mentioned. And last quarter, we reported on a static balance sheet in an up 100 basis point environment and an increase in first year NII of about 2.8%, and in the second year 6.9%. So, that's pretty well balanced and a little bit heavily weighted towards an increasing rate environment, but we're probably a little bit lower on asset sensitivity than we were then because we have deployed some of our cash into securities. But remember, that's a static balance sheet. So, to the extent that we grow loans, that's going to be improved. Also, with the probability that interest rates will go up, that is definitely a tailwind for us. PPP loans, we've got about $2.5 million in fees net of cost left to amortize. After that goes away, that's a bit of a headwind. But another tailwind we have is that we've got a ton of liquidity. So that supports our ability to lag deposit rates on the way up when interest rates increase. And then the last point is that as we've deployed cash into the investment portfolio, most recently with rates up, we've been able to do that at a yield that is higher than the average yield on the portfolio. That sounds like on the securities to loans, that mix in the near term — you're growing NII on some volume and sounds good on the rate outlook going forward. So, I appreciate the detail.

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

I just wanted to start on the organic growth outlook. Great to see the new hires. Looks like originations really accelerated in the fourth quarter, but pay-offs and paydowns are still a headwind. Maybe just can you talk about some of the puts and takes with loan growth as we're looking forward? Why do you think we've kind of dropped here on a core basis and just how you think about organic growth heading into 2022?

That's a key focus of ours, David. Certainly, one of the nice things if you look on a group-by-group basis across our commercial banking office network, we had much more even production in the year. So, we're really seeing some of the newer offices where the offices that were not just Marin — I mean, for the full year, Marin was a third of our total production. So, we're seeing some really good production out of regions like Napa, Oakland, but also key areas like Walnut Creek and San Mateo. Walnut Creek was started shortly before the pandemic and was completely diverted to — that was our PPP team. They had one of the better production years this year as the time demands on them declined with PPP. We're seeing good activity in San Mateo, which was started right in the middle of the pandemic, which is a horrible time to start a commercial banking office in a relationship banking model. So, I think with Deepak coming in and continuing to drive that consistent sales process, I feel very good about that more even growth. It really gives us an opportunity to drive the kind of targeted loan growth that we want. Certainly, there are headwinds. The payoffs, a lot of those have been out of our control with asset sales and cash paydowns due to deleveraging, but we did have a fairly large amount of third-party refinancing. So we really made an attempt to tackle that in terms of calling on our customers, making sure we're getting in front of issues, but also — and you see that in some of the NIM decline, is the loan yield, in targeted areas being more aggressive on loan pricing to retain and attract new customers. It is better to put that money to work in loans. So, we will continue all those approaches to continue the organic growth. We have a good pipeline right now. We don't comment on amounts. But despite the amounts that funded in Q4, we have a healthy amount of loans we're expecting to fund. The new team that we've hired out in Sacramento has developed a good pipeline already. And we'll just continue to hammer on those key factors.

Maybe just any thoughts on the additional new hires. There's been a lot of disruption in the market. Just curious whether you're seeing more opportunity for new hires and just how you think about new hires going forward.

Well, that disruption goes both ways, David. We've had good people come, we've had good people leave. It's an aggressive market. And that, again, that works both ways, for us and against us. But that team in Sacramento is a really good example. Our scale, our ability to do loans out in the Sacramento market allows us to attract people that had done very well in prior jobs. And like I said, they already have a considerable pipeline. And in Deepak's role, there'll be pushing that out to our other regions, as well. So, again, it can work both ways. But we've certainly benefited and we are looking to fill key positions still going forward.

One other quick one. Can you just remind us of the seasonal expenses that you'd expect in the first quarter? And I guess, maybe we should expect a little bit of a bump in that first quarter before kind of coming back to that upper $17 million run rate that you were kind of talking about?

Yeah, that's exactly right. We do typically have a bump in the first quarter relative to the resets of the 401(k) contributions related to the bonus payouts and 401(k) payments associated with that. So, that's a really good point. And we had a question on the webcast regarding that as well, asking if $18 million per quarter sort of was the run rate based on fourth quarter minus the acquisition expenses, and that is correct. But that $18 million would not include that first quarter cyclical bump.

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

Maybe just to round out the expense related discussion and get more specific. I guess, how much of the $6.1 million of annualized cost saves we realized so far? And what do you think the upside is to that $6.1 million when it's all said and done?

Sorry, Matthew, I'm not sure where the $6.1 million is coming from. You're running that number based on what American River Bank's costs were prior to the merger? So, we'll just talk conceptually. Yeah. So, first of all, we used consensus estimates when we ran our model. And we only estimated about a 25% realization of cost savings in the first quarter. So, it's very early days on that. But I think, in general, when we look at — so where most of those cost saves come from is in salaries and benefits. And when we look at where we are and where we're headed, over the course of the acquisition and post conversion, right now, it looks like we're going to exceed the projected cost saves. We also modeled a 75% realization of those in 2022. The increase in numbers that we quoted in the investor presentation, remember, we're on a fully phased in basis. And so, fully phased in would be 100% realized in 2023. And that's because we've got a quarter of conversion in 2022.

The bump in reserves this quarter, and I think last as well, I guess what do you feel comfortable with that coverage ratio on a longer term based on the mix of your loan portfolio in terms of what you're targeting for your loan mix longer term?

The increase in the reserves due to CECL were really not necessarily a reflection of the credit quality in the portfolio. We feel good about the credit quality. We did have the one downgrade, but we feel like we have our arms around that. It was really an adjustment to the factors in the model that we mentioned in the earnings release, management, other factors. So, I don't think there's any reason to think that will worsen or continue. You can't predict when some of these credits will deteriorate, but we feel very good about our loan portfolio, credit quality and don't see anything in our plans in terms of portfolio mix that would materially impact that.

Shifting gears to the margin outlook and your asset sensitivity, what's the underlying loan and deposit beta that you're using for up to 100 basis points, if you have it offhand?

I'm going to pull that for you, Matt. I just have to go through some papers. So, give me a minute on that.

I'll try to shift away from questions for you, Tani. Maybe, Tim, on the buyback. You still have, I think, about $40 million left under the current authorization. I guess, what's your sensitivity to price? Is there a limit at which you will no longer buy back stock?

Yeah, I think we have $35 million left on the approved program, and the volume has slowed. But we're going to look as we go forward, Matthew, about our repurchase activity relative to other investment. So, just because they're approved, I'm not ready to say at this point that we're going to continue on that pace, irrespective of price. So we have to weigh as we go into 2022 and looking ahead where our investment priorities are and what the right thing to do is.

The last one for me, follow-up one for Tani. Do you happen to have the purchase accounting accretion embedded in interest income this quarter from American River?

That one, I will have to get back to you on. And same with the beta. I've got the average life here, which is roughly six and a half years, but the beta, I don't want to quote a number off the top of my head because I don't want to have to call you and say I got that wrong. So I'll be back to you on those questions.

Next question from the line of Andrew Terrell with Stephens.

Most of mine have been asked and answered already. But, Tim, was hoping you can maybe just provide an update on how you're thinking about M&A right now. Maybe just an update on appetite into 2022 or how kind of conversations are going or just where you might be focused and just any kind of color on M&A would be helpful.

Our focus is 100% right now on integrating and completing the successful conversion of legacy American River Bank. So, that is our total intense focus at the time. Going forward, as you know, banks are sold, not bought, and so you can't really control the timing. Part of my job is always to be out there, talking to other investment banks and CEOs and I will continue to do so. But there's nothing in the immediate works. We are 100% focused on integrating ARB.

Maybe one for Tani. Do you have the average yield for the new securities purchase in the fourth quarter, just to kind of square it with the margin?

I have that, but not here with me. So, I can get back to you on that. Because you're talking about the entire quarter, right?

Our next question comes from the line of Stuart Lotz with KBW.

Tani, appreciate all the detail, particularly on your asset sensitivity. But I guess, just kind of trying to piece that all together, how do we think about how quickly your loan book would reprice if we do get a hike here in March, just in terms of the kind of overall composition between fixed and floating rate.

If you look at the whole book together, about 18% of our loans repriced in less than or equal a year. And obviously, that doesn't include securities. Our securities portfolio, the duration on that is pretty short, and we get a lot of cash off of that portfolio. And then, 63% of the loan book reprices in less than or equal to five years. Only 4% of the portfolio is in the money on floors. And roughly one-third of that would reprice upwards once rates go up 50 basis points. The other two-thirds, 100. But that's a pretty small percentage of the overall portfolio.

Just from when you run your screen, from an asset sensitivity, most of the upside is from employing cash. And with cash back to 8% today, where do you see that trending? Is that really just driven by deposit inflows? And how quickly you can put money into better use in the securities book?

We continue to have deposit inflows, as you mentioned. It is a little bit hard to keep up with it, given where rates are, and we want to make sure that we invest opportunistically, which is why we had quite a few investments at the end of the third quarter and the beginning of the fourth quarter. And then, again, here more recently, in the last couple of weeks, when rates popped up again. So we try to manage that. We have a lot of liquidity off balance sheet too that we can rely on, if we have the opportunity to invest at higher rates. So, yeah, it's a full time job keeping the deposit base managed.

And maybe just one more for me. If we go back to the reserve outlook, I think the provision this quarter was probably driven by just the stronger production. So, how are you guys thinking about kind of a quarterly provision run rate in 2022 as charge-offs remain at near zero and maybe we do see loan growth start to improve. Just kind of any color there.

We don't expect any change in the charge-off numbers. I'll let Tani answer some of the ongoing provision expectation.

With CECL, that model is a lot more dependent on the underlying economic forecast. So, that's where you would get any fluctuations. And then, obviously, if we grow the portfolio, we're going to get some change associated with that. Normally, with CECL, very high percentage of the provision is based on the calculated or quantitative portion of the analysis. However, as mentioned, as Tim mentioned earlier, we have quite a few qualitative elements in there right now due to the change in the executive management, the integration of the ARB team in terms of underwriting and all of that. So, that's typical to what we did during the last acquisitions or during prior transitions from one chief credit officer to another chief credit officer. We just tend to bump those qualitative factors up a little bit, just because there's a little more risk. Another element of the qualitative factors is the model risk. And you will notice, though, that also in the qualitative factors, there was some reduction because we did have some improvement in some of the risks on classified and doubtful.

We try to take a conservative outlook on changes in leadership, integration of the ARB team, credit culture, et cetera. So, that drove a significant part of the increase.

Maybe just kind of one more here. Any update on utilization rates and where those are trending and have we seen any improvement in the fourth quarter and kind of going into 2022?

No. Unfortunately, Stuart, no. I think our overall portfolio utilization declined 8% from 34% to 33% quarter-over-quarter. And at that level, it sits exactly where it did at 12/31/2020. So, it has bounced around, though. We've had months where we've had considerable improvement. But we are still — just like the banks, a lot of our customers remain very liquid. And so, trying to predict when that utilization trend might reverse is really tough. There's a lot of liquidity out there and everywhere. So, I think that continues to drive usage levels. But I think you went from 34% to 33%, September to December, but as flat year-over-year.

While we're waiting for the next question, I'll get back to Andrew from Stephens on the securities purchased over the quarter. The yield was about 1.6% on average. So, obviously, some higher, some lower, but that was the average for the quarter.

We do have a question from the line of Tim Coffey with Janney Montgomery Scott.

I had a question on the loan yields on the loans you originated in the quarter. Can you talk about where they were relative to kind of the period-end yield?

Yeah, I have some numbers here. I won't give exact numbers. But we did see a decline in loan yields, particularly on a new production on investor real estate. Some on owner occupied real estate, as I mentioned earlier in the call, we've had a push to not just put cash to work, but play defense a little bit from really some of the highly competitive offers we see out in the market. So, we did go out with a lower loan yield on some of those. Most of the others are relatively close. But we did see a decline in that investor real estate, owner occupied real estate primarily.

The way to get offensive out there in this market right now, you talked about wanting to be more aggressive on pricing or at least competitive on pricing, I should say. Are these kind of like teaser rates? Or is this kind of how you're approaching the market right now?

No, we don't do teaser rates. This is just for a strong customer, strong prospect, being competitive relative to what we're seeing in the market. But we had a relatively small bucket that we allocated for that. We continue to have an intense focus on that relationship banking model, so we can get yields at a premium to market and, certainly, want to improve our overall portfolio yield. So we continue to focus on that. We're not explicitly saying let's be aggressive consistently. It's just being competitive where necessary to maintain and grow the loan balances.

Tani, what's a good way to think about your tax rate going forward, given the volatility we've seen in the last two quarters?

We would want to ratchet it down a little bit versus the full year 2021 because we had some non-deductible merger expenses. So, I would say, for the full year, that was worth about 50 basis points in the effective tax rate. And I'm going to come back to Matthew's question on the betas. So, the average beta for the portfolio that we apply in our interest rate risk analytics is 58%. And that includes a 74% beta on our money market accounts.

And we appear to have no further questions on the phone line. I'll turn it back to our speakers for any closing remarks.

Thank you very much for joining us on the call. I appreciate it. If anyone has any follow-up questions, please let us know.

Thank you. That concludes today's call. We thank you for your participation and ask you to please disconnect your line.