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) July 27, 2020

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:
o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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.   o 






Section 7 - Regulation FD

Item 7.01  Regulation FD Disclosure

Bank of Marin Bancorp (Nasdaq BMRC), parent company of Bank of Marin, announced that President and Chief Executive Officer, Russell A. Colombo, Executive Vice President and Chief Financial Officer, Tani Girton, and Executive Vice President and Chief Operating Officer, Tim Myers, will be meeting with investors for the 21st Annual KBW Community Bank Investor Conference July 28th through July 30th, 2020. Due to restrictions around the COVID-19 pandemic, the conference will be held virtually.

A copy of the presentation that will be utilized by Mr. Colombo, Ms. Girton, and Mr. Myers will be available on Bank of Marin's website at http://www.bankofmarin.com under Investor Relations/News & Market Data/Presentations” on July 28, 2020. Refer to the 21st Annual KBW Community Bank Investor Conference.

The presentation is attached as Exhibit 99.1 and incorporated herein by reference.


Section 9 - Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.
Description 
99.1





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:July 27, 2020BANK OF MARIN BANCORP
By:/s/ Tani Girton
Tani Girton
Executive Vice President
and Chief Financial Officer



kbwcommunitybankinvestor
Exhibit 99.1 Banking with discipline and financial strength KBW Virtual Community Bank Investor Conference July 28-30, 2020


 
Forward-Looking Statements This presentation 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, natural disasters (such as wildfires and earthquakes), pandemics such as COVID-19 and the economic impact caused directly by the disease and by government responses thereto, general economic conditions, economic uncertainty in the United States and abroad, changes in interest rates, deposit flows, real estate values, costs or effects of acquisitions, competition, changes in accounting principles, policies or guidelines, legislation or regulation (including the Tax Cuts & Jobs Act of 2017 and the Coronavirus Aid, Relief and Economic Security Act of 2020, as amended), 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 Bancorp's operations, pricing, products and services. 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 presentation or to reflect the occurrence of unanticipated events. 2 Nasdaq: BMRC


 
Bank of Marin Bancorp Headquarters Novato, California Marin County, North of San Francisco Employees, full-time equivalent 295 Assets $3.2 billion Market capitalization $453 million Total loans $2.11 billion Total deposits $2.78 billion Footprint 25 locations in San Francisco Bay Area* Ticker BMRC (Nasdaq Capital Markets) Founded 1989 First branch opened in 1990 * San Mateo Commercial Banking Office to open in August 2020. As of June 30, 2020 BAUER Recent awards: COMMUNTY BANKERS CUP AWARD 2014 - 2015 - 2016 FIVE STAR BANK 3 Nasdaq: BMRC


 
288 Years of Combined Management Experience Through Economic Cycles Russell A. Colombo Tani Girton Tim Myers President, Chief Executive Officer EVP, Chief Financial Officer EVP, Chief Operating Officer • 45 years in banking • 34 years in financial services • 24 years in finance • Comerica Bank, Imperial Bank, • Bank of the West, and banking Security Pacific, Union Bank Charles Schwab, • U.S. Bank, Comerica Bank, CalFed Bank Imperial Bank James T. Burke Bob Gotelli Beth Reizman EVP, Human Resources EVP, Chief Information Officer EVP, Chief Credit Officer • 45 years in financial services • 26 years experience • 37 years in banking • Visa, Irwin Financial Corp., • Ralphs Grocery • Bank of California, Charles Schwab, Hibernia Bank, Bank of America Crocker Bank Nancy Rinaldi Boatright Brandi Campbell SVP, Corporate Secretary SVP, Retail Banking • 47 years in banking • 30 years in banking • Business Bank of California, • Bank of America Westamerica Bank 4 Nasdaq: BMRC


 
Balanced Approach to Growth Creates Long-Term Value Total annual shareholder return averages 10.9% over 20 years1 50 45 40 35 $33.33 30 $25.92 25 5 year average 20 annual return: 7.5%1 15 10 year average annual return: 9.6%1 10 1As of June 30, 2020 $1.30 5 Prior period share and per share data have been adjusted to reflect $1.18 the two-for-one stock split effective 0 in 2018. 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 Q2'20 Book Value per Common Share Closing Stock Price 5 Nasdaq: BMRC


 
Leading Community and Commercial Bank in Resilient San Francisco Bay Area Economy • 22 branches, 5 commercial banking offices and 2 loan production offices located across 7 Bay Area counties.* • Sound underwriting produces a high-quality loan portfolio with industry-leading credit metrics even in challenging economic periods. • Prudent lending paired with low- cost deposit base drives consistent (loan production office) earnings. * San Mateo (loan production office) * San Mateo Commercial Banking Office to open in August 2020. 6 Nasdaq: BMRC


 
Steady Loan Growth: Prudent, sustainable growth model $2.11 $1.84 PPP: $298.9 million $1.76 (12/31 in $ billions) $1.68 Excluding PPP $1.45 $1.49 $1.81 billion $1.36 2014 2015 2016 2017 2018 2019 Q2'20 Five-year compound annual loan growth rate: 9.52%1 (6.23% excluding SBA PPP loans) 1 Compounded annual growth rate from June 30, 2015 to June 30, 2020. 7 Nasdaq: BMRC


 
Large Low-Cost Deposit Base: A Key Competitive Advantage $2.78 $2.34 Increase in Q2 deposits (12/31 in $ billions) $2.15 $2.17 driven in part by $1.73 $1.77 $1.55 PPP loan proceeds Q2 2020 Cost of Deposits 0.09% 2014 2015 2016 2017 2018 2019 Q2'20 Time Deposits Interest 3% Bearing DDA Q2 2020 Non-Interest 5% Bearing DDA of 52%* Money Market (up from 46% at 06/30/15) 33% Savings 7% Non-Interest Bearing DDA 52% *As of June 30, 2020 8 Nasdaq: BMRC


 
Asset Quality: Disciplined Underwriting Standards Mitigate Risk and Produce Superior Asset Quality Through Economic Cycles 0.55% NPAs / Total Assets 0.13% 0.05% 0.03% 0.02% 0.03% 0.01% (increase is not pandemic-related) 2014 2015 2016 2017 2018 2019 Q2'20 NCO / Average Loans 0.04% 0.01% Net Charge-offs [ -0.01% -0.16% -0.00% 0.00% 0.00% Net Recoveries [ 2014 2015 2016 2017 2018 2019 Q2'20 2016 9 Nasdaq: BMRC


 
Ongoing COVID-19 Response • Funded over $300 million in PPP loans to over 1,800 small businesses, reaching nearly 28,000 employees in our markets • Contracted with a technology provider and a CPA firm to help our customers successfully navigate the PPP loan forgiveness process • Approved loan payment relief requests for over 260 loans with balances exceeding $386 million • Lowered interest rate floors on commercial Prime Rate loans • Waiving ATM and overdraft fees • Cancelling early withdrawal penalties for certificates of deposit when allowed by law • Suspended share repurchase program • Supporting local non-profit organizations through grants in place of events sponsorships 10 Nasdaq: BMRC


 
COVID-19 Response – Paycheck Protection Program (PPP) • Of the 1,800+ loans funded, approximately 80% did not have loans outstanding with Bank of Marin at the onset of the crisis. • 178 non-profit organizations received $57 million, helping protect payroll for over 6,000 of their employees. % of Total Tiers Tier Amount % of Total Number of Loans Number $150M and less $60,157,019 19% 1,330 73% >$150M - $350M $63,676,515 20% 282 15% >$350M - $1MM $89,049,374 28% 164 9% >$1MM - $2MM $43,262,638 14% 32 2% >$2MM - $10MM $60,170,955 19% 16 1% Total $316,316,500 100% 1,824 100% PPP information was collected to the best of our ability based on available and known information. 11 Nasdaq: BMRC


 
COVID-19 Response – Payment Relief Program Payment Relief Granted • Provided immediate relief to Bank of Marin clients 400 $338.6 experiencing hardship 350 • No additional information or underwriting required, 300 streamlined processing for existing clients 250 236 200 • Up to 120 days full deferral of principal and interest 150 payments or up to 120 days interest only payments 100 $28.8 • Rolled out on March 18 – First approval on March 20 50 17 $18.5 9 0 • We continue to have active discussions with our March & April- May-20 Jul-20 customers as relief periods begin to expire 20 Loan Balance ($ MM) Number of Loans % Secured by Weighted Average Loan Modification # Loans Loan Balance Real Estate LTV Full Deferral of P&I 166 $222,912,899 >92% <48% Interest only 96 $163,093,504 >95% <50% Total: 262 $386,006,403 >94% <49% Loan Modification information was collected to the best of our ability based on available and known information as of 7/10/2020. 12 Nasdaq: BMRC


 
COVID-19 Sensitive Industries Excluding PPP % Real Weighted % Total Industry Outstanding Balance Estate Average Portfolio Related LTV Retail Related CRE $184,773,951 9% 100% 39% Wine Related $76,686,179 4% 55% 38% Schools $67,360,693 3% 93% 35% Hotel/Motel $48,124,533 2% 94% 38% Health Clubs/Movie Theaters $17,937,959 1% 98% 35% Retail Businesses $13,185,704 1% <1% Medical $10,689,726 1% 82% 51% Dental $7,927,310 <1% 54% 43% Transportation/Energy Services $3,068,240 <1% <1% Industry/Property Subtotals $429,754,295 20%1 85%2 38% 1 Total loan portfolio balance is $2,110,200,667 2 $365,693,033 of COVID-19 sensitive industry loan balances are secured by real estate Does not include PPP loans which are guaranteed by the SBA. Information as of June 30, 2020 13 Nasdaq: BMRC


 
Q2 2020 Results Comparison Q2’20 vs 1st half ‘20 vs Q2’20 1st half ‘20 Q1’20 1st half ‘19 Earnings $7.4MM $178M $14.6MM $108M Diluted EPS $0.55 $0.02 $1.07 $0.06 Loan Originations (Non-PPP) $41.8MM $12MM $71.6MM $4.5MM PPP Originations $298.9MM $298.9MM $298.9MM $298.9MM Cost of Deposits 0.09% 12bps 0.15% 4bps Tax Equivalent NIM 3.53% 35bps 3.70% 33bps Efficiency Ratio 54.00% 279bps 55.42% 349bps Return on Average Assets 1.01% 8bps 1.05% 21bps Return on Average Equity 8.52% 2bps 8.53% 137bps Dividend $0.23 $0.00 $0.46 $0.08 Dividend Yield Annualized* 2.76% 31bps 2.76% 89bps * Dividend yield was calculated based on dividend paid within quarter (annualized) and closing stock price at quarter-end. As of June 30, 2020. 14 Nasdaq: BMRC


 
Net Interest Margin 4.50% 4.13% 4.10% 4.10% 3.91% 3.98% 2 4.00% 3.88% 3.84% 3.95% 3.80% 3.90% 3.83% 3.88% 3.80% 3.79% 3.50% 3.53% 3.00% 2.50% 2014 2015 2016 2017 2018 2019 Q1'20 Q2'20 1 Bank of Marin Bancorp Peer Group Median 1 Peer group includes major exchange-traded Western region banks with assets of $1 billion to $6.5 billion. 2 2020 peer group median as of March 31, 2020 (latest available data). 15 Nasdaq: BMRC


 
Low Efficiency Ratio Demonstrates Disciplined Expense Control 70.0% 68.2% 68.0% 66.2% 66.0% 64.9% 64.7% 2 64.0% 63.3% 61.5% 61.4% 62.0% 61.1% 62.5% 59.5% 60.0% 58.0% 56.8% 57.9% 56.0% 57.3% 55.3% 54.0% 54.0% Bank of Napa 52.0% 50.0% 2014 2015 2016 2017 2018 2019 Q1'20 Q2'20 Bank of Marin Bancorp Peer Group Median 1 1 Peer group includes major exchange-traded Western region banks with assets of $1 billion to $6.5 billion. 2 2020 peer group median as of March 31, 2020 (latest available data). 16 Nasdaq BMRC


 
Strong Capital Ratios Support Future Growth Opportunities 15.8% 14.6% 14.7% 10.7% 10.0% 8.0% 6.5% 5.0% Common Equity Tier-One Risk- Total Tier-One Risk-Based Capital Total Risk-Based Capital Tier-One Leverage Based Capital Well Capitalized Threshold Bank of Marin Bancorp (as of 6/30/20) 17 Nasdaq: BMRC


 
Peer Comparison Bank of Marin compares favorably to peers in key metrics BMRC Peer Median Percentile Q1 2020 Non-Interest Bearing/Total Deposits 49.00% 32.50% 100% Gross Loan Growth Rate (year over year) 4.02% 6.80% 29.40% NPAs/Assets 0.06% 0.27% 87.00% Efficiency Ratio 56.79% 63.30% 83.30% Return on Average Assets 1.09% 0.88% 75.00% Return on Average Equity 8.54% 7.89% 62.70% Tangible Common Equity/ Tangible Assets 11.70% 10.30% 94.80% Net Income/FTE Annualized $97.68 $55.60 77.20% Peers are major exchange-traded U.S. Western-region banks with $1 billion to $6.5 billion in assets. Source: Peer Median and Percentile based off S&P Global Market Intelligence as of Q1 2020. 18 Nasdaq: BMRC


 
Dependable Earnings and Dividend Growth $3.00 $40.0 $2.48 $35.0 $2.50 $2.33 $30.0 $2.00 $1.89 $25.0 $1.65 $1.52 $1.50 $20.0 $MM $1.27 $19.8 Dollars per shareper Dollars $15.0 $1.00 $0.80 $0.64 $10.0 $0.51 $0.56 $0.50 $0.40 $0.45 $5.0 $0.00 $0.0 2014 2015 2016 2017 2018 2019 1 1 Earnings per Share Dividends per Share Net Income 1 Prior period share and per share data have been adjusted to reflect the two-for-one stock split effective in 2018. 19 Nasdaq: BMRC


 
Executing Bank of Marin’s Two-Pronged Growth Strategy Organic Growth Strategic Investments • Capitalize on robust San Francisco • Ongoing expansion into new Bay Area economy markets, with newest office • Continue to expand commercial opening in San Mateo in August lending in high-growth regions 2020. • Further build our deposit base, • Proven record of accretive among the lowest-cost franchises acquisitions in 2011, 2013 and in the country 2017 • Continue to invest in hiring the • M&A strategy focused on best people throughout our expanding market presence in footprint high-growth regions • Focus on growing existing client • Strong capital base supports future relationships acquisitions and organic growth • Continued focus on creating operational efficiencies 20 Nasdaq: BMRC


 
Contact Us Russell A. Colombo President & Chief Executive Officer (415) 763-4521 russcolombo@bankofmarin.com Tani Girton EVP, Chief Financial Officer (415) 884-7781 tanigirton@bankofmarin.com Tim Myers EVP, Chief Operating Officer (415) 763-4970 timmyers@bankofmarin.com Media Requests: Beth Drummey VP, Marketing and Corporate Communications 415-328-3063 bethdrummey@bankofmarin.com 21 Nasdaq: BMRC