Bank of Marin Bancorp (BMRC) 2021 Q3 法說會逐字稿

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. (Operator 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 Vice 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 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 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, 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 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 and 8 commercial banking offices across 10 Northern California counties. The integration is progressing smoothly. With the American River team on board, 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 onetime 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 ARB 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 for 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 onetime and conversion period costs on various performance ratio. 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 long-standing 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. Nonaccrual 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. Noninterest-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 22, 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 affirm this. I'm very proud of the bank, we have built over the past 2 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 2 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 quarter. 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 2 institutions that share complementary values and disciplined fundamentals. I look forward to leading a 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 2 routes 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 SPA 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 completed. Our pandemic-related payment program is also winding down. As of September 30, we had 2 borrowing relationships with a total of 5 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 nonaccrual 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 to $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 for 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 and the third quarter of 2020 included 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 $612,000 reversal in the prior quarter and a $248,000 provision in the third quarter of 2020.

Importantly, our credit quality has held firm throughout the year, both before and after the merger, and it is solid as we move into 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 of 2021. Diluted earnings per share of $0.35 compared 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 of 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 and a lower percentage of noninterest-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. Noninterest income totaled $3.6 million in the third quarter of 2021 compared to $2 million in the prior quarter and $1.8 million in the third quarter a year ago. The $1.5 million increased from the prior quarter and $1.8 million from the third quarter of 2020 were mostly attributed to the collection of $1.2 (sic) [$1.1] million in benefits on bank-owned life insurance policies and increases in fee income from deposit accounts and debit card interchange activity.

Third quarter noninterest expense increased by $7.7 million to $22.7 million from $15 million in the third quarter of 2020, primarily due to onetime and conversion period costs as well as increased staffing related to the acquisitions. Russ shared earlier some of our ratios, excluding merger-related expenses. I also like to look at the efficiency ratio is 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 above well-capitalized regulatory requirements. The total risk-based capital ratios for Bancorp and Bank of Marin were 15% and 14.4%, respectively. Bancorp's visible common equity to tangible assets was 9.1% at September 30, 2021 compared to 10.4% for the prior quarter and 11% 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 9 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 say the least to lead Bank of Marin and a pleasure 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 through my participation on the Board.

We appreciate your time this morning, and now we will open it up to your questions.

(Operator Instructions)

Our first question is coming from the line of Jeff Rulis with D.A. Davidson.

Congrats, Russ. It's been a pleasure for the last decade plus getting to know you and all the best in retirement.

Thank you very much, Jeff. Appreciate it.

In terms of to the release and you talk about pricing and structure on some of the -- maybe some needs on some of the competition of refinancings. I guess -- if you could capture where that competition is coming from? And second, has that pressure increased linked quarter? Has that been pretty sustained?

Yes. I'll ask Tim Myers to go ahead and answer that question.

Jeff, the pressure has been relatively consistent. And it's been, if you look at year-to-date, particularly, both bank and nonbank lenders. I'm not going to get into specifics about their terms, but longer-term interest-only structures, sub-3% loans. And certainly, one could argue that alone at almost any rate is better than cash. But that's a transactional banking approach from a relationship banking approach. We have a lot of other things to consider in that process.

But I have not seen that necessarily increase. There was just a couple of large ones in the last quarter that really made it look more dramatic in terms of a trend line. It's been pretty consistent.

Okay. Got you. Interested in, maybe this is for Tani, just in the expense run rate, we could clearly pull out the merger cost, but get a sense for where that would sit with American River on in the fourth quarter for a full quarter sort of pre-conversion and post conversion? Any thoughts about the levels that that's a good run rate?

Yes. What I -- maybe what I would do is remove the acquisition expenses and then compare Q3 to Q2. And remember that there were only 25 days of combined expenses in the third quarter. And those expenses would include both the conversion period. So the expenses that you would be removing would include the conversion period expenses, which are accrued and spread over the quarter. So a couple more quarters for those expenses and then also the higher ongoing salary and benefits from the retained personnel. So hopefully, that will help. Does that answer your question, Jeff?

Yes, understanding that sort of the guide there is not what you typically provide. So helpful to get some pieces there. Maybe 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. We 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 sideline or on the side, I should say, it seems like you're pretty committed to that. And does that indicate anything about you'd like to be off the M&A game for at least the short while?

Jeff, it's Russ. No, that does not indicate that we were on the sidelines on the M&A side. That's kind of a separate deal. And frankly speaking, every deal that's getting done these days, I shouldn't say every, but majority is mostly stock, not cash. So we just 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. And 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 buy back stock.

And if I could add. So really, we want to just make sure also that we have runway in that program for when we go into blackout periods, et cetera, so that we don't end up having a pause when we would prefer to be continuing to repurchase under our 10b-18 plan. And if I can also correct what I said earlier, it was -- in the quarter, there were 55 days of ongoing conversion period and retain personnel expenses, 25 days in August and 30 days in September. Apologies for that.

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

Congrats again, Russ on the retirement. I'm excited to see what's in store under your leadership, Tim?

Thank you, David.

I did just want to start off on maybe some thoughts on growth. Appreciative of the commentary on the credit 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?

Thank you, David. It's a good question. I would say 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 twice the decline in the commercial on a year-to-date year-over-year comparison. So we've got some demand issues we're dealing with on the tenant in common loan side in San Francisco.

But really, our focus is and has always been mainly on the commercial banking side. We are starting to see, I know Russ has mentioned many times, I've said it too, the relationship banking model was a little bit stalled during the pandemic, getting people back out there, getting that engine started has been a little more delayed than we'd 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 some of our new partners is Sacramento on a regional basis. So the pipeline is increasing. We never give numbers, as you know, but it is increasing. The activity in some of our new offices that were open during or just prior to the pandemic is increasing. And so those are all signs that we look to that. Now that we're back out there, that activity will be get deals, which will be get the production to drive the numbers. So we feel good about where we're at. We're going to continue to invest in ways to further that growth prospect.

Okay. That's great color. And then just wanted to get a sense maybe on the hiring front. There has been some disruption in your footprint. And just given the strong culture, your 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. I mean, people look at disruptions in the market. Certainly, we get targeted when an acquisition gets announced, right? And every recruiter is looking to talk to the people that are telling a different side of the story. But there's no question with some of the hires that we've made, Nikki Sloan in her role as Head of Commercial Banking coming from other institutions. We've seen some really nice activity in hiring opportunities and some actual hires and some ones we're looking forward to making in the near future.

So the answer to your question is, yes, I think all those things will play in our favor. It is a very competitive hiring environment just like it is for loans for the exact same reason. But we feel optimistic right now that the pipeline to hire to get the growth we're looking for all 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? And maybe a demand perspective in both Napa and Sonoma and then whether there's been any impact from the drought at all on credit quality or growth or any just what you're hearing from your clients on that?

We have -- so I'll start in reverse order. We have not seen a real credit impact driven by the drought. That industry, obviously, there's some cyclicality there in terms of certain types whether there's a glut in the market of supply selling through old inventory. So there's been a lot of factors there beyond just the pandemic. Certainly, people did their fair share of drinking wine, and that drove demand, and it really helped our customers that were tasting room oriented to shift to a direct consumer model and sell lots of wine online. And so they really battled through that really well. We are looking at several new opportunities now. But I wouldn't say there's any notable trend wise, one way or the other in that portfolio right now.

David, I would make an additional comment. We -- in the last 24, 48 hours, we got 8 inches of rain. I'm not sure, I was looking outside in rain was pouring over the last few days and lost power and everything and I thought we're in a drought, really? Let's hope that we are heading out of that drought situation.

And one other comment about hiring and it's the pandemic for a relationship bank like ours is very significant because having people at home when in fact, we want them out with their clients, it's kind of tough. And something we wouldn't choose and didn't choose but people are back to the office now, back seeing clients. And I think that the last 1.5 years, we have a fair amount of catching up to do just to make sure we're out there and seeing that. But as Tim said, we're seeing a pickup in the pipeline, and that's no coincidence because people are out there and getting in front of their clients and taking a look at new opportunities. So I personally am pretty optimistic and I'm excited about where -- what the numbers will look like over the next 6 to 12 months. It's I think this is -- when we're in front of our clients is when our bank shine.

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

Russ, congratulations on your retirement, and glad to see you're going to be involved with the bank going forward.

Thank you, Jim. I'm excited to still be on the board, so I will certainly be around.

Great. Tim, I want to circle back to one of the questions you had about kind of the activity of your client base and certainly see your clients are being more active just in the fee income line items, which is good to see. I'm wondering specifically about kind of your client base that invest in real estate. Have you seen them become a little bit more active since the summer?

Not to the extent I've heard in the news and maybe some other parts of the market. We've actually some of that deleveraging that we referenced, which was really double payoffs of loans, which mostly were investor real estate loans was double this year year-to-date than last year. So I think the activity, the pace of conversations, Tim is picking up, the level of interest seems more a sense of urgency, but we haven't really seen out of our client base, a big spry of going out and actually executing on transactions. But the goal, as Russ just said, is to be out there talking to them. So when they do, we're in a position to do that deal.

But we actually have seen that continued pace of deleveraging by selling properties than the inverse, unfortunately. But again, the pace of interest is picking up, the pipeline is picking up, and we expect that to transition at some point in the near future.

Okay. Great. And then historically, the company hasn't -- has operated with much less liquidity than you have right now. What's kind of the appetite to become a little more aggressive in allocating that excess liquidity right now?

So Tim, 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 are still active in early October purchasing securities. So we definitely 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, and we are also aware that the upward trend in deposit growth may not continue, although we haven't seen it check itself yet. But we're prepared for that if it occurs as well.

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

Okay. Well, this is Russ Colombo, and I just want to thank everyone for your time this morning as well as over the last 15 years that I've been CEO. I'd like to say, we look forward to talking to you next quarter, but I won't, you'll be talking to the team, not me. 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 lines.