Attached files
file | filename |
---|---|
EX-31.01 - EXHIBIT 31.01 - Bank of Marin Bancorp | ex31_01.htm |
EX-32.01 - EXHIBIT 32.01 - Bank of Marin Bancorp | ex32_01.htm |
EX-31.02 - EXHIBIT 31.02 - Bank of Marin Bancorp | ex31_02.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
T
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the quarterly
period ended September
30, 2009
OR
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition
period from __________________ to __________________
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)
|
Indicate by check
mark whether the registrant (1) has filed all reports to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the past 90
days.
Yes T No £
Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).
Yes £ No £
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b(2) of the Exchange Act.
Large
accelerated filer £
|
Accelerated
filer T
|
Non-accelerated
filer £
|
Smaller
reporting company £
|
Indicate by check
mark if the registrant is a shell company, as defined in Rule 12b(2) of the
Exchange Act.
Yes £ No T
As
of October 30, 2009 there were 5,227,493 shares of common stock
outstanding.
PART I
|
FINANCIAL
INFORMATION
|
|
Item
1
|
Financial
Statements
|
|
4
|
||
5
|
||
7
|
||
8
|
||
9
|
||
Item 2
|
22
|
|
Item 3
|
39
|
|
Item 4
|
40
|
|
PART II
|
OTHER INFORMATION
|
|
Item 1
|
40
|
|
Item 1A
|
41
|
|
Item 2
|
41
|
|
Item 3
|
41
|
|
Item 4
|
41
|
|
Item 5
|
41
|
|
Item 6
|
42
|
|
43
|
||
44
|
PART
I FINANCIAL
INFORMATION
Item
1. Financial Statements
BANK OF MARIN BANCORP
|
CONSOLIDATED
STATEMENT OF CONDITION
|
at
September 30, 2009 and December 31,
2008
|
(in thousands, except share data; September 30,
2009 unaudited)
|
September 30,
2009
|
December 31,
2008
|
||||||
Assets
|
||||||||
Cash and due
from banks
|
$ | 63,589 | $ | 24,926 | ||||
Investment
securities
|
||||||||
Held to
maturity, at amortized cost
|
30,163 | 23,558 | ||||||
Available for sale (at fair market value,
amortized cost $79,850 and $79,284 at September 30, 2009 and December 31,
2008, respectively)
|
81,841 | 79,952 | ||||||
Total
investment securities
|
112,004 | 103,510 | ||||||
Loans, net of
allowance for loan losses of $11,118 and $9,950 at September 30, 2009 and
December 31, 2008, respectively
|
908,726 | 880,594 | ||||||
Bank premises
and equipment, net
|
8,257 | 8,292 | ||||||
Interest receivable and other
assets
|
33,953 | 32,235 | ||||||
Total assets
|
$ | 1,126,529 | $ | 1,049,557 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
||||||||
Non-interest
bearing
|
$ | 246,968 | $ | 201,363 | ||||
Interest
bearing
|
||||||||
Transaction
accounts
|
89,355 | 82,223 | ||||||
Savings and
money market
|
454,759 | 440,496 | ||||||
CDARS®
reciprocal time
|
55,535 | 42,892 | ||||||
Other time
|
102,674 | 85,316 | ||||||
Total
deposits
|
949,291 | 852,290 | ||||||
Federal funds
purchased and Federal Home Loan Bank borrowings
|
55,000 | 56,800 | ||||||
Subordinated
debenture
|
5,000 | 5,000 | ||||||
Interest payable and other
liabilities
|
9,822 | 9,921 | ||||||
Total liabilities
|
1,019,113 | 924,011 | ||||||
Stockholders'
Equity
|
||||||||
Preferred
stock, no par value, $1,000 per share liquidation preference; Authorized -
5,000,000 shares; Issued and outstanding - none and 28,000 shares at
September 30, 2009 and December 31, 2008, respectively
|
--- | 27,055 | ||||||
Common stock,
no par value Authorized - 15,000,000 shares Issued and outstanding -
5,226,993 and 5,146,798 at September 30, 2009 and December 31, 2008,
respectively
|
53,635 | 51,965 | ||||||
Retained
earnings
|
52,626 | 46,138 | ||||||
Accumulated other comprehensive income,
net
|
1,155 | 388 | ||||||
Total stockholders' equity
|
107,416 | 125,546 | ||||||
Total liabilities and stockholders'
equity
|
$ | 1,126,529 | $ | 1,049,557 |
The accompanying
notes are an integral part of these consolidated financial
statements.
BANK OF MARIN BANCORP
|
CONSOLIDATED
STATEMENT OF OPERATIONS
|
for
the nine months ended September 30, 2009 and
2008
|
(in thousands, except per share amounts;
unaudited)
|
September 30,
2009
|
September 30,
2008
|
||||||
Interest
income
|
||||||||
Interest and
fees on loans
|
$ | 40,945 | $ | 40,545 | ||||
Interest on
investment securities
|
||||||||
Securities of
U.S. Government agencies
|
2,471 | 2,641 | ||||||
Obligations
of state and political subdivisions (tax exempt)
|
818 | 531 | ||||||
Corporate
debt securities and other
|
292 | 258 | ||||||
Interest on Federal funds
sold
|
4 | 138 | ||||||
Total
interest income
|
44,530 | 44,113 | ||||||
Interest
expense
|
||||||||
Interest on
interest bearing transaction accounts
|
86 | 277 | ||||||
Interest on
savings and money market deposits
|
2,428 | 5,607 | ||||||
Interest on
CDARS® reciprocal time deposits
|
550 | 55 | ||||||
Interest on
other time deposits
|
1,188 | 1,962 | ||||||
Interest on borrowed funds
|
1,101 | 702 | ||||||
Total interest expense
|
5,353 | 8,603 | ||||||
Net interest
income
|
39,177 | 35,510 | ||||||
Provision for loan losses
|
2,985 | 2,810 | ||||||
Net interest income after provision for loan
losses
|
36,192 | 32,700 | ||||||
Non-interest
income
|
||||||||
Service
charges on deposit accounts
|
1,323 | 1,253 | ||||||
Wealth
Management Services
|
1,017 | 976 | ||||||
Net gain on
redemption of shares in Visa, Inc.
|
--- | 457 | ||||||
Other income
|
1,501 | 1,489 | ||||||
Total non-interest income
|
3,841 | 4,175 | ||||||
Non-interest
expense
|
||||||||
Salaries and
related benefits
|
13,050 | 12,372 | ||||||
Occupancy and
equipment
|
2,569 | 2,363 | ||||||
Depreciation
and amortization
|
1,021 | 996 | ||||||
FDIC
insurance
|
1,456 | 366 | ||||||
Data
processing
|
1,173 | 1,355 | ||||||
Professional
services
|
1,184 | 1,161 | ||||||
Other expense
|
3,480 | 2,970 | ||||||
Total non-interest expense
|
23,933 | 21,583 | ||||||
Income before
provision for income taxes
|
16,100 | 15,292 | ||||||
Provision for income taxes
|
6,137 | 5,935 | ||||||
Net income
|
$ | 9,963 | $ | 9,357 | ||||
Preferred
stock dividends and accretion
|
$ | (1,299 | ) | $ | --- | |||
Net income
available to common stockholders
|
$ | 8,664 | $ | 9,357 | ||||
Net income
per common share:
|
||||||||
Basic
|
$ | 1.68 | $ | 1.82 | ||||
Diluted
|
$ | 1.66 | $ | 1.79 | ||||
Weighted
average shares used to compute net income per common
share:
|
||||||||
Basic
|
5,172 | 5,135 | ||||||
Diluted
|
5,224 | 5,224 | ||||||
Dividends
declared per common share
|
$ | 0.42 | $ | 0.42 |
The accompanying
notes are an integral part of these consolidated financial
statements.
BANK
OF MARIN BANCORP
|
CONSOLIDATED
STATEMENT OF OPERATIONS
|
for
the three months ended September 30, 2009, June 30, 2009, and September
30, 2008
|
(in thousands, except per share amounts;
unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
|||||||||
Interest
income
|
||||||||||||
Interest and
fees on loans
|
$ | 13,860 | $ | 13,623 | $ | 13,833 | ||||||
Interest on
investment securities
|
||||||||||||
Securities of
U.S. Government agencies
|
794 | 809 | 892 | |||||||||
Obligations
of state and political subdivisions (tax exempt)
|
285 | 287 | 187 | |||||||||
Corporate
debt securities and other
|
176 | 115 | 91 | |||||||||
Interest on Federal funds
sold
|
1 | 3 | 25 | |||||||||
Total
interest income
|
15,116 | 14,837 | 15,028 | |||||||||
Interest
expense
|
||||||||||||
Interest on
interest bearing transaction accounts
|
31 | 31 | 93 | |||||||||
Interest on
savings and money market deposits
|
821 | 817 | 1,833 | |||||||||
Interest on
CDARS® reciprocal time deposits
|
186 | 183 | 50 | |||||||||
Interest on
other time deposits
|
378 | 397 | 562 | |||||||||
Interest on borrowed funds
|
364 | 376 | 179 | |||||||||
Total interest expense
|
1,780 | 1,804 | 2,717 | |||||||||
Net interest
income
|
13,336 | 13,033 | 12,311 | |||||||||
Provision for loan losses
|
1,100 | 700 | 1,685 | |||||||||
Net interest income after provision for loan
losses
|
12,236 | 12,333 | 10,626 | |||||||||
Non-interest
income
|
||||||||||||
Service
charges on deposit accounts
|
456 | 432 | 417 | |||||||||
Wealth
Management Services
|
350 | 351 | 330 | |||||||||
Other
income
|
525 | 490 | 447 | |||||||||
Total
non-interest income
|
1,331 | 1,273 | 1,194 | |||||||||
Non-interest
expense
|
||||||||||||
Salaries and
related benefits
|
4,286 | 4,418 | 4,179 | |||||||||
Occupancy and
equipment
|
950 | 842 | 802 | |||||||||
Depreciation
and amortization
|
335 | 336 | 351 | |||||||||
FDIC
insurance
|
307 | 832 | 131 | |||||||||
Data
processing
|
400 | 392 | 480 | |||||||||
Professional
services
|
366 | 395 | 336 | |||||||||
Other expense
|
1,132 | 1,385 | 1,163 | |||||||||
Total non-interest expense
|
7,776 | 8,600 | 7,442 | |||||||||
Income before
provision for income taxes
|
5,791 | 5,006 | 4,378 | |||||||||
Provision for income taxes
|
2,190 | 1,873 | 1,683 | |||||||||
Net income
|
$ | 3,601 | $ | 3,133 | $ | 2,695 | ||||||
Net income
available to common stockholders
|
$ | 3,601 | $ | 3,133 | $ | 2,695 | ||||||
Net income
per common share:
|
||||||||||||
Basic
|
$ | 0.69 | $ | 0.61 | $ | 0.53 | ||||||
Diluted
|
$ | 0.68 | $ | 0.60 | $ | 0.52 | ||||||
Weighted
average shares used to compute net income per common
share:
|
||||||||||||
Basic
|
5,205 | 5,164 | 5,130 | |||||||||
Diluted
|
5,274 | 5,214 | 5,209 | |||||||||
Dividends
declared per common share
|
$ | 0.14 | $ | 0.14 | $ | 0.14 |
The accompanying
notes are an integral part of these consolidated financial
statements.
BANK OF MARIN BANCORP
|
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
|
for
the year ended December 31, 2008 and the nine months ended September 30,
2009
|
(dollars in thousands; activities in 2009
unaudited )
|
Preferred
|
Common Stock
|
Retained
|
Accumulated
Other Comprehensive Income (Loss),
|
||||||||||||||||||||
Stock
|
Shares
|
Amount
|
Earnings
|
Net of Taxes
|
Total
|
|||||||||||||||||||
Balance at December 31,
2007
|
--- | 5,122,971 | $ | 51,059 | $ | 36,983 | $ | (268 | ) | $ | 87,774 | |||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
--- | --- | --- | 12,150 | --- | 12,150 | ||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
Net change in unrealized gain (loss) on available
for sale securities (net of tax effect of $475)
|
--- | --- | --- | --- | 656 | 656 | ||||||||||||||||||
Comprehensive
income
|
--- | --- | --- | 12,150 | 656 | 12,806 | ||||||||||||||||||
Issuance of
preferred stock
|
27,039 | --- | --- | --- | --- | 27,039 | ||||||||||||||||||
Issuance of
common stock warrant
|
--- | --- | 961 | --- | --- | 961 | ||||||||||||||||||
Stock options
exercised
|
--- | 95,298 | 1,384 | --- | --- | 1,384 | ||||||||||||||||||
Excess tax
benefit - stock-based compensation
|
--- | --- | 380 | --- | --- | 380 | ||||||||||||||||||
Common stock
repurchased, including commission costs
|
--- | (88,316 | ) | (2,526 | ) | --- | --- | (2,526 | ) | |||||||||||||||
Stock issued
under employee stock purchase plan
|
--- | 1,253 | 32 | --- | --- | 32 | ||||||||||||||||||
Stock-based
compensation - stock options
|
--- | --- | 404 | --- | --- | 404 | ||||||||||||||||||
Restricted
stock granted
|
--- | 6,700 | --- | --- | --- | --- | ||||||||||||||||||
Stock-based
compensation - restricted stock
|
--- | --- | 24 | --- | --- | 24 | ||||||||||||||||||
Cash
dividends paid on common stock
|
--- | --- | --- | (2,882 | ) | --- | (2,882 | ) | ||||||||||||||||
Dividends on
preferred stock
|
--- | --- | --- | (97 | ) | --- | (97 | ) | ||||||||||||||||
Accretion of
preferred stock
|
16 | --- | --- | (16 | ) | --- | --- | |||||||||||||||||
Stock issued in payment of director
fees
|
--- | 8,892 | 247 | --- | --- | 247 | ||||||||||||||||||
Balance at December 31,
2008
|
27,055 | 5,146,798 | 51,965 | 46,138 | 388 | 125,546 | ||||||||||||||||||
Net
income
|
--- | --- | --- | 9,963 | --- | 9,963 | ||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
Net change in unrealized gain on available for
sale securities (net of tax effect of $556)
|
--- | --- | --- | --- | 767 | 767 | ||||||||||||||||||
Comprehensive
income
|
--- | --- | --- | 9,963 | 767 | 10,730 | ||||||||||||||||||
Accretion of
preferred stock
|
945 | --- | --- | (945 | ) | --- | --- | |||||||||||||||||
Repurchase of
preferred stock
|
(28,000 | ) | --- | --- | --- | --- | (28,000 | ) | ||||||||||||||||
Stock options
exercised
|
--- | 58,824 | 845 | --- | --- | 845 | ||||||||||||||||||
Excess tax
benefit - stock-based compensation
|
--- | --- | 270 | --- | --- | 270 | ||||||||||||||||||
Stock issued
under employee stock purchase plan
|
--- | 709 | 18 | --- | --- | 18 | ||||||||||||||||||
Restricted
stock granted
|
--- | 11,575 | --- | --- | --- | --- | ||||||||||||||||||
Stock-based
compensation - stock options
|
--- | --- | 252 | --- | --- | 252 | ||||||||||||||||||
Stock-based
compensation - restricted stock
|
--- | --- | 52 | --- | --- | 52 | ||||||||||||||||||
Cash
dividends paid on common stock
|
--- | --- | --- | (2,176 | ) | --- | (2,176 | ) | ||||||||||||||||
Dividends on
preferred stock
|
--- | --- | --- | (354 | ) | --- | (354 | ) | ||||||||||||||||
Stock issued in payment of director
fees
|
--- | 9,087 | 233 | --- | --- | 233 | ||||||||||||||||||
Balance at September 30,
2009
|
--- | 5,226,993 | $ | 53,635 | $ | 52,626 | $ | 1,155 | $ | 107,416 |
The accompanying
notes are an integral part of these consolidated financial
statements.
BANK OF MARIN BANCORP
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
for
the nine months ended September 30, 2009 and
2008
|
(in thousands, unaudited)
|
September 30,
2009
|
September 30,
2008
|
||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
income
|
$ | 9,963 | $ | 9,357 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Provision for
loan losses
|
2,985 | 2,810 | ||||||
Compensation
expense--common stock for director fees
|
165 | 195 | ||||||
Stock-based
compensation expense
|
304 | 331 | ||||||
Excess tax
benefits from exercised stock options
|
(142 | ) | (128 | ) | ||||
Amortization
and accretion of investment security premiums, net
|
284 | 186 | ||||||
Loss on sale
of investment securities
|
9 | 2 | ||||||
Depreciation
and amortization
|
1,021 | 996 | ||||||
Net gain on
redemption of shares in Visa, Inc.
|
--- | (457 | ) | |||||
Loss on
disposal of premises and equipment
|
--- | 14 | ||||||
Loss on sale
of repossessed assets
|
29 | --- | ||||||
Net change in
operating assets and liabilities:
|
||||||||
Interest
receivable
|
(4 | ) | 106 | |||||
Interest
payable
|
40 | 57 | ||||||
Deferred rent
and other rent-related expenses
|
202 | 105 | ||||||
Other
assets
|
(2,200 | ) | 2,194 | |||||
Other liabilities
|
1,393 | 988 | ||||||
Total adjustments
|
4,086 | 7,399 | ||||||
Net cash provided by operating
activities
|
14,049 | 16,756 | ||||||
Cash
Flows from Investing Activities:
|
||||||||
Purchase of
securities held-to-maturity
|
(8,438 | ) | (9,584 | ) | ||||
Purchase of
securities available-for-sale
|
(30,662 | ) | (42,607 | ) | ||||
Proceeds from
sale of securities
|
1,410 | 21,489 | ||||||
Proceeds from
paydowns/maturity of:
|
||||||||
Securities
held-to-maturity
|
320 | 1,125 | ||||||
Securities
available-for-sale
|
29,906 | 36,531 | ||||||
Loans
originated and principal collected, net
|
(32,557 | ) | (115,460 | ) | ||||
Purchase of
bank owned life insurance policies
|
--- | (2,219 | ) | |||||
Additions to
premises and equipment
|
(986 | ) | (1,747 | ) | ||||
Proceeds from sale of repossessed
assets
|
42 | --- | ||||||
Net cash used in investing
activities
|
(40,965 | ) | (112,472 | ) | ||||
Cash
Flows from Financing Activities:
|
||||||||
Net increase
in deposits
|
97,001 | 14,586 | ||||||
Proceeds from
stock options exercised
|
845 | 1,262 | ||||||
Net
(decrease) increase in Federal Funds purchased and
Federal
|
||||||||
Home Loan
Bank borrowings
|
(1,800 | ) | 28,600 | |||||
Preferred
stock repurchased
|
(28,000 | ) | --- | |||||
Common stock
repurchased
|
--- | (2,526 | ) | |||||
Cash
dividends paid on common stock
|
(2,176 | ) | (2,161 | ) | ||||
Cash
dividends paid on preferred stock
|
(451 | ) | --- | |||||
Stock issued
under employee stock purchase plan
|
18 | 26 | ||||||
Excess tax benefits from exercised stock
options
|
142 | 128 | ||||||
Net cash provided by financing
activities
|
65,579 | 39,915 | ||||||
Net increase
(decrease) in cash and cash equivalents
|
38,663 | (55,801 | ) | |||||
Cash and cash equivalents at beginning of
period
|
24,926 | 76,265 | ||||||
Cash and cash equivalents at end of
period
|
$ | 63,589 | $ | 20,464 |
Non-Cash
Transactions: The nine months ended September 30, 2009 reflects non-cash
financing items of $233 thousand for stock issued to pay director fees and $945
thousand for accretion of preferred stock. The nine months ended
September 30, 2009 also reflects non-cash investing items of $141 thousand of
loans transferred to repossessed assets. The nine months ended September 30,
2008 reflects a non-cash financing item of $247 thousand for stock issued to pay
director fees.
The accompanying
notes are an integral part of these consolidated financial
statements.
BANK
OF MARIN BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Introductory
Explanation
References in this
report to “Bancorp” mean the Bank of Marin Bancorp as the parent holding company
for Bank of Marin, the wholly-owned subsidiary (the “Bank”). References to “we,”
“our,” “us” mean the holding company and the Bank that are consolidated for
financial reporting purposes.
Note
1: Basis of Presentation
The consolidated
financial statements include the accounts of Bancorp and its only wholly-owned
bank subsidiary, the Bank. All material intercompany transactions have been
eliminated. In the opinion of Management, the unaudited interim consolidated
financial statements contain all adjustments necessary to present fairly our
financial position, results of operations, changes in stockholders' equity and
cash flows. All adjustments are of a normal, recurring nature. Management has
evaluated subsequent events for potential recognition and/or disclosure through
the issuance date of this Form 10-Q, and has determined that there were no
subsequent events that require recognition or disclosure.
Certain information
and footnote disclosures presented in the annual financial statements are not
included in the interim consolidated financial
statements. Accordingly, the accompanying unaudited interim
consolidated financial statements should be read in conjunction with our 2008
Annual Report on Form 10-K. The results of operations for the three
and nine months ended September 30, 2009 are not necessarily indicative of the
operating results for the full year.
The following table
shows: 1) weighted average basic shares, 2) potential common shares related to
stock options, non-vested restricted stock and stock warrant, and 3) weighted
average diluted shares. Net income available to common stockholders is
calculated as net income reduced by dividends accumulated on preferred stock and
amortization of discounts on the preferred stock. Basic earnings per share
(“EPS”) are calculated by dividing net income available to common stockholders
by the weighted average number of common shares outstanding during each
period. Diluted EPS are calculated using the weighted average diluted
shares. The number of potential common shares included in quarterly diluted EPS
is computed using the average market prices during the three months included in
the reporting period. For year-to-date diluted EPS, the number of potential
common shares included in the denominator is determined by computing a
year-to-date weighted average of the number of potential common shares included
in each quarterly diluted EPS computation. Our calculation of weighted average
shares includes two classes of our outstanding common stock: common stock and
unvested restricted stock awards. Holders of restricted stock awards receive
non-forfeitable dividends at the same rate as common stockholders and they both
share equally in undistributed earnings.
BANK
OF MARIN BANCORP
Three months ended
|
Nine months ended
|
|||||||||||||||||||
(in thousands, except per share data;
unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||||
Weighted
average basic shares outstanding
|
5,205 | 5,164 | 5,130 | 5,172 | 5,135 | |||||||||||||||
Add:
Potential common shares related to stock options
|
49 | 49 | 79 | 45 | 89 | |||||||||||||||
Potential
common shares related to non-vested restricted stock
|
3 | 1 | --- | 1 | --- | |||||||||||||||
Potential
common shares related to warrant
|
17 | --- | --- | 6 | --- | |||||||||||||||
Weighted
average diluted shares outstanding
|
5,274 | 5,214 | 5,209 | 5,224 | 5,224 | |||||||||||||||
Net
income
|
$ | 3,601 | $ | 3,133 | $ | 2,695 | $ | 9,963 | $ | 9,357 | ||||||||||
Preferred
stock dividends and accretion
|
--- | --- | --- | (1,299 | ) | --- | ||||||||||||||
Net income
available to common stockholders
|
$ | 3,601 | $ | 3,133 | $ | 2,695 | $ | 8,664 | $ | 9,357 | ||||||||||
Basic
EPS
|
$ | 0.69 | $ | 0.61 | $ | 0.53 | $ | 1.68 | $ | 1.82 | ||||||||||
Diluted
EPS
|
$ | 0.68 | $ | 0.60 | $ | 0.52 | $ | 1.66 | $ | 1.79 | ||||||||||
Weighted
average anti-dilutive shares not included in the calculation of diluted
EPS
|
||||||||||||||||||||
Stock
options
|
210 | 299 | 201 | 288 | 201 | |||||||||||||||
Non-vested
restricted stock
|
--- | 5 | --- | 2 | --- | |||||||||||||||
Warrant
|
--- | 154 | --- | --- | --- | |||||||||||||||
Total
anti-dilutive shares
|
210 | 458 | 201 | 290 | 201 |
Note
2: Recently Issued Accounting Standards
In August 2009, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
2009-05, Fair Value
Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair
Value. This update provides clarification for circumstances in which a
quoted price in an active market for the identical liability is not available.
In such circumstances a reporting entity is required to measure fair value using
one or more of the following techniques: (1) A valuation technique that uses:
(a) the quoted price of the identical liability when traded as an asset; or (b)
quoted prices for similar liabilities or similar liabilities when traded as
assets; or (2) another valuation technique that is consistent with the
principles of Topic 820 such as an income approach or a market approach. The
guidance in this update will be effective for the quarter beginning October 1,
2009 and we do not expect it will have a significant impact on our financial
condition or results of operations.
In June 2009, the
FASB issued guidance that establishes the FASB Accounting Standards
CodificationTM (the
“Codification” or “ASC”) as the source of authoritative U.S. generally accepted
accounting principles (“U.S. GAAP”) recognized by the FASB for nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (“SEC”) under authority of federal securities laws are also included
in the Codification as sources of authoritative U.S. GAAP for SEC registrants.
SFAS No. 168 and the Codification are effective for financial statements issued
for interim and annual periods ending after September 15, 2009. The
Codification supersedes all existing non-SEC accounting and reporting standards.
Following Statement 168, instead of issuing new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts, the
FASB issues Accounting Standards Updates, which serves only to: (a) update the
Codification; (b) provide background information about the guidance; and (c)
provide the bases for conclusions on the change(s) in the Codification. We
started following the guidelines in the Codification on July 1,
2009.
In May 2009, the
FASB issued guidance (ASC 855) that establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular, it
sets forth: a) the period after the balance sheet date during which management
of a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements; b) the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and c) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. We adopted the subsequent event guidance
in the quarter ended June 30, 2009, which did not have a significant impact on
our financial condition or results of operations.
BANK
OF MARIN BANCORP
On April 9, 2009,
FASB issued the following application guidance to enhance disclosures regarding
fair value measurements and impairments of securities:
1. The first
guidance relates to interim disclosures about fair value of financial
instruments (ASC 825-10-50),
which requires an entity to provide quantitative and qualitative
disclosures about fair value of any financial instruments for interim reporting
periods as well as in annual financial statements. Prior to issuing this
guidance, fair values for these assets and liabilities were only disclosed
annually. We adopted the interim fair value disclosure guidance in the quarter
ended June 30, 2009 and the adoption did not have a significant impact on our
financial condition or results of operations. See Note 3 below for further
information.
2. The second
guidance relates to recognition and
presentation of other-than-temporary impairments (ASC 320-10-35),
which is intended
to bring greater consistency to the timing of impairment recognition, and
provide greater clarity to investors about the credit and non-credit components
of impaired debt securities that are not expected to be sold. Further, it
replaces the existing requirement that the entity’s management assert it has
both the intent and ability to hold an impaired security until recovery with a
requirement that management assert: (a) it does not have the
intent to sell the security; and (b) it is more likely than not
it will not have to sell the security before recovery of its cost basis. It also
requires increased and more timely disclosures sought by investors regarding
expected cash flows, credit losses, and an aging of securities with unrealized
losses. We adopted ASC 320-10-35 for the quarter ended June 30, 2009 and the
adoption did not have a significant impact on our financial condition or results
of operations. See Note 4 for further information.
3. The third guidance relates
to determining fair value when the volume and level of activity for the asset or
liability have significantly decreased and identifying transactions that are not
orderly (ASC 820-10-35-15A). It reaffirms the objective of fair value
measurement— to reflect how much an asset would be sold for in an orderly
transaction (as opposed to a distressed or forced transaction) at the date of
the financial statements under current market conditions. Specifically, it
reaffirms the need to use judgment to ascertain if a formerly active market has
become inactive and in determining fair values when markets have become
inactive. It also requires an entity to base its conclusion about whether a
transaction was not orderly on the weight of the evidence. Adoption
of this guidance did not have a significant impact on our financial condition or
results of operations.
Note
3: Fair Value of Assets and Liabilities
Fair Value Hierarchy and
Fair Value Measurement
We group our assets
and liabilities that are recorded at fair value in three levels, based on the
markets in which the assets and liabilities are traded and the reliability of
the assumptions used to determine fair value. These levels are:
Level 1: Valuations
are based on quoted prices in active markets for identical assets or
liabilities. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these products does not
entail a significant degree of judgment.
Level 2: Valuations
are based on quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active and
model-based valuations for which all significant assumptions are observable or
can be corroborated by observable market data.
Level 3: Valuations
are based on unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or
liabilities. Values are determined using pricing models and discounted cash flow
models and include management judgment and estimation which may be
significant.
BANK
OF MARIN BANCORP
The following table
summarizes our assets and liabilities that were required to be recorded at fair
value on a recurring basis, all of which were valued using Level 2
inputs.
(in thousands)
Description of Financial
Instruments
|
Carrying Value
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
Significant Other Observable
Inputs
(Level 2)
|
Significant Unobservable Inputs (Level
3)
|
||||||||||||
Balance at September 30, 2009
(unaudited):
|
||||||||||||||||
Securities
available for sale
|
$ | 81,841 | $ | --- | $ | 81,841 | $ | --- | ||||||||
Derivative
financial assets
|
$ | 9 | $ | --- | $ | 9 | $ | --- | ||||||||
Derivative
financial liabilities
|
$ | 2,196 | $ | --- | $ | 2,196 | $ | --- | ||||||||
Balance at December 31,
2008:
|
||||||||||||||||
Securities
available for sale
|
$ | 79,952 | $ | --- | $ | 79,952 | $ | --- | ||||||||
Derivative
financial liabilities
|
$ | 3,456 | $ | --- | $ | 3,456 | $ | --- |
Securities
available for sale are recorded at fair value on a recurring basis. When
available, quoted market prices (Level 1) are used to determine the fair value
of securities available for sale. If quoted market prices are not available, we
obtain pricing information from a reputable third-party service provider, who
may utilize valuation techniques that use current market-based or independently
sourced parameters, such as bid/ask prices, dealer-quoted prices, interest
rates, benchmark yield curves, prepayment speeds, and credit spreads (Level
2). Level 1 securities include those traded on active markets,
including U.S. Treasury securities. Level 2 securities include U.S.
agencies’ debt securities, mortgage-backed securities and corporate
collateralized mortgage obligations.
On a recurring
basis, derivative financial instruments are recorded at fair value, which is
based on the income approach using observable Level 2 market inputs, reflecting
market expectations of future interest rates as of the measurement
date. Standard valuation techniques are used to calculate the present
value of the future expected cash flows assuming an orderly
transaction. Valuation adjustments may be made to reflect both our
own credit risk and the counterparties’ credit quality in determining the fair
value of the derivatives. Level 2 inputs for the valuations are limited to
observable market prices for London Interbank Offered Rate (“LIBOR”) cash rates
(for the very short term), quoted prices for LIBOR futures contracts, observable
market prices for LIBOR swap rates, and one-month and three-month LIBOR basis
spreads at commonly quoted intervals. Mid-market pricing of the
inputs is used as a practical expedient in the fair value
measurements. Key inputs for interest rate valuations are used to
project spot rates at resets specified by each swap, as well as to discount
those future cash flows to present value at the measurement
date. When the value of any collateral placed with counterparties is
less than the interest rate derivative liability, the interest rate liability
position is further discounted to reflect our potential credit risk to
counterparties. We have used the spread over LIBOR on the BBB rated
U.S. Bank Composite rate with maturity term corresponding to the duration of the
swaps to calculate this credit-risk-related discount of future cash
flows.
Certain financial
assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value
adjustments that result from the application of the lower of cost or fair value
accounting or write-downs of individual assets. For example, when a loan
is identified as impaired, it is reported at the lower of cost or fair value,
measured based on the loan's observable market price (Level 1), the present
value of expected future cash flows discounted at the loan’s original effective
interest rate (Level 2), or the current appraised value of the underlying
collateral securing the loan if the loan is collateral dependent (Level
3). Securities held to maturity may be written down to fair value
(determined using the same techniques discussed above for securities available
for sale) as a result of an other-than-temporary impairment, if
any.
BANK
OF MARIN BANCORP
The following table
presents the carrying value of financial instruments by level within the fair
value hierarchy as of September 30, 2009, for which a non-recurring change in
fair value has been recorded.
(in thousands; unaudited)
Description of Financial
Instruments
|
At September 30, 2009
|
|||||||||||||||||||||||
Carrying Value
|
Quoted Prices in Active Markets for Identical
Assets (Level 1)
|
Significant Other Observable
Inputs (Level 2) (a)
|
Significant Unobservable
Inputs (Level 3) (b)
|
Losses for the three months ended
September 30, 2009 (c)
|
Losses for the nine months ended
September 30, 2009 (c)
|
|||||||||||||||||||
Loans carried
at fair value
|
$ | 2,258 | $ | --- | $ | 770 | $ | 1,488 | $ | 584 | $ | 2,539 |
(a) Represents
impaired loan principal balances net of specific valuation allowance of $41
thousand, determined using the discounted cash flow method.
(b) Represents
collateral-dependent loan principal balances that had been written down to the
appraised value of the underlying collateral, net of specific valuation
allowance of $183 thousand. The carrying value of loans fully charged-off, which
includes unsecured lines of credit, overdrafts and all other loans, is
zero.
(c) Represents
charge-offs during the period presented and the specific valuation allowance
established on loans during the period.
Disclosures about Fair Value
of Financial Instruments
The table below is
a summary of fair value estimates for financial instruments as of September 30,
2009 and December 31, 2008, excluding financial instruments recorded at fair
value on a recurring basis (summarized in a separate table). The carrying
amounts in the following table are recorded in the statement of condition under
the indicated captions. We have excluded nonfinanical assets and nonfinancial
liabilities defined by the Codification (ASC 820-10-15-1A), such as Bank
premises and equipment, deferred taxes and other liabilities. In
addition, we have not disclosed the fair value of financial instruments
specifically excluded from disclosure requirements of the Financial Instruments
Topic of the Codification (ASC 825-10-50-8), such as Bank-owned life insurance
policies.
September 30, 2009
|
December 31, 2008
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
(in thousands; 2009 amounts
unaudited)
|
Amounts
|
Value
|
Amounts
|
Value
|
||||||||||||
Financial
assets
|
||||||||||||||||
Cash and cash
equivalents
|
$ | 63,589 | $ | 63,589 | $ | 24,926 | $ | 24,926 | ||||||||
Investment
securities held to maturity
|
30,163 | 31,593 | 23,558 | 23,135 | ||||||||||||
Loans,
net
|
908,726 | 896,825 | 880,594 | 896,628 | ||||||||||||
Interest
receivable
|
4,085 | 4,085 | 4,081 | 4,081 | ||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
949,291 | 949,871 | 852,290 | 853,187 | ||||||||||||
Federal funds
purchased overnight and Federal Home Loan Bank short-term
borrowings
|
--- | --- | 21,800 | 21,800 | ||||||||||||
Federal Home
Loan Bank long-term borrowings
|
55,000 | 54,067 | 35,000 | 34,137 | ||||||||||||
Subordinated
debenture
|
5,000 | 3,795 | 5,000 | 5,000 | ||||||||||||
Interest
payable
|
958 | 958 | 918 | 918 |
Following is a
description of methods and assumptions used to estimate the fair value of each
class of financial instrument not recorded at fair value but required for
disclosure purposes:
Cash and Cash
Equivalents – The carrying amounts of cash and cash equivalents
approximate their fair value because of the short-term nature of these
instruments.
Held-to-maturity
Securities - Held-to-maturity securities, which generally consist of
obligations of state & political subdivisions, are recorded at their
amortized cost. Their fair value for disclosure purposes is determined using
methodologies similar to those described above for available-for-sale securities
using Level 2 inputs. If Level 2 inputs are not available, we may utilize
pricing models that incorporate unobservable inputs that are supported by little
or no market activity and that are significant to the fair value of the assets
or liabilities (Level 3). As of September 30, 2009, we did not hold
any securities whose fair value was measured using significant unobservable
inputs.
BANK
OF MARIN BANCORP
Loans
- The fair value of loans with variable interest rates approximates their
current carrying value, because their rates are regularly adjusted to current
market rates. The
fair value of fixed rate loans or variable loans at negotiated interest rate
floors or ceilings with remaining maturities in excess of one year is estimated
by discounting the future cash flows using current market rates at which similar
loans would be made to borrowers with similar credit ratings and similar
remaining maturities.
Interest
Receivable and Payable - The accrued interest receivable and payable
balances approximate their fair value due to the short-term nature of their
settlement dates.
Deposits
- The fair value of non-interest bearing deposits, interest bearing transaction
accounts, savings accounts and money market accounts is the amount payable on
demand at the reporting date. The fair value of time deposits is
estimated by discounting the future cash flows using current rates offered for
deposits of similar remaining maturities.
Federal
Funds Purchased Overnight and Federal Home Loan Bank Short-term
Borrowings - The balance represents its fair value as these borrowings
settle overnight.
Federal
Home Loan Bank Long-term Borrowings - The fair value is estimated by
discounting the future cash flows using current rates offered by the Federal
Home Loan Bank San Francisco (“FHLB”) for similar credit advances corresponding
to the remaining duration of our fixed-rate credit advances.
Subordinated
Debenture - The fair value of the subordinated debenture is estimated by
discounting the future cash flows (interest payment at a rate of three-month
LIBOR plus 2.48%) using current market rates at which similar bonds would be
issued with similar credit ratings as ours and similar remaining maturities. We
have used the spread of the ten-year BBB rated U.S. Bank Composite over LIBOR to
calculate this credit-risk-related discount of future cash flows.
Commitments
- Loan commitments and standby letters of credit generate ongoing fees, which
are recognized over the term of the commitment period. In situations where the
borrower's credit quality has declined, we record a reserve for these
off-balance sheet commitments. Given the uncertainty in the likelihood and
timing of a commitment being drawn upon, a reasonable estimate of the fair value
of these commitments is the carrying value of the related unamortized loan fees
plus the reserve, which is not material.
Note
4: Investment Securities
Our investment
securities portfolio at September 30, 2009 consists primarily of U.S. government
agency securities, including mortgage-backed securities (“MBS”) and
collateralized mortgage obligations (“CMOs”) issued or guaranteed by Federal
National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation
(“FHLMC”), or Government National Mortgage Association (“GNMA”). Our portfolio
also includes obligations of state and political subdivisions, debentures issued
by government-sponsored agencies including FHLB, Federal Farm Credit Bank and
FNMA, as well as corporate CMOs, as reflected in the table
below.
BANK
OF MARIN BANCORP
(in thousands; September 30, 2009
unaudited)
|
September 30, 2009
|
December 31, 2008
|
||||||||||||||||||||||||||||||
Amortized
|
Fair
|
Gross
Unrealized
|
Amortized
|
Fair
|
Gross
Unrealized
|
|||||||||||||||||||||||||||
Cost
|
Value
|
Gains
|
(Losses)
|
Cost
|
Value
|
Gains
|
(Losses)
|
|||||||||||||||||||||||||
Held
to maturity
|
||||||||||||||||||||||||||||||||
Obligations
of state and political subdivisions
|
$ | 30,163 | $ | 31,593 | $ | 1,619 | $ | (189 | ) | $ | 23,558 | $ | 23,135 | $ | 373 | $ | (796 | ) | ||||||||||||||
Available
for sale
|
||||||||||||||||||||||||||||||||
Securities of
U. S. government agencies:
|
||||||||||||||||||||||||||||||||
MBS
pass-through securities issued by FNMA and FHLMC
|
10,924 | 11,228 | 304 | --- | 8,135 | 8,249 | 114 | --- | ||||||||||||||||||||||||
CMOs issued
by FNMA
|
15,604 | 16,178 | 574 | --- | 15,289 | 15,468 | 183 | (4 | ) | |||||||||||||||||||||||
CMOs issued
by FHLMC
|
20,331 | 20,934 | 603 | --- | 24,308 | 24,452 | 165 | (21 | ) | |||||||||||||||||||||||
CMOs issued
by GNMA
|
14,290 | 14,816 | 526 | --- | 13,160 | 13,341 | 219 | (38 | ) | |||||||||||||||||||||||
Debentures of
government sponsored agencies
|
5,000 | 5,065 | 65 | --- | 17,000 | 17,072 | 116 | (44 | ) | |||||||||||||||||||||||
Corporate CMOs
|
13,701 | 13,620 | 1 | (82 | ) | 1,392 | 1,370 | --- | (22 | ) | ||||||||||||||||||||||
Total available for sale
|
79,850 | 81,841 | 2,073 | (82 | ) | 79,284 | 79,952 | 797 | (129 | ) | ||||||||||||||||||||||
Total investment securities
|
$ | 110,013 | $ | 113,434 | $ | 3,692 | $ | (271 | ) | $ | 102,842 | $ | 103,087 | $ | 1,170 | $ | (925 | ) |
The amortized cost
and fair value of investment securities at September 30, 2009 by contractual
maturity are shown below. Expected maturities will differ from
contractual maturities because the issuers of the securities may have the right
to call or prepay obligations with or without call or prepayment
penalties.
September 30, 2009
|
||||||||||||||||
Held to Maturity
|
Available for Sale
|
|||||||||||||||
(in thousands; unaudited)
|
Amortized Cost
|
Fair Value
|
Amortized Cost
|
Fair Value
|
||||||||||||
Within one
year
|
$ | 360 | $ | 368 | $ | --- | $ | --- | ||||||||
After one but
within five years
|
3,683 | 3,839 | 2,000 | 2,065 | ||||||||||||
After five
years through ten years
|
11,886 | 12,660 | 19,776 | 20,002 | ||||||||||||
After ten years
|
14,234 | 14,726 | 58,074 | 59,774 | ||||||||||||
Total
|
$ | 30,163 | $ | 31,593 | $ | 79,850 | $ | 81,841 |
Investment
securities carried at $26.9 million and $28.4 million were pledged at September
30, 2009 and December 31, 2008, respectively. During 2009, four held-to-maturity
securities issued by the same issuer with a combined carrying value of $1.1
million, and another held-to-maturity security with a carrying value of $335
thousand were sold due to evidence of significant deterioration of
creditworthiness. The proceeds from the sales totaled $1.4 million
and the transactions resulted in net losses of $9 thousand recorded in
earnings.
Other-Than-Temporarily
Impaired Debt Securities
For each security
in an unrealized loss position, we assess whether we intend to sell the
security, or it is more likely than not that we will be required to sell the
security before recovery of its amortized cost basis less any current-period
credit losses. For debt securities that are considered other-than-temporarily
impaired and that we do not intend to sell and will not be required to sell
prior to recovery of our amortized cost basis, we separate the amount of the
impairment into the amount that is credit related (credit loss component) and
the amount due to all other factors. The credit loss component is recognized in
earnings and is calculated as the difference between the security’s amortized
cost basis and the present value of its expected future cash flows. The
remaining difference between the security’s fair value and the present value of
future expected cash flows is deemed to be due to factors that are not credit
related and is recognized in other comprehensive income.
We do not have the
intent to sell the securities that are temporarily impaired, and it is more
likely than not that we will not have to sell those securities before recovery
of the cost basis. Additionally, we have evaluated the credit ratings of our
investment securities and their issuers and/or insurers, if applicable. Based on
our evaluation, Management has determined that no investment security in our
investment portfolio is other-than-temporarily impaired.
BANK
OF MARIN BANCORP
Six and
thirty-seven investment securities were in unrealized loss positions at
September 30, 2009 and December 31, 2008, respectively. They are summarized and
classified according to the duration of the loss period as follows:
September
30, 2009
|
< 12 continuous months
|
> 12
continuous months
|
Total
Securities in a loss position
|
|||||||||||||||||||||
(In thousands; unaudited)
|
Fair value
|
Unrealized loss
|
Fair value
|
Unrealized loss
|
Fair value
|
Unrealized loss
|
||||||||||||||||||
Held-to-maturity
|
||||||||||||||||||||||||
Obligations
of state & political subdivisions
|
$ | --- | $ | --- | $ | 1,871 | $ | (189 | ) | $ | 1,871 | $ | (189 | ) | ||||||||||
Available for
sale
|
||||||||||||||||||||||||
Corporate CMOs
|
13,381 | (82 | ) | --- | --- | 13,381 | (82 | ) | ||||||||||||||||
Total available for sale
|
13,381 | (82 | ) | --- | --- | 13,381 | (82 | ) | ||||||||||||||||
Total temporarily impaired
securities
|
$ | 13,381 | $ | (82 | ) | $ | 1,871 | $ | (189 | ) | $ | 15,252 | $ | (271 | ) | |||||||||
December
31, 2008
|
< 12 continuous months
|
> 12
continuous months
|
Total
Securities in a loss position
|
|||||||||||||||||||||
(In thousands)
|
Fair value
|
Unrealized loss
|
Fair value
|
Unrealized loss
|
Fair value
|
Unrealized loss
|
||||||||||||||||||
Held-to-maturity
|
||||||||||||||||||||||||
Obligations
of state & political subdivisions
|
$ | 10,449 | $ | (430 | ) | $ | 1,819 | $ | (366 | ) | $ | 12,268 | $ | (796 | ) | |||||||||
Available for
sale
|
||||||||||||||||||||||||
Securities of
U. S. Government Agencies
|
23,369 | (107 | ) | --- | --- | 23,369 | (107 | ) | ||||||||||||||||
Corporate CMOs
|
643 | (15 | ) | 727 | (7 | ) | 1,370 | (22 | ) | |||||||||||||||
Total available for sale
|
24,012 | (122 | ) | 727 | (7 | ) | 24,739 | (129 | ) | |||||||||||||||
Total temporarily impaired
securities
|
$ | 34,461 | $ | (552 | ) | $ | 2,546 | $ | (373 | ) | $ | 37,007 | $ | (925 | ) |
The unrealized
losses associated with debt securities of U.S. government agencies are primarily
driven by changes in interest rates and not due to the credit quality of the
securities. Further, securities backed by GNMA, FNMA, or FHLMC have the
guarantee of the full faith and credit of the U.S. Federal Government.
Obligations of U.S. states and political subdivisions in our portfolio are all
investment grade without delinquency history. The unrealized loss amount of the
obligations of state and political subdivisions relates to one debenture with
payments collected through property tax assessments in an affluent
community. These securities will continue to be monitored as part of
our ongoing impairment analysis, but are expected to perform. As a result, we
concluded that these securities were not other-than-temporarily impaired at
September 30, 2009.
The unrealized
losses associated with corporate CMO’s are primarily related to securities
backed by residential mortgages. A majority of these securities were AAA-rated
by at least one major rating agency. We estimate loss projections for each
security by assessing loans collateralizing the security and determining
expected default rates and loss severities. Based upon our assessment of
expected credit losses of each security given the performance of the underlying
collateral and credit enhancements where applicable, we concluded that these
securities were not other-than-temporarily impaired at September 30,
2009.
Securities Carried at
Cost
As
a member of the FHLB, we are required to maintain a minimum investment in the
FHLB capital stock determined by the Board of Directors of the FHLB. The minimum
investment requirements can also increase in the event we need to increase our
borrowing capacity with the FHLB. We held $4.7 million and $3.9 million of FHLB
stock recorded at cost in other assets at September 30, 2009 and December 31,
2008, respectively. In January 2009, the FHLB notified us that they temporarily
suspended dividend payments on stock in order to build up higher retained
earnings and to preserve their capital. On July 30, 2009, the FHLB declared a
cash dividend for the second quarter of 2009 at an annualized dividend rate of
0.84%. Management does not believe that the temporary suspension
and/or reduction of dividends on FHLB stock resulted in
other-than-temporary-impairment on our investment in FHLB stock, as we expect to
be able to redeem this stock at cost.
In addition, as a
member bank of Visa Inc., we hold 16,939 shares of Visa Inc. Class B common
stock at a zero cost basis. These shares are restricted from resale
until their conversion into Class A (voting) shares on March 25,
2011.
BANK
OF MARIN BANCORP
Note
5: Allowance for Loan Losses and Non-accrual Loans
The allowance for
loan losses is maintained at levels considered adequate by Management to provide
for probable loan losses inherent in the portfolio. The allowance is based on
Management's assessment of various factors affecting the loan portfolio,
including problem loans, economic conditions and loan loss experience, and an
overall evaluation of the quality of the underlying collateral.
Activity in the
allowance for loan losses follows:
Three months ended
|
Nine months ended
|
|||||||||||||||||||
(in thousands; unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||||
Beginning
balance
|
$ | 10,135 | $ | 10,289 | $ | 8,555 | $ | 9,950 | $ | 7,575 | ||||||||||
Provision for
loan loss charged to expense
|
1,100 | 700 | 1,685 | 2,985 | 2,810 | |||||||||||||||
Loans charged
off
|
(392 | ) | (971 | ) | (970 | ) | (2,238 | ) | (1,128 | ) | ||||||||||
Loan loss recoveries
|
275 | 117 | 1 | 421 | 14 | |||||||||||||||
Ending balance
|
$ | 11,118 | $ | 10,135 | $ | 9,271 | $ | 11,118 | $ | 9,271 | ||||||||||
Total loans
held in portfolio at end of period, before deducting allowance for loan
losses
|
$ | 919,844 | $ | 909,614 | $ | 839,007 | 919,844 | $ | 839,007 | |||||||||||
Ratio of
allowance for loan losses to loans
|
1.21 | % | 1.11 | % | 1.11 | % | 1.21 | % | 1.11 | % | ||||||||||
Non-accrual
loans at period end
|
$ | 6,049 | $ | 5,909 | $ | 823 | $ | 6,049 | $ | 823 | ||||||||||
Average
recorded investment in impaired loans
|
$ | 8,950 | $ | 7,916 | $ | 874 | $ | 8,222 | $ | 517 |
The gross interest
income that would have been recorded had non-accrual and charged-off loans been
current totaled $237 thousand in the quarter ended September 30, 2009, $199
thousand in the quarter ended June 30, 2009, and $37 thousand in the quarter
ended September 30, 2008. Foregone interest income on non-accrual and
charged-off loans totaled $583 thousand and $49 thousand during the first nine
months of 2009 and 2008, respectively. We recognized $60 thousand and
$70 thousand of interest income on non-accrual loans during the quarter and
nine-month periods ended September 30, 2009, respectively, as cash payments were
received.
Impaired loan
balances totaled $7.0 million, $6.2 million and $823 thousand at September 30,
2009, June 30, 2009 and September 30, 2008, respectively, with a specific
valuation allowance of $224 thousand, $32 thousand and $47 thousand,
respectively. The amount of the recorded investment in impaired loans for which
there is no related specific valuation allowance for loan losses totaled $4.6
million, $5.8 million and zero at September 30, 2009, June 30, 2009 and
September 30, 2008, respectively. We charge off our estimated losses related to
specifically identified impaired loans as the losses are identified. The
charged-off portion of impaired loans outstanding at September 30, 2009 totaled
approximately $770 thousand.
Impaired loans were
primarily comprised of commercial real estate, commercial, collateral dependent
construction, and personal loans. At September 30, 2009, we had no
available commitments to extend credit on impaired loans. The
principal balance on loans whose contractual terms have been restructured in a
manner which grants a concession to a borrower experiencing financial
difficulties was $456 thousand at September 30, 2009, $251 thousand at June 30,
2009 and $120 thousand at September 30, 2008. These restructured loan
amounts have been included in the impaired loan totals noted
above. All but one impaired restructured loan were current in their
payments and accruing interest at each period end.
Note
6: Borrowings
Federal Funds Purchased– We
have unsecured lines of credit totaling $75.0 million with correspondent banks
for overnight borrowings. In general, interest rates on these lines
approximate the Federal funds target rate. At September 30, 2009 and December
31, 2008, we had no overnight borrowings outstanding under these credit
facilities.
BANK
OF MARIN BANCORP
Federal Home Loan Bank Borrowings
– As of September 30, 2009 and December 31, 2008, we had lines of credit
with the FHLB totaling $230.6 million and $195.8 million,
respectively. At September 30, 2009 and December 31, 2008, FHLB
overnight borrowings totaled zero and $21.8 million, respectively.
On February 5,
2008, we entered into a ten-year borrowing agreement under the same FHLB line of
credit for $15.0 million at a fixed rate of 2.07%. Interest-only payments are
required every three months until maturity. Although the entire principal is due
on February 5, 2018, the FHLB has the unconditional right to accelerate the due
date on November 5, 2009 and every three months thereafter (the “put dates”). If
the FHLB exercises its right to accelerate the due date, the FHLB will offer
replacement funding at the current market rate, subject to certain conditions.
We must comply with the put date, but are not required to accept replacement
funding.
On December 16,
2008, we entered into a five-year borrowing agreement under the FHLB line of
credit for $20.0 million at a fixed rate of 2.54%. Interest-only payments are
required every month until maturity.
On January 23,
2009, we entered into a three-year borrowing agreement under the FHLB line of
credit for $20.0 million at a fixed rate of 2.29%. Interest-only
payments are required every month until maturity.
At September 30,
2009, $175.6 million was remaining as available for borrowing from the FHLB
under a formula based on eligible collateral, mainly a portfolio of loans. The
FHLB overnight borrowing and the FHLB line of credit are secured by essentially
all of our financial assets, including loans, investment securities, cash and
cash equivalents under a blanket lien.
Federal Reserve Line of
Credit – We also have a line of credit with the Federal Reserve Bank of
San Francisco (“FRB”). On March 30, 2009, we pledged a certain residential loan
portfolio that increased our borrowing capacity with the FRB. At
September 30, 2009 and December 31, 2008, we have borrowing capacity under this
line totaling $35.3 and $2.9 million, respectively, and had no outstanding
borrowings with the FRB.
Subordinated Debt – On
September 17, 2004 we issued a 15-year, $5.0 million subordinated debenture
through a pooled trust preferred program, which matures on June 17,
2019. We have the right to redeem the debenture, in whole or in part,
at the redemption price at principal amounts in multiples of $1.0 million on any
interest payment date on or after June 17, 2009. The interest rate on
the debenture changes quarterly and is paid quarterly at the three-month LIBOR
plus 2.48%. The rate at September 30, 2009 was 2.77%. The debenture is
subordinated to the claims of depositors and our other creditors.
Note
7: Stockholders' Equity
Preferred
Stock
Pursuant to the
U.S. Treasury Capital Purchase Program (the “TCPP”), on December 5, 2008, we
issued to the U.S. Treasury 28,000 shares of senior preferred stock with a zero
par value and a $1,000 per share liquidation preference, along with a warrant to
purchase 154,242 shares of common stock at a per share exercise price of $27.23,
in exchange for aggregate consideration of $28.0 million. The
proceeds of $28 million were allocated between the preferred stock and the
warrant with $27.0 million allocated to preferred stock and $961 thousand
allocated to the warrant, based on their relative fair value at the time of
issuance. The discount on the preferred stock (i.e., difference between the
initial carrying amount and the liquidation amount) was calculated to be
amortized over the five-year period preceding the 9% perpetual dividend, using
the effective yield method. The preferred stock called for a 5% coupon dividend
rate for the first five years and 9% thereafter. The warrant was immediately
exercisable and expires 10 years after the issuance date.
Under the American
Recovery and Reinvestment Act of 2009, which allows participants in the TCPP to
withdraw from the program, we repurchased all 28,000 shares of outstanding
preferred stock from the U.S. Treasury at $28 million plus accrued but unpaid
dividends of $179 thousand on March 31, 2009. At the time of repurchase, we
accelerated the remaining accretion of the preferred stock totaling $945
thousand through retained earnings in accordance with accounting requirements,
reducing our net income available to common stockholders. The warrant
to purchase 154,242 shares of our common stock remains outstanding. On June 26,
2009, the Treasury issued guidance on the process banks can use to repurchase
warrants under the TCPP. We currently do not intend to repurchase the warrant
from the Treasury under these guidelines.
BANK
OF MARIN BANCORP
Common
Dividends
A summary of cash
dividends paid to common stockholders, which are recorded as a reduction of
retained earnings, is presented below.
Three months ended
|
Nine months ended
|
|||||||||||||||||||
(in thousands, except per share data;
unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||||
Cash
dividends
|
$ | 730 | $ | 724 | $ | 719 | $ | 2,176 | $ | 2,161 | ||||||||||
Cash
dividends per share
|
$ | 0.14 | $ | 0.14 | $ | 0.14 | $ | 0.42 | $ | 0.42 |
Share-Based
Payments
The fair value of
stock options on the grant date is recorded as a stock-based compensation
expense in the income statement over the requisite service period with a
corresponding increase in common stock. In addition, we record excess
tax benefits on the exercise of non-qualified stock options, disqualifying
disposition of incentive stock options or vesting of restricted stock as an
addition to common stock with a corresponding decrease in current taxes
payable.
Stock-based
compensation also includes compensation expense related to the issuance of
non-vested restricted common shares pursuant to the 2007 Equity
Plan. The grant-date fair value of the restricted common shares,
which is equal to its intrinsic value, is recorded as compensation expense over
the requisite service period with a corresponding increase in common stock as
the shares vest. Any excess tax benefit on the vesting of these shares will also
be recorded as increase in common stock and a corresponding decrease in current
taxes payable. The holders of the non-vested restricted common shares are
entitled to dividends on the same per-share ratio as the holders of common
stock. Dividends paid on the portion of share-based awards not expected to vest
are also included in stock-based compensation expense. Tax benefits on dividends
paid on the portion of share-based awards expected to vest are recorded as
increase to common stock with a corresponding decrease in current taxes
payable.
Stock-based
compensation and tax benefits on exercised options are shown below.
Three months ended
|
Nine months ended
|
|||||||||||||||||||
(in thousands; unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||||
Stock-based
compensation
|
$ | 106 | $ | 102 | $ | 103 | $ | 304 | $ | 331 | ||||||||||
Excess tax
benefits on exercised options
|
$ | 50 | $ | 215 | $ | 69 | $ | 270 | $ | 128 |
Note
8: Commitments and Contingencies
Financial
Instruments with Off-Balance Sheet Risk
We make commitments
to extend credit in the normal course of business to meet the financing needs of
our customers. These financial instruments include commitments to
extend credit in the form of loans or through standby letters of
credit. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of
the commitments are expected to expire without being drawn upon, the total
commitment amount does not necessarily represent future cash
requirements.
We are exposed to
credit loss equal to the contract amount of the commitment in the event of
nonperformance by the borrower. We use the same credit policies in making
commitments as we do for on-balance-sheet instruments and we evaluate each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by us, is based on Management's credit
evaluation of the borrower. Collateral held varies, but may include
accounts receivable, inventory, property, plant and equipment, and real
property.
BANK
OF MARIN BANCORP
The contract amount
of loan commitments and standby letters of credit not reflected on the
consolidated statement of condition was $236.8 million at September 30, 2009 at
rates ranging from 2.25% to 9.75%. This amount included $132.3
million under commercial lines of credit (these commitments are contingent upon
customers maintaining specific credit standards), $73.7 million under revolving
home equity lines, $18.4 million under undisbursed construction loans, $4.7
million under standby letters of credit, and a remaining $7.7 million under
personal and other lines of credit. We have set aside an allowance for losses in
the amount of $474 thousand for these commitments, which is recorded in interest
payable and other liabilities.
Operating
Leases
We rent certain
premises and equipment under long-term non-cancelable operating leases expiring
at various dates through the year 2024. Commitments under these leases
approximate $618 thousand, $2.5 million, $2.1 million, $2.0 million and $2.0
million for 2009, 2010, 2011, 2012, and 2013, respectively, and $16.8 million
for all years thereafter.
Litigation
and Regulatory Matters
There have been no
changes to the disclosure regarding litigation and regulatory matters in Note 13 – Commitments and
Contingencies to the Consolidated Financial Statements of the Bancorp’s
2008 Annual Report on Form 10-K.
Note
9: Derivative Financial Instruments and Hedging
Activities
We have entered
into interest rate swap agreements, primarily as an asset/liability management
strategy, in order to mitigate the changes in the fair value of specified
long-term fixed-rate loans and firm commitments to enter into long-term
fixed-rate loans caused by changes in interest rates. These hedges
allow us to offer long-term fixed rate loans to customers without assuming the
interest rate risk of a long-term asset by swapping our fixed-rate interest
stream for a floating-rate interest stream, generally benchmarked to the
one-month U.S. dollar LIBOR index, thus protecting us against changes in the net
interest margin otherwise associated with fluctuating interest
rates.
The fixed-rate
payment features of the interest rate swap agreements are generally structured
at inception to mirror all of the provisions of the hedged loan agreements.
These interest rate swaps, designated and qualified as fair value hedges, are
carried on the balance sheet at their fair value in other assets (when the fair
value is positive) or in other liabilities (when the fair value is negative).
One of our interest rate swap agreements qualifies for shortcut hedge accounting
treatment. The change in fair value of the swap using the shortcut accounting
treatment is recorded in other non-interest income, while the change in fair
value of swaps using non-shortcut accounting is recorded in interest
income. The unrealized gain or loss in market value of the hedged
fixed-rate loan is recorded as an adjustment to the hedged loan and offset in
other non-interest income (for shortcut accounting treatment) or interest income
(for non-shortcut accounting treatment).
During the third
quarter of 2007, a forward swap was designated to offset the change in fair
value of a loan originated during the period. The fair value of the related
yield maintenance agreement totaling $69 thousand at the date of designation,
recorded in other assets, is being amortized to interest income using the
effective yield method over the life of the loan.
Our credit
exposure, if any, on interest rate swaps is limited to the net favorable value
(net of any collateral pledged) and interest payments of all swaps by each
counterparty. Conversely, when an interest rate swap is in a liability position
exceeding a certain threshold, we are required to post collateral to the
counterparty (generally when our derivative liability position is greater than
$100 thousand or $1.3 million, depending upon the counterparty, at which time
posting of collateral in an amount up to the liability position is
required). Collateral levels are monitored and adjusted on a regular
basis for changes in interest rate swap values. The aggregate fair value of all
derivative instruments that are in a liability position and have collateral
requirements on September 30, 2009 is $1.9 million, for which we have posted
collateral in the form of cash totaling $2.6 million.
BANK
OF MARIN BANCORP
As of September 30,
2009, we had four interest rate swap agreements, which are scheduled to mature
in September 2018, April 2019, June 2020 and May 2022. All of our
derivatives are accounted for as fair value hedges. As our interest rate swaps
are settled monthly with counterparties, accrued interest on the swaps, if any,
is minimal. Information on our derivatives follows:
(in thousands; September 30, 2009
unaudited)
|
Asset derivatives designated as fair value
hedges
|
Liability derivatives designated as fair value
hedges
|
||||||||||||||
September 30,
2009
|
December 31,
2008
|
September 30,
2009
|
December 31,
2008
|
|||||||||||||
Interest rate
swap notional amount
|
$ | 1,943 | $ | --- | $ | 17,351 | $ | 17,833 | ||||||||
Credit risk
amount
|
9 | --- | --- | --- | ||||||||||||
Interest rate swap fair value
(1)
|
9 | --- | 2,196 | 3,456 | ||||||||||||
Balance sheet
location
|
Other
assets
|
--- |
Other
liabilities
|
Other
liabilities
|
Three months ended
|
||||||||||||
(in thousands; unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
|||||||||
(Decrease)
increase in value of designated interest rate swaps recognized in interest
income
|
$ | (372 | ) | $ | 1,259 | $ | (231 | ) | ||||
Payment on
interest rate swap recorded in interest income
|
(219 | ) | (214 | ) | (106 | ) | ||||||
Increase
(decrease) in value of hedged loans recognized in interest
income
|
405 | (1,284 | ) | 186 | ||||||||
Decrease in value of yield maintenance
agreement recognized against interest
income
|
(5 | ) | (6 | ) | (5 | ) | ||||||
Net loss on derivatives recognized in interest
income (2)
|
$ | (191 | ) | $ | (245 | ) | $ | (156 | ) |
Nine months ended
|
||||||||
(in thousands; unaudited)
|
September 30,
2009
|
September 30,
2008
|
||||||
Increase
(decrease) in value of designated interest rate swaps recognized in
interest income
|
$ | 1,268 | $ | (255 | ) | |||
Payment on
interest rate swap recorded in interest income
|
(630 | ) | (251 | ) | ||||
(Decrease)
increase in value of hedged loans recognized in interest
income
|
(1,299 | ) | 217 | |||||
Decrease in value of yield maintenance
agreement recognized against interest
income
|
(14 | ) | (14 | ) | ||||
Net loss on derivatives recognized in interest
income (2)
|
$ | (675 | ) | $ | (303 | ) |
(1) See Note 3 for
valuation methodology.
(2) Ineffectiveness
of $28 thousand, ($31) thousand, and ($50) thousand was recorded in interest
income during the three months ended September 30, 2009, June 30,
2009, and September 30, 2008, respectively. Ineffectiveness of ($45)
thousand,and ($52) thousand was recorded in interest income during the
nine-month periods ended September 30, 2009 and 2008, respectively. The full
change in value of swaps was included in the assessment of hedge
effectiveness.
BANK
OF MARIN BANCORP
Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
In the following
pages, Management discusses its analysis of the financial condition and results
of operations for the third quarter of 2009 compared to the third quarter of
2008 and to the prior quarter (second quarter of 2009) as well as the nine-month
period ended September 30, 2009 compared to the same period in 2008. This
discussion should be read in conjunction with the related consolidated financial
statements in this Form 10-Q and with the audited consolidated financial
statements and accompanying notes included in our 2008 Annual
Report. Average balances, including balances used in calculating
certain financial ratios, are generally comprised of average daily
balances.
Forward-Looking
Statements
This discussion of
financial results includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, (the "1933 Act") and
Section 21E of the Securities Exchange Act of 1934, as amended, (the "1934
Act"). Those sections of the 1933 Act and 1934 Act provide a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their financial performance so long as they
provide meaningful, cautionary statements identifying important factors that
could cause actual results to differ significantly from projected
results.
Our forward-looking
statements include descriptions of plans or objectives of Management for future
operations, products or services, and forecasts of its revenues, earnings or
other measures of economic performance. 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."
Forward-looking
statements are based on Management's current expectations regarding economic,
legislative, and regulatory issues that may impact our earnings in future
periods. A number of factors—many of which are beyond Management’s control—could
cause future results to vary materially from current Management expectations.
Such factors include, but are not limited to, general economic conditions; the
current financial turmoil in the U.S. and abroad; changes in interest rates,
deposit flows, real estate values and competition; changes in accounting
principles, policies or guidelines; changes in legislation or regulation; and
other economic, competitive, governmental, regulatory and technological factors
affecting our operations, pricing, products and services. These and other
important factors are detailed in the Risk Factors section of our 2008 Form 10-K
as filed with the SEC, copies of which are available from us at no charge.
Forward-looking statements speak only as of the date they are made. We do not
undertake to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements are made or to
reflect the occurrence of unanticipated events.
Executive
Summary
We produced healthy
financial results in the first nine months of 2009 and continued to focus on our
customer relationships which led to higher deposits, a core funding source for
our steady loan growth. We have also expanded our franchise by opening a branch
in Greenbrae, California in September 2009.
We reported
third-quarter 2009 earnings of $3.6 million, up $906 thousand, or 33.6%, from
the same period a year ago, and up $468 thousand, or 14.9% from the second
quarter of 2009. Diluted earnings per common share in the third
quarter of 2009 were $0.68, up sixteen cents, or 30.8% from the third quarter of
2008, and up eight cents, or 13.3% from the second quarter of
2009. Earnings for the nine-month period ended September 30,
2009 totaled $10.0 million, an increase of $606 thousand, or 6.5%, over the same
period a year ago. Diluted earnings per share for the nine-month
period ended September 30, 2009 totaled $1.66, compared to $1.79 for the same
period a year ago. The earnings per common share for the nine-month
period ended September 30, 2009 were reduced by $0.25 as a result of the
non-recurring accelerated accretion of the redemption premium resulting from our
early repurchase of the preferred stock, and dividends on the preferred stock.
Further, earnings reflected a special assessment imposed by the Federal Deposit
Insurance Corporation (“FDIC”) on all banks in the second quarter of 2009, which
resulted in $496 thousand in additional expense and reduced diluted earnings per
share by $0.06 for the nine-month period ended September 30,
2009.
BANK
OF MARIN BANCORP
Gross loans
increased $29.3 million, or 3.3%, over December 31, 2008 and totaled $919.8
million at September 30, 2009. The mix of loans reflects an increase
in the percentage of home equity lines of credit to total loans, as well as a
decrease in construction loans.
While the U.S.
economy showed some signs of improvement during the second and third quarter of
2009, consumers continue to experience high levels of financial stress from an
increased unemployment rate as well as continued declines in home prices. These
factors have impacted the markets we serve. Our customers are also affected by
further reductions in spending by consumers and businesses. In the quarters
ended September 30, 2009, June 30, 2009 and September 30, 2008, our loan loss
provision totaled $1.1 million, $700 thousand and $1.7 million, respectively,
and net charge-offs totaled $117 thousand, $854 thousand, and $969 thousand in
the same periods, respectively. The allowance for loan losses as a percentage of
loans totaled 1.21% at September 30, 2009 compared to 1.12% at December 31,
2008. Non-accrual loans totaled $6.0 million, or 0.7%, of the Bank’s loan
portfolio at September 30, 2009, compared to $6.7 million, or 0.8%, at December
31, 2008.
We have been
focusing on improving our core funding mix by generating low cost deposits
though our dedicated team of bankers, and those efforts have produced growth of
$97.0 million or 11.4% in deposits from 2008 year-end. Core deposit growth has
provided valuable low-cost liquidity to support our asset growth.
Net interest income
of $13.3 million in the quarter ended September 30, 2009 increased $1.0 million,
or 8.3%, from the same period last year, and the year-to-date amount for 2009
increased $3.7 million, or 10.3% from the same period last year. The increases
reflect growth in interest-earning assets and a reduced cost of funds, partially
offset by decreased loan yields primarily due to a lower-rate environment. The
tax-equivalent net interest margin was 5.18% in the third quarter of 2009
compared to 5.35% in the third quarter of 2008 and 5.16% in the first nine
months of 2009 compared to 5.43% in the first nine months of
2008. Decreases in the tax-equivalent net interest margin were
primarily due to the downward re-pricing of our loan portfolio in a declining
rate environment and to a lesser extent, interest foregone on non-accrual loans
(representing a nine-basis point and an eight-basis point impact on the net
interest margin in the quarter and nine months ended September 30, 2009,
respectively).
The third quarter
efficiency ratio improved to 53.02%, down from 55.11% in the same quarter last
year and 60.11% in the preceding quarter, reflecting the expansion of net
interest income mentioned above. The decrease in the efficiency ratio from the
prior quarter also benefited from the decrease in non-interest expenses, mainly
due to the absence of the FDIC special assessment and ACH operational losses
included in the second quarter of 2009.
Non-interest income
totaled $1.3 million in the third quarter of 2009, an increase of $137 thousand
or 11.5% from the same period last year. Excluding a pre-tax
non-recurring gain of $457 thousand recorded in the first quarter of 2008
related to the mandatory redemption of a portion of our shares in Visa Inc.,
non-interest income of $3.8 million for the first nine months of 2009 increased
modestly by 3.3% from the same period last year.
Non-interest
expense totaled $7.8 million in the third quarter of 2009 and $23.9 million in
the first nine months of 2009. Non-interest expense for the first
nine months of 2008 included a reversal of a pre-tax charge of $242 thousand
that was originally recorded in the fourth quarter of 2007, for the potential
obligation to Visa Inc. in connection with certain litigation indemnifications
provided to Visa Inc. by Visa member banks. Excluding this reversal of the $242
thousand litigation liability, non-interest expense in the first nine months of
2009 increased $2.1 million, or 9.7%, from the same period a year ago. The
increase reflected $1.1 million more in FDIC premiums related to a significantly
higher FDIC premium assessment rate (including a special assessment of five
basis points on total assets minus Tier 1 capital as of June 30, 2009) and
increased deposits levels. The increase also reflects higher personnel and
occupancy costs associated with branch expansion, ACH operational losses,
increased legal fees in connection with our participation and termination in the
TCPP program, as well as costs associated with delinquent loans, partially
offset by lower data processing and other professional costs.
Critical
Accounting Policies
Critical accounting
policies are those that are both most important to the portrayal of our
financial condition and results of operations and require Management’s most
difficult, subjective, or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently
uncertain.
BANK
OF MARIN BANCORP
Management has
determined the following five accounting policies to be critical: Allowance for
Loan Losses, Other-than-temporary Impairment of
Investment Securities, Share-Based Payment, Accounting for Income Taxes
and Fair Value Measurements.
Allowance
for Loan Losses
Allowance for loan
losses is based upon estimates of loan losses and is maintained at a level
considered adequate to provide for probable losses inherent in the outstanding
loan portfolio. The allowance is increased by provisions charged to expense and
reduced by net charge-offs. In periodic evaluations of the adequacy
of the allowance balance, Management considers our past loan loss experience by
type of credit, known and inherent risks in the portfolio, adverse situations
that may affect the borrower's ability to repay, the estimated value of any
underlying collateral, current economic conditions and other factors. We
formally assess the adequacy of the allowance for loan losses on a quarterly
basis. These assessments include the periodic re-grading of loans based on
changes in their individual credit characteristics including delinquency,
seasoning, recent financial performance of the borrower, economic factors,
changes in the interest rate environment, and other factors as warranted. Loans
are initially graded when originated. They are reviewed as they are renewed,
when there is a new loan to the same borrower and/or when identified facts
demonstrate heightened risk of default. Management monitors delinquent loans
continuously and identifies problem loans to be evaluated individually for
impairment testing. For loans that are determined impaired, formal impairment
measurement is performed at least quarterly on a loan-by-loan
basis.
Our method for
assessing the appropriateness of the allowance includes specific allowances for
identified problem loans, an allowance factor for categories of credits, and
allowances for changing environmental factors (e.g., portfolio trends,
concentration of credit, growth, economic factors). Allowances for identified
problem loans are based on specific analysis of individual credits. Loss
estimation factors for loan categories are based on analysis of local economic
factors applicable to each loan category. Allowances for changing environmental
factors are Management's best estimate of the probable impact these changes have
had on the loan portfolio as a whole.
Other-than-temporary
Impairment of Investment Securities
At each financial
statement date, we assess whether declines in the fair value of held-to-maturity
and available-for-sale securities below their costs are deemed to be other than
temporary. We consider, among other things, (i) the length of time
and the extent to which the fair value has been less than cost, (ii) the
financial condition and near-term prospects of the issuer, and (iii) our intent
and ability to retain the investment for a period of time sufficient to allow
for any anticipated recovery in fair value. Evidence evaluated includes, but is
not limited to, the remaining payment terms of the instrument and economic
factors that are relevant to the collectability of the instrument, such as:
current prepayment speeds, the current financial condition of the issuer(s),
industry analyst reports, credit ratings, credit default rates, interest rate
trends and the value of any underlying collateral. Credit-related
other-than-temporary-impairment results in a charge to earnings and the
corresponding establishment of a new cost basis for the
security. Non-credit-related other-than-temporary impairment results
in a charge to other comprehensive income, net of applicable taxes, and the
corresponding establishment of a new cost basis for the security. The
other-than-temporary impairment recognized in other comprehensive income for
debt securities classified as held-to-maturity is accreted from other
comprehensive income to the amortized cost of the debt security over the
remaining life of the debt security in a prospective manner on the basis of the
amount and timing of future estimated cash flows.
Share-Based
Payment
We recognize all
share-based payments, including stock options and non-vested restricted common
shares, as an expense in the income statement based on the grant-date fair value
of the award with a corresponding increase to common stock.
We determine the
fair value of stock options at the grant date using the Black-Scholes pricing
model that takes into account the stock price at the grant date, the exercise
price, the expected dividend yield, stock price volatility and the risk-free
interest rate over the expected life of the option. The Black-Scholes model
requires the input of highly subjective assumptions, including the expected life
of the stock-based award (derived from historical data on employee exercise and
post-vesting employment termination behavior) and stock price volatility (based
on the historical volatility of the common stock). The estimates used in the
model involve inherent uncertainties and the application of Management’s
judgment. As a result, if other assumptions had been used, our
recorded stock-based compensation expense could have been materially different
from that reflected in these financial statements. The fair value of non-vested
restricted common shares generally equals the stock price at grant
date. In addition, we are required to estimate the expected
forfeiture rate and only recognize expense for those share-based awards expected
to vest. If our actual forfeiture rate is materially different from
the estimate, the share-based compensation expense could be materially
different.
BANK
OF MARIN BANCORP
Accounting
for Income Taxes
Income taxes
reported in the financial statements are computed based on an asset and
liability approach. We recognize the amount of taxes payable or refundable for
the current year, and deferred tax assets and liabilities for the expected
future tax consequences that have been recognized in the financial statements.
Under this method, deferred tax assets and liabilities are determined based on
the differences between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. We record net deferred tax assets to the
extent it is more likely than not that they will be realized. In
evaluating our ability to recover the deferred tax assets, Management considers
all available positive and negative evidence, including scheduled reversals of
deferred tax liabilities, projected future taxable income, tax planning
strategies and recent financial operations. In projecting future
taxable income, Management develops assumptions including the amount of future
state and federal pretax operating income, the reversal of temporary
differences, and the implementation of feasible and prudent tax planning
strategies. These assumptions require significant judgment about the forecasts
of future taxable income and are consistent with the plans and estimates being
used to manage the underlying business. Bancorp files consolidated federal and
combined state income tax returns.
We recognize the
financial statement effect of a tax position when it is more likely than not,
based on the technical merits, that the position will be sustained upon
examination. For tax positions that meet the more-likely-than-not threshold, we
may recognize only the largest amount of tax benefit that is greater than fifty
percent likely of being realized upon ultimate settlement with the taxing
authority. Management believes that all of our tax positions taken meet the
more-likely-than-not recognition threshold. To the extent tax
authorities disagree with these tax positions, our effective tax rates could be
materially affected in the period of settlement with the taxing
authorities.
Fair Value
Measurements
We use fair value
measurements to record fair value adjustments to certain assets and liabilities
and to determine fair value disclosures. We base our fair values on the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
Securities available for sale, derivatives, and loans held for sale, if any, are
recorded at fair value on a recurring basis. Additionally, from time to time, we
may be required to record at fair value other assets on a non-recurring basis,
such as certain impaired loans held for investment and securities held to
maturity that are other-than-temporarily impaired. These
non-recurring fair value adjustments typically involve application of
lower-of-cost or market accounting or write-downs of individual
assets.
We have established
and documented a process for determining fair value. We maximize the use of
observable inputs and minimize the use of unobservable inputs when developing
fair value measurements. Whenever there is no readily available market data,
Management uses its best estimate and assumptions in determining fair value, but
these estimates involve inherent uncertainties and the application of
Management’s judgment. As a result, if other assumptions had been used, our
recorded earnings or disclosures could have been materially different from those
reflected in these financial statements. For detailed information on our use of
fair value measurements and our related valuation methodologies, see Note 3 of
the Notes to Consolidated Financial Statements in this Form
10-Q.
BANK
OF MARIN BANCORP
RESULTS
OF OPERATIONS
Overview
Highlights of the
financial results are presented in the following table:
(dollars in
thousands, except per share data;
|
As of and for the three months
ended
|
As of and for the nine months
ended
|
||||||||||||||||||
unaudited)
|
September 30,
2009
|
June 30,
2009
|
September 30,
2008
|
September 30,
2009
|
September 30,
2008
|
|||||||||||||||
For the
period:
|
||||||||||||||||||||
Net
income
|
$ | 3,601 | $ | 3,133 | $ | 2,695 | $ | 9,963 | $ | 9,357 | ||||||||||
Net income
per share
|
||||||||||||||||||||
Basic
|
$ | 0.69 | $ | 0.61 | $ | 0.53 | $ | 1.68 | $ | 1.82 | ||||||||||
Diluted
|
$ | 0.68 | $ | 0.60 | $ | 0.52 | $ | 1.66 | $ | 1.79 | ||||||||||
Return on
average assets
|
1.29 | % | 1.16 | % | 1.10 | % | 1.23 | % | 1.35 | % | ||||||||||
Return on
average equity
|
13.46 | % | 12.25 | % | 11.37 | % | 11.89 | % | 13.55 | % | ||||||||||
Common stock
dividend payout ratio
|
20.29 | % | 22.95 | % | 26.42 | % | 25.00 | % | 23.08 | % | ||||||||||
Average
equity to average asset ratio
|
9.57 | % | 9.51 | % | 9.70 | % | 10.34 | % | 9.94 | % | ||||||||||
Efficiency
ratio
|
53.02 | % | 60.11 | % | 55.11 | % | 55.63 | % | 54.39 | % | ||||||||||
At period
end:
|
||||||||||||||||||||
Book value
per common share
|
$ | 20.55 | $ | 19.90 | $ | 18.43 | $ | 20.55 | $ | 18.43 | ||||||||||
Total
assets
|
$ | 1,126,529 | $ | 1,094,359 | $ | 984,739 | $ | 1,126,529 | $ | 984,739 | ||||||||||
Total
loans
|
$ | 919,844 | $ | 909,614 | $ | 839,007 | $ | 919,844 | $ | 839,007 | ||||||||||
Total
deposits
|
$ | 949,291 | $ | 922,605 | $ | 849,228 | $ | 949,291 | $ | 849,228 | ||||||||||
Loan-to-deposit
ratio
|
96.9 | % | 98.6 | % | 98.8 | % | 96.9 | % | 98.8 | % |
Net
Interest Income
Net interest income
is the difference between the interest earned on loans, investments and other
interest-earning assets and the interest expense incurred on deposits and other
interest-bearing liabilities. Net interest income is impacted by changes in
general market interest rates and by changes in the amounts and composition of
interest-earning assets and interest-bearing liabilities. Interest rate changes
can create fluctuations in the net interest margin due to an imbalance in the
timing of repricing or maturity of assets or liabilities. We manage interest
rate risk exposure with the goal of minimizing the impact of interest rate
volatility on net interest margin.
Net interest margin
is expressed as net interest income divided by average interest-earning assets.
Net interest rate spread is the difference between the average rate earned on
total interest-earning assets and the average rate incurred on total
interest-bearing liabilities. Both of these measures are reported on a
taxable-equivalent basis. Net interest margin is the higher of the
two because it reflects interest income earned on assets funded with
non-interest-bearing sources of funds, which include demand deposits and
stockholders’ equity.
BANK
OF MARIN BANCORP
The following
table, Distribution of Average
Statements of Condition and Analysis of Net Interest Income, compares
interest income and interest-earning assets with interest expense and
interest-bearing liabilities for the periods presented. The table also indicates
net interest income, net interest margin and net interest rate spread for each
period presented.
Average
Statements of Condition and Analysis of Net Interest Income
Three months
ended
|
Three months
ended
|
Three months
ended
|
||||||||||||||||||||||||||||||||||
September 30, 2009
|
June 30, 2009
|
September 30, 2008
|
||||||||||||||||||||||||||||||||||
Interest
|
Interest
|
Interest
|
||||||||||||||||||||||||||||||||||
(Dollars in thousands; |
Average
|
Income/
|
Yield/
|
Average
|
Income/
|
Yield/
|
Average
|
Income/
|
Yield/
|
|||||||||||||||||||||||||||
unaudited)
|
Balance
|
Expense
|
Rate
|
Balance
|
Expense
|
Rate
|
Balance
|
Expense
|
Rate
|
|||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||||||
Federal funds
sold and other short-term investments
|
$ | 223 | $ | 1 | 0.23 | % | $ | 6,604 | $ | 3 | 0.18 | % | $ | 5,065 | $ | 25 | 1.93 | % | ||||||||||||||||||
Investment
securities
|
||||||||||||||||||||||||||||||||||||
U.S.
Government agencies (1)
|
67,514 | 794 | 4.70 | % | 68,915 | 809 | 4.70 | % | 71,726 | 892 | 4.95 | % | ||||||||||||||||||||||||
Other
(1)
|
9,403 | 176 | 7.49 | % | 5,644 | 115 | 8.15 | % | 5,697 | 91 | 6.35 | % | ||||||||||||||||||||||||
Obligations
of state and political subdivisions (2)
|
30,558 | 433 | 5.67 | % | 30,389 | 436 | 5.74 | % | 20,184 | 282 | 5.56 | % | ||||||||||||||||||||||||
Loans and banker's acceptances (2)
(3)
|
916,177 | 13,924 | 5.95 | % | 909,298 | 13,687 | 5.95 | % | 819,886 | 13,833 | 6.71 | % | ||||||||||||||||||||||||
Total
interest-earning assets
|
1,023,875 | 15,328 | 5.86 | % | 1,020,850 | 15,050 | 5.83 | % | 922,558 | 15,123 | 6.52 | % | ||||||||||||||||||||||||
Cash and due
from banks
|
51,316 | 23,960 | 23,248 | |||||||||||||||||||||||||||||||||
Bank premises
and equipment, net
|
8,193 | 7,959 | 8,699 | |||||||||||||||||||||||||||||||||
Interest receivable and other assets,
net
|
25,550 | 26,150 | 17,530 | |||||||||||||||||||||||||||||||||
Total assets
|
$ | 1,108,934 | $ | 1,078,919 | $ | 972,035 | ||||||||||||||||||||||||||||||
Liabilities
and Stockholders' Equity
|
||||||||||||||||||||||||||||||||||||
Interest-bearing
transaction accounts
|
$ | 90,448 | $ | 31 | 0.14 | % | $ | 93,706 | $ | 31 | 0.13 | % | $ | 78,650 | $ | 93 | 0.47 | % | ||||||||||||||||||
Savings and
money market accounts
|
444,423 | 821 | 0.73 | % | 420,629 | 817 | 0.78 | % | 459,633 | 1,833 | 1.59 | % | ||||||||||||||||||||||||
Time
accounts
|
100,157 | 378 | 1.50 | % | 97,530 | 397 | 1.63 | % | 82,992 | 562 | 2.69 | % | ||||||||||||||||||||||||
CDARS®
reciprocal deposits
|
54,923 | 186 | 1.34 | % | 52,534 | 183 | 1.40 | % | 7,640 | 50 | 2.60 | % | ||||||||||||||||||||||||
Purchased
funds
|
55,000 | 323 | 2.33 | % | 68,363 | 328 | 1.92 | % | 22,484 | 110 | 1.95 | % | ||||||||||||||||||||||||
Subordinated debenture
|
5,000 | 41 | 3.21 | % | 5,000 | 48 | 3.80 | % | 5,000 | 69 | 5.40 | % | ||||||||||||||||||||||||
Total
interest-bearing liabilities
|
749,951 | 1,780 | 0.94 | % | 737,762 | 1,804 | 0.98 | % | 656,399 | 2,717 | 1.65 | % | ||||||||||||||||||||||||
Demand
accounts
|
243,950 | 228,861 | 213,618 | |||||||||||||||||||||||||||||||||
Interest
payable and other liabilities
|
8,899 | 9,686 | 7,730 | |||||||||||||||||||||||||||||||||
Stockholders' equity
|
106,134 | 102,610 | 94,288 | |||||||||||||||||||||||||||||||||
Total liabilities & stockholders'
equity
|
$ | 1,108,934 | $ | 1,078,919 | $ | 972,035 | ||||||||||||||||||||||||||||||
Tax-equivalent net interest
income/margin
|
$ | 13,548 | 5.18 | % | $ | 13,246 | 5.13 | % | $ | 12,406 | 5.35 | % | ||||||||||||||||||||||||
Reported net interest
income/margin
|
$ | 13,336 | 5.10 | % | $ | 13,033 | 5.05 | % | $ | 12,311 | 5.22 | % | ||||||||||||||||||||||||
Tax-equivalent net interest rate
spread
|
4.92 | % | 4.85 | % | 4.87 | % |
Page-27
Nine months
ended
|
Nine months
ended
|
|||||||||||||||||||||||
September 30, 2009
|
September 30, 2008
|
|||||||||||||||||||||||
Interest
|
Interest
|
|||||||||||||||||||||||
Average
|
Income/
|
Yield/
|
Average
|
Income/
|
Yield/
|
|||||||||||||||||||
Balance
|
Expense
|
Rate
|
Balance
|
Expense
|
Rate
|
|||||||||||||||||||
Assets
|
||||||||||||||||||||||||
Federal funds
sold and other short-term investments
|
$ | 2,342 | $ | 4 | 0.23 | % | $ | 5,475 | $ | 138 | 3.31 | % | ||||||||||||
Investment
securities
|
||||||||||||||||||||||||
U.S.
Government agencies (1)
|
70,590 | 2,471 | 4.67 | % | 72,012 | 2,641 | 4.90 | % | ||||||||||||||||
Other
(1)
|
5,493 | 292 | 7.09 | % | 6,347 | 258 | 5.43 | % | ||||||||||||||||
Obligations
of state and political subdivisions (2)
|
28,880 | 1,243 | 5.74 | % | 18,890 | 798 | 5.64 | % | ||||||||||||||||
Loans and banker's acceptances (2)
(3)
|
909,417 | 41,137 | 5.96 | % | 777,686 | 40,545 | 6.96 | % | ||||||||||||||||
Total
interest-earning assets
|
1,016,722 | 45,147 | 5.86 | % | 880,410 | 44,380 | 6.73 | % | ||||||||||||||||
Cash and due
from banks
|
32,637 | 22,279 | ||||||||||||||||||||||
Bank premises
and equipment, net
|
8,119 | 8,316 | ||||||||||||||||||||||
Interest receivable and other assets,
net
|
25,832 | 16,961 | ||||||||||||||||||||||
Total assets
|
$ | 1,083,310 | $ | 927,966 | ||||||||||||||||||||
Liabilities
and Stockholders' Equity
|
||||||||||||||||||||||||
Interest-bearing
transaction accounts
|
$ | 89,789 | $ | 86 | 0.13 | % | $ | 78,331 | $ | 277 | 0.47 | % | ||||||||||||
Savings and
money market accounts
|
424,461 | 2,428 | 0.76 | % | 422,852 | 5,607 | 1.77 | % | ||||||||||||||||
Time
accounts
|
95,879 | 1,188 | 1.66 | % | 82,323 | 1,962 | 3.18 | % | ||||||||||||||||
CDARS®
reciprocal deposits
|
51,229 | 550 | 1.44 | % | 2,854 | 55 | 2.57 | % | ||||||||||||||||
Purchased
funds
|
67,656 | 958 | 1.89 | % | 28,942 | 473 | 2.18 | % | ||||||||||||||||
Subordinated debenture
|
5,000 | 143 | 3.77 | % | 5,000 | 229 | 6.02 | % | ||||||||||||||||
Total
interest-bearing liabilities
|
734,014 | 5,353 | 0.98 | % | 620,302 | 8,603 | 1.85 | % | ||||||||||||||||
Demand
accounts
|
227,587 | 207,792 | ||||||||||||||||||||||
Interest
payable and other liabilities
|
9,720 | 7,600 | ||||||||||||||||||||||
Stockholders' equity
|
111,989 | 92,272 | ||||||||||||||||||||||
Total
liabilities & stockholders' equity
|
$ | 1,083,310 | $ | 927,966 | ||||||||||||||||||||
Tax-equivalent net interest
income/margin
|
$ | 39,794 | 5.16 | % | $ | 35,777 | 5.43 | % | ||||||||||||||||
Reported net interest
income/margin
|
$ | 39,177 | 5.08 | % | $ | 35,510 | 5.30 | % | ||||||||||||||||
Tax-equivalent net interest rate
spread
|
4.88 | % | 4.88 | % |
(1) Yields on
available-for-sale securities are calculated based on amortized cost balances
rather than fair value, as changes in fair value are reflected as a component of
stockholders' equity.
(2) Yields and
interest income on tax-exempt securities and loans are presented on a
taxable-equivalent basis using the Federal statutory rate of 35
percent.
(3) Average
balances on loans outstanding include non-performing loans, if any. The
amortized portion of net loan origination fees is included in interest income on
loans, representing an adjustment to the yield.
BANK
OF MARIN BANCORP
Third Quarter of 2009
Compared to Third Quarter of 2008
The tax-equivalent
net interest margin decreased to 5.18% in the third quarter of 2009, down
seventeen basis points from the third quarter of 2008. The decrease in the net
interest margin was primarily due to the repricing of our loan portfolio in a
declining rate environment in the later half of 2008, and to a lesser extent,
interest foregone on non-accrual loans (representing a nine-basis-point impact
on the net interest margin in the quarter ended September 30, 2009 versus a
two-basis-point effect in the quarter ended September 30, 2008).
Compared to the
third quarter of 2008, net interest income in the third quarter of 2009
benefited from lower rates on deposits and the subordinated debenture, partially
offset by lower loan yields and increases in the balances of higher-costing
Certificate of Deposit Account Registry Service deposits (“CDARS®”), and
purchased funds.
Total average
interest-earning assets increased $101.3 million, or 11.0%, in the third quarter
of 2009 compared to the third quarter of 2008. The increase primarily relates to
average loan growth of $96.3 million, an increase in average investment
securities of $9.9 million, partially offset by a decrease of $4.8 million in
average Federal funds sold.
Market interest
rates are in part based on the target Federal funds interest rate (the interest
rate banks charge each other for short-term borrowings) implemented by the
Federal Reserve Open Market Committee. In 2008, there were seven downward
adjustments to the target rate totaling 325 basis points, bringing the target
interest rate to a historic low with a range of 0% to 0.25% in December of 2008
where it remains as of September 30, 2009.
The average yield
on interest-earning assets decreased sixty-six basis points in the third quarter
of 2009 compared to the third quarter of 2008. The yield on the loan portfolio,
which comprised 89.5% and 88.9% of average interest-earning assets in the
quarters ended September 30, 2009 and 2008, respectively, decreased seventy-six
basis points in the third quarter of 2009 over the comparable period a year ago
due to the downward repricing of variable-rate loans and new loans originated at
lower market rates, as well as maturities and pay downs of loans with higher
yields. The decrease in yields of U.S. government agencies was
partially offset by the increase in yields of municipal bonds, for which state
and political subdivisions were forced to offer higher rates as investors became
wary of the credit quality of the issuer and the insurance companies that
guaranteed the instruments.
The average balance
of interest-bearing liabilities increased $93.6 million, or 14.3%, in the third
quarter of 2009 compared to the same period a year ago. The increase was
comprised of $61.0 million in interest-bearing deposit accounts and $32.5
million in funds purchased to support loan growth.
The rate on
interest-bearing liabilities decreased seventy-one basis points in the third
quarter of 2009 compared to the same quarter a year ago, primarily due to lower
offered deposit rates, partially offset by the shift from lower-costing
money market accounts to higher costing time deposits and FHLB fixed-rate
advances. The rates on time deposits, CDARS® reciprocal
deposits, and savings and money market accounts decreased 119 basis points, 126
basis points and 86 basis points, respectively, compared to the same quarter a
year ago. The decreases reflected sharply declining market rates in
the later half of 2008.
In addition, the
rate on purchased funds, which includes both FHLB fixed-rate advances and
overnight borrowings, increased thirty-eight basis points in the third quarter
of 2009 compared to the same quarter last year, due to a shift in the mix of
purchased funds from lower-costing overnight borrowings to fixed rate advances.
The rate on the subordinated debenture decreased 219 basis points due to a
decline in the LIBOR rate, to which the borrowing is indexed.
Third Quarter of 2009
Compared to Second Quarter of 2009
The tax equivalent
net interest margin increased five basis points from the prior quarter,
primarily due a shift in the mix in the third quarter of 2009 towards
higher-yielding securities and loans, away from Federal funds sold in the second
quarter of 2009. For the same reason, the average yield on total
interest-earning assets increased slightly by three basis points in the quarter
ended September 30, 2009 compared to the prior quarter.
BANK
OF MARIN BANCORP
Total average
interest-earning assets increased $3.0 million, or 0.3%, in the third quarter of
2009 compared to the prior quarter, with $6.9 million in average loan growth and
$2.5 million in average investment securities, partially offset by a decrease of
$6.4 million in Federal funds sold.
The average balance
of interest-bearing liabilities increased $12.2 million, or 1.7%, in the third
quarter of 2009 compared to the prior quarter. Increases of $25.6
million in average interest-bearing deposits were partially offset by a decline
of $13.4 million in average overnight borrowings.
The average balance
of demand deposits, on which no interest is paid, increased to 26.1% of average
deposits, up from 25.6% in the previous quarter. The average balance of
higher-costing time deposits (including CDARS® reciprocal
deposits) decreased slightly to 16.6% of average deposits, down from 16.8% in
the previous quarter. The increase in the proportion of deposits to interest
bearing liabilities also contributed to the lower cost of funds.
The rate on
interest-bearing liabilities decreased four basis points in the third quarter of
2009 compared to the prior quarter. The rate on time deposits decreased thirteen
basis points from the prior quarter, and the rate of CDARS® reciprocal
deposits decreased by six basis points, primarily related to the maturity of
higher-rate time deposits. The rate on savings and money market accounts
decreased by five basis points. The rate on purchased funds increased forty-one
basis points due to a shift in the mix of purchased funds from lower-rate
overnight borrowings to fixed rate advances. The rate on the subordinated
debenture decreased fifty-nine basis points due to a decline in the three-month
LIBOR rate, to which the debenture rate is indexed.
Nine Months 2009 Compared to
Nine Months 2008
The tax-equivalent
net interest margin decreased to 5.16% in the first nine months of 2009, down
twenty-seven basis points from the first nine months of 2008. Lower loan and
agency securities yields were partially offset by lower rates on deposits and
purchased funds. The decrease in the net interest margin was primarily due to
the repricing of our loan portfolio in a declining rate environment in the later
half of 2008, and to a lesser extent, interest foregone on non-accrual loans
(representing an eight-basis-point impact on the net interest margin in the nine
months ended September 30, 2009 versus a one-basis-point effect in the nine
months ended September 30, 2008).
Average
interest-earning assets increased $136.3 million, or 15.5%, in the first nine
months of 2009 compared to the first nine months of 2008. The
increase primarily relates to average loan growth of $131.7 million and an
increase in average investment securities of $7.7 million, partially offset by a
$3.1 million decline in Federal funds sold.
The yield on the
loan portfolio, which comprised 89.4% and 88.3% of average earning assets in the
nine months ended September 30, 2009 and 2008, respectively, decreased 100 basis
points in the first nine months of 2009 compared to the first nine months of
2008 due to the repricing of variable-rate loans and new loans originated at
lower market rates, as well as maturities and pay downs of higher yielding
loans.
The yield on agency
securities in the first nine months of 2009 decreased twenty-three basis points
from the yield in the same period a year ago, mainly due to a tighter spread
between agency yields and Treasury rates on newly purchased agency securities
and increased prepayments of higher-yielding securities which accelerated the
amortization of premiums. On the other hand, the yield on municipal bonds
increased ten basis points, as the yields on securities purchased were impacted
by state and political subdivisions which were forced to offer higher rates when
investors became wary of the credit quality of the issuer and the insurance
companies who guaranteed the instruments.
The average balance
of interest-bearing liabilities increased $113.7 million, or 18.3%, in the first
nine months of 2009 compared to the first nine months of 2008. The
increases are pervasive in all categories of interest-bearing liabilities, most
notably in CDARS® reciprocal
deposits of $48.4 million and purchased funds of $38.7 million. Late in the
first quarter of 2008, we began to offer a new deposit product, CDARS®, a network
through which the Bank offers Federal Deposit Insurance Corporation insurance
coverage in excess of the $250 thousand regulatory maximum by placing deposits
in multiple banks participating in the network. We have experienced a shift in
the relative mix of interest-bearing deposits in the first nine months of 2009
compared to the first nine months of 2008 as the proportion of higher-costing
time accounts (mainly CDARS®) has increased while the proportion of money market
deposit accounts has decreased.
BANK
OF MARIN BANCORP
The rate on
interest-bearing liabilities decreased eighty-seven basis points in the nine
months ended September 30, 2009 compared to the nine months ended September 30,
2008, reflecting generally declining market rates. The rate on
savings and money market accounts, time deposits and CDARS® decreased 101 basis
points, 152 basis points, and 113 basis points, respectively, in the nine months
ended September 30, 2009 compared to the nine months ended September 30, 2008.
The rate on purchased funds declined twenty-nine basis points in the comparable
period, primarily due to declines in the Federal funds target rate. The rate on
the subordinated debenture declined 225 basis points due to a decline in the
three-month LIBOR rate, to which the debenture rate is indexed.
Provision
for Loan Losses
Management assesses
the adequacy of the allowance for loan losses on a quarterly basis based on
several factors including growth of the loan portfolio, analysis of probable
losses in the portfolio, recent loss experience and the current economic
climate. Actual losses on loans are charged against the allowance,
and the allowance is increased through the provision for loan losses charged to
expense. For further discussion, see the section captioned “Critical
Accounting Policies.”
Our provision for
loan losses totaled $1.1 million in the third quarter of 2009 compared to $1.7
million in the third quarter of 2008, and $700 thousand in the second quarter of
2009. The decrease to the provision for loan losses in the third
quarter of 2009 compared to the same period last year primarily reflects a
decrease in the volume of newly identified problem credits during the third
quarter of 2009 compared to the third quarter of 2008. In the third
quarter of 2008, we increased the provision for loan losses as we increased the
allocation for economic uncertainty and specific reserves on certain non-accrual
loans. Starting in the third quarter of 2008, we witnessed financial
difficulties experienced by borrowers in our market, especially in the
construction, commercial, and commercial real estate industries, where real
estate sale prices have declined and holding periods have
increased. The U.S. economy is still experiencing significantly
reduced business activity as a result of, among other factors, disruptions in
the financial system, dramatic declines in the housing prices, and an increasing
unemployment rate. There have been significant reductions in spending
by consumers and businesses. In response to this, we have been proactive in
evaluating reserve percentages for economic and other qualitative factors used
to determine the adequacy of the allowance for loan losses. The
increase to the provision for loan losses from the prior quarter reflects an
increased allowance factor for land loans related to the construction of
residential subdivisions. The allowance for loan losses as a
percentage of loans was 1.21% and 1.12% at September 30, 2009 and December 31,
2008, respectively. The specific reserve totaled $224 thousand and $44 thousand
at September 30, 2009 and December 31, 2008, respectively. Impaired
loan balances increased slightly from $6.7 million at December 31, 2008 to $7.0
million at September 30, 2009.
Net charge-offs in
the third quarter of 2009 totaled $117 thousand compared to $854 thousand in the
second quarter of 2009 and $969 thousand in the third quarter of 2008. The
decreases in net charge-offs reflect a recovery totaling $255 thousand from the
sale of a collateral property of an impaired construction loan in the third
quarter of 2009. Net charge-offs totaled $1.8 million in the first nine months
of 2009 compared to $1.1 million in the first nine months of 2008. The majority
of charge-offs in 2009 primarily relate to commercial and construction loans
secured by real property where the value of collateral has declined, and to a
lesser extent, personal loans and home equity loans. Our recent
losses have stemmed primarily from the land development and single family
residential projects in Sonoma County, California, where property prices have
been affected more significantly than our primary market of Marin County. The
percentage of net charge-offs to total loans at period end was 0.01% in the
third quarter of 2009, compared to 0.09% in the second quarter of 2009 and 0.12%
in the third quarter of 2008 reflecting the factors discussed
above.
BANK
OF MARIN BANCORP
Non-interest
Income
The table below
details the components of non-interest income.
September 30,
2009 compared
|
September 30,
2009 compared
|
|||||||||||||||||||||||||||
to June 30, 2009
|
to September 30, 2008
|
|||||||||||||||||||||||||||
Three months ended
|
Amount
|
Percent
|
Amount
|
Percent
|
||||||||||||||||||||||||
September
30,
|
June
30,
|
September
30,
|
Increase
|
Increase
|
Increase
|
Increase
|
||||||||||||||||||||||
(dollars in thousands;
unaudited)
|
2009
|
2009
|
2008
|
(Decrease)
|
(Decrease)
|
(Decrease)
|
(Decrease)
|
|||||||||||||||||||||
Service
charges on deposit accounts
|
$ | 456 | $ | 432 | $ | 417 | $ | 24 | 5.6 | % | $ | 39 | 9.4 | % | ||||||||||||||
Wealth
Management Services
|
350 | 351 | 330 | (1 | ) | (0.3 | %) | 20 | 6.1 | % | ||||||||||||||||||
Other
non-interest income
|
||||||||||||||||||||||||||||
Earnings on
Bank-owned life insurance
|
175 | 174 | 154 | 1 | 0.6 | % | 21 | 13.6 | % | |||||||||||||||||||
Customer
banking fees and other charges
|
128 | 108 | 97 | 20 | 18.5 | % | 31 | 32.0 | % | |||||||||||||||||||
Other income
|
222 | 208 | 196 | 14 | 6.7 | % | 26 | 13.3 | % | |||||||||||||||||||
Total other non-interest
income
|
525 | 490 | 447 | 35 | 7.1 | % | 78 | 17.4 | % | |||||||||||||||||||
Total non-interest income
|
$ | 1,331 | $ | 1,273 | $ | 1,194 | $ | 58 | 4.6 | % | $ | 137 | 11.5 | % |
Nine months ended
|
Amount
|
Percent
|
||||||||||||||
September
30,
|
September
30,
|
Increase
|
Increase
|
|||||||||||||
(dollars in thousands;
unaudited)
|
2009
|
2008
|
(Decrease)
|
(Decrease)
|
||||||||||||
Service
charges on deposit accounts
|
$ | 1,323 | $ | 1,253 | $ | 70 | 5.6 | % | ||||||||
Wealth
Management Services
|
1,017 | 976 | 41 | 4.2 | % | |||||||||||
Net gain on
redemption of shares in Visa, Inc
|
--- | 457 | (457 | ) | (100.0 | %) | ||||||||||
Other
non-interest income
|
||||||||||||||||
Earnings on
Bank-owned life insurance
|
520 | 452 | 68 | 15.0 | % | |||||||||||
Customer
banking fees and other charges
|
336 | 307 | 29 | 9.4 | % | |||||||||||
Other income
|
645 | 730 | (85 | ) | (11.6 | %) | ||||||||||
Total other non-interest
income
|
1,501 | 1,489 | 12 | 0.8 | % | |||||||||||
Total non-interest income
|
$ | 3,841 | $ | 4,175 | $ | (334 | ) | (8.0 | %) |
Non-interest income
in the third quarter of 2009 increased $137 thousand or 11.5% when compared to
the same quarter a year ago, and increased $58
thousand or 4.6%, compared to the prior quarter.
The increase in
service charges on deposit accounts when compared to last quarter was mainly due
to an increase in deposit accounts leading to a higher volume of service
charges. The increase from the same quarter a year ago is due to
higher net analysis fees, primarily attributable to a decline in the earnings
allowance rate in December 2009.
Wealth Management
Services (“WMS”) income remained relatively consistent when compared to last
quarter. The increase from the same quarter a year ago is mainly
attributable the acquisition of additional assets under management.
The increase in our
Bank-owned life insurance income is primarily due to a $2.2 million new purchase
of policies in August 2008.
The increase in
customer banking fees when compared to the same quarter a year ago is due to
higher visa debit fees (primarily attributable to a higher volume of
applications resulting from a Visa® card promotion), as well as an increase in
remote deposit capture fees. The increase from last quarter is
attributable to the same promotion mentioned above.
The increase in
other non-interest income from the same quarter a year ago is primarily due to
higher merchant card fee income, resulting from the renegotiation of our data
processing contract, which lowered merchant card interchange charged by our data
processing vendor, partially offset by $24 thousand in losses on the sale of
three repossessed mobile homes. When compared to the prior quarter, other
non-interest income increased due to a $9 thousand gain on investment securities
sold in the third quarter versus an $18 loss in the second quarter, as well as
an increase in the dividend received on the FHLB stock, partially offset by the
$24 thousand loss mentioned above.
BANK
OF MARIN BANCORP
In the first nine
months of 2008, the mandatory redemption of a portion of our shares of Visa
Inc. generated a
net gain of $457 thousand. Excluding this gain, non-interest income in the first
nine months of 2009 increased $123 thousand, or 3.3% from the comparable period
a year ago.
Service charges on
deposit accounts in the first nine months of 2009 increased $70 thousand, or
5.6%, compared to the first nine months of 2008, primarily attributable to an
increase in fees from our business analysis accounts, reflecting a reduced
earnings credit rate in December 2009. The increase in WMS income is
due to a one time trust-services fee received in the second quarter of 2009, as
well as the acquisition of new assets under management. When
comparing the first nine months of 2009 to the first nine months of 2008, the
increase in Bank-owned life insurance income is attributable to purchases of
policies totaling $2.2 million in August 2008. The decrease in
year-to-date 2009 other income from the same period last year is mainly due to
the absence of $42 thousand in interest we received in the second quarter of
2008 on amended tax returns, a decrease in reverse mortgage fees (we terminated
this service on May 1, 2008), a decrease in cash management income (when
customers switched to a new on-balance sheet sweep product in late 2008, we no
longer receive significant fees from the previous cash management reserve
processor), and $29 thousand of losses on the sale of repossessed mobile
homes. These decreases were partially offset by the increase in
Merchant Card fee income due to the renegotiation of our data processing
contract, discussed earlier.
Non-interest
Expense
The table below
details the components of non-interest expense.
September 30,
2009 compared
|
September 30,
2009 compared
|
|||||||||||||||||||||||||||
to June 30, 2009
|
to September 30, 2008
|
|||||||||||||||||||||||||||
Three months ended
|
Amount
|
Percent
|
Amount
|
Percent
|
||||||||||||||||||||||||
September 30,
|
June 30,
|
September 30,
|
Increase
|
Increase
|
Increase
|
Increase
|
||||||||||||||||||||||
(dollars in thousands;
unaudited)
|
2009
|
2009
|
2008
|
(Decrease)
|
(Decrease)
|
(Decrease)
|
(Decrease)
|
|||||||||||||||||||||
Salaries and
related benefits
|
$ | 4,286 | $ | 4,418 | $ | 4,179 | $ | (132 | ) | (3.0 | %) | $ | 107 | 2.6 | % | |||||||||||||
Occupancy and
equipment
|
950 | 842 | 802 | 108 | 12.8 | % | 148 | 18.5 | % | |||||||||||||||||||
Depreciation
& amortization
|
335 | 336 | 351 | (1 | ) | (0.3 | %) | (16 | ) | (4.6 | %) | |||||||||||||||||
FDIC
insurance
|
307 | 832 | 131 | (525 | ) | (63.1 | %) | 176 | 134.4 | % | ||||||||||||||||||
Data
processing costs
|
400 | 392 | 480 | 8 | 2.0 | % | (80 | ) | (16.7 | %) | ||||||||||||||||||
Professional
services
|
366 | 395 | 336 | (29 | ) | (7.3 | %) | 30 | 8.9 | % | ||||||||||||||||||
Other
non-interest expense
|
||||||||||||||||||||||||||||
Advertising
|
135 | 130 | 101 | 5 | 3.8 | % | 34 | 33.7 | % | |||||||||||||||||||
Director
expense
|
95 | 104 | 105 | (9 | ) | (8.7 | %) | (10 | ) | (9.5 | %) | |||||||||||||||||
Other expense
|
902 | 1,151 | 957 | (249 | ) | (21.6 | %) | (55 | ) | (5.7 | %) | |||||||||||||||||
Total other non-interest
expense
|
1,132 | 1,385 | 1,163 | (253 | ) | (18.3 | %) | (31 | ) | (2.7 | %) | |||||||||||||||||
Total non-interest expense
|
$ | 7,776 | $ | 8,600 | $ | 7,442 | $ | (824 | ) | (9.6 | %) | $ | 334 | 4.5 | % |
Nine months ended
|
Amount
|
Percent
|
||||||||||||||
September 30,
|
September 30,
|
Increase
|
Increase
|
|||||||||||||
(dollars in thousands;
unaudited)
|
2009
|
2008
|
(Decrease)
|
(Decrease)
|
||||||||||||
Salaries and
related benefits
|
$ | 13,050 | $ | 12,372 | $ | 678 | 5.5 | % | ||||||||
Occupancy and
equipment
|
2,569 | 2,363 | 206 | 8.7 | % | |||||||||||
Depreciation
& amortization
|
1,021 | 996 | 25 | 2.5 | % | |||||||||||
FDIC
insurance
|
1,456 | 366 | 1,090 | 297.8 | % | |||||||||||
Data
processing fees
|
1,173 | 1,355 | (182 | ) | (13.4 | %) | ||||||||||
Professional
services
|
1,184 | 1,161 | 23 | 2.0 | % | |||||||||||
Other
non-interest expense
|
||||||||||||||||
Advertising
|
343 | 291 | 52 | 17.9 | % | |||||||||||
Director
expense
|
314 | 335 | (21 | ) | (6.3 | %) | ||||||||||
Other expense
|
2,823 | 2,344 | 479 | 20.4 | % | |||||||||||
Total other non-interest
expense
|
3,480 | 2,970 | 510 | 17.2 | % | |||||||||||
Total non-interest expense
|
$ | 23,933 | $ | 21,583 | $ | 2,350 | 10.9 | % |
BANK
OF MARIN BANCORP
Non-interest
expense for the quarter ended September 30, 2009 decreased $824 thousand from
the previous quarter, or 9.6%, and increased $334 thousand, or 4.5%, from the
same quarter last year.
Salaries and
benefit expenses remained relatively consistent when compared to the same
quarter last year and the previous quarter. The number of full-time
equivalent employees (FTE) totaled 196, 195 and 197 at September 30, 2009, June
30, 2009 and September 30, 2008, respectively.
The increases in
occupancy and equipment expenses from the same period a year ago is due to the
rent of our new Greenbrae branch (opened in September 2009) and higher rent
associated with renewed leases, as well as increases in maintenance and repair
expenses. When compared to the previous quarter, occupancy and
equipment expenses increased primarily due to costs accrued in the third quarter
of 2009 for vault relocation and the new Greenbrae branch rent
expense.
Depreciation and
amortization expenses for the second quarter of 2009 remained relatively
consistent compared to the same quarter last year and the prior
quarter.
FDIC insurance
increased when compared to the same quarter a year ago due to a higher FDIC
assessment rate (which more than doubled from last year), and higher
deposits. Effective April 1, 2009, the FDIC adopted a final rule
revising its risk-based insurance assessment system and effectively increasing
the overall assessment rate. The new initial base assessment rates for Risk
Category 1 institutions range from twelve to sixteen basis points, on an
annualized basis. The FDIC has also imposed a special Deposit
Insurance assessment of five basis points on all insured institutions’ total
assets minus Tier 1 capital at June 30, 2009 in order to replenish the Deposit
Insurance Fund. The decrease of FDIC insurance from the last quarter
is primarily due to the absence of such special assessment of $496
thousand.
Data processing
expenses decreased in the third quarter of 2009 compared to the third quarter of
2008 as we benefited from the renegotiation of our contract with our data
processing vendor. Compared to the second quarter of 2009, data
processing expenses remained relatively stable.
The increase in
professional service expenses for the third quarter of 2009 compared to the
third quarter of 2008 was primarily due to an increase in legal expenses
associated with delinquent loans. The decrease compared to the prior quarter was
mainly attributable to one-time legal costs in the second quarter of 2009
incurred in connection with general labor and benefit plan
consultation.
The increase in
advertising expenses from the third quarter of 2008 is primarily due to fees
associated with a new public relations firm. When compared to the
second quarter of 2009, advertising remained consistent.
The decrease in
other non-interest expense from the second quarter of 2008 is primarily due to a
reduction in provision for losses on off-balance sheet commitments due to a
lower commitment amount, as well as the absence of a non-recurring licensing fee
incurred in the third quarter of 2008. The decrease from the prior
quarter is due to the absence of ACH operational losses incurred in the second
quarter of 2009.
Excluding the $242
thousand Visa Inc. litigation cost reversed against other expense in the first
quarter of 2008 as discussed earlier in the Executive Summary, non-interest
expense in the first nine months of 2009 increased $2.1 million, or 9.7%, from
the corresponding period of 2008. The year-to-date increase in salaries and
benefits over the same period last year is primarily due to higher personnel
costs and employee insurance costs associated with branch expansion, partially
offset by a lower 401k matching contribution, as some employees have cancelled
or reduced contributions to the program. The increases in occupancy and
equipment expense and FDIC insurance are due to the same reasons listed in the
quarter over quarter discussion above. Data processing expenses
decreased due to the renegotiation of the data processing contract mentioned
above. Professional service expenses increased slightly by 2.0% when compared to
the same period of 2008, which reflected increased legal fees in connection with
our participation and termination in the TCPP program, as well as costs
associated with delinquent loans, partially offset by lower investment advisor
fees and other professional costs.. Excluding the $242 thousand
litigation liability reversal discussed earlier in the Executive Summary, other
non-interest expense increased $268 thousand, or 8.3%, in the first nine months
of 2009 compared to that same time period last year. The change reflects the
second-quarter 2009 ACH operational losses that did not recur.
BANK
OF MARIN BANCORP
Provision
for Income Taxes
Bancorp reported a
provision for income taxes of $2.2 million, $1.9 million, and $1.7 million for
the quarters ended September 30, 2009, June 30, 2009, and September 30, 2008,
respectively. The effective tax rates were 37.8%, 37.4% and 38.4%,
respectively for those same periods. The provision for income taxes was $6.1
million and $5.9 million for the first nine months ended September 30, 2009 and
2008, respectively. The effective tax rates were 38.1% and 38.8% for
the nine-month periods ended September 30, 2009 and 2008, respectively. These
provisions reflect accruals for taxes at the applicable rates for federal income
tax and California franchise tax based upon reported pre-tax income, adjusted
for the effect of all permanent differences between income for tax and financial
reporting purposes (such as earnings on qualified municipal securities,
Bank-owned life insurance policies and certain federal tax-exempt loans).
Therefore, there are normal fluctuations in the effective rate from period to
period based on the relationship of net permanent differences to income before
tax. The Bank has not been subject to an alternative minimum tax.
Bancorp and the
Bank have entered into a tax allocation agreement which provides that income
taxes shall be allocated between the parties on a separate entity
basis. The intent of this agreement is that each member of the
consolidated group will incur no greater tax liability than it would have
incurred on a stand-alone basis.
BANK
OF MARIN BANCORP
FINANCIAL
CONDITION
Summary
During the first
nine months of 2009, total assets increased $77.0 million to $1.1 billion from
December 31, 2008. This increase in assets primarily reflects an increase in
cash and cash equivalents of $38.7 million and an increase in net loans of $28.1
million. As shown in the table below, the increase in loans primarily
reflects increases in revolving home equity lines of credit, commercial
owner-occupied real estate loans and other residential loans, partially offset
by a decrease in construction loans.
(Dollars in thousands; September 30, 2009
unaudited)
|
September 30,
2009
|
December 31,
2008
|
||||||
Commercial
loans
|
$ | 152,446 | $ | 146,483 | ||||
Real
estate
|
||||||||
Commercial
owner-occupied
|
149,660 | 140,977 | ||||||
Commercial
investor
|
326,159 | 326,193 | ||||||
Construction
|
112,419 | 121,981 | ||||||
Home
equity
|
84,036 | 65,076 | ||||||
Other
residential (a)
|
64,139 | 55,600 | ||||||
Installment and other consumer
loans
|
30,985 | 34,234 | ||||||
Total
loans
|
919,844 | 890,544 | ||||||
Allowance for loan losses
|
(11,118 | ) | (9,950 | ) | ||||
Total net loans
|
$ | 908,726 | $ | 880,594 |
(a) Our residential
loan portfolio includes no sub-prime loans, nor is it our normal practice to
underwrite loans commonly referred to as "Alt-A mortgages", the characteristics
of which are loans lacking full documentation, borrowers having low FICO scores
or collateral compositions reflecting high loan-to-value ratios.
At September 30,
2009, we had sixteen non-accrual loans totaling $6.0 million compared to ten
non-accrual loans totaling $6.7 million at December 31,
2008. Impaired loan balances at September 30, 2009 and December 31,
2008 totaled $7.0 million and $6.7 million, respectively, which included six
troubled-debt restructured loans (primarily performing), totaling $456 thousand
at September 30, 2009, and one troubled-debt restructured loan totaling $119
thousand at December 31, 2008.
Our investment
securities portfolio increased $8.5 million or 8.2% in the first nine months of
2009 primarily due to purchases, net of paydowns and maturities. Any
investment securities in our portfolio that may be backed by Alt-A mortgages
represent approximately 12% of our total investment portfolio.
Other assets
include net deferred tax assets of $6.5 million and $6.2 million at September
30, 2009 and December 31, 2008, respectively. These deferred tax
assets consist primarily of tax benefits expected to be realized in future
periods related to temporary differences for the allowance for loan losses,
depreciation, leases and deferred compensation. Management believes
these assets to be realizable due to the Bank’s consistent record of earnings
and the expectation that earnings will continue at a level adequate to realize
such benefits.
During the first
nine months of 2009, total liabilities increased $95.1 million to $1.0
billion. The increase in total liabilities was primarily due to an
increase in deposits of $97.0 million. The increase in deposits
primarily reflects increases in non-interest bearing deposits of $45.6 million,
other time deposits of $17.4 million, and savings and money market deposits of
$14.3 million. We attracted deposits due to the safety and
soundness of the Bank and our focus on customer service, as well as the national
trend of movement towards lower-risk holdings.
Stockholders’
equity decreased $18.1 million to $107.4 million during the first nine months of
2009. The decrease in stockholders’ equity primarily reflects the
repurchase of $28 million of preferred stock from the U.S. Treasury as discussed
in Note 7 to the Consolidated Financial Statements, and dividends paid on both
preferred and common stock of $2.5 million, partially offset by earnings of
$10.0 million and stock options exercised of $845 thousand.
BANK
OF MARIN BANCORP
Capital
Adequacy
Bancorp and the
Bank are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a material
effect on Bancorp’s consolidated financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
Bancorp and the Bank must meet specific capital guidelines that involve
quantitative measures of Bancorp’s and the Bank’s assets, liabilities, and
certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and the Bank’s prompt corrective
action classification are also subject to qualitative judgments by the
regulators about components, risk weightings and other
factors. Prompt corrective action provisions are not applicable to
bank holding companies such as Bancorp.
Quantitative
measures established by regulation to ensure capital adequacy require Bancorp
and the Bank to maintain minimum amounts and ratios (set forth in the table
below) of total and Tier 1 capital to risk weighted assets and of Tier 1 capital
to quarterly average assets.
Capital ratios are
reviewed by Management on a regular basis to ensure that capital exceeds the
prescribed regulatory minimums and is adequate to meet our anticipated future
needs. For all periods presented, the Bank’s ratios exceed the
regulatory definition of “well capitalized” under the regulatory framework for
prompt corrective action and Bancorp’s ratios exceed the required minimum ratios
for capital adequacy purposes.
The Bank’s and
Bancorp’s capital adequacy ratios as of September 30, 2009 and December 31, 2008
are presented in the following table. The ratios have decreased since
December 2008 due to the repurchase of preferred stock under the TCPP program as
discussed in Note 7 to the consolidated financial statements.
Capital
Ratios for Bancorp
|
Ratio for
Capital
|
||||||||||||
(in thousands; September 30, 2009
unaudited)
|
Actual Ratio
|
Adequacy Purposes
|
|||||||||||
As of September 30, 2009
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||
Total Capital
(to risk-weighted assets)
|
$ | 122,852 | 12.09 | % |
≥
$81,293
|
≥
8.00%
|
|||||||
Tier 1
Capital (to risk-weighted assets)
|
$ | 106,260 | 10.46 | % |
≥
$40,646
|
≥
4.00%
|
|||||||
Tier 1
Capital (to average assets)
|
$ | 106,260 | 9.58 | % |
≥
$44,357
|
≥
4.00%
|
As of December 31, 2008
|
|||||||||||||
Total Capital
(to risk-weighted assets)
|
$ | 140,620 | 14.08 | % |
>$79,933
|
≥
8.00%
|
|||||||
Tier 1
Capital (to risk-weighted assets)
|
$ | 125,158 | 12.53 | % |
>$39,967
|
≥
4.00%
|
|||||||
Tier 1
Capital (to average assets)
|
$ | 125,158 | 12.40 | % |
>$40,390
|
≥
4.00%
|
Ratio to be
Well
|
|||||||||||||||||||
Capitalized
under
|
|||||||||||||||||||
Capital
Ratios for the Bank
|
Ratio for
Capital
|
Prompt
Corrective
|
|||||||||||||||||
(in thousands; September 30, 2009
unaudited)
|
Actual Ratio
|
Adequacy Purposes
|
Action Provisions
|
||||||||||||||||
As of September 30, 2009
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||
Total Capital
(to risk-weighted assets)
|
$ | 121,626 | 11.97 | % |
≥
$81,290
|
≥
8.00%
|
≥
$101,612
|
≥
10.00%
|
|||||||||||
Tier 1
Capital (to risk-weighted assets)
|
$ | 105,034 | 10.34 | % |
≥
$40,645
|
≥
4.00%
|
≥ $60,967
|
≥ 6.00%
|
|||||||||||
Tier 1
Capital (to average assets)
|
$ | 105,034 | 9.47 | % |
≥
$44,356
|
≥
4.00%
|
≥ $55,445
|
≥ 5.00%
|
As of December 31, 2008
|
|||||||||||||||||||
Total Capital
(to risk-weighted assets)
|
$ | 139,329 | 13.95 | % |
>$79,922
|
≥
8.00%
|
>$99,903
|
≥
10.00%
|
|||||||||||
Tier 1
Capital (to risk-weighted assets)
|
$ | 123,867 | 12.40 | % |
>$39,961
|
≥
4.00%
|
>$59,942
|
≥ 6.00%
|
|||||||||||
Tier 1
Capital (to average assets)
|
$ | 123,867 | 12.27 | % |
>$40,389
|
≥
4.00%
|
>$50,487
|
≥ 5.00%
|
BANK
OF MARIN BANCORP
Liquidity
The goal of
liquidity management is to provide adequate funds to meet both loan demand and
unexpected deposit withdrawals. We accomplish this goal by
maintaining an appropriate level of liquid assets, and formal lines of credit
with the FHLB, Federal Reserve Bank of San Francisco (“FRB”) and correspondent
banks that enable us to borrow funds as needed. Our Asset/Liability
Management Committee (“ALCO”), which is comprised of certain directors of the
Bank, is responsible for establishing and monitoring our liquidity targets and
strategies.
Management
regularly adjusts our investments in liquid assets based upon our assessment of
expected loan demand, expected deposit flows, yields available on
interest-earning securities and the objectives of our asset/liability management
program. ALCO has also developed a contingency plan should liquidity
drop unexpectedly below internal requirements.
We obtain funds
from the repayment and maturity of loans as well as deposit inflows, investment
security maturities and paydowns, Federal funds purchased, FHLB advances, and
other borrowings. Our primary uses of funds are the origination of
loans, the purchase of investment securities, withdrawals of deposits, maturity
of certificate of deposits, repayment of borrowings and dividends to common and
preferred stockholders.
We must retain and
attract new deposits, which depends upon the variety and effectiveness of our
customer account products, service and convenience, and rates paid to customers,
as well as our financial strength. Any long-term decline in retail deposit
funding would adversely impact our liquidity. Management does not anticipate
significant reliance on Federal funds purchased and FHLB advances in the near
future, as our core deposit inflow has provided adequate liquidity to fund our
operations.
As presented in the
accompanying unaudited consolidated statements of cash flows, the sources of
liquidity vary between periods. Consolidated cash and cash equivalents at
September 30, 2009 totaled $63.6 million, an increase of $38.7 million over
December 31, 2008. The primary sources of funds during the first nine months of
2009 included a $97.0 million net increase in deposits, $30.2 million in
paydowns and maturities of investment securities, and $14.0 million net cash
provided by operating activities. The primary uses of funds were
$32.6 million in loan originations (net of principal collections), $39.1 million
for investment securities purchases and $28 million for the repurchase of
preferred stock.
At September 30,
2009, our cash and cash equivalents and unpledged available for sale securities
maturing within one year totaled $70.4 million. The remainder of the unpledged
available for sale securities portfolio of $75.0 million provides additional
liquidity. Taken together, these liquid assets equaled 12.9% of our assets at
September 30, 2009, compared to 9.4% at December 31, 2008. The increased
liquidity at September 30, 2009 was primarily due to deposit growth exceeding
loan growth, partially offset by our repurchase of $28.0 million of preferred
stock in the first quarter of 2009.
As financial
institutions continue to fail, the FDIC Deposit Insurance Fund is depleting
rapidly. Therefore, the FDIC has proposed that banks prepay their regular
insurance premiums for the next three years in December 2009. If the FDIC
proposal is passed, our cash and cash equivalents would be reduced by
approximately $5.0 million in December 2009.
We anticipate that
cash and cash equivalents on hand and other sources of funds will provide
adequate liquidity for our operating, investing and financing needs and our
regulatory liquidity requirements for the foreseeable future. Management
monitors our liquidity position daily, balancing loan funding/payments with
changes in deposit activity and overnight investments. We continually
monitor our lending activity to ensure our liquidity position is not
jeopardized. Our emphasis on local deposits combined with our 9.5%
equity to assets ratio, provides a very stable funding base. In addition to cash
and cash equivalents, we have substantial additional borrowing capacity
including unsecured lines of credit totaling $75.0 million with correspondent
banks. Further, on March 30, 2009, we pledged a certain residential
loan portfolio that increased our borrowing capacity with the FRB, which
currently totals $35.3 million. As of September 30, 2009, there is no
debt outstanding from correspondent banks or the FRB. We are also a
member of the FHLB and have a line of credit (secured under terms of a blanket
collateral agreement by a pledge of loans) in the amount of $230.6 million, of
which $175.6 million was available at September 30, 2009. Borrowings under the
line are limited to eligible collateral. The interest rate on overnight
borrowing with both correspondent banks and FHLB is determined
daily.
BANK
OF MARIN BANCORP
Undisbursed loan
commitments, which are not reflected on the consolidated statement of condition,
totaled $236.8 million at September 30, 2009 at rates ranging from 2.25% to
9.75%. This amount included $132.3 million under commercial lines of
credit (these commitments are contingent upon customers maintaining specific
credit standards), $73.7 million under revolving home equity lines, $18.4
million under undisbursed construction loans, $4.7 million under standby letters
of credit, and a remaining $7.7 million under personal and other lines of
credit. These commitments, to the extent used, are expected to be funded through
repayment of existing loans, deposit growth and FHLB borrowings. Over the next
twelve months $92.0 million of time deposits will mature. We expect these funds
to be replaced with new time or savings accounts.
Since Bancorp is a
holding company and does not conduct regular banking operations, its primary
sources of liquidity are dividends from the Bank. Under the California Financial
Code, payment of a dividend from the Bank to Bancorp is restricted to the lesser
of the Bank’s retained earnings or the amount of the Bank’s undistributed net
profits from the previous three fiscal years. As the Bank made a $28 million
distribution to Bancorp in March 2009 in connection with Bancorp’s repurchase of
preferred stock discussed in Note 7 to the consolidated financial statements in
Item 1 above, distributions from the Bank to Bancorp will be subject to advance
regulatory approval for three years beginning in 2010. The primary uses of funds
for Bancorp are stockholder dividends, investment in the Bank and ordinary
operating expenses. Management anticipates that there will be
sufficient earnings at the Bank level to provide dividends to Bancorp to meet
its funding requirements for the foreseeable future.
ITEM 3. Quantitative and Qualitative Disclosure about Market
Risk
Our most
significant form of market risk is interest rate risk. The risk is inherent in
our deposit and lending activities. Management, together with ALCO,
has sought to manage rate sensitivity and maturities of assets and liabilities
to minimize the exposure of our earnings and capital to changes in interest
rates. Additionally, interest rate risk exposure is managed with the goal of
minimizing the impact of interest rate volatility on our net interest margin.
Interest rate changes can create fluctuations in the net interest margin due to
an imbalance in the timing of repricing or maturity of assets or liabilities.
Interest rate risk exposure is managed with the goal of minimizing the impact of
interest rate volatility on the net interest margin.
Activities in asset
and liability management include, but are not limited to, lending, borrowing,
accepting deposits and investing in securities. Interest rate risk is the
primary market risk associated with asset and liability management. Sensitivity
of net interest income (“NII”) and capital to interest rate changes results from
differences in the maturity or repricing of asset and liability portfolios. To
mitigate interest rate risk, the structure of the Consolidated Statement of
Condition is managed with the objective of correlating the movements of interest
rates on loans and investments with those of deposits and borrowings. The asset
and liability policy sets limits on the acceptable amount of change to NII and
capital in changing interest rate environments. We use simulation models to
forecast NII and capital.
From time to time,
we enter into certain interest rate swap contracts designated as fair value
hedges to mitigate the changes in the fair value of specified long-term
fixed-rate loans and firm commitments to enter into long-term fixed-rate loans
caused by changes in interest rates. See Note 9 to the consolidated financial
statements in this Form 10-Q.
Exposure to
interest rate risk is reviewed at least quarterly by the ALCO and the Board of
Directors. They utilize interest rate sensitivity simulation models as a tool
for achieving these objectives and for developing ways in which to improve
profitability. A simplified statement of condition is prepared on a quarterly
basis as a starting point, using as inputs, actual loans, investments,
borrowings and deposits. If potential changes to net equity value and net
interest income resulting from hypothetical interest changes are not within the
limits established by the Board of Directors, Management may adjust the asset
and liability mix to bring interest rate risk within approved
limits.
There has been no
change to the Federal funds target rate during the first nine months of 2009. We
expect to be slightly asset sensitive; however, there will likely be a lag in
the upward re-pricing of loans when rates begin to move up due to loans on
floors. Also refer to “Market Risk Management” in our 2008 Annual
Report.
BANK
OF MARIN BANCORP
ITEM 4. Controls and Procedures
We maintain a
system of disclosure controls and procedures that is designed to provide
reasonable assurance that information required to be disclosed is accumulated
and communicated to management in an appropriate manner to allow timely
decisions regarding required disclosure. Management, including the
Chief Executive Officer and Chief Financial Officer, or persons performing
similar functions, has reviewed this system of disclosure controls and
procedures and believes that our disclosure controls and procedures (as that
term is defined in Rule 13a-15(e) of the Exchange Act) were effective, as of the
end of the period covered by this report, in recording, processing, summarizing
and reporting information required to be disclosed in reports that we file or
submit under the Securities and Exchange Act of 1934, within the time periods
specified in the Securities and Exchange Commission’s rules and
forms. No significant changes were made in our internal controls over
financial reporting during the last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART
II OTHER INFORMATION
Item 1 Legal Proceedings
There are no
pending, or to Management's knowledge, any threatened, material legal
proceedings to which we are a defendant, or to which any of our properties are
subject. There are no material legal proceedings to which any
director, any nominee for election as a director, any executive officer, or any
associate of any such director, nominee or officer is a party adverse to
us.
We are responsible
for our proportionate share of certain litigation indemnifications provided to
Visa U.S.A. by its member banks in connection with lawsuits related to
anti-trust charges and interchange fees. In November 2007, Visa Inc. settled
antitrust litigation with American Express Travel Related Services (“AMEX”) for
$2.1 billion. As a member bank of Visa U.S.A., we were responsible
for our proportionate share of certain litigation indemnification obligations to
Visa Inc. including $142 thousand for the AMEX litigation and $100 thousand
estimated for other antitrust litigation. In March of 2008, we
reversed our liability because, subsequent to Visa Inc.’s IPO on March 19, 2008,
it established an escrow account for $3.0 billion from which it paid the initial
amount owed under the AMEX settlement and planned to pay the required quarterly
AMEX payments and additional identified antitrust settlements as they
occurred. The funding of the escrow was accomplished through a
reduction in the conversion factor of Visa Inc. Class B shares held by the
member banks that are available for conversion to Class A shares.
On October 27, 2008
Visa Inc. announced another settlement with the other major antitrust litigant,
Discover Financial Services, Inc., for $1.9 billion, of which $1.7 billion is
the responsibility of member banks. On December 19, 2008 and July 16,
2009, Visa Inc. deposited another $1.1 billion and $700 million, respectively,
directly into the litigation escrow account to cover settlements through further
reductions in the conversion factor of Visa Inc. Class B shares. As a result, we
do not have any liability outstanding related to these two closed cases. Our
proportionate share of the potential exposure related to the remaining open
cases (the Attridge Litigation and the Interchange Litigation) is not expected
to be material.
BANK
OF MARIN BANCORP
Item
1A Risk Factors
Except as noted
below, there have been no material changes from the risk factors previously
disclosed in our 2008 Form 10-K. Refer to “Risk Factors” in our 2008 Form 10-K,
pages 11 through 16.
Effort
to Replenish the FDIC Insurance Fund Would Impact Our Financial Results and
Business.
As financial
institutions continue to fail, the FDIC Deposit Insurance Fund (“DIF”) is
depleting rapidly. In 2009, the FDIC adopted a rule which authorizes
the FDIC to impose up to two additional five basis-point special assessments.
The FDIC is also looking at other options to rebuild the DIF, including having
banks prepay their regular insurance premiums for the next three years,
borrowing funds from healthy banks, tapping into the U.S. Treasury lines of
credit, and/or imposing another special assessment. If the FDIC does choose to
impose another special assessment, it could have a significant impact on our
operating expenses. If the FDIC chooses to have banks prepay their regular
insurance, it could have a negative impact on liquidity. On September 29, 2009,
the FDIC proposed a Deposit Insurance Fund restoration plan that requires banks
to prepay, on December 30, 2009, their estimated quarterly risk-based
assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012.
Under the plan, banks would be assessed through 2010 according to the risk-based
premium schedule adopted in April this year. However, beginning January 1, 2011,
the base rate would increase by three basis points.
Item 2
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
We
did not have any unregistered sales of our equity securities during the three
months ended September 30, 2009.
Item 3
|
Defaults
Upon Senior Securities
|
None.
Item
4
|
Submission
of Matters to a Vote of Security
Holders
|
None.
Item 5
|
Other
Information
|
None.
BANK
OF MARIN BANCORP
Item 6
|
Exhibits
|
The following
exhibits are filed as part of this report or hereby incorporated by reference to
filings previously made with the SEC.
|
3.01
|
Articles of
Incorporation, as amended, is incorporated by reference to Exhibit 3.01 to
Bancorp’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2007.
|
|
3.02
|
Bylaws, as
amended, is incorporated by reference to Exhibit 3.02 to Bancorp’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2007.
|
|
3.03
|
Certificate
of Determination filed with the California Secretary of State for the
purpose of amending registrant’s Articles of Incorporation with respect to
preferred stock is incorporated by reference to Exhibit 3.1 to Bancorp’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 9, 2008.
|
|
4.01
|
Rights
Agreement dated as of July 2, 2007 is incorporated by reference to Exhibit
4.1 to Registration Statement on Form 8-A12B filed with the Securities and
Exchange Commission on July 2,
2007.
|
|
4.02
|
Form of
Warrant for Purchase of Shares of Common Stock, as amended, is
incorporated by reference to Exhibit 4.4 to the Post Effective Amendment
to Form S-3 filed with the Securities and Exchange Commission on April 28,
2009.
|
|
10.01
|
2007 Employee
Stock Purchase Plan is incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on July 24, 2007.
|
|
10.02
|
1989 Stock
Option Plan is incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
July 24, 2007.
|
|
10.03
|
1999 Stock
Option Plan is incorporated by reference to Exhibit 4.1 to Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
July 24, 2007.
|
|
10.04
|
2007 Equity
Plan is incorporated by reference to Exhibit 4.1 to Registration Statement
on Bancorp’s Form S-8 filed with the Securities and Exchange Commission on
July 24, 2007.
|
|
10.05
|
Form of
Change in Control Agreement is incorporated by reference to Exhibit 10.01
to Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 31, 2007.
|
|
10.06
|
Form of
Indemnification Agreement for Directors and Executive Officers dated
August 9, 2007 is incorporated by reference to Exhibit 10.06 to Bancorp’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2007.
|
|
10.07
|
Form of
Employment Agreement dated January 23, 2009 is incorporated by reference
to Exhibit 10.1 to Bancorp’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 26,
2009.
|
|
11.01
|
Earnings Per
Share Computation - included in Note 1 to the Consolidated Financial
Statements.
|
|
14.01
|
Code of
Ethics is incorporated by reference to Exhibit 14.01 to Bancorp’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on
September 26, 2008.
|
|
31.01
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.02
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
32.01
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
BANK
OF MARIN BANCORP
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 thereunto duly
authorized.
Bank of Marin
Bancorp
|
||||
(registrant)
|
||||
November 2, 2009
|
/s/ Russell A. Colombo
|
|||
Date
|
Russell A.
Colombo
|
|||
President
&
|
||||
Chief
Executive Officer
|
||||
November 2, 2009
|
/s/ Christina J. Cook
|
|||
Date
|
Christina J.
Cook
|
|||
Executive
Vice President &
|
||||
Chief
Financial Officer
|
||||
November 2, 2009
|
/s/ Larry R. Olafson
|
|||
Date
|
Larry R.
Olafson
|
|||
Senior Vice
President &
|
||||
Controller
|
BANK
OF MARIN BANCORP
EXHIBIT INDEX
Exhibit
Number
|
Description
|
Location
|
||
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as
adopted pursuant to §302 of the Sarbanes-Oxley Act of
2002.
|
Filed
herewith.
|
|||
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) as
adopted pursuant to §302 of the Sarbanes-Oxley Act of
2002.
|
Filed
herewith.
|
|||
Certification
pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002.
|
Furnished
herewith.
|
Page -44