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Item 5. Market for Registrant’s Common Equity

2021-03-15 compared with 2020-03-13 · 50 added, 32 removed, 66 unchanged (55% of the section changed)

1 unchanged sentence

Market Information and Holders

Bancorp common stock trades on the Nasdaq Capital Market under the symbol BMRC.

Bancorp's common stock trades on the Nasdaq Capital Market under the symbol BMRC.

At February 28, 2021, 13,359,479 shares of Bancorp's common stock, no par value, were outstanding and held by approxi mately 2,400 holders of record and beneficial owners.

On October 22, 2018, Bancorp announced a two-for-one stock split, which occurred on November 27, 2018.

All share and per share data have been adjusted to reflect the stock split effective November 27, 2018.

At February 29, 2020, 13,596,535 shares of Bancorp's common stock, no par value, were outstanding and held by approximately 2,832 holders of record and beneficial owners.

All 2018 share and per share data have been adjusted to reflect the stock split.

Five-Year Stock Price Performance Graph

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In addition, total return performance results vary depending on the length of the performance period.

2015 2016 2017 2018 2019 2020

Bank of Marin Bancorp (BMRC) 100.00 133.31 132.18 162.91 181.33 141.98

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SNL Bank $1B - $5B Index 1

100.00 143.87 153.37 134.37 163.35 138.81

S&P Global Market Intelligence

5 unchanged sentences

The following table summarizes information as of December 31, 2020, with respect to equity compensation plans.

All plans have been approved by the shareholders.

Shares to be issued upon exercise of outstanding options 1

Weighted average exercise price of outstanding options

Shares remaining available for future issuance 2

Weighted average exercise price of outstanding options Shares remaining available for future issuance 2

Equity compensation plans approved by shareholders 371,584 $ 29.92 1,187,059

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On April 23, 2018, Bancorp announced that its Board of Directors approved a Share Repurchase Program under which Bancorp may repurchase up to $25.0 million of its outstanding common stock through May 1, 2019.

Bancorp's Board of Directors subsequently extended the Share Repurchase Program, which expired on February 28, 2020 with approximately $1.5 million not utilized for repurchases.

On January 24, 2020, Bancorp Board of Directors approved a new Share Repurchase Program under which Bancorp may repurchase up to $25.0 million of its outstanding common stock through February 28, 2022.

During 2019 and 2018 , Bancorp repurchased 356,000 and 171,217 shares totaling $15.0 million and $7.0 million , respectively, for a cumulative 527,217 shares totaling $22.0 million repurchased from May 1, 2018 through December 31, 2019 .

The following table reflects purchases under the Share Repurchase Program for the periods presented.

Bancorp's Board of Directors subsequently extended the Share Repurchase Program through February 28, 2020.

A new Share Repurchase Program was approved by the Board of Directors on January 24, 2020, which began on March 1, 2020 and allows Bancorp to repurchase up to $25.0 million of its outstanding common stock through February 28, 2022.

The new Share Repurchase Program was temporarily suspended on March 20, 2020 in response to the COVID-19 pandemic and reactivated on October 23, 2020.

Shares repurchased pursuant to our common stock share repurchase programs during 2020, 2019, and 2018, were as follows.

2020 2019 2018 Cumulative Totals

Total number of common shares repurchased 203,709 356,000 171,217 730,926

Total purchase price of common shares repurchased (in millions) $ 7.2 $ 15.0 $ 7.0 $ 29.2

The following table reflects purchases under the Share Repurchase Program for the months presented in 2020.

For further information, see Note 8 to the Consolidated Financial Statements, under the heading “Share Repurchase Program” in ITEM 8 of this report.

(in thousands, except per share data)

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Programs

Approximate Dollar Value That May yet Be Purchased Under the Program

(in thousands, except per share data) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value That May yet Be Purchased Under the Program 1

January 1-31, 2020 13,283 $ 44.42 13,283 $ 2,376

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March 1-31, 2020 58,526 30.00 58,526 23,241

April 1-30, 2019

May 1-31, 2019

June 1-30, 2019

July 1-31, 2019

August 1-31, 2019

September 1-30, 2019

October 1-30, 2020 100 30.00 100 23,238

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December 1-31, 2020 66,130 36.48 66,130 19,264

Total 203,709 $ 35.33 203,709

1 On February 28, 2020, the 2018 Share Repurchase Program expired with approximately $1.5 million remaining from the $25.0 million authorized for repurchases.

The new $25.0 million Share Repurchase Program began March 1, 2020.

ITEM 6 SELECTED FINANCIAL DATA

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For additional information, refer to ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and ITEM 8, Financial Statements and Supplementary Data.

At December 31,

(in thousands)

At or for the Years Ended December 31,

(dollars in thousands, except per share data) 2020 2019 2018 2017 2016

Selected financial condition data:

Total assets $ 2,911,926 $ 2,707,280 $ 2,520,892 $ 2,468,154 $ 2,023,493

Loans, net allowance for credit losses 1

2,065,682 1,826,609 1,748,043 1,663,246 1,471,174

Deposits 2,504,249 2,336,489 2,174,840 2,148,670 1,772,700

Borrowings and other obligations 2,835 2,920 9,640 5,739 5,586

Stockholders' equity 358,253 336,788 316,407 297,025 230,563

For the Years Ended December 31,

(dollars in thousands, except per share data)

Selected operating data:

Net interest income $ 96,659 $ 95,680 $ 91,544 $ 74,852 $ 73,161

Provision for (reversal of) loan losses

Provision for (reversal of) credit losses 4,594 900 — 500 (1,850)

Non-interest income 8,550 9,084 10,139 8,268 9,161

Non-interest expense 2

60,028 57,970 58,266 53,782 47,692

30,242 34,241 32,622 15,976 23,134

Net income per common share:

At or for the Years Ended December 31,

Basic $ 2.24 $ 2.51 $ 2.35 $ 1.29 $ 1.90

Diluted $ 2.22 $ 2.48 $ 2.33 $ 1.27 $ 1.89

Performance and other financial ratios:

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Tax-equivalent net interest margin 4

3.55 % 3.98 % 3.90 % 3.80 % 3.91 %

Cost of deposits 0.11 % 0.20 % 0.10 % 0.07 % 0.08 %

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Cash dividend payout ratio on common stock 5

41.07 % 31.87 % 27.23 % 43.41 % 26.84 %

Cash dividends per common share 3

$ 0.92 $ 0.80 $ 0.64 $ 0.56 $ 0.51

Asset quality ratios:

Allowance for loan losses to total loans

Allowance for loan losses to non-performing loans 4

Allowance for credit losses to total loans 1.10 % 0.90 % 0.90 % 0.94 % 1.04 %

Allowance for credit losses to total loans, excluding acquired and SBA PPP loans 6

1.27 % 0.96 % 0.98 % 1.06 % 1.10 %

Allowance for credit losses to non-performing loans 7

2.48x 73.86x 22.71x 38.88x 106.50x

Non-performing loans to total loans 7

0.44 % 0.01 % 0.04 % 0.02 % 0.01 %

Capital ratios:

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Tangible common equity to tangible assets 8

11.27 % 11.30 % 11.29 % 10.71 % 11.00 %

Total capital (to risk-weighted assets) 16.03 % 15.07 % 14.93 % 14.91 % 14.32 %

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Common equity Tier 1 capital (to risk-weighted assets) 14.69 % 14.11 % 13.98 % 13.75 % 13.07 %

Number of full service offices

Number of branches 22 22 23 23 20

Full time equivalent employees 289 290 290 291 262

1 Includes SBA PPP loans of $291.6 million at December 31, 2020.

There were no SBA PPP loans prior to 2020.

2 2018 and 2017 included $962 thousand and $2.2 million, respectively, in merger-related expenses.

3 Share and per share data have been adjusted to reflect the two-for-one stock split effective November 27, 2018.

4 Tax-equivalent net interest margin is computed by dividing taxable equivalent net interest income, which is adjusted for taxable equivalent income on tax-exempt loans and securities based on federal statutory rate of 21% in 2020, 2019 and 2018 and 35% in years prior to 2018, by total average interest-earning assets.

5 Calculated as dividends on common shares divided by basic net income per common share.

4 Non-performing loans include loans on non-accrual status and loans past due 90 days or more and still accruing interest.

6 The allowance for credit losses to total loans, excluding non-impaired acquired loans and guaranteed SBA PPP loans, is considered a meaningful non-GAAP financial measure, as it represents only those loans that were considered in the calculation of the allowance for credit losses.

Due to the adoption of CECL on December 31, 2020, all loans previously considered "acquired" are now included in the calculation of the allowance for credit losses.

Acquired loans that were not impaired totaled $108.8 million, $151.8 million, $196.5 million, and $86.4 million, at December 31, 2019, 2018, 2017, and 2016, respectively.

Refer to footnote 1 above for SBA PPP loan totals.

7 Non-performing loans include loans on non-accrual status.

There were no loans past due 90 days or more and still accruing interest as of the end of any of the years presented.

8 Tangible common equity to tangible assets is considered to be a meaningful non-GAAP financial measure of capital adequacy and is useful for investors to assess Bancorp's ability to absorb potential losses.

Tangible common equity of $324 million, $302 million, $281 million, $260 million, and $222 million at December 31, 2020, 2019, 2018, 2017, and 2016, respectively, includes common stock, retained earnings and unrealized gains (losses) on available-for sale securities, net of tax, less goodwill and intangible assets of $34 million, $35 million, $36 million, $37 million, and $9 million at December 31, 2020, 2019, 2018, 2017, and 2016, respectively.

6 Share and per share data have been adjusted to reflect the two-for-one stock split effective November 27, 2018.

Tangible assets excludes goodwill and core deposit intangible assets.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity