California
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20-8859754
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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504 Redwood Boulevard, Suite 100, Novato, CA
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94947
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(Address of principal executive office)
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(Zip Code)
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Common Stock, No Par Value,
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and attached Share Purchase Rights
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NASDAQ Capital Market
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
o
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PART I
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Forward-Looking Statements
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Forward-Looking Statements
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Critical Accounting Policies
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Executive Summary
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RESULTS OF OPERATIONS
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Net Interest Income
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Provision for Loan Losses
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Non-Interest Income
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Non-Interest Expense
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Provision for Income Taxes
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FINANCIAL CONDITION
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Investment Securities
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Loans
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Allowance for Loan Losses
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Other Assets
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Deposits
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Borrowings
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Deferred Compensation Obligations
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Off Balance Sheet Arrangements and Commitments
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Capital Adequacy
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Liquidity
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Note 1: Summary of Significant Accounting Policies
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Note 2: Investment Securities
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Note 3: Loans and Allowance for Loan Losses
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Note 4: Bank Premises and Equipment
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Note 5: Bank Owned Life Insurance
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Note 6: Deposits
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Note 7: Borrowings
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Note 8: Stockholders' Equity and Stock Plans
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Note 9: Fair Value of Assets and Liabilities
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Note 10: Benefit Plans
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Note 11: Income Taxes
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Note 12: Commitments and Contingencies
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Note 13: Concentrations of Credit Risk
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Note 14: Derivative Financial Instruments and Hedging Activities
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Note 15: Regulatory Matters
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Note 16: Financial Instruments with Off-Balance Sheet Risk
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Note 17: Condensed Bank of Marin Bancorp Parent Only Financial Statements
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Note 18: Acquisition
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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ITEM 16.
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FORM 10-K SUMMARY
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SIGNATURES
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•
|
unexpected problems with operations, personnel, technology or credit;
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•
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loss of customers and employees of the acquiree;
|
•
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difficulty in working with the acquiree's employees and customers;
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•
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the assimilation of the acquiree's operations, culture and personnel;
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•
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instituting and maintaining uniform standards, controls, procedures and policies; and
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•
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litigation risk not discovered during the due diligence period.
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2013
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2014
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2015
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2016
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2017
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2018
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Bank of Marin Bancorp (BMRC)
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100.00
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123.34
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127.50
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169.97
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168.53
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207.70
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Russell 2000 Index
|
100.00
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104.89
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100.26
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121.63
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139.44
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124.09
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SNL Bank $1B - $5B Index
1
|
100.00
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|
104.56
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117.04
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168.38
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179.51
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157.27
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Source: S&P Global Market Intelligence
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Shares to be issued upon exercise of outstanding options
1
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Weighted average exercise price of outstanding options
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Shares remaining available for future issuance
2
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Equity compensation plans approved by shareholders
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425,700
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$
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25.01
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1,262,182
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(in thousands, except per share data)
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Total Number of Shares Purchased
1
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Average Price Paid per Share
1
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Total Number of Shares Purchased as Part of Publicly Announced Programs
1
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Approximate Dollar Value That May yet Be Purchased Under the Program
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||
Period
|
||||||||||
April 23-30, 2018
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—
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$
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—
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—
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$
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25,000
|
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May 1-31, 2018
|
2,796
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37.03
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2,796
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24,896
|
|
||
June 1-30, 2018
|
—
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—
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—
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24,896
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|
||
July 1-31, 2018
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—
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—
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—
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24,896
|
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||
August 1-31, 2018
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8,888
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|
44.43
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|
8,888
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|
24,501
|
|
||
September 1-30, 2018
|
24,202
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|
42.99
|
|
24,202
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|
23,460
|
|
||
October 1-30, 2018
|
29,890
|
|
40.68
|
|
29,890
|
|
22,244
|
|
||
November 1-30, 2018
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34,754
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42.10
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34,754
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20,779
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|
||
December 1-31, 2018
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70,687
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|
39.44
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70,687
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17,988
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|
||
Total
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171,217
|
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$
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40.92
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171,217
|
|
|
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At December 31,
|
||||||||||||||
(in thousands)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Selected financial condition data:
|
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||||||||||
Total assets
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$
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2,520,892
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$
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2,468,154
|
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$
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2,023,493
|
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$
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2,031,134
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$
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1,787,130
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Loans, net
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1,748,043
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1,663,246
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1,471,174
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1,436,299
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1,348,252
|
|
|||||
Deposits
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2,174,840
|
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2,148,670
|
|
1,772,700
|
|
1,728,226
|
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1,551,619
|
|
|||||
Borrowings
|
9,640
|
|
5,739
|
|
5,586
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|
72,395
|
|
20,185
|
|
|||||
Stockholders' equity
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316,407
|
|
297,025
|
|
230,563
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|
214,473
|
|
200,026
|
|
|||||
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For the Years Ended December 31,
|
||||||||||||||
(dollars in thousands, except per share data)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Selected operating data:
|
|
|
|
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|
||||||||||
Net interest income
|
$
|
91,544
|
|
$
|
74,852
|
|
$
|
73,161
|
|
$
|
67,187
|
|
$
|
70,441
|
|
Provision for (reversal of) loan losses
|
—
|
|
500
|
|
(1,850
|
)
|
500
|
|
750
|
|
|||||
Non-interest income
|
10,139
|
|
8,268
|
|
9,161
|
|
9,193
|
|
9,041
|
|
|||||
Non-interest expense
1
|
58,266
|
|
53,782
|
|
47,692
|
|
46,949
|
|
47,263
|
|
|||||
Net income
1
|
32,622
|
|
15,976
|
|
23,134
|
|
18,441
|
|
19,771
|
|
|||||
Net income per common share:
6
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.35
|
|
$
|
1.29
|
|
$
|
1.90
|
|
$
|
1.55
|
|
$
|
1.68
|
|
Diluted
|
$
|
2.33
|
|
$
|
1.27
|
|
$
|
1.89
|
|
$
|
1.52
|
|
$
|
1.65
|
|
|
At or for the Years Ended December 31,
|
||||||||||||||
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Performance and other financial ratios:
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.31
|
%
|
0.75
|
%
|
1.15
|
%
|
0.98
|
%
|
1.08
|
%
|
|||||
Return on average equity
|
10.73
|
%
|
6.49
|
%
|
10.23
|
%
|
8.84
|
%
|
10.31
|
%
|
|||||
Tax-equivalent net interest margin
2
|
3.90
|
%
|
3.80
|
%
|
3.91
|
%
|
3.83
|
%
|
4.13
|
%
|
|||||
Efficiency ratio
|
57.30
|
%
|
64.70
|
%
|
57.93
|
%
|
61.47
|
%
|
59.46
|
%
|
|||||
Loan-to-deposit ratio
|
81.10
|
%
|
78.14
|
%
|
83.86
|
%
|
83.97
|
%
|
87.87
|
%
|
|||||
Cash dividend payout ratio on common stock
3
|
27.23
|
%
|
43.41
|
%
|
26.84
|
%
|
29.03
|
%
|
23.81
|
%
|
|||||
Cash dividends per common share
6
|
$
|
0.64
|
|
$
|
0.56
|
|
$
|
0.51
|
|
$
|
0.45
|
|
$
|
0.40
|
|
Asset quality ratios:
|
|
|
|
|
|
||||||||||
Allowance for loan losses to total loans
|
0.90
|
%
|
0.94
|
%
|
1.04
|
%
|
1.03
|
%
|
1.11
|
%
|
|||||
Allowance for loan losses to non-performing loans
4
|
22.71x
|
|
38.88x
|
|
106.5x
|
|
6.88x
|
|
1.61x
|
|
|||||
Non-performing loans to total loans
4
|
0.04
|
%
|
0.02
|
%
|
0.01
|
%
|
0.15
|
%
|
0.69
|
%
|
|||||
Capital ratios:
|
|
|
|
|
|
||||||||||
Equity to total assets ratio
|
12.55
|
%
|
12.03
|
%
|
11.39
|
%
|
10.60
|
%
|
11.20
|
%
|
|||||
Tangible common equity to tangible assets
5
|
|
|
|
|
|
||||||||||
Total capital (to risk-weighted assets)
|
14.93
|
%
|
14.91
|
%
|
14.32
|
%
|
13.37
|
%
|
13.94
|
%
|
|||||
Tier 1 capital (to risk-weighted assets)
|
14.10
|
%
|
14.04
|
%
|
13.37
|
%
|
12.44
|
%
|
12.87
|
%
|
|||||
Tier 1 capital (to average assets)
|
11.54
|
%
|
12.13
|
%
|
11.39
|
%
|
10.67
|
%
|
10.62
|
%
|
|||||
Common equity Tier 1 capital (to risk-weighted assets)
|
13.98
|
%
|
13.75
|
%
|
13.07
|
%
|
12.16
|
%
|
N/A
|
|
|||||
Other data:
|
|
|
|
|
|
||||||||||
Number of full service offices
|
23
|
|
23
|
|
20
|
|
20
|
|
21
|
|
|||||
Full time equivalent employees
|
290
|
|
291
|
|
262
|
|
259
|
|
260
|
|
•
|
In 2018, we expanded our footprint in the East Bay and strengthened our team in Sonoma County. We added key people to open a new commercial banking office in Walnut Creek and enhanced our presence in our Santa Rosa market.
|
•
|
The Bank achieved loan growth of $84.9 million, or 5.1% in 2018, to
$1,763.9 million
at
December 31, 2018
, from
$1,679.0 million
at
December 31, 2017
.
|
•
|
Strong credit quality remains a cornerstone of the Bank’s consistent performance. Non-accrual loans represented
0.04%
of the Bank's loan portfolio as of
December 31, 2018
. There was no provision for loan losses recorded in 2018 due to continuing high credit quality.
|
•
|
Deposits grew by $26.1 million to
$2,174.8 million
at
December 31, 2018
, compared to
$2,148.7 million
at
December 31, 2017
. Non-interest bearing deposits grew by $51.9 million in 2018 and made up 49% of total deposits at year-end. For the full year 2018, cost of total deposits remained low at 0.10% despite the higher interest rate environment, compared to 0.07% in 2017.
|
•
|
Net interest income totaled
$91.5 million
and
$74.9 million
in
2018
and
2017
, respectively.
The increase of $16.6 million in 2018 was primarily due to a $337.7 million increase in average earning assets. Additionally, higher yields on loans, investment securities and interest-bearing cash positively impacted interest income. The tax-equivalent net interest margin increased to
3.90%
in
2018
compared to
3.80%
in
2017
for the same reasons, despite the 0.04% negative impact from the early redemption of a subordinated debenture.
|
•
|
Pre-tax net income in 2018 was $43.4 million, up $14.6 million, or 50.6% over 2017 pretax net income of $28.8 million. Higher average balances and yields on both loans and investment securities favorably impacted earnings in the current year.
|
•
|
The efficiency ratio was 57.3% in 2018, down from 64.7% in 2017.
|
•
|
For the year ended December 31, 2018, return on assets was 1.31% and return on equity was 10.73%.
|
•
|
All capital ratios exceed regulatory requirements. The total risk-based capital ratio for Bancorp was
14.9%
at both
December 31, 2018
and
December 31, 2017
.
|
•
|
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. During 2018, Bancorp repurchased 171,217 shares for a total amount of $7.0 million.
|
•
|
On October 22, 2018, Bancorp announced a two-for-one stock split, which occurred on November 27, 2018.
|
•
|
The Board of Directors declared a cash dividend of $0.19 per share on January 25, 2019, a $0.015 increase from the prior quarter. This was the 55
th
consecutive quarterly dividend paid by Bank of Marin Bancorp. Since August 2005, Bancorp's average annual dividend growth rate has been 10.2%. The cash dividend was paid on February 15, 2019 to shareholders of record at the close of business on February 8, 2019.
|
|
2018 compared to 2017
|
|||||||||||
(in thousands, unaudited)
|
Volume
|
|
Yield/Rate
|
|
Mix
|
|
Total
|
|
||||
Interest-bearing due from banks
|
$
|
(27
|
)
|
$
|
507
|
|
$
|
(14
|
)
|
$
|
466
|
|
Investment securities
1
|
3,408
|
|
1,016
|
|
356
|
|
4,780
|
|
||||
Loans
1
|
8,749
|
|
2,745
|
|
350
|
|
11,844
|
|
||||
Total interest-earning assets
|
12,130
|
|
4,268
|
|
692
|
|
17,090
|
|
||||
Interest-bearing transaction accounts
|
39
|
|
58
|
|
21
|
|
118
|
|
||||
Savings accounts
|
5
|
|
1
|
|
—
|
|
6
|
|
||||
Money market accounts
|
71
|
|
645
|
|
84
|
|
800
|
|
||||
Time accounts, including CDARS
|
(34
|
)
|
2
|
|
(2
|
)
|
(34
|
)
|
||||
FHLB borrowings and overnight borrowings
|
2
|
|
—
|
|
—
|
|
2
|
|
||||
Subordinated debentures
|
(50
|
)
|
1,070
|
|
(120
|
)
|
900
|
|
||||
Total interest-bearing liabilities
|
33
|
|
1,776
|
|
(17
|
)
|
1,792
|
|
||||
|
$
|
12,097
|
|
$
|
2,492
|
|
$
|
709
|
|
$
|
15,298
|
|
1
Yields and interest income on tax-exempt securities and loans are presented on a taxable-equivalent basis using the federal statutory rate of 21% in 2018 and 35% in 2017.
|
|
Years ended December 31,
|
||||||||
|
2018
|
|
2017
|
||||||
(dollars in thousands; unaudited)
|
Dollar Amount
|
Basis point affect on net interest margin
|
|
Dollar Amount
|
Basis point affect on net interest margin
|
||||
Accretion on purchased credit impaired ("PCI") loans
|
$
|
320
|
|
1 bps
|
|
$
|
331
|
|
2 bps
|
Accretion on non-PCI loans
|
$
|
487
|
|
2 bps
|
|
$
|
571
|
|
3 bps
|
Gains on payoffs of PCI loans
|
$
|
135
|
|
1 bps
|
|
$
|
184
|
|
1 bps
|
Table 3 Components of Non-Interest Income
|
|||||||||||
|
Years ended
|
2018 compared to 2017
|
|||||||||
|
December 31,
|
Amount
|
Percent
|
||||||||
(dollars in thousands; unaudited)
|
2018
|
|
2017
|
|
Increase (Decrease)
|
Increase (Decrease)
|
|||||
Service charges on deposit accounts
|
$
|
1,891
|
|
$
|
1,784
|
|
$
|
107
|
|
6.0
|
%
|
Wealth Management and Trust Services
|
1,919
|
|
2,090
|
|
(171
|
)
|
(8.2
|
)%
|
|||
Debit card interchange fees
|
1,561
|
|
1,531
|
|
30
|
|
2.0
|
%
|
|||
Merchant interchange fees
|
378
|
|
398
|
|
(20
|
)
|
(5.0
|
)%
|
|||
Earnings on bank-owned life insurance
|
913
|
|
845
|
|
68
|
|
8.0
|
%
|
|||
Dividends on FHLB stock
|
959
|
|
766
|
|
193
|
|
25.2
|
%
|
|||
Gains (losses) on investment securities, net
|
876
|
|
(185
|
)
|
1,061
|
|
573.5
|
%
|
|||
Other income
|
1,642
|
|
1,039
|
|
603
|
|
58.0
|
%
|
|||
Total non-interest income
|
$
|
10,139
|
|
$
|
8,268
|
|
$
|
1,871
|
|
22.6
|
%
|
Table 4 Components of Non-Interest Expense
|
|||||||||||
|
Years ended
|
2018 compared to 2017
|
|||||||||
|
December 31,
|
Amount
|
Percent
|
||||||||
(dollars in thousands; unaudited)
|
2018
|
|
2017
|
|
Increase (Decrease)
|
Increase (Decrease)
|
|||||
Salaries and related benefits
|
$
|
33,335
|
|
$
|
29,958
|
|
$
|
3,377
|
|
11.3
|
%
|
Occupancy and equipment
|
5,976
|
|
5,472
|
|
504
|
|
9.2
|
%
|
|||
Depreciation and amortization
|
2,143
|
|
1,941
|
|
202
|
|
10.4
|
%
|
|||
FDIC insurance
|
756
|
|
666
|
|
90
|
|
13.5
|
%
|
|||
Data processing
|
4,358
|
|
4,906
|
|
(548
|
)
|
(11.2
|
)%
|
|||
Professional services
|
3,317
|
|
2,858
|
|
459
|
|
16.1
|
%
|
|||
Directors' expense
|
700
|
|
720
|
|
(20
|
)
|
(2.8
|
)%
|
|||
Information technology
|
1,023
|
|
769
|
|
254
|
|
33.0
|
%
|
|||
Provision for losses on off-balance sheet commitments
|
—
|
|
57
|
|
(57
|
)
|
(100.0
|
)%
|
|||
Other non-interest expense:
|
|
|
|
|
|||||||
Advertising
|
666
|
|
567
|
|
99
|
|
17.5
|
%
|
|||
Amortization of core deposit intangible
|
921
|
|
528
|
|
393
|
|
74.4
|
%
|
|||
Other expense
|
5,071
|
|
5,340
|
|
(269
|
)
|
(5.0
|
)%
|
|||
Total other non-interest expense
|
6,658
|
|
6,435
|
|
223
|
|
3.5
|
%
|
|||
Total non-interest expense
|
$
|
58,266
|
|
$
|
53,782
|
|
$
|
4,484
|
|
8.3
|
%
|
December 31, 2018
|
Within 1 Year
|
|
1-5 Years
|
|
5-10 Years
|
|
After 10 Years
|
|
Total
|
|||||||||||||||||||||||
(dollars in thousands; unaudited)
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Fair Value
|
|
Average Yield
2
|
|
||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and municipal
3
|
$
|
7,557
|
|
3.78
|
%
|
|
$
|
3,554
|
|
4.93
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
11,111
|
|
$
|
11,216
|
|
4.14
|
%
|
MBS/CMOs issued by U.S. government agencies
|
—
|
|
—
|
|
|
39,929
|
|
2.16
|
|
|
83,461
|
|
2.53
|
|
|
22,705
|
|
2.51
|
|
|
146,095
|
|
142,678
|
|
2.43
|
|
||||||
Total held-to-maturity
|
7,557
|
|
3.78
|
|
|
43,483
|
|
2.38
|
|
|
83,461
|
|
2.53
|
|
|
22,705
|
|
2.51
|
|
|
157,206
|
|
153,894
|
|
2.55
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
MBS/CMOs issued by U.S. government agencies
|
5,927
|
|
1.73
|
|
|
135,077
|
|
2.51
|
|
|
139,882
|
|
3.10
|
|
|
—
|
|
—
|
|
|
280,886
|
|
278,403
|
|
2.79
|
|
||||||
SBA-backed securities
|
—
|
|
—
|
|
|
2,372
|
|
2.77
|
|
|
48,351
|
|
2.99
|
|
|
—
|
|
—
|
|
|
50,723
|
|
50,781
|
|
2.98
|
|
||||||
State and municipal
3
|
13,954
|
|
1.86
|
|
|
26,640
|
|
2.46
|
|
|
37,080
|
|
2.56
|
|
|
1,372
|
|
4.01
|
|
|
79,046
|
|
77,960
|
|
2.43
|
|
||||||
Debentures of government sponsored agencies
|
—
|
|
—
|
|
|
41,460
|
|
2.68
|
|
|
11,496
|
|
3.35
|
|
|
—
|
|
—
|
|
|
52,956
|
|
53,018
|
|
2.82
|
|
||||||
Privately issued CMOs
|
193
|
|
3.63
|
|
|
102
|
|
4.43
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
295
|
|
297
|
|
3.91
|
|
||||||
Corporate bonds
|
501
|
|
2.01
|
|
|
1,503
|
|
3.93
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
2,004
|
|
2,005
|
|
3.45
|
|
||||||
Total available-for-sale
|
20,575
|
|
1.85
|
|
|
207,154
|
|
2.55
|
|
|
236,809
|
|
3.01
|
|
|
1,372
|
|
4.01
|
|
|
465,910
|
|
462,464
|
|
2.76
|
|
||||||
Total
|
$
|
28,132
|
|
2.36
|
%
|
|
$
|
250,637
|
|
2.52
|
%
|
|
$
|
320,270
|
|
2.88
|
%
|
|
$
|
24,077
|
|
2.59
|
%
|
|
$
|
623,116
|
|
$
|
616,358
|
|
2.70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
December 31, 2017
|
Within 1 Year
|
|
1-5 Years
|
|
5-10 Years
|
|
After 10 Years
|
|
Total
|
|||||||||||||||||||||||
(dollars in thousands; unaudited)
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Average Yield
2
|
|
|
AmortizedCost
1
|
|
Fair Value
|
|
Average Yield
2
|
|
||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and municipal
3
|
$
|
7,606
|
|
4.64
|
%
|
|
$
|
11,293
|
|
4.02
|
%
|
|
$
|
747
|
|
5.18
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
19,646
|
|
$
|
19,998
|
|
4.31
|
%
|
MBS/CMOs issued by U.S. government agencies
|
—
|
|
—
|
|
|
26,245
|
|
2.18
|
|
|
101,291
|
|
2.26
|
|
|
3,850
|
|
2.64
|
|
|
131,386
|
|
131,034
|
|
2.26
|
|
||||||
Total held-to-maturity
|
7,606
|
|
4.64
|
|
|
37,538
|
|
2.74
|
|
|
102,038
|
|
2.28
|
|
|
3,850
|
|
2.64
|
|
|
151,032
|
|
151,032
|
|
2.52
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MBS/CMOs issued by U.S. government agencies
|
800
|
|
1.81
|
|
|
118,125
|
|
2.19
|
|
|
45,739
|
|
2.54
|
|
|
24,702
|
|
2.75
|
|
|
189,366
|
|
188,061
|
|
2.34
|
|
||||||
SBA-backed securities
|
167
|
|
5.23
|
|
|
1,759
|
|
2.12
|
|
|
22,554
|
|
2.57
|
|
|
1,499
|
|
3.09
|
|
|
25,979
|
|
25,982
|
|
2.59
|
|
||||||
State and municipal
3
|
7,192
|
|
1.84
|
|
|
51,832
|
|
2.09
|
|
|
36,984
|
|
2.39
|
|
|
2,019
|
|
4.53
|
|
|
98,027
|
|
97,491
|
|
2.24
|
|
||||||
Debentures of government sponsored agencies
|
1,495
|
|
1.55
|
|
|
11,445
|
|
2.06
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
12,940
|
|
12,938
|
|
2.00
|
|
||||||
Privately issued CMOs
|
121
|
|
3.35
|
|
|
1,311
|
|
2.53
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1,432
|
|
1,431
|
|
2.60
|
|
||||||
Corporate bonds
|
4,531
|
|
1.94
|
|
|
2,010
|
|
2.88
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
6,541
|
|
6,564
|
|
2.23
|
|
||||||
Total available-for-sale
|
14,306
|
|
1.89
|
|
|
186,482
|
|
2.16
|
|
|
105,277
|
|
2.50
|
|
|
28,220
|
|
2.90
|
|
|
334,285
|
|
332,467
|
|
2.32
|
|
||||||
Total
|
$
|
21,912
|
|
2.84
|
%
|
|
$
|
224,020
|
|
2.26
|
%
|
|
$
|
207,315
|
|
2.39
|
%
|
|
$
|
32,070
|
|
2.87
|
%
|
|
$
|
485,317
|
|
$
|
483,499
|
|
2.38
|
%
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||
(dollars in thousands; unaudited)
|
Amortized Cost
|
|
Fair Value
|
|
% of
state and municipal securities |
|
Amortized Cost
|
|
Fair Value
|
|
% of
state and municipal securities |
|
||||
Within California:
|
|
|
|
|
|
|
||||||||||
General obligation bonds
|
$
|
14,438
|
|
$
|
14,418
|
|
16.0
|
%
|
$
|
19,634
|
|
$
|
19,678
|
|
16.7
|
%
|
Revenue bonds
|
7,109
|
|
7,108
|
|
7.9
|
|
11,660
|
|
11,776
|
|
9.9
|
|
||||
Tax allocation bonds
|
4,541
|
|
4,601
|
|
5.0
|
|
6,099
|
|
6,234
|
|
5.2
|
|
||||
Total within California
|
26,088
|
|
26,127
|
|
28.9
|
|
37,393
|
|
37,688
|
|
31.8
|
|
||||
Outside California:
|
|
|
|
|
|
|
||||||||||
General obligation bonds
|
56,186
|
|
55,199
|
|
62.3
|
|
68,890
|
|
68,454
|
|
58.5
|
|
||||
Revenue bonds
|
7,883
|
|
7,850
|
|
8.8
|
|
11,390
|
|
11,346
|
|
9.7
|
|
||||
Total outside California
|
64,069
|
|
63,049
|
|
71.1
|
|
80,280
|
|
79,800
|
|
68.2
|
|
||||
Total obligations of state and political subdivisions
|
$
|
90,157
|
|
$
|
89,176
|
|
100.0
|
%
|
$
|
117,673
|
|
$
|
117,488
|
|
100.0
|
%
|
•
|
The soundness of a municipality’s budgetary position and stability of its tax revenues
|
•
|
Debt profile and level of unfunded liabilities, diversity of revenue sources, taxing authority of the issuer
|
•
|
Local demographics/economics including unemployment data, largest local taxpayers and employers, income indices and home values
|
•
|
For revenue bonds, the source and strength of revenue for municipal authorities including obligors' financial condition and reserve levels, annual debt service and debt coverage ratio, and credit enhancement (such as insurer’s strength)
|
•
|
Credit ratings by major credit rating agencies
|
(in thousands; unaudited)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
|||||
Commercial loans
|
$
|
230,739
|
|
$
|
235,835
|
|
$
|
218,615
|
|
$
|
219,452
|
|
$
|
210,223
|
|
Real estate
|
|
|
|
|
|
||||||||||
Commercial owner-occupied
|
313,277
|
|
300,963
|
|
247,713
|
|
242,309
|
|
230,605
|
|
|||||
Commercial investor
|
873,410
|
|
822,984
|
|
724,228
|
|
715,879
|
|
673,499
|
|
|||||
Construction
|
76,423
|
|
63,828
|
|
74,809
|
|
65,495
|
|
48,413
|
|
|||||
Home equity
|
124,696
|
|
132,467
|
|
117,207
|
|
112,300
|
|
110,788
|
|
|||||
Other residential
|
117,847
|
|
95,526
|
|
78,549
|
|
73,134
|
|
73,035
|
|
|||||
Installment and other consumer loans
|
27,472
|
|
27,410
|
|
25,495
|
|
22,639
|
|
16,788
|
|
|||||
Total loans
|
1,763,864
|
|
1,679,013
|
|
1,486,616
|
|
1,451,208
|
|
1,363,351
|
|
|||||
Allowance for loan losses
|
(15,821
|
)
|
(15,767
|
)
|
(15,442
|
)
|
(14,999
|
)
|
(15,099
|
)
|
|||||
Total net loans
|
$
|
1,748,043
|
|
$
|
1,663,246
|
|
$
|
1,471,174
|
|
$
|
1,436,209
|
|
$
|
1,348,252
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
(dollars in thousands; unaudited)
|
Amount
|
% of Commercial real estate loans
|
|
Amount
|
% of Commercial real estate loans
|
|
|||||
Marin
|
$
|
342,163
|
|
28.8
|
%
|
|
$
|
341,827
|
|
30.4
|
%
|
Sonoma
|
177,087
|
|
14.9
|
|
|
167,014
|
|
14.9
|
|
||
Napa
|
168,394
|
|
14.2
|
|
|
151,778
|
|
13.5
|
|
||
Alameda
|
167,170
|
|
14.1
|
|
|
143,939
|
|
12.8
|
|
||
San Francisco
|
155,863
|
|
13.1
|
|
|
150,376
|
|
13.4
|
|
||
Contra Costa
|
41,986
|
|
3.5
|
|
|
42,093
|
|
3.7
|
|
||
San Mateo
|
23,919
|
|
2.0
|
|
|
20,481
|
|
1.8
|
|
||
Solano
|
17,503
|
|
1.5
|
|
|
18,071
|
|
1.6
|
|
||
El Dorado
|
13,274
|
|
1.1
|
|
|
13,860
|
|
1.2
|
|
||
Sacramento
|
10,759
|
|
0.9
|
|
|
11,030
|
|
1.0
|
|
||
Other
|
68,569
|
|
5.9
|
|
|
63,478
|
|
5.7
|
|
||
Total
|
$
|
1,186,687
|
|
100.0
|
%
|
|
$
|
1,123,947
|
|
100.0
|
%
|
(dollars in thousands; unaudited)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Construction loans by type
|
Amount
|
|
% of Construction Loans
|
|
|
Amount
|
|
% of Construction Loans
|
|
||
Commercial real estate
|
$
|
30,603
|
|
40.0
|
%
|
|
$
|
20,935
|
|
32.8
|
%
|
Apartments and multifamily
|
23,583
|
|
30.9
|
|
|
14,878
|
|
23.3
|
|
||
1-4 Single family residential
|
15,760
|
|
20.6
|
|
|
22,780
|
|
35.7
|
|
||
Land - improved
|
4,046
|
|
5.3
|
|
|
3,668
|
|
5.7
|
|
||
Land - unimproved
|
2,431
|
|
3.2
|
|
|
1,567
|
|
2.5
|
|
||
Total
|
$
|
76,423
|
|
100.0
|
%
|
|
$
|
63,828
|
|
100.0
|
%
|
|
|
|
|
|
|
||||||
(dollars in thousands; unaudited)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Construction loans by geographic location
|
Amount
|
|
% of Construction Loans
|
|
|
Amount
|
|
% of Construction Loans
|
|
||
San Francisco
|
$
|
20,764
|
|
27.2
|
%
|
|
$
|
21,664
|
|
33.9
|
%
|
Marin
|
14,665
|
|
19.2
|
|
|
9,750
|
|
15.3
|
|
||
Sonoma
|
14,241
|
|
18.6
|
|
|
4,683
|
|
7.3
|
|
||
Alameda
|
11,411
|
|
14.9
|
|
|
7,783
|
|
12.2
|
|
||
San Mateo
|
5,110
|
|
6.7
|
|
|
3,495
|
|
5.5
|
|
||
Napa
|
3,988
|
|
5.2
|
|
|
12,072
|
|
18.9
|
|
||
Riverside
|
2,688
|
|
3.5
|
|
|
2,969
|
|
4.7
|
|
||
Other
|
3,556
|
|
4.7
|
|
|
1,412
|
|
2.2
|
|
||
Total
|
$
|
76,423
|
|
100.0
|
%
|
|
$
|
63,828
|
|
100.0
|
%
|
|
Due within
|
|
Due after 1 but
|
|
Due after
|
|
|
|||||
(in thousands; unaudited)
|
1 year
|
|
within 5 years
|
|
5 years
|
|
Total
|
|
||||
Maturity distribution:
|
|
|
|
|
|
|||||||
Commercial
|
$
|
69,335
|
|
$
|
105,464
|
|
$
|
55,940
|
|
$
|
230,739
|
|
Construction
|
47,427
|
|
14,957
|
|
14,039
|
|
76,423
|
|
||||
Total
|
$
|
116,762
|
|
$
|
120,421
|
|
$
|
69,979
|
|
$
|
307,162
|
|
(in thousands; unaudited)
|
Fixed
|
|
Variable
|
|
Total
|
|
|||
Commercial
|
$
|
116,796
|
|
$
|
113,943
|
|
$
|
230,739
|
|
Construction
|
20,416
|
|
56,007
|
|
76,423
|
|
|||
Total
|
$
|
137,212
|
|
$
|
169,950
|
|
$
|
307,162
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(dollars in thousands; unaudited)
|
Allowance balance allocation
|
|
Loans as a percent of total loans
|
|
|
Allowance balance allocation
|
|
Loans as a percent of total loans
|
|
|
Allowance balance allocation
|
|
Loans as a percent of total loans
|
|
|
Allowance balance allocation
|
|
Loans as a percent of total loans
|
|
|
Allowance balance allocation
|
|
Loans as a percent of total loans
|
|
|||||
Commercial loans
|
$
|
2,436
|
|
13.1
|
%
|
|
$
|
3,654
|
|
14.0
|
%
|
|
$
|
3,248
|
|
14.7
|
%
|
|
$
|
3,023
|
|
15.1
|
%
|
|
$
|
2,837
|
|
15.4
|
%
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial, owner-occupied
|
2,407
|
|
17.8
|
|
|
2,294
|
|
17.9
|
|
|
1,753
|
|
16.7
|
|
|
2,249
|
|
16.7
|
|
|
1,924
|
|
16.9
|
|
|||||
Commercial, investor
|
7,703
|
|
49.5
|
|
|
6,475
|
|
49.1
|
|
|
6,320
|
|
48.7
|
|
|
6,178
|
|
49.4
|
|
|
6,672
|
|
49.4
|
|
|||||
Construction
|
756
|
|
4.3
|
|
|
681
|
|
3.8
|
|
|
781
|
|
5.0
|
|
|
724
|
|
4.5
|
|
|
839
|
|
3.6
|
|
|||||
Home Equity
|
915
|
|
7.1
|
|
|
1,031
|
|
7.9
|
|
|
973
|
|
7.9
|
|
|
910
|
|
7.7
|
|
|
859
|
|
8.1
|
|
|||||
Other residential
|
800
|
|
6.7
|
|
|
536
|
|
5.7
|
|
|
454
|
|
5.3
|
|
|
394
|
|
5.0
|
|
|
433
|
|
5.4
|
|
|||||
Installment and other consumer
|
310
|
|
1.5
|
|
|
378
|
|
1.6
|
|
|
372
|
|
1.7
|
|
|
425
|
|
1.6
|
|
|
566
|
|
1.2
|
|
|||||
Unallocated allowance
|
494
|
|
N/A
|
|
|
718
|
|
N/A
|
|
|
1,541
|
|
N/A
|
|
|
1,096
|
|
N/A
|
|
|
969
|
|
N/A
|
|
|||||
Total allowance for loan losses
|
$
|
15,821
|
|
|
|
$
|
15,767
|
|
|
|
$
|
15,442
|
|
|
|
$
|
14,999
|
|
|
|
$
|
15,099
|
|
|
|||||
Total percent
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
(dollars in thousands; unaudited)
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Beginning balance
|
$
|
15,767
|
|
$
|
15,442
|
|
$
|
14,999
|
|
$
|
15,099
|
|
$
|
14,224
|
|
Provision for (reversal of) loan losses
|
—
|
|
500
|
|
(1,850
|
)
|
500
|
|
750
|
|
|||||
Loans charged-off:
|
|
|
|
|
|
||||||||||
Commercial
|
(3
|
)
|
(289
|
)
|
(11
|
)
|
(5
|
)
|
(66
|
)
|
|||||
Real Estate:
|
|
|
|
|
|
||||||||||
Commercial, owner occupied
|
—
|
|
—
|
|
(20
|
)
|
—
|
|
—
|
|
|||||
Commercial, investor
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Construction
|
—
|
|
—
|
|
—
|
|
(839
|
)
|
(204
|
)
|
|||||
Home equity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Other residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Installment and other consumer
|
(2
|
)
|
(4
|
)
|
(5
|
)
|
(20
|
)
|
(7
|
)
|
|||||
Total loans charged-off
|
(5
|
)
|
(293
|
)
|
(36
|
)
|
(864
|
)
|
(277
|
)
|
|||||
Loans recovered:
|
|
|
|
|
|
||||||||||
Commercial
|
17
|
|
111
|
|
143
|
|
236
|
|
168
|
|
|||||
Real Estate:
|
|
|
|
|
|
||||||||||
Commercial, owner occupied
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|||||
Commercial, investor
|
—
|
|
—
|
|
2,156
|
|
23
|
|
45
|
|
|||||
Construction
|
—
|
|
—
|
|
—
|
|
—
|
|
96
|
|
|||||
Home equity
|
—
|
|
—
|
|
3
|
|
3
|
|
3
|
|
|||||
Other residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Installment and other consumer
|
42
|
|
7
|
|
27
|
|
2
|
|
85
|
|
|||||
Total loans recovered
|
59
|
|
118
|
|
2,329
|
|
264
|
|
402
|
|
|||||
Net loans recovered (charged-off)
|
54
|
|
(175
|
)
|
2,293
|
|
(600
|
)
|
125
|
|
|||||
Ending balance
|
$
|
15,821
|
|
$
|
15,767
|
|
$
|
15,442
|
|
$
|
14,999
|
|
$
|
15,099
|
|
Total loans outstanding at end of year, before deducting allowance for loan losses
|
$
|
1,763,864
|
|
$
|
1,679,013
|
|
$
|
1,486,616
|
|
$
|
1,451,208
|
|
$
|
1,363,351
|
|
Average total loans outstanding during year
|
$
|
1,704,390
|
|
$
|
1,511,503
|
|
$
|
1,452,357
|
|
$
|
1,354,564
|
|
$
|
1,317,794
|
|
Ratio of allowance for loan losses to total loans at end of year
|
0.90
|
%
|
0.94
|
%
|
1.04
|
%
|
1.03
|
%
|
1.11
|
%
|
|||||
Net recoveries (charge-offs) to average loans
|
0.003
|
%
|
(0.01
|
)%
|
0.16
|
%
|
(0.04
|
)%
|
0.01
|
%
|
|||||
Ratio of allowance for loan losses to net recoveries (charge-offs)
|
29,298.1
|
%
|
(9,009.7
|
)%
|
673.4
|
%
|
(2,499.8
|
)%
|
12,079.2
|
%
|
(dollars in thousands; unaudited)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
|||||
Non-accrual loans:
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
319
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21
|
|
$
|
—
|
|
Real Estate:
|
|
|
|
|
|
||||||||||
Commercial, owner-occupied
|
—
|
|
—
|
|
—
|
|
—
|
|
1,403
|
|
|||||
Commercial, investor
|
—
|
|
—
|
|
—
|
|
1,903
|
|
2,429
|
|
|||||
Construction
|
—
|
|
—
|
|
—
|
|
1
|
|
5,134
|
|
|||||
Home equity
|
313
|
|
406
|
|
91
|
|
171
|
|
280
|
|
|||||
Other residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Installment and other consumer
|
65
|
|
—
|
|
54
|
|
83
|
|
104
|
|
|||||
Total non-accrual loans
|
697
|
|
406
|
|
145
|
|
2,179
|
|
9,350
|
|
|||||
Other real estate owned
1
|
—
|
|
—
|
|
408
|
|
421
|
|
461
|
|
|||||
Total non-performing assets
|
$
|
697
|
|
$
|
406
|
|
$
|
553
|
|
$
|
2,600
|
|
$
|
9,811
|
|
Accruing restructured loans:
2
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
1,506
|
|
$
|
2,165
|
|
$
|
2,207
|
|
$
|
4,562
|
|
$
|
3,584
|
|
Real Estate:
|
|
|
|
|
|
||||||||||
Commercial, owner-occupied
|
6,993
|
|
6,999
|
|
6,993
|
|
6,993
|
|
7,056
|
|
|||||
Commercial, investor
|
1,821
|
|
2,171
|
|
2,256
|
|
513
|
|
524
|
|
|||||
Construction
|
2,688
|
|
2,969
|
|
3,245
|
|
3,237
|
|
550
|
|
|||||
Home equity
|
251
|
|
347
|
|
625
|
|
388
|
|
414
|
|
|||||
Other residential
|
462
|
|
1,148
|
|
1,965
|
|
2,011
|
|
2,045
|
|
|||||
Installment and other consumer
|
620
|
|
721
|
|
877
|
|
1,168
|
|
1,689
|
|
|||||
Total accruing restructured loans
|
14,341
|
|
16,520
|
|
18,168
|
|
18,872
|
|
15,862
|
|
|||||
Accreting impaired PCI loans:
3
|
|
|
|
|
|
||||||||||
Commercial real estate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Commercial
|
—
|
|
—
|
|
—
|
|
137
|
|
—
|
|
|||||
Construction
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
|||||
Total accreting impaired PCI loans
|
—
|
|
—
|
|
—
|
|
137
|
|
11
|
|
|||||
Total non-accrual loans (from above)
|
697
|
|
406
|
|
145
|
|
2,179
|
|
9,350
|
|
|||||
Total impaired loans
|
$
|
15,038
|
|
$
|
16,926
|
|
$
|
18,313
|
|
$
|
21,188
|
|
$
|
25,223
|
|
Allowance for loan losses to non-accrual loans at period end
|
2,270
|
%
|
3,883
|
%
|
10,650
|
%
|
688
|
%
|
162
|
%
|
|||||
Non-accrual loans to total loans
|
0.04
|
%
|
0.02
|
%
|
0.01
|
%
|
0.15
|
%
|
0.69
|
%
|
|||||
1
Other real estate owned decreased in 2017 from the sale of two properties obtained from a bank acquisition in 2013.
|
|||||||||||||||
2
Excludes TDR loans on non-accrual status.
|
|
|
|
|
|
||||||||||
3
The expected cash flows on these PCI loans declined post-acquisition, but continued to accrete interest based on the expected cash flows.
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
||||||||
(dollars in thousands; unaudited)
|
Amount
|
|
Percent
|
|
|
Amount
|
|
Percent
|
|
||
Non-interest bearing
1
|
$
|
1,085,870
|
|
50.3
|
%
|
|
$
|
899,289
|
|
48.3
|
%
|
Interest bearing transaction
|
143,706
|
|
6.7
|
|
|
105,544
|
|
5.6
|
|
||
Savings
|
178,907
|
|
8.3
|
|
|
167,190
|
|
9.0
|
|
||
Money market
1
|
612,372
|
|
28.4
|
|
|
542,592
|
|
29.2
|
|
||
Time deposits, including CDARS:
|
|
|
|
|
|
||||||
Less than $100,000
|
37,468
|
|
1.7
|
|
|
35,136
|
|
1.9
|
|
||
$100,000 or more
|
99,871
|
|
4.6
|
|
|
110,933
|
|
6.0
|
|
||
Total time deposits
|
137,339
|
|
6.3
|
|
|
146,069
|
|
7.9
|
|
||
Total average deposits
|
$
|
2,158,194
|
|
100.0
|
%
|
|
$
|
1,860,684
|
|
100.0
|
%
|
|
December 31,
|
|||||
(in thousands; unaudited)
|
2018
|
|
2017
|
|
||
Three months or less
|
$
|
25,512
|
|
$
|
36,669
|
|
Over three months through six months
|
13,201
|
|
20,617
|
|
||
Over six months through twelve months
|
13,997
|
|
22,638
|
|
||
Over twelve months
|
29,834
|
|
40,481
|
|
||
Total
|
$
|
82,544
|
|
$
|
120,405
|
|
|
Payments due by period
|
||||||||||||||
(in thousands; unaudited)
|
<1 year
|
|
1-3 years
|
|
4-5 years
|
|
>5 years
|
|
Total
|
|
|||||
Operating leases
|
$
|
4,206
|
|
$
|
5,807
|
|
$
|
2,248
|
|
$
|
1,938
|
|
$
|
14,199
|
|
Subordinated debentures
|
—
|
|
—
|
|
—
|
|
4,124
|
|
4,124
|
|
|||||
Certificates of deposit
|
76,880
|
|
28,077
|
|
12,202
|
|
23
|
|
117,182
|
|
|||||
Other long term liabilities (salary continuation payments)
1
|
28
|
|
122
|
|
304
|
|
1,473
|
|
1,927
|
|
|||||
Total
|
$
|
81,114
|
|
$
|
34,006
|
|
$
|
14,754
|
|
$
|
7,558
|
|
$
|
137,432
|
|
Table 16 Effect of Interest Rate Change on Net Interest Income (NII)
|
|
|
Immediate Changes in Interest Rates (in basis points)
|
Estimated Change in NII in Year 1 (as percent of NII)
|
Estimated Change in NII in Year 2 (as percent of NII)
|
up 400
|
(4.7)%
|
3.8%
|
up 300
|
(3.3)%
|
3.3%
|
up 200
|
(2.0)%
|
2.6%
|
up 100
|
(0.8)%
|
2.0%
|
down 100
|
(4.5)%
|
(8.2)%
|
down 200
|
(8.6)%
|
(17.1)%
|
BANK OF MARIN BANCORP
CONSOLIDATED
STATEMENTS OF
CONDITION
|
December 31, 2018 and 2017
|
(in thousands, except share data)
|
2018
|
2017
|
||||
Assets
|
|
|
|
|||
Cash and due from banks
|
$
|
34,221
|
|
$
|
203,545
|
|
Investment securities
|
|
|
|
|
||
Held-to-maturity, at amortized cost
|
157,206
|
|
151,032
|
|
||
Available-for-sale, at fair value
|
462,464
|
|
332,467
|
|
||
Total investment securities
|
619,670
|
|
483,499
|
|
||
Loans, net of allowance for loan losses of $15,821 and $15,767 at December 31, 2018 and 2017, respectively
|
1,748,043
|
|
1,663,246
|
|
||
Bank premises and equipment, net
|
7,376
|
|
8,612
|
|
||
Goodwill
|
30,140
|
|
30,140
|
|
||
Core deposit intangible
|
5,571
|
|
6,492
|
|
||
Interest receivable and other assets
|
75,871
|
|
72,620
|
|
||
Total assets
|
$
|
2,520,892
|
|
$
|
2,468,154
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Deposits
|
|
|
|
|
||
Non-interest bearing
|
$
|
1,066,051
|
|
$
|
1,014,103
|
|
Interest bearing
|
|
|
|
|
||
Transaction accounts
|
133,403
|
|
169,195
|
|
||
Savings accounts
|
178,429
|
|
178,473
|
|
||
Money market accounts
|
679,775
|
|
626,783
|
|
||
Time accounts
|
117,182
|
|
160,116
|
|
||
Total deposits
|
2,174,840
|
|
2,148,670
|
|
||
Federal Home Loan Bank borrowing
|
7,000
|
|
—
|
|
||
Subordinated debentures
|
2,640
|
|
5,739
|
|
||
Interest payable and other liabilities
|
20,005
|
|
16,720
|
|
||
Total liabilities
|
2,204,485
|
|
2,171,129
|
|
||
|
|
|
||||
Stockholders' Equity
|
|
|
|
|
||
Preferred stock, no par value,
Authorized - 5,000,000 shares, none issued |
—
|
|
—
|
|
||
Common stock, no par value,
Authorized - 30,000,000 shares; Issued and outstanding - 13,844,353 and 13,843,084 at December 31, 2018 and 2017, respectively |
140,565
|
|
143,967
|
|
||
Retained earnings
|
179,944
|
|
155,544
|
|
||
Accumulated other comprehensive loss, net
|
(4,102
|
)
|
(2,486
|
)
|
||
Total stockholders' equity
|
316,407
|
|
297,025
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,520,892
|
|
$
|
2,468,154
|
|
BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
Years ended December 31, 2018 and 2017
|
(in thousands, except per share amounts)
|
2018
|
2017
|
||||
Interest income
|
|
|
||||
Interest and fees on loans
|
$
|
79,527
|
|
$
|
66,799
|
|
Interest on investment securities
|
14,092
|
|
8,802
|
|
||
Interest on federal funds sold and due from banks
|
1,461
|
|
995
|
|
||
Total interest income
|
95,080
|
|
76,596
|
|
||
Interest expense
|
|
|
|
|
||
Interest on interest-bearing transaction accounts
|
226
|
|
108
|
|
||
Interest on savings accounts
|
72
|
|
66
|
|
||
Interest on money market accounts
|
1,355
|
|
555
|
|
||
Interest on time accounts
|
542
|
|
576
|
|
||
Interest on FHLB and overnight borrowings
|
2
|
|
—
|
|
||
Interest on subordinated debentures
|
1,339
|
|
439
|
|
||
Total interest expense
|
3,536
|
|
1,744
|
|
||
Net interest income
|
91,544
|
|
74,852
|
|
||
Provision for loan losses
|
—
|
|
500
|
|
||
Net interest income after provision for loan losses
|
91,544
|
|
74,352
|
|
||
Non-interest income
|
|
|
|
|
||
Service charges on deposit accounts
|
1,891
|
|
1,784
|
|
||
Wealth Management and Trust Services
|
1,919
|
|
2,090
|
|
||
Debit card interchange fees, net
|
1,561
|
|
1,531
|
|
||
Merchant interchange fees, net
|
378
|
|
398
|
|
||
Earnings on bank-owned life Insurance
|
913
|
|
845
|
|
||
Dividends on FHLB stock
|
959
|
|
766
|
|
||
Gains (losses) on investment securities, net
|
876
|
|
(185
|
)
|
||
Other income
|
1,642
|
|
1,039
|
|
||
Total non-interest income
|
10,139
|
|
8,268
|
|
||
Non-interest expense
|
|
|
|
|
||
Salaries and related benefits
|
33,335
|
|
29,958
|
|
||
Occupancy and equipment
|
5,976
|
|
5,472
|
|
||
Depreciation and amortization
|
2,143
|
|
1,941
|
|
||
Federal Deposit Insurance Corporation insurance
|
756
|
|
666
|
|
||
Data processing
|
4,358
|
|
4,906
|
|
||
Professional services
|
3,317
|
|
2,858
|
|
||
Directors' expense
|
700
|
|
720
|
|
||
Information technology
|
1,023
|
|
769
|
|
||
Provision for losses on off-balance sheet commitments
|
—
|
|
57
|
|
||
Other expense
|
6,658
|
|
6,435
|
|
||
Total non-interest expense
|
58,266
|
|
53,782
|
|
||
Income before provision for income taxes
|
43,417
|
|
28,838
|
|
||
Provision for income taxes
|
10,795
|
|
12,862
|
|
||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
Net income per common share:
1
|
|
|
||||
Basic
|
$
|
2.35
|
|
$
|
1.29
|
|
Diluted
|
$
|
2.33
|
|
$
|
1.27
|
|
Weighted average shares:
1
|
|
|
||||
Basic
|
13,864
|
|
12,392
|
|
||
Diluted
|
14,029
|
|
12,545
|
|
||
Comprehensive income:
|
|
|
|
|
||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
Other comprehensive (loss) income:
|
|
|
||||
Change in net unrealized gain or loss on available-for-sale securities
|
(1,707
|
)
|
3,671
|
|
||
Reclassification adjustment for losses on available-for-sale securities in net income
|
79
|
|
185
|
|
||
Net unrealized loss on securities transferred from available-for-sale to held-to-maturity
|
(278
|
)
|
(3,036
|
)
|
||
Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity
|
516
|
|
426
|
|
||
Subtotal
|
(1,390
|
)
|
1,246
|
|
||
Deferred tax (benefit) expense
|
(412
|
)
|
439
|
|
||
Other comprehensive (loss) income, net of tax
|
(978
|
)
|
807
|
|
||
Comprehensive income
|
$
|
31,644
|
|
$
|
16,783
|
|
BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
Years ended December 31, 2018 and 2017
|
(in thousands, except share data)
|
Common Stock
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Loss ("AOCL"),
Net of Taxes
|
|
Total
|
|
|||||||
Shares
1
|
|
Amount
|
|
|||||||||||
Balance at December 31, 2016
|
12,254,628
|
|
$
|
87,392
|
|
$
|
146,464
|
|
$
|
(3,293
|
)
|
$
|
230,563
|
|
Net income
|
—
|
|
—
|
|
15,976
|
|
—
|
|
15,976
|
|
||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
807
|
|
807
|
|
||||
Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings
|
18,532
|
|
28
|
|
—
|
|
—
|
|
28
|
|
||||
Stock issued under employee stock purchase plan
|
1,024
|
|
32
|
|
—
|
|
—
|
|
32
|
|
||||
Stock issued under employee stock ownership plan (" ESOP")
|
59,094
|
|
1,850
|
|
—
|
|
—
|
|
1,850
|
|
||||
Restricted stock granted
|
32,460
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Stock-based compensation - stock options
|
—
|
|
529
|
|
—
|
|
—
|
|
529
|
|
||||
Stock-based compensation - restricted stock
|
—
|
|
742
|
|
—
|
|
—
|
|
742
|
|
||||
Cash dividends paid on common stock ($.56 per share
1
)
|
—
|
|
—
|
|
(6,896
|
)
|
—
|
|
(6,896
|
)
|
||||
Stock purchased by directors under director stock plan
|
1,062
|
|
35
|
|
—
|
|
—
|
|
35
|
|
||||
Stock issued in payment of director fees
|
5,756
|
|
188
|
|
—
|
|
—
|
|
188
|
|
||||
Stock and stock options issued to Bank of Napa shareholders (net of payment for fractional shares of $14 thousand)
|
1,470,528
|
|
53,171
|
|
—
|
|
—
|
|
53,171
|
|
||||
Balance at December 31, 2017
|
13,843,084
|
|
$
|
143,967
|
|
$
|
155,544
|
|
$
|
(2,486
|
)
|
$
|
297,025
|
|
Net income
|
—
|
|
—
|
|
32,622
|
|
—
|
|
32,622
|
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(978
|
)
|
(978
|
)
|
||||
Reclassification of stranded tax effects in AOCI
|
—
|
|
—
|
|
638
|
|
(638
|
)
|
—
|
|
||||
Stock options exercised, net of shares surrendered for cashless exercises and tax withholdings
|
111,714
|
|
538
|
|
—
|
|
—
|
|
538
|
|
||||
Stock issued under employee stock purchase plan
|
1,036
|
|
39
|
|
—
|
|
—
|
|
39
|
|
||||
Stock issued under ESOP
|
29,600
|
|
1,173
|
|
—
|
|
—
|
|
1,173
|
|
||||
Restricted stock granted
|
37,040
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Restricted stock surrendered for tax withholdings upon vesting
|
(1,316
|
)
|
(45
|
)
|
—
|
|
—
|
|
(45
|
)
|
||||
Restricted stock forfeited / cancelled
|
(12,056
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Stock-based compensation - stock options
|
—
|
|
651
|
|
—
|
|
—
|
|
651
|
|
||||
Stock-based compensation - restricted stock
|
—
|
|
1,013
|
|
—
|
|
—
|
|
1,013
|
|
||||
Cash dividends paid on common stock ($.64 per share
1
)
|
—
|
|
—
|
|
(8,860
|
)
|
—
|
|
(8,860
|
)
|
||||
Stock purchased by directors under director stock plan
|
998
|
|
37
|
|
—
|
|
—
|
|
37
|
|
||||
Stock issued in payment of director fees
|
5,470
|
|
204
|
|
—
|
|
—
|
|
204
|
|
||||
Stock repurchased, net of commissions
|
(171,217
|
)
|
(7,012
|
)
|
—
|
|
—
|
|
(7,012
|
)
|
||||
Balance at December 31, 2018
|
13,844,353
|
|
$
|
140,565
|
|
$
|
179,944
|
|
$
|
(4,102
|
)
|
$
|
316,407
|
|
BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Years ended December 31, 2018 and 2017
|
(in thousands)
|
2018
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
||||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|||
Provision for loan losses
|
—
|
|
500
|
|
||
Provision for losses on off-balance sheet commitments
|
—
|
|
57
|
|
||
Write-down of deferred tax assets, net
|
—
|
|
3,017
|
|
||
Noncash contribution expense to employee stock ownership plan
|
1,173
|
|
1,152
|
|
||
Noncash director compensation expense-common stock
|
227
|
|
197
|
|
||
Stock-based compensation expense
|
1,664
|
|
1,271
|
|
||
Amortization of core deposit intangible
|
921
|
|
529
|
|
||
Amortization of investment security premiums, net of accretion of discounts
|
2,695
|
|
2,912
|
|
||
Accretion of discount on acquired loans
|
(807
|
)
|
(902
|
)
|
||
Accretion of discount on subordinated debentures
|
1,025
|
|
153
|
|
||
Net amortization of deferred loan origination costs/fees
|
183
|
|
65
|
|
||
Gain on sale of other real estate owned
|
—
|
|
(6
|
)
|
||
(Gain) loss on sale of investment securities
|
(876
|
)
|
185
|
|
||
Depreciation and amortization
|
2,143
|
|
1,941
|
|
||
Earnings on bank owned life insurance policies
|
(913
|
)
|
(845
|
)
|
||
Net change in operating assets and liabilities:
|
|
|
||||
Deferred rent and other rent-related expenses
|
(382
|
)
|
(12
|
)
|
||
Interest receivable and other assets
|
1,148
|
|
(278
|
)
|
||
Interest payable and other liabilities
|
1,284
|
|
1,035
|
|
||
Net cash provided by operating activities
|
42,107
|
|
26,947
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||
Purchase of held-to-maturity securities
|
(1,988
|
)
|
(4,497
|
)
|
||
Purchase of available-for-sale securities
|
(235,873
|
)
|
(118,666
|
)
|
||
Proceeds from sale of available-for-sale securities
|
16,972
|
|
55,408
|
|
||
Proceeds from paydowns/maturities of held-to-maturity securities
|
22,891
|
|
26,333
|
|
||
Proceeds from paydowns/maturities of available-for-sale securities
|
57,662
|
|
48,559
|
|
||
Proceeds from sale of Visa Inc. Class B restricted common stock
|
956
|
|
—
|
|
||
Loans originated and principal collected, net
|
(84,598
|
)
|
(57,181
|
)
|
||
Purchase of premises and equipment
|
(907
|
)
|
(1,434
|
)
|
||
Proceeds from sale of other real estate owned
|
—
|
|
414
|
|
||
Cash acquired from the Bank of Napa acquisition
|
—
|
|
59,779
|
|
||
Cash paid for low income housing investment
|
(418
|
)
|
(902
|
)
|
||
Net cash (used in) provided by investing activities
|
(225,303
|
)
|
7,813
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
||
Net increase in deposits
|
26,170
|
|
126,084
|
|
||
Proceeds from stock options exercised
|
591
|
|
88
|
|
||
Payment of tax withholding for stock options exercised and vesting of restricted stock
|
(99
|
)
|
(60
|
)
|
||
Federal Home Loan Bank borrowings
|
7,000
|
|
—
|
|
||
Repayment of subordinated debenture including execution costs
|
(4,137
|
)
|
—
|
|
||
Cash dividends paid on common stock
|
(8,860
|
)
|
(6,896
|
)
|
||
Stock repurchased, net of commissions
|
(6,869
|
)
|
—
|
|
||
Proceeds from stock issued under employee and director stock purchase plans and ESOP
|
76
|
|
765
|
|
||
Net cash provided by financing activities
|
13,872
|
|
119,981
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(169,324
|
)
|
154,741
|
|
||
Cash and cash equivalents at beginning of period
|
203,545
|
|
48,804
|
|
||
Cash and cash equivalents at end of period
|
$
|
34,221
|
|
$
|
203,545
|
|
Supplemental disclosure of cash flow items, non-cash investing and financing activities:
|
|
|
||||
Cash paid in interest
|
$
|
2,599
|
|
$
|
1,535
|
|
Cash paid in income taxes
|
$
|
8,380
|
|
$
|
9,761
|
|
Change in unrealized gain on available-for-sale securities
|
$
|
(1,707
|
)
|
$
|
3,671
|
|
Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity
|
$
|
516
|
|
$
|
426
|
|
Stock issued to ESOP
|
$
|
1,173
|
|
$
|
1,152
|
|
Stock issued in payment of director fees
|
$
|
204
|
|
$
|
188
|
|
Subscription in low income housing tax credit investment
|
$
|
3,000
|
|
$
|
—
|
|
Repurchase of stock not yet settled
|
$
|
143
|
|
$
|
—
|
|
Securities transferred from available-for-sale to held-to-maturity
|
$
|
27,422
|
|
$
|
128,965
|
|
Acquisition: Merger consideration - stock and stock options issued to the Bank of Napa shareholders
|
$
|
—
|
|
$
|
53,185
|
|
Fair value of assets acquired, excluding cash acquired
|
$
|
—
|
|
$
|
245,342
|
|
Fair value of liabilities assumed
|
$
|
—
|
|
$
|
251,938
|
|
•
|
The borrower has resumed paying the full amount of the principal and interest and we are satisfied with the borrower's financial position. In order to meet this test, we must have received repayment of all past due principal and interest, unless the amounts contractually due are reasonably assured of repayment within a reasonable period of time, and there has been a sustained period of repayment performance (generally,
six
consecutive monthly payments), according to the original contractual terms or modified terms for loans whose contractual terms have been restructured in a manner which grants a concession to a borrower experiencing financial difficulties (“troubled debt restructuring”).
|
•
|
The loan has become well secured and is in the process of collection.
|
•
|
Changes in interest rate indices for variable rate loans – Expected future cash flows are based on the variable rates in effect at the time of the regular evaluations of cash flows expected to be collected;
|
•
|
Changes in prepayment assumptions – Prepayments affect the estimated life of the loans which may change the amount of interest income, and possibly principal, expected to be collected; and
|
•
|
Changes in the expected principal and interest payments over the estimated life – Updates to expected cash flows are driven by the credit outlook and actions taken with borrowers. Changes in expected future cash flows from loan modifications are included in the regular evaluations of cash flows expected to be collected.
|
•
|
Loans secured by real estate:
|
•
|
Loans to finance agricultural production and other loans to farmers
|
•
|
Commercial and industrial loans
|
•
|
Loans to individuals for household, family and other personal expenditures (i.e., consumer loans)
|
•
|
Other loans
|
•
|
Changes in the nature and volume of the loan portfolio
|
•
|
Changes in the volume and severity of past due loans, the volume of non-accruals loans, and the volume and severity of adversely classified or graded loans
|
•
|
The existence and effect of individual loan and loan segment concentrations
|
•
|
Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere
|
•
|
Changes in the experience, ability, and depth of lending management and other relevant staff
|
•
|
Changes in the quality of our systematic loan review processes
|
•
|
Changes in economic and business conditions, and developments that affect the collectability of the portfolio
|
•
|
Changes in the value of underlying collateral, where applicable
|
•
|
The effect of other external factors such as legal and regulatory requirements on the level of estimated credit losses in the portfolio
|
•
|
The effect of acquisitions of other loan portfolios on our infrastructure, including risk associated with entering new geographic areas as a result of such acquisitions
|
•
|
The presence of specialized lending segments in the portfolio
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||
Core deposit intangible amortization
|
$
|
887
|
|
$
|
853
|
|
$
|
818
|
|
$
|
782
|
|
$
|
719
|
|
$
|
1,512
|
|
$
|
5,571
|
|
(in thousands, except per share data)
1
|
2018
|
|
2017
|
|
||
Weighted average basic shares outstanding
|
13,864
|
|
12,392
|
|
||
Potentially dilutive common shares related to:
|
|
|
||||
Stock options
|
136
|
|
123
|
|
||
Unvested restricted stock awards
|
29
|
|
30
|
|
||
Weighted average diluted shares outstanding
|
14,029
|
|
12,545
|
|
||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
Basic EPS
|
$
|
2.35
|
|
$
|
1.29
|
|
Diluted EPS
|
$
|
2.33
|
|
$
|
1.27
|
|
Weighted average anti-dilutive shares not included in the calculation of diluted EPS
|
44
|
|
42
|
|
•
|
Wealth Management & Trust ("WM&T") fees - WM&T services include, but are not limited to: customized investment advisory and management; administrative services such as bill pay and tax reporting; trust administration, estate settlement, custody and fiduciary services. Performance obligations for investment advisory and management services are generally satisfied over time. Revenue is recognized monthly according to a tiered fee schedule based on the client's month-end market value of assets under our management. WM&T does not earn revenue based on performance or incentives. Costs associated with WM&T revenue-generating activities, such as payments to sub-advisors, are recorded separately as part of professional service expenses when incurred.
|
•
|
Deposit account service charges - Service charges on deposit accounts consist of monthly maintenance fees, business account analysis fees, business online banking fees, check order charges, and other deposit account-related fees. Performance obligations for monthly maintenance fees and account analysis fees are satisfied, and the related revenue recognized, when we complete our performance obligation each month. Performance obligations related to transaction-based services (such as check orders) are satisfied, and the related revenue recognized, at a point in time when completed, except for business accounts subject to analysis where the transaction-based fees are part of the monthly account analysis fees.
|
•
|
Debit card interchange fees - We issue debit cards to our consumer and small business customers that allow them to purchase goods and services from merchants in person, online, or via mobile devices using funds held in their demand deposit accounts held with us. Debit cards issued to our customers are part of global electronic payment networks (such as Visa) who pass a portion of the merchant interchange fees to debit card-issuing member banks like us when our customers make purchases through their networks. Performance
|
•
|
Requires equity investments, except for those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
|
•
|
Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When impairment exists, an entity is required to measure the investment at fair value.
|
•
|
Eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value required under current standards for financial instruments measured at amortized cost on the consolidated balance sheet.
|
•
|
Requires public companies to use the exit price notion when measuring and disclosing the fair value of financial instruments.
|
•
|
Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||||||||
|
Amortized
|
|
Fair
|
|
Gross Unrealized
|
Amortized
|
|
Fair
|
|
Gross Unrealized
|
||||||||||||||
(in thousands)
|
Cost
|
|
Value
|
|
Gains
|
|
(Losses)
|
|
Cost
|
|
Value
|
|
Gains
|
|
(Losses)
|
|
||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities of U.S. government agencies:
|
|
|
|
|
|
|
|
|
||||||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
$
|
88,606
|
|
$
|
85,804
|
|
$
|
7
|
|
$
|
(2,809
|
)
|
$
|
100,376
|
|
$
|
100,096
|
|
$
|
234
|
|
$
|
(514
|
)
|
SBA-backed securities
|
8,720
|
|
8,757
|
|
37
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
CMOs issued by FNMA
|
11,447
|
|
11,327
|
|
—
|
|
(120
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
CMOs issued by FHLMC
|
33,583
|
|
33,021
|
|
8
|
|
(570
|
)
|
31,010
|
|
30,938
|
|
2
|
|
(74
|
)
|
||||||||
CMOs issued by GNMA
|
3,739
|
|
3,769
|
|
30
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Obligations of state and
political subdivisions
|
11,111
|
|
11,216
|
|
128
|
|
(23
|
)
|
19,646
|
|
19,998
|
|
383
|
|
(31
|
)
|
||||||||
Total held-to-maturity
|
157,206
|
|
153,894
|
|
210
|
|
(3,522
|
)
|
151,032
|
|
151,032
|
|
619
|
|
(619
|
)
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities of U.S. government agencies:
|
|
|
|
|
|
|
|
|
||||||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
95,339
|
|
94,467
|
|
358
|
|
(1,230
|
)
|
65,559
|
|
65,262
|
|
126
|
|
(423
|
)
|
||||||||
SBA-backed securities
|
50,722
|
|
50,781
|
|
465
|
|
(406
|
)
|
25,979
|
|
25,982
|
|
58
|
|
(55
|
)
|
||||||||
CMOs issued by FNMA
|
28,275
|
|
28,079
|
|
134
|
|
(330
|
)
|
35,340
|
|
35,125
|
|
33
|
|
(248
|
)
|
||||||||
CMOs issued by FHLMC
|
145,979
|
|
144,836
|
|
454
|
|
(1,597
|
)
|
70,514
|
|
69,889
|
|
3
|
|
(628
|
)
|
||||||||
CMOs issued by GNMA
|
11,294
|
|
11,021
|
|
1
|
|
(274
|
)
|
17,953
|
|
17,785
|
|
26
|
|
(194
|
)
|
||||||||
Debentures of government- sponsored agencies
|
52,956
|
|
53,018
|
|
185
|
|
(123
|
)
|
12,940
|
|
12,938
|
|
3
|
|
(5
|
)
|
||||||||
Privately issued CMOs
|
295
|
|
297
|
|
2
|
|
—
|
|
1,432
|
|
1,431
|
|
1
|
|
(2
|
)
|
||||||||
Obligations of state and
political subdivisions
|
79,046
|
|
77,960
|
|
134
|
|
(1,220
|
)
|
98,027
|
|
97,491
|
|
298
|
|
(834
|
)
|
||||||||
Corporate bonds
|
2,004
|
|
2,005
|
|
15
|
|
(14
|
)
|
6,541
|
|
6,564
|
|
26
|
|
(3
|
)
|
||||||||
Total available-for-sale
|
465,910
|
|
462,464
|
|
1,748
|
|
(5,194
|
)
|
334,285
|
|
332,467
|
|
574
|
|
(2,392
|
)
|
||||||||
Total investment securities
|
$
|
623,116
|
|
$
|
616,358
|
|
$
|
1,958
|
|
$
|
(8,716
|
)
|
$
|
485,317
|
|
$
|
483,499
|
|
$
|
1,193
|
|
$
|
(3,011
|
)
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||||||||
|
Held-to-Maturity
|
Available-for-Sale
|
Held-to-Maturity
|
Available-for-Sale
|
||||||||||||||||||||
(in thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
||||||||
Within one year
|
$
|
6,194
|
|
$
|
6,182
|
|
$
|
9,863
|
|
$
|
9,795
|
|
$
|
2,151
|
|
$
|
2,172
|
|
$
|
10,268
|
|
$
|
10,272
|
|
After one but within five years
|
5,481
|
|
5,492
|
|
84,871
|
|
84,435
|
|
15,577
|
|
15,791
|
|
71,576
|
|
71,237
|
|
||||||||
After five years through ten years
|
59,231
|
|
58,120
|
|
252,274
|
|
250,055
|
|
54,641
|
|
54,554
|
|
129,723
|
|
128,954
|
|
||||||||
After ten years
|
86,300
|
|
84,100
|
|
118,902
|
|
118,179
|
|
78,663
|
|
78,515
|
|
122,718
|
|
122,004
|
|
||||||||
Total
|
$
|
157,206
|
|
$
|
153,894
|
|
$
|
465,910
|
|
$
|
462,464
|
|
$
|
151,032
|
|
$
|
151,032
|
|
$
|
334,285
|
|
$
|
332,467
|
|
(in thousands)
|
2018
|
2017
|
||||
Available-for-sale:
|
|
|
||||
Sales proceeds
|
$
|
16,972
|
|
$
|
55,408
|
|
Gross realized gains
|
$
|
27
|
|
$
|
46
|
|
Gross realized losses
|
$
|
(106
|
)
|
$
|
(231
|
)
|
(in thousands)
|
December 31, 2018
|
December 31, 2017
|
||||
Pledged to the State of California:
|
|
|
||||
Secure public deposits in compliance with the Local Agency Security Program
|
$
|
125,696
|
|
$
|
107,829
|
|
Collateral for trust deposits
|
734
|
|
761
|
|
||
Total investment securities pledged to the State of California
|
$
|
126,430
|
|
$
|
108,590
|
|
Collateral for Wealth Management and Trust Services ("WMTS') checking account
|
$
|
2,000
|
|
$
|
2,026
|
|
December 31, 2018
|
< 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:
|
|
|
|
|
|
|
|
|
||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
$
|
198
|
|
$
|
(9
|
)
|
|
$
|
83,990
|
|
$
|
(2,800
|
)
|
|
$
|
84,188
|
|
$
|
(2,809
|
)
|
CMOs issued by FNMA
|
—
|
|
—
|
|
|
11,327
|
|
(120
|
)
|
|
11,327
|
|
(120
|
)
|
||||||
CMOs issued by FHLMC
|
2,880
|
|
(3
|
)
|
|
28,171
|
|
(567
|
)
|
|
31,051
|
|
(570
|
)
|
||||||
Obligations of state and political subdivisions
|
—
|
|
—
|
|
|
3,565
|
|
(23
|
)
|
|
3,565
|
|
(23
|
)
|
||||||
Total held-to-maturity
|
3,078
|
|
(12
|
)
|
|
127,053
|
|
(3,510
|
)
|
|
130,131
|
|
(3,522
|
)
|
||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
19,971
|
|
(128
|
)
|
|
50,077
|
|
(1,102
|
)
|
|
70,048
|
|
(1,230
|
)
|
||||||
SBA-backed securities
|
13,175
|
|
(122
|
)
|
|
20,123
|
|
(284
|
)
|
|
33,298
|
|
(406
|
)
|
||||||
CMOs issued by FNMA
|
2,345
|
|
(8
|
)
|
|
16,138
|
|
(322
|
)
|
|
18,483
|
|
(330
|
)
|
||||||
CMOs issued by FHLMC
|
24,094
|
|
(330
|
)
|
|
74,243
|
|
(1,267
|
)
|
|
98,337
|
|
(1,597
|
)
|
||||||
CMOs issued by GNMA
|
1,666
|
|
(7
|
)
|
|
9,112
|
|
(267
|
)
|
|
10,778
|
|
(274
|
)
|
||||||
Debentures of government-sponsored agencies
|
4,992
|
|
(8
|
)
|
|
11,349
|
|
(115
|
)
|
|
16,341
|
|
(123
|
)
|
||||||
Obligations of state and political subdivisions
|
15,290
|
|
(54
|
)
|
|
52,804
|
|
(1,166
|
)
|
|
68,094
|
|
(1,220
|
)
|
||||||
Corporate bonds
|
—
|
|
—
|
|
|
1,004
|
|
(14
|
)
|
|
1,004
|
|
(14
|
)
|
||||||
Privately issued CMO's
|
|
|
|
|
|
|
|
|
|
|
—
|
|
—
|
|
||||||
Total available-for-sale
|
81,533
|
|
(657
|
)
|
|
234,850
|
|
(4,537
|
)
|
|
316,383
|
|
(5,194
|
)
|
||||||
Total temporarily impaired securities
|
$
|
84,611
|
|
$
|
(669
|
)
|
|
$
|
361,903
|
|
$
|
(8,047
|
)
|
|
$
|
446,514
|
|
$
|
(8,716
|
)
|
December 31, 2017
|
< 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:
|
|
|
|
|
|
|
|
|
||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
$
|
16,337
|
|
$
|
(143
|
)
|
|
$
|
46,845
|
|
$
|
(371
|
)
|
|
$
|
63,182
|
|
$
|
(514
|
)
|
CMOs issued by FHLMC
|
11,066
|
|
(31
|
)
|
|
13,824
|
|
(43
|
)
|
|
24,890
|
|
(74
|
)
|
||||||
Obligations of state and political subdivisions
|
3,648
|
|
(31
|
)
|
|
—
|
|
—
|
|
|
3,648
|
|
(31
|
)
|
||||||
Total held-to-maturity
|
31,051
|
|
(205
|
)
|
|
60,669
|
|
(414
|
)
|
|
91,720
|
|
(619
|
)
|
||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||||||
MBS pass-through securities issued by FHLMC and FNMA
|
32,189
|
|
(121
|
)
|
|
15,325
|
|
(302
|
)
|
|
47,514
|
|
(423
|
)
|
||||||
SBA-backed securities
|
11,028
|
|
(53
|
)
|
|
165
|
|
(2
|
)
|
|
11,193
|
|
(55
|
)
|
||||||
CMOs issued by FNMA
|
26,401
|
|
(171
|
)
|
|
5,440
|
|
(77
|
)
|
|
31,841
|
|
(248
|
)
|
||||||
CMOs issued by FHLMC
|
69,276
|
|
(628
|
)
|
|
—
|
|
—
|
|
|
69,276
|
|
(628
|
)
|
||||||
CMOs issued by GNMA
|
14,230
|
|
(194
|
)
|
|
—
|
|
—
|
|
|
14,230
|
|
(194
|
)
|
||||||
Debentures of government- sponsored agencies
|
2,984
|
|
(5
|
)
|
|
—
|
|
—
|
|
|
2,984
|
|
(5
|
)
|
||||||
Obligations of state and political subdivisions
|
52,197
|
|
(288
|
)
|
|
19,548
|
|
(546
|
)
|
|
71,745
|
|
(834
|
)
|
||||||
Corporate bonds
|
3,060
|
|
(3
|
)
|
|
|
|
|
|
|
3,060
|
|
(3
|
)
|
||||||
Privately issued CMO's
|
1,310
|
|
(2
|
)
|
|
—
|
|
—
|
|
|
1,310
|
|
(2
|
)
|
||||||
Total available-for-sale
|
212,675
|
|
(1,465
|
)
|
|
40,478
|
|
(927
|
)
|
|
253,153
|
|
(2,392
|
)
|
||||||
Total temporarily impaired securities
|
$
|
243,726
|
|
$
|
(1,670
|
)
|
|
$
|
101,147
|
|
$
|
(1,341
|
)
|
|
$
|
344,873
|
|
$
|
(3,011
|
)
|
Loan Aging Analysis by Class
|
||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||||||||||
30-59 days past due
|
$
|
5
|
|
$
|
—
|
|
$
|
1,004
|
|
$
|
—
|
|
$
|
—
|
|
|
|
$
|
112
|
|
$
|
1,121
|
|
|
60-89 days past due
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total past due
|
5
|
|
—
|
|
1,004
|
|
—
|
|
—
|
|
—
|
|
112
|
|
1,121
|
|
||||||||
Current
|
230,734
|
|
313,277
|
|
872,406
|
|
76,423
|
|
124,696
|
|
117,847
|
|
27,360
|
|
1,762,743
|
|
||||||||
Total loans
2
|
$
|
230,739
|
|
$
|
313,277
|
|
$
|
873,410
|
|
$
|
76,423
|
|
$
|
124,696
|
|
$
|
117,847
|
|
$
|
27,472
|
|
$
|
1,763,864
|
|
Non-accrual loans
1
|
$
|
319
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
313
|
|
$
|
—
|
|
$
|
65
|
|
$
|
697
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
30-59 days past due
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
99
|
|
$
|
255
|
|
$
|
330
|
|
$
|
684
|
|
60-89 days past due
|
1,340
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,340
|
|
||||||||
90 days or more past due
|
—
|
|
—
|
|
—
|
|
—
|
|
307
|
|
—
|
|
—
|
|
307
|
|
||||||||
Total past due
|
1,340
|
|
—
|
|
—
|
|
—
|
|
406
|
|
255
|
|
330
|
|
2,331
|
|
||||||||
Current
|
234,495
|
|
300,963
|
|
822,984
|
|
63,828
|
|
132,061
|
|
95,271
|
|
27,080
|
|
1,676,682
|
|
||||||||
Total loans
2
|
$
|
235,835
|
|
$
|
300,963
|
|
$
|
822,984
|
|
$
|
63,828
|
|
$
|
132,467
|
|
$
|
95,526
|
|
$
|
27,410
|
|
$
|
1,679,013
|
|
Non-accrual loans
1
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
406
|
|
$
|
—
|
|
$
|
—
|
|
$
|
406
|
|
Credit Risk Profile by Internally Assigned Risk Grade
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Purchased credit-impaired
|
|
Total
|
|
|||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Pass
|
$
|
219,625
|
|
$
|
299,998
|
|
$
|
870,443
|
|
$
|
73,735
|
|
$
|
122,844
|
|
$
|
117,847
|
|
$
|
27,312
|
|
$
|
2,112
|
|
$
|
1,733,916
|
|
Special Mention
|
9,957
|
|
4,106
|
|
2,156
|
|
—
|
|
1,121
|
|
—
|
|
—
|
|
—
|
|
17,340
|
|
|||||||||
Substandard
|
1,126
|
|
7,986
|
|
—
|
|
2,688
|
|
648
|
|
—
|
|
160
|
|
—
|
|
12,608
|
|
|||||||||
Total loans
|
$
|
230,708
|
|
$
|
312,090
|
|
$
|
872,599
|
|
$
|
76,423
|
|
$
|
124,613
|
|
$
|
117,847
|
|
$
|
27,472
|
|
$
|
2,112
|
|
$
|
1,763,864
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pass
|
$
|
214,636
|
|
$
|
281,104
|
|
$
|
818,570
|
|
$
|
60,859
|
|
$
|
130,558
|
|
$
|
95,526
|
|
$
|
27,287
|
|
$
|
1,325
|
|
$
|
1,629,865
|
|
Special Mention
|
9,318
|
|
9,284
|
|
1,850
|
|
—
|
|
—
|
|
—
|
|
—
|
|
790
|
|
21,242
|
|
|||||||||
Substandard
|
11,816
|
|
9,409
|
|
1,774
|
|
2,969
|
|
1,815
|
|
—
|
|
123
|
|
—
|
|
27,906
|
|
|||||||||
Total loans
|
$
|
235,770
|
|
$
|
299,797
|
|
$
|
822,194
|
|
$
|
63,828
|
|
$
|
132,373
|
|
$
|
95,526
|
|
$
|
27,410
|
|
$
|
2,115
|
|
$
|
1,679,013
|
|
•
|
The loan is subsequently refinanced or restructured at current market interest rates and the new terms are consistent with the treatment of creditworthy borrowers under regular underwriting standards;
|
•
|
The borrower is no longer considered to be in financial difficulty;
|
•
|
Performance on the loan is reasonably assured; and
|
•
|
Existing loan did not have any forgiveness of principal or interest.
|
(in thousands)
|
As of
|
|||||
Recorded investment in Troubled Debt Restructurings
1
|
December 31, 2018
|
|
December 31, 2017
|
|
||
Commercial and industrial
|
$
|
1,506
|
|
$
|
2,165
|
|
Commercial real estate, owner-occupied
|
6,993
|
|
6,999
|
|
||
Commercial real estate, investor
|
1,821
|
|
2,171
|
|
||
Construction
|
2,688
|
|
2,969
|
|
||
Home equity
|
251
|
|
347
|
|
||
Other residential
|
462
|
|
1,148
|
|
||
Installment and other consumer
2
|
685
|
|
721
|
|
||
Total
|
$
|
14,406
|
|
$
|
16,520
|
|
(dollars in thousands)
|
Number of Contracts Modified
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment at Period End
|
|
|||
TDRs modified during 2018:
|
|
|
|
|
|
|
|
||||
Commercial and industrial
|
2
|
|
$
|
254
|
|
$
|
245
|
|
$
|
172
|
|
TDRs modified during 2017:
|
|
|
|
|
|
|
|
||||
Installment and other consumer
|
1
|
|
$
|
50
|
|
$
|
50
|
|
$
|
47
|
|
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Total
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|||||||||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
||||||||||||||||||
With no specific allowance recorded
|
$
|
303
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,688
|
|
$
|
313
|
|
$
|
462
|
|
$
|
111
|
|
$
|
3,877
|
|
With a specific allowance recorded
|
1,522
|
|
6,993
|
|
1,821
|
|
—
|
|
251
|
|
—
|
|
574
|
|
11,161
|
|
||||||||
Total recorded investment in impaired loans
|
$
|
1,825
|
|
$
|
6,993
|
|
$
|
1,821
|
|
$
|
2,688
|
|
$
|
564
|
|
$
|
462
|
|
$
|
685
|
|
$
|
15,038
|
|
Unpaid principal balance of impaired loans
|
$
|
1,813
|
|
$
|
6,993
|
|
$
|
1,812
|
|
$
|
2,688
|
|
$
|
562
|
|
$
|
461
|
|
$
|
684
|
|
$
|
15,013
|
|
Specific allowance
|
$
|
466
|
|
$
|
189
|
|
$
|
45
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
$
|
73
|
|
$
|
778
|
|
Average recorded investment in impaired loans during 2018
|
$
|
1,980
|
|
$
|
7,000
|
|
$
|
1,904
|
|
$
|
2,803
|
|
$
|
671
|
|
$
|
915
|
|
$
|
704
|
|
$
|
15,977
|
|
Interest income recognized on impaired loans during 2018
1
|
$
|
239
|
|
$
|
266
|
|
$
|
83
|
|
$
|
156
|
|
$
|
19
|
|
$
|
45
|
|
$
|
29
|
|
$
|
837
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
With no specific allowance recorded
|
$
|
309
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,689
|
|
$
|
406
|
|
$
|
995
|
|
$
|
46
|
|
$
|
4,445
|
|
With a specific allowance recorded
|
1,856
|
|
6,999
|
|
2,171
|
|
280
|
|
347
|
|
153
|
|
675
|
|
12,481
|
|
||||||||
Total recorded investment in impaired loans
|
$
|
2,165
|
|
$
|
6,999
|
|
$
|
2,171
|
|
$
|
2,969
|
|
$
|
753
|
|
$
|
1,148
|
|
$
|
721
|
|
$
|
16,926
|
|
Unpaid principal balance of impaired loans
|
$
|
2,278
|
|
$
|
6,993
|
|
$
|
2,168
|
|
$
|
2,963
|
|
$
|
750
|
|
$
|
1,147
|
|
$
|
720
|
|
$
|
17,019
|
|
Specific allowance
|
$
|
50
|
|
$
|
188
|
|
$
|
159
|
|
$
|
7
|
|
$
|
6
|
|
$
|
1
|
|
$
|
102
|
|
$
|
513
|
|
Average recorded investment in impaired loans during 2017
|
$
|
2,113
|
|
$
|
6,998
|
|
$
|
2,842
|
|
$
|
3,132
|
|
$
|
679
|
|
$
|
1,324
|
|
$
|
841
|
|
$
|
17,929
|
|
Interest income recognized on impaired loans during 2017
1
|
$
|
202
|
|
$
|
266
|
|
$
|
87
|
|
$
|
147
|
|
$
|
24
|
|
$
|
62
|
|
$
|
37
|
|
$
|
825
|
|
1
Interest income recognized on a cash basis totaled $135 thousand and $100 thousand in 2018 and 2017, respectively, and was primarily related to the payoff of non-accrual commercial PCI loans.
|
Allowance for Loan Losses Rollforward for the Year Ended
|
|||||||||||||||||||||||||||
(in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
3,654
|
|
$
|
2,294
|
|
$
|
6,475
|
|
$
|
681
|
|
$
|
1,031
|
|
$
|
536
|
|
$
|
378
|
|
$
|
718
|
|
$
|
15,767
|
|
Provision (reversal)
|
(1,232
|
)
|
113
|
|
1,228
|
|
75
|
|
(116
|
)
|
264
|
|
(108
|
)
|
(224
|
)
|
—
|
|
|||||||||
Charge-offs
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
(5
|
)
|
|||||||||
Recoveries
|
17
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
42
|
|
—
|
|
59
|
|
|||||||||
Ending balance
|
$
|
2,436
|
|
$
|
2,407
|
|
$
|
7,703
|
|
$
|
756
|
|
$
|
915
|
|
$
|
800
|
|
$
|
310
|
|
$
|
494
|
|
$
|
15,821
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Beginning balance
|
$
|
3,248
|
|
$
|
1,753
|
|
$
|
6,320
|
|
$
|
781
|
|
$
|
973
|
|
$
|
454
|
|
$
|
372
|
|
$
|
1,541
|
|
$
|
15,442
|
|
Provision (reversal)
|
584
|
|
541
|
|
155
|
|
(100
|
)
|
58
|
|
82
|
|
3
|
|
(823
|
)
|
500
|
|
|||||||||
Charge-offs
|
(289
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(293
|
)
|
|||||||||
Recoveries
|
111
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7
|
|
—
|
|
118
|
|
|||||||||
Ending balance
|
$
|
3,654
|
|
$
|
2,294
|
|
$
|
6,475
|
|
$
|
681
|
|
$
|
1,031
|
|
$
|
536
|
|
$
|
378
|
|
$
|
718
|
|
$
|
15,767
|
|
Allowance for Loan Losses and Recorded Investment In Loans
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
1,970
|
|
$
|
2,218
|
|
$
|
7,658
|
|
$
|
756
|
|
$
|
910
|
|
$
|
800
|
|
$
|
237
|
|
$
|
494
|
|
$
|
15,043
|
|
Ending ALLL related to loans individually evaluated for impairment
|
466
|
|
189
|
|
45
|
|
—
|
|
5
|
|
—
|
|
73
|
|
—
|
|
778
|
|
|||||||||
Ending ALLL related to purchased credit-impaired loans
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
2,436
|
|
$
|
2,407
|
|
$
|
7,703
|
|
$
|
756
|
|
$
|
915
|
|
$
|
800
|
|
$
|
310
|
|
$
|
494
|
|
$
|
15,821
|
|
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Collectively evaluated for impairment
|
$
|
228,883
|
|
$
|
305,097
|
|
$
|
870,778
|
|
$
|
73,735
|
|
$
|
124,049
|
|
$
|
117,385
|
|
$
|
26,787
|
|
$
|
—
|
|
$
|
1,746,714
|
|
Individually evaluated for impairment
|
1,825
|
|
6,993
|
|
1,821
|
|
2,688
|
|
564
|
|
462
|
|
685
|
|
—
|
|
15,038
|
|
|||||||||
Purchased credit-impaired
|
31
|
|
1,187
|
|
811
|
|
—
|
|
83
|
|
—
|
|
—
|
|
—
|
|
2,112
|
|
|||||||||
Total
|
$
|
230,739
|
|
$
|
313,277
|
|
$
|
873,410
|
|
$
|
76,423
|
|
$
|
124,696
|
|
$
|
117,847
|
|
$
|
27,472
|
|
$
|
—
|
|
$
|
1,763,864
|
|
Ratio of allowance for loan losses to total loans
|
1.06
|
%
|
0.77
|
%
|
0.88
|
%
|
0.99
|
%
|
0.73
|
%
|
0.68
|
%
|
1.13
|
%
|
NM
|
|
0.90
|
%
|
|||||||||
Allowance for loan losses to non-accrual loans
|
764
|
%
|
NM
|
|
NM
|
|
NM
|
|
292
|
%
|
NM
|
|
477
|
%
|
NM
|
|
2,270
|
%
|
Allowance for Loan Losses and Recorded Investment In Loans
|
|||||||||||||||||||||||||||
(dollars in thousands)
|
Commercial and industrial
|
|
Commercial real estate, owner-occupied
|
|
Commercial real estate, investor
|
|
Construction
|
|
Home equity
|
|
Other residential
|
|
Installment and other consumer
|
|
Unallocated
|
|
Total
|
|
|||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending ALLL related to loans collectively evaluated for impairment
|
$
|
3,604
|
|
$
|
2,106
|
|
$
|
6,316
|
|
$
|
674
|
|
$
|
1,025
|
|
$
|
535
|
|
$
|
276
|
|
$
|
718
|
|
$
|
15,254
|
|
Ending ALLL related to loans individually evaluated for impairment
|
50
|
|
188
|
|
159
|
|
7
|
|
6
|
|
1
|
|
102
|
|
—
|
|
513
|
|
|||||||||
Ending ALLL related to purchased credit-impaired loans
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
3,654
|
|
$
|
2,294
|
|
$
|
6,475
|
|
$
|
681
|
|
$
|
1,031
|
|
$
|
536
|
|
$
|
378
|
|
$
|
718
|
|
$
|
15,767
|
|
Loans outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Collectively evaluated for impairment
|
$
|
233,605
|
|
$
|
292,798
|
|
$
|
820,023
|
|
$
|
60,859
|
|
$
|
131,620
|
|
$
|
94,378
|
|
$
|
26,689
|
|
$
|
—
|
|
$
|
1,659,972
|
|
Individually evaluated for impairment
|
2,165
|
|
6,999
|
|
2,171
|
|
2,969
|
|
753
|
|
1,148
|
|
721
|
|
—
|
|
16,926
|
|
|||||||||
Purchased credit-impaired
|
65
|
|
1,166
|
|
790
|
|
—
|
|
94
|
|
—
|
|
—
|
|
—
|
|
2,115
|
|
|||||||||
Total
|
$
|
235,835
|
|
$
|
300,963
|
|
$
|
822,984
|
|
$
|
63,828
|
|
$
|
132,467
|
|
$
|
95,526
|
|
$
|
27,410
|
|
$
|
—
|
|
$
|
1,679,013
|
|
Ratio of allowance for loan losses to total loans
|
1.55
|
%
|
0.76
|
%
|
0.79
|
%
|
1.07
|
%
|
0.78
|
%
|
0.56
|
%
|
1.38
|
%
|
NM
|
|
0.94
|
%
|
|||||||||
Allowance for loan losses to non-accrual loans
|
NM
|
|
NM
|
|
NM
|
|
NM
|
|
254
|
%
|
NM
|
|
NM
|
|
NM
|
|
3,883
|
%
|
PCI Loans
|
December 31, 2018
|
December 31, 2017
|
||||||||||
(in thousands)
|
Unpaid Principal Balance
|
|
Carrying Value
|
|
Unpaid Principal Balance
|
|
Carrying Value
|
|
||||
Commercial and industrial
|
$
|
89
|
|
$
|
31
|
|
$
|
276
|
|
$
|
65
|
|
Commercial real estate, owner occupied
|
1,247
|
|
1,187
|
|
1,297
|
|
1,166
|
|
||||
Commercial real estate, investor
|
1,033
|
|
811
|
|
1,064
|
|
790
|
|
||||
Home equity
|
210
|
|
83
|
|
231
|
|
94
|
|
||||
Total purchased credit-impaired loans
|
$
|
2,579
|
|
$
|
2,112
|
|
$
|
2,868
|
|
$
|
2,115
|
|
Accretable Yield
|
Years ended
|
|||||
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
||
Balance at beginning of period
|
$
|
1,254
|
|
$
|
1,476
|
|
Additions
|
—
|
|
109
|
|
||
Accretion
|
(320
|
)
|
(331
|
)
|
||
Balance at end of period
|
$
|
934
|
|
$
|
1,254
|
|
(in thousands)
|
2018
|
|
2017
|
|
||
Balance at beginning of year
|
$
|
11,852
|
|
$
|
1,988
|
|
Additions
|
863
|
|
3,186
|
|
||
Advances
|
—
|
|
74
|
|
||
Repayments
|
(2,080
|
)
|
(128
|
)
|
||
Reclassified due to a change in borrower status
1
|
—
|
|
6,732
|
|
||
Balance at end of year
|
$
|
10,635
|
|
$
|
11,852
|
|
(in thousands)
|
2018
|
|
2017
|
|
||
Leasehold improvements
|
$
|
15,024
|
|
$
|
14,937
|
|
Furniture and equipment
|
10,839
|
|
11,113
|
|
||
Subtotal
|
25,863
|
|
26,050
|
|
||
Accumulated depreciation and amortization
|
(18,487
|
)
|
(17,438
|
)
|
||
Bank premises and equipment, net
|
$
|
7,376
|
|
$
|
8,612
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
||
Time deposits of less than $100 thousand
|
$
|
34,638
|
|
$
|
39,361
|
|
Time deposits of $100 thousand to $250 thousand
|
51,690
|
|
68,391
|
|
||
Time deposits of more than $250 thousand
|
30,854
|
|
52,364
|
|
||
Total time deposits
|
$
|
117,182
|
|
$
|
160,116
|
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||
Scheduled maturities of time deposits
|
$
|
76,880
|
|
$
|
13,711
|
|
$
|
14,366
|
|
$
|
8,138
|
|
$
|
4,064
|
|
$
|
23
|
|
$
|
117,182
|
|
(in thousands)
|
|
||
Subordinated debentures due to NorCal Community Bancorp Trust II on March 15, 2036 with interest payable quarterly, based on 3-month LIBOR plus 1.40%, repricing quarterly (4.19% as of December 31, 2018), redeemable, in whole or in part, on any interest payment date
|
$
|
4,124
|
|
|
2018
|
|
2017
|
||||||||||||||
(dollars in thousands)
|
Carrying Value
|
|
Average Balance
|
|
Average Rate
|
|
|
Carrying Value
|
|
Average Balance
|
|
Average Rate
|
|
||||
FHLB overnight borrowings
|
$
|
7,000
|
|
$
|
105
|
|
2.03
|
%
|
|
$
|
—
|
|
$
|
1
|
|
1.75
|
%
|
FHLB fixed-rate advances
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Subordinated debentures
|
$
|
2,640
|
|
$
|
5,025
|
|
26.29
|
%
|
1
|
$
|
5,739
|
|
$
|
5,664
|
|
7.65
|
%
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
(in thousands)
|
|
Weighted Average Grant-Date Fair Value
|
|
Weighted Average Remaining Contractual Term
(in years)
|
|||
Options outstanding at December 31, 2016
|
363,578
|
|
$
|
20.60
|
|
$
|
5,190
|
|
|
|
5.77
|
|
Granted
1
|
201,328
|
|
19.89
|
|
|
|
$
|
16.31
|
|
|
||
Cancelled, expired or forfeited
|
(4,022
|
)
|
21.99
|
|
|
|
|
|
|
|||
Exercised
|
(42,948
|
)
|
19.31
|
|
585
|
|
|
|
|
|||
Options outstanding at December 31, 2017
|
517,936
|
|
20.42
|
|
7,075
|
|
|
|
5.34
|
|||
Exercisable (vested) at December 31, 2017
|
384,344
|
|
17.85
|
|
6,212
|
|
|
|
4.42
|
|||
Options outstanding at December 31, 2017
|
517,936
|
|
20.42
|
|
7,075
|
|
|
|
5.34
|
|||
Granted
|
74,096
|
|
33.97
|
|
|
|
7.17
|
|
|
|||
Cancelled, expired or forfeited
|
(9,140
|
)
|
28.25
|
|
|
|
|
|
|
|||
Exercised
|
(157,192
|
)
|
13.93
|
|
3,462
|
|
|
|
|
|||
Options outstanding at December 31, 2018
|
425,700
|
|
25.01
|
|
6,910
|
|
|
|
5.85
|
|||
Exercisable (vested) at December 31, 2018
|
311,050
|
|
22.57
|
|
5,809
|
|
|
|
4.94
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|
|
Non-vested awards at December 31, 2016
|
79,398
|
|
$
|
24.08
|
|
Granted
|
32,460
|
|
34.80
|
|
|
Vested
|
(20,642
|
)
|
22.89
|
|
|
Non-vested awards at December 31, 2017
|
91,216
|
|
28.16
|
|
|
Granted
|
37,040
|
|
33.58
|
|
|
Vested
|
(28,812
|
)
|
26.06
|
|
|
Cancelled or forfeited
|
(12,056
|
)
|
27.32
|
|
|
Non-vested awards at December 31, 2018
|
87,388
|
|
31.26
|
|
|
Stock Options Outstanding as of December 31, 2018
|
|
Stock Options Exercisable as of December 31, 2018
|
|||||||||
Range of Exercise Prices
|
Stock Options Outstanding
|
|
Remaining Contractual Life (in years)
|
Weighted Average Exercise Price
|
|
|
Stock Options Exercisable
|
|
Weighted Average Exercise Price
|
|
||
$0.00 - $10.00
|
4,604
|
|
3.1
|
$
|
8.96
|
|
|
4,604
|
|
$
|
8.96
|
|
$10.01 - $20.00
|
110,394
|
|
2.3
|
16.94
|
|
|
110,394
|
|
16.94
|
|
||
$20.01 - $30.00
|
179,828
|
|
6.0
|
23.73
|
|
|
151,808
|
|
23.63
|
|
||
$30.01 - $40.00
|
127,040
|
|
8.8
|
33.94
|
|
|
40,410
|
|
33.78
|
|
||
$40.01 - $50.00
|
3,834
|
|
9.5
|
40.70
|
|
|
3,834
|
|
40.70
|
|
||
|
425,700
|
|
|
|
|
|
311,050
|
|
|
|
|
Years ended December 31,
|
|||
|
2018
|
|
2017
|
|
Risk-free interest rate
|
2.60
|
%
|
1.66
|
%
|
Expected dividend yield on common stock
|
1.76
|
%
|
1.70
|
%
|
Expected life in years
|
5.9
|
|
2.4
|
|
Expected price volatility
|
22.47
|
%
|
25.58
|
%
|
|
Years ended December 31,
|
|||||
(in thousands except per share data)
|
2018
|
|
2017
|
|
||
Cash dividends to common stockholders
|
$
|
8,860
|
|
$
|
6,896
|
|
Cash dividends per common share
|
$
|
0.64
|
|
$
|
0.56
|
|
(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)
|
|
Measurement Categories: Changes in Fair Value Recorded In
1
|
||||
December 31, 2018
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
||||||||
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government agencies
|
$
|
278,403
|
|
$
|
—
|
|
$
|
278,403
|
|
$
|
—
|
|
OCI
|
SBA-backed securities
|
$
|
50,781
|
|
$
|
—
|
|
$
|
50,781
|
|
$
|
—
|
|
OCI
|
Debentures of government sponsored agencies
|
$
|
53,018
|
|
$
|
—
|
|
$
|
53,018
|
|
$
|
—
|
|
OCI
|
Privately-issued collateralized mortgage obligations
|
$
|
297
|
|
$
|
—
|
|
$
|
297
|
|
$
|
—
|
|
OCI
|
Obligations of state and political subdivisions
|
$
|
77,960
|
|
$
|
—
|
|
$
|
77,960
|
|
$
|
—
|
|
OCI
|
Corporate bonds
|
$
|
2,005
|
|
$
|
—
|
|
$
|
2,005
|
|
$
|
—
|
|
OCI
|
Derivative financial assets (interest rate contracts)
|
$
|
161
|
|
$
|
—
|
|
$
|
161
|
|
$
|
—
|
|
NI
|
Derivative financial liabilities (interest rate contracts)
|
$
|
375
|
|
$
|
—
|
|
$
|
375
|
|
$
|
—
|
|
NI
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities and collateralized mortgage obligations issued by U.S. government agencies
|
$
|
188,061
|
|
$
|
—
|
|
$
|
188,061
|
|
$
|
—
|
|
OCI
|
SBA-backed securities
|
$
|
25,982
|
|
$
|
—
|
|
$
|
25,817
|
|
$
|
165
|
|
OCI
|
Debentures of government sponsored agencies
|
$
|
12,938
|
|
$
|
—
|
|
$
|
12,938
|
|
$
|
—
|
|
OCI
|
Privately-issued collateralized mortgage obligations
|
$
|
1,431
|
|
$
|
—
|
|
$
|
1,431
|
|
$
|
—
|
|
OCI
|
Obligations of state and political subdivisions
|
$
|
97,491
|
|
$
|
—
|
|
$
|
97,491
|
|
$
|
—
|
|
OCI
|
Corporate bonds
|
$
|
6,564
|
|
$
|
—
|
|
$
|
6,564
|
|
$
|
—
|
|
OCI
|
Derivative financial assets (interest rate contracts)
|
$
|
74
|
|
$
|
—
|
|
$
|
74
|
|
$
|
—
|
|
NI
|
Derivative financial liabilities (interest rate contracts)
|
$
|
740
|
|
$
|
—
|
|
$
|
740
|
|
$
|
—
|
|
NI
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
|
Carrying Amounts
|
|
Fair Value
|
|
Fair Value Hierarchy
|
||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
34,221
|
|
$
|
34,221
|
|
Level 1
|
|
$
|
203,545
|
|
$
|
203,545
|
|
Level 1
|
Investment securities held-to-maturity
|
157,206
|
|
153,894
|
|
Level 2
|
|
151,032
|
|
151,032
|
|
Level 2
|
||||
Loans, net
|
1,748,043
|
|
1,700,971
|
|
Level 3
|
|
1,663,246
|
|
1,650,198
|
|
Level 3
|
||||
Interest receivable
|
8,292
|
|
8,292
|
|
Level 2
|
|
7,501
|
|
7,501
|
|
Level 2
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits
|
117,182
|
|
116,584
|
|
Level 2
|
|
160,116
|
|
159,540
|
|
Level 2
|
||||
Subordinated debentures
|
2,640
|
|
3,268
|
|
Level 3
|
|
5,739
|
|
5,118
|
|
Level 3
|
||||
Interest payable
|
104
|
|
104
|
|
Level 2
|
|
191
|
|
191
|
|
Level 2
|
(in thousands)
|
2018
|
|
2017
|
|
||
Current tax provision
|
|
|
||||
Federal
|
$
|
7,289
|
|
$
|
5,379
|
|
State
|
4,722
|
|
2,623
|
|
||
Total current
|
12,011
|
|
8,002
|
|
||
Deferred tax (benefit) provision
|
|
|
||||
Federal
|
(898
|
)
|
4,444
|
|
||
State
|
(318
|
)
|
416
|
|
||
Total deferred
|
(1,216
|
)
|
4,860
|
|
||
Total income tax provision
|
$
|
10,795
|
|
$
|
12,862
|
|
(in thousands)
|
2018
|
|
2017
|
|
||
Deferred tax assets:
|
|
|
||||
Allowance for loan losses and off-balance sheet credit commitments
|
$
|
4,960
|
|
$
|
4,945
|
|
Net operating loss carryforwards
|
2,271
|
|
2,629
|
|
||
Net unrealized loss on securities available-for-sale
|
1,800
|
|
1,405
|
|
||
Deferred compensation plan and salary continuation plan
|
1,940
|
|
1,744
|
|
||
State franchise tax
|
993
|
|
557
|
|
||
Accrued but unpaid expenses
|
1,153
|
|
212
|
|
||
Fair value adjustment on acquired loans
|
364
|
|
570
|
|
||
Deferred rent and other lease incentives
|
224
|
|
328
|
|
||
Depreciation and disposals on premises and equipment
|
584
|
|
632
|
|
||
Stock-based compensation
|
517
|
|
463
|
|
||
Interest received on non-accrual loans
|
114
|
|
130
|
|
||
Other
|
215
|
|
266
|
|
||
Total gross deferred tax assets
|
15,135
|
|
13,881
|
|
||
Deferred tax liabilities:
|
|
|
||||
Deferred loan origination costs and fees
|
(2,360
|
)
|
(2,153
|
)
|
||
Unaccreted discount on subordinated debentures
|
(439
|
)
|
(742
|
)
|
||
Core deposit intangible assets
|
(1,647
|
)
|
(1,919
|
)
|
||
Accretion on investment securities
|
(67
|
)
|
(56
|
)
|
||
Other
|
(204
|
)
|
(221
|
)
|
||
Total gross deferred tax liabilities
|
(4,717
|
)
|
(5,091
|
)
|
||
Net deferred tax assets
|
$
|
10,418
|
|
$
|
8,790
|
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||
Operating leases
|
$
|
4,206
|
|
$
|
3,760
|
|
$
|
2,047
|
|
$
|
1,282
|
|
$
|
966
|
|
$
|
1,938
|
|
$
|
14,199
|
|
|
Asset derivatives
|
Liability derivatives
|
||||||||||
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
||||
Fair value hedges:
|
|
|
|
|
||||||||
Interest rate contracts notional amount
|
$
|
8,895
|
|
$
|
4,019
|
|
$
|
9,016
|
|
$
|
14,810
|
|
Interest rate contracts fair value
1
|
$
|
161
|
|
$
|
74
|
|
$
|
375
|
|
$
|
740
|
|
|
Carrying Amounts of Hedged Assets
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Loans
|
||||||||||
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
||||
Loans
|
$
|
17,917
|
|
$
|
19,260
|
|
$
|
6
|
|
$
|
431
|
|
|
Years ended December 31,
|
|||||
(in thousands)
|
2018
|
|
2017
|
|
||
Interest and fees on loans
1
|
$
|
79,527
|
|
$
|
66,799
|
|
|
|
|
||||
Increase in value of designated interest rate swaps due to LIBOR interest rate movements
|
$
|
452
|
|
$
|
212
|
|
Payment on interest rate swaps
|
(149
|
)
|
(333
|
)
|
||
Decrease in value of hedged loans
|
(425
|
)
|
(166
|
)
|
||
Decrease in value of yield maintenance agreement
|
(14
|
)
|
(15
|
)
|
||
Net loss on fair value hedging derivatives recognized against loan interest income
2
|
$
|
(136
|
)
|
$
|
(302
|
)
|
Offsetting of Financial Assets and Derivative Assets
|
||||||||||||||||||
|
|
|
|
Gross Amounts Not Offset in the Statements of Condition
|
|
|||||||||||||
|
|
Gross Amounts
|
Net Amounts
|
|
|
|
||||||||||||
|
Gross Amounts
|
Offset in the
|
of Assets Presented
|
|
|
|
||||||||||||
|
of Recognized
|
Statements of
|
in the Statements
|
Financial
|
Cash Collateral
|
|
||||||||||||
(in thousands)
|
Assets
1
|
Condition
|
of Condition
1
|
Instruments
|
Received
|
Net Amount
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
161
|
|
$
|
—
|
|
$
|
161
|
|
$
|
(161
|
)
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
161
|
|
$
|
—
|
|
$
|
161
|
|
$
|
(161
|
)
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
74
|
|
$
|
—
|
|
$
|
74
|
|
$
|
(74
|
)
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
74
|
|
$
|
—
|
|
$
|
74
|
|
$
|
(74
|
)
|
$
|
—
|
|
$
|
—
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
||||||||||||||||||
|
|
|
|
Gross Amounts Not Offset in the Statements of Condition
|
|
|||||||||||||
|
|
Gross Amounts
|
Net Amounts of
|
|
|
|
||||||||||||
|
Gross Amounts
|
Offset in the
|
Liabilities Presented
|
|
|
|
||||||||||||
|
of Recognized
|
Statements of
|
in the Statements of
|
Financial
|
Cash Collateral
|
|
||||||||||||
(in thousands)
|
Liabilities
2
|
Condition
|
Condition
2
|
Instruments
|
Pledged
|
Net Amount
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
375
|
|
$
|
—
|
|
$
|
375
|
|
$
|
(161
|
)
|
—
|
|
$
|
214
|
|
|
Total
|
$
|
375
|
|
$
|
—
|
|
$
|
375
|
|
$
|
(161
|
)
|
$
|
—
|
|
$
|
214
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
||||||||||||
Derivatives by Counterparty:
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
740
|
|
$
|
—
|
|
$
|
740
|
|
$
|
(74
|
)
|
(666
|
)
|
$
|
—
|
|
|
Total
|
$
|
740
|
|
$
|
—
|
|
$
|
740
|
|
$
|
(74
|
)
|
$
|
(666
|
)
|
$
|
—
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
||
Commercial lines of credit
|
$
|
238,361
|
|
$
|
224,370
|
|
Revolving home equity lines
|
189,971
|
|
177,678
|
|
||
Undisbursed construction loans
|
46,229
|
|
35,322
|
|
||
Personal and other lines of credit
|
14,109
|
|
11,758
|
|
||
Standby letters of credit
|
2,636
|
|
4,074
|
|
||
Total commitments and standby letters of credit
|
$
|
491,306
|
|
$
|
453,202
|
|
CONDENSED UNCONSOLIDATED STATEMENTS OF CONDITION
|
||||||
December 31, 2018 and 2017
|
||||||
(in thousands)
|
2018
|
2017
|
||||
Assets
|
|
|
||||
Cash and due from Bank of Marin
|
$
|
19,144
|
|
$
|
3,246
|
|
Investment in bank subsidiary
|
299,953
|
|
299,486
|
|
||
Other assets
|
331
|
|
586
|
|
||
Total assets
|
$
|
319,428
|
|
$
|
303,318
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
||||
Subordinated debentures
|
$
|
2,640
|
|
$
|
5,739
|
|
Accrued expenses payable
|
51
|
|
146
|
|
||
Other liabilities
|
330
|
|
408
|
|
||
Total liabilities
|
3,021
|
|
6,293
|
|
||
Stockholders' equity
|
316,407
|
|
297,025
|
|
||
Total liabilities and stockholders' equity
|
$
|
319,428
|
|
$
|
303,318
|
|
CONDENSED UNCONSOLIDATED STATEMENTS OF INCOME
|
||||||
Years ended December 31, 2018 and 2017
|
||||||
(in thousands)
|
2018
|
2017
|
||||
Income
|
|
|
||||
Dividends from bank subsidiary
|
$
|
36,700
|
|
$
|
8,000
|
|
Miscellaneous Income
|
9
|
|
8
|
|
||
Total income
|
36,709
|
|
8,008
|
|
||
Expense
|
|
|
||||
Interest expense
|
1,339
|
|
439
|
|
||
Non-interest expense
|
1,275
|
|
2,087
|
|
||
Total expense
|
2,614
|
|
2,526
|
|
||
Income before income taxes and equity in undistributed net income of subsidiary
|
34,095
|
|
5,482
|
|
||
Income tax benefit
|
770
|
|
876
|
|
||
Income before equity in undistributed net income of subsidiary
|
34,865
|
|
6,358
|
|
||
Earnings of bank subsidiary (less) greater than dividends received from bank subsidiary
|
(2,243
|
)
|
9,618
|
|
||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
CONDENSED UNCONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||
Years ended December 31, 2018 and 2017
|
||||||
(in thousands)
|
2018
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
||||
Net income
|
$
|
32,622
|
|
$
|
15,976
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
||||
Earnings of bank subsidiary greater (less) than dividends received from bank subsidiary
|
2,243
|
|
(9,618
|
)
|
||
Net change in operating assets and liabilities:
|
|
|
||||
Accretion of discount on subordinated debentures
|
1,025
|
|
153
|
|
||
Other assets
|
36
|
|
92
|
|
||
Intercompany receivable
|
—
|
|
(40
|
)
|
||
Other liabilities
|
(86
|
)
|
51
|
|
||
Noncash director compensation expense - common stock
|
23
|
|
20
|
|
||
Net cash provided by operating activities
|
35,863
|
|
6,634
|
|
||
Cash Flows from Investing Activities:
|
|
|
||||
Capital contribution to subsidiary
|
(667
|
)
|
(853
|
)
|
||
Net cash used in investing activities
|
(667
|
)
|
(853
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
||||
Proceeds from stock options exercised and stock issued under employee and director stock purchase plans and ESPP
|
667
|
|
853
|
|
||
Repayment of subordinate debenture including execution costs
|
(4,137
|
)
|
—
|
|
||
Payment of tax withholdings for stock options exercised
|
(99
|
)
|
(60
|
)
|
||
Dividends paid on common stock
|
(8,860
|
)
|
(6,896
|
)
|
||
Stock repurchased, net of commissions
|
(6,869
|
)
|
—
|
|
||
Net cash used by financing activities
|
(19,298
|
)
|
(6,103
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
15,898
|
|
(322
|
)
|
||
Cash and cash equivalents at beginning of period
|
3,246
|
|
3,568
|
|
||
Cash and cash equivalents at end of period
|
$
|
19,144
|
|
$
|
3,246
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
||||
Stock issued in payment of director fees
|
$
|
204
|
|
$
|
188
|
|
Repurchase of stock not yet settled
|
$
|
143
|
|
$
|
—
|
|
Stock issued to ESOP
|
$
|
1,173
|
|
$
|
1,152
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Herewith
|
2.01
|
8-K
|
001-33572
|
2.1
|
August 2, 2017
|
|
|
3.01
|
10-Q
|
001-33572
|
3.01
|
November 7, 2007
|
|
|
3.02
|
10-Q
|
001-33572
|
3.02
|
May 9, 2011
|
|
|
3.02a
|
8-K
|
001-33572
|
3.03
|
July 6, 2015
|
|
|
4.01
|
8-A12B
|
001-33572
|
4.1
|
July 7, 2017
|
|
|
10.01
|
S-8
|
333-218274
|
4.1
|
May 26, 2017
|
|
|
10.02
|
S-8
|
333-221219
|
4.1
|
October 30, 2017
|
|
|
10.03
|
S-8
|
333-227840
|
4.1
|
October 15, 2018
|
|
|
10.04
|
S-8
|
333-167639
|
4.1
|
June 21, 2010
|
|
|
10.05
|
10-Q
|
001-33572
|
10.06
|
November 7, 2007
|
|
|
10.06
|
8-K
|
001-33572
|
10.1
|
January 26, 2009
|
|
|
10.07
|
8-K
|
001-33572
|
99.1
|
October 21, 2010
|
|
|
10.08
|
8-K
|
001-33572
|
10.1
|
January 6, 2011
|
|
|
10.09
|
8-K
|
001-33572
|
10.4
|
January 6, 2011
|
|
|
10.10
|
8-K
|
001-33572
|
10.2
|
November 4, 2014
|
|
|
10.11
|
8-K
|
001-33572
|
10.3
|
November 4, 2014
|
|
|
10.12
|
8-K
|
001-33572
|
10.4
|
June 2, 2015
|
|
|
10.13
|
8-K
|
001-33572
|
10.1
|
October 31, 2007
|
|
|
11.01
|
|
|
|
|
Filed
|
|
14.02
|
|
|
|
|
Filed
|
|
23.01
|
|
|
|
|
Filed
|
|
31.01
|
|
|
|
|
Filed
|
|
31.02
|
|
|
|
|
Filed
|
|
32.01
|
|
|
|
|
Filed
|
|
101.01*
|
XBRL Interactive Data File
|
|
|
|
|
Furnished
|
|
|
|
Bank of Marin Bancorp (registrant)
|
|
|
|
|
|
March 14, 2019
|
|
/s/ Tani Girton
|
|
Date
|
|
Tani Girton
|
|
|
|
Executive Vice President & Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Russell A. Colombo
|
|
|
|
|
Russell A. Colombo
|
|
|
|
|
President & Chief Executive Officer, Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Tani Girton
|
|
|
|
|
Tani Girton
|
|
|
|
|
Executive Vice President & Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Cecilia Situ
|
|
|
|
|
Cecilia Situ
|
|
|
|
|
First Vice President & Manager of Finance & Treasury
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
Members of Bank of Marin Bancorp's Board of Directors
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Brian M. Sobel
|
|
|
|
|
Brian M. Sobel
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Steven I. Barlow
|
|
|
|
|
Steven I. Barlow
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ James C. Hale
|
|
|
|
|
James C. Hale
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Robert Heller
|
|
|
|
|
Robert Heller
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Norma J. Howard
|
|
|
|
|
Norma J. Howard
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Kevin R. Kennedy
|
|
|
|
|
Kevin R. Kennedy
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ William H. McDevitt, Jr.
|
|
|
|
|
William H. McDevitt, Jr.
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Leslie E. Murphy
|
|
|
|
|
Leslie E. Murphy
|
|
|
|
|
|
|
Dated:
|
March 14, 2019
|
|
/s/ Joel Sklar
|
|
|
|
|
Joel Sklar, M.D.
|
1.
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
2.
|
full, fair, accurate, timely, and understandable disclosure in reports and documents that a company files with, or submits to, the Commission and in other public communications made by the company;
|
3.
|
compliance with applicable governmental laws, rules and regulations;
|
4.
|
the prompt internal reporting of Code violations to an appropriate person or persons identified in the Code; and
|
5.
|
accountability for adherence to the Code.
|
1.
|
Not be a signer on any account over which you exercise control as a Company employee.
|
2.
|
Not be a signer on any customer’s account, act as a co-tenant of a safe deposit box, or otherwise represent another customer in dealings with the Company, excluding accounts or boxes where the other customer is related to you by blood or marriage or where you act in official capacity as an officer of a nonprofit. You may not process your own transactions.
|
3.
|
Not enter into any business relationship (e.g., partnerships, joint ventures, syndicates) with present or prospective customers or suppliers.
|
4.
|
Unless prior approval of the Chief Credit Officer is obtained as well as any necessary Board approval under Regulation O, not extend credit to: (a) any customers, if the proceeds are to be given or loaned to you or used to pay a debt owed by you, or to benefit you, a family member or a close relative; (b) any customers, if the loan, in whole or in part, will enable them to purchase real or personal property from you, a family member or a close relative; (c) any company in which you have an interest as a director, officer, controlling person or partner, or in which a family member or close relative has such an interest; or (d) customers or vendors of the Company by way of loaning your own funds or personal credit by a guarantee or similar means.
|
5.
|
Not make a loan to any public bank examiner who examines or has the authority to examine the Company.
|
1.
|
Acceptance of gifts, gratuities, amenities or favors based on family relationships (e.g., from a parent, child or spouse of a Company employee) where the circumstances make it clear that it is those relationships, rather than the business of the Company, which are the motivating factors.
|
2.
|
Acceptance of meals, refreshments, travel arrangements, accommodations, or entertainment, all of reasonable value and in the regular course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions, provided the expenses would be paid for by the Company as a reasonable business expense, if not paid for by another party.
|
3.
|
Acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, except where prohibited by law.
|
4.
|
Acceptance of civic, charitable, educational or religious organization awards for recognition of service in an amount of $200 or less during any twelve month period.
|
5.
|
Acceptance of advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items.
|
6.
|
Acceptance of discounts or rebates on merchandise or services that are offered by a third party to the general public.
|
1.
|
All assets, liabilities and transactions of the Company should be accurately recorded in accordance with the Company’s record keeping procedures and generally accepted accounting principles;
|
2.
|
No false or misleading entries are permitted to be knowingly made or caused to be made in the Company’s record books, even if such entries would not be material to the Company or its operations as a whole;
|
3.
|
Any entries that are inaccurate should be reported to management. False or irregular entries should be promptly reported to a member of the Audit Committee for an immediate corrective action; and
|
4.
|
All entries must be supported by documentation adequate to permit the books and records to be verified by audit.
|
1.
|
Accepting anything of value (except an employee’s salary or other compensation paid or sanctioned by the Company) in connection with Company business (See “Gifts/the Bank Bribery Act” page 6);
|
2.
|
Willfully making any false or untrue entry or willful omission in any book or record of the Company;
|
4.
|
Willfully making any statement or rumor which is derogatory and untrue regarding the financial condition of any bank doing business in California;
|
5.
|
Intentionally failing to make Currency Transaction Reports or other reports required under the Bank Secrecy Act (collectively referred to as “CTRs”), or assisting in the structuring of a transaction to avoid the filing of a CTR, as required by law;
|
7.
|
Issuing unauthorized obligations (such as certificates of deposit, notes or mortgages);
|
9.
|
Unless specifically permitted by law, making a loan or giving a gift to a regulator who has the authority to examine any Company affiliate;
|
12.
|
Loaning funds to, or depositing funds with third parties with the understanding, express or implied, that the party receiving such funds will make a loan or pay any consideration to you.
|
•
|
Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company, to the extent relevant to his/her responsibilities.
|
•
|
Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations.
|
•
|
Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others.)
|
•
|
Take appropriate steps, including consulting with other Company officers and employees, to assure that reports and disclosures they issue comply with the spirit as well as the actual federal law and SEC regulations regarding full and accurate disclosures.
|
1.
|
Employment by a company or personally engaging in any activity that is competitive with the Company.
|
2.
|
Employment which involves the use of the Company’s equipment, supplies or facilities.
|
3.
|
Employment which involves the preparation, audit or certification of statements, tax returns or other documents upon which the Company may place reliance for lending or other purposes. If you prepare income tax returns for individuals or entities other than yourself, you must obtain confirmation from your potential client that the client does not intend to use your work product as part of any transaction with the Company.
|
4.
|
Employment which involves the rendering of investment, legal or other advice, or exercising judgment which is based upon information, reports or analyses that are accessible
primarily
from or through your employment with the Company.
|
5.
|
Employment under circumstances which may suggest the sponsorship or support of the Company on behalf of the outside employer or an outside organization.
|
7.
|
Employment as a real estate salesperson, broker, agent or contractor (except with the prior written approval of the Human Resources Director). Prior written approval is required since there are a number of potential conflict of interest situations, as well as possible violations of banking laws, which must scrupulously be avoided in this area).
|
1.
|
I have reviewed this annual report on Form 10-K of Bank of Marin Bancorp (the Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
March 14, 2019
|
|
/s/ Russell A. Colombo
|
Date
|
|
Russell A. Colombo
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Bank of Marin Bancorp (the Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
|
March 14, 2019
|
|
/s/ Tani Girton
|
Date
|
|
Tani Girton
|
|
|
Chief Financial Officer
|
March 14, 2019
|
|
/s/ Russell A. Colombo
|
Date
|
|
Russell A. Colombo
|
|
|
President &
|
|
|
Chief Executive Officer
|
March 14, 2019
|
|
/s/ Tani Girton
|
Date
|
|
Tani Girton
|
|
|
Executive Vice President &
|
|
|
Chief Financial Officer
|