Investor Relations

Press Release

Bank of Marin Bancorp Reports Increased Annual Earnings

Company Release - 1/25/2010 9:00 AM ET

Continued Focus on Strong Community Banking Fundamentals Contributes to Steady Growth

NOVATO, Calif.--(BUSINESS WIRE)-- Bank of Marin Bancorp ("Bancorp")(NASDAQ: BMRC) announced 2009 earnings of $12.8 million, an increase of $615 thousand, or 5.1%, from 2008. Fourth-quarter 2009 earnings were $2.8 million, an increase of $9 thousand or 0.3%, from the same period a year ago. Diluted earnings per share were $2.19 for the year 2009 and $0.52 for the fourth quarter 2009, compared to $2.31 for the year 2008 and $0.52 for the fourth quarter of 2008. 2009 diluted earnings per share were reduced by $0.25 related to Bancorp's participation and withdrawal from the TCPP1 and $0.06 related to an FDIC2 special assessment, respectively, as discussed later.

"We are pleased to close 2009 with solid year-over-year earnings growth. Our commitment to strong customer relationships and responsible lending has contributed to our consistent results," said Russell A. Colombo, President and Chief Executive Officer.

Bancorp also provided the following highlights on its operating and financial performance for the fourth quarter and year ended December 31, 2009:

    --  Bank of Marin (the "Bank") became the largest community bank in Marin
        County, CA3 with substantial deposit growth of $91.8 million, or 10.8%,
        over a year ago; deposits totaled $944.1 million at December 31, 2009.
    --  Bancorp reported a robust net interest margin of 5.18% in the fourth
        quarter.
    --  Total risk-based capital ratio for Bancorp grew to 12.3%, up from 12.1%
        at September 30, 2009, and continues to be well above industry standards
        for a well-capitalized institution.
    --  In the fourth quarter, Bancorp paid an increased quarterly cash dividend
        of $0.15 per share, up from $0.14 in the previous quarter.
    --  In 2009, Bank of Marin gave back to the community in the form of
        charitable contributions more than 1% of its pre-tax earnings. For seven
        consecutive years, the Bank has received an award recognizing us as part
        of a small group of corporations that contributes at this high level.

Loans and Credit Quality

Total loans reached $917.7 million at the end of 2009, representing growth of $27.2 million or a 3.1% increase from the end of last year. The mix of loans reflects an increase in home equity lines of credit and a decrease in construction loans as a percentage of total loans.

"We are committed to actively lend with a focus in our local community," said Christina J. Cook, Chief Financial Officer. "Our emphasis on prudent lending standards and active management of relationships have kept the credit losses in our loan portfolio at a manageable level."

Non-performing loans totaled $11.6 million, or 1.26% of Bancorp's loan portfolio at December 31, 2009 compared to $6.0 million, or 0.66% of Bancorp's loan portfolio at September 30, 2009 and $6.7 million or 0.75% a year ago. Accruing loans past due 30 to 89 days declined to $835 thousand at December 31, 2009 from $4.4 million at both September 30, 2009 and December 31, 2008.

The provision for loan losses totaled $5.5 million in 2009 compared to $5.0 million in 2008. The allowance for loan losses of $10.6 million totaled 1.16% of loans at December 31, 2009, compared to 1.12% a year ago and 1.21% at September 30, 2009. The higher level of nonperforming loans in the quarter did not require a higher level of allowance for loan loss due to the fact that these loans are well secured and have been written down to their net realizable value based on current appraisals.

Deposits

Total deposits grew $91.8 million or 10.8% over a year ago. New deposit account openings during 2009 increased 19% over 2008. Non-interest bearing deposits totaled 24.4% of total deposits at December 31, 2009, an increase from 23.6% a year ago. In September 2009, Bank of Marin opened the new Greenbrae branch, which has generated $13.7 million in deposits by December 31, 2009.

"Our healthy deposit growth during 2009 is a reflection of the confidence and trust our community continues to place in us," said Colombo. "As a result, we continue to grow market share and enjoy the largest community bank presence in our primary market of Marin County."

Earnings

Diluted earnings per common share for 2009 were reduced by $0.25 resulting from Bancorp's early repurchase of the preferred stock that had been issued under the TCPP and dividends on the preferred stock. Further, earnings reflected a special assessment imposed by the FDIC of $496 thousand in the second quarter of 2009, which reduced 2009 diluted earnings per share by $0.06. 2008 net income included a pre-tax non-recurring gain of $457 thousand recorded in the first quarter related to the mandatory redemption of a portion of Bank of Marin's shares in Visa Inc., and the reversal of a pre-tax charge of $242 thousand that was originally recorded in the fourth quarter of 2007, for the potential obligation to Visa Inc. in connection with certain litigation indemnifications provided to Visa Inc. by Visa member banks. These two non-recurring items positively impacted 2008 diluted earnings per share by $0.08.

Net interest income of $13.4 million in the quarter ended December 31, 2009 increased $541 thousand, or 4.2%, from the same quarter last year, and 2009 net interest income increased $4.2 million, or 8.7% from last year. The increases reflect growth in interest-earning assets and a reduced cost of funds, partially offset by decreased loan yields, primarily due to a lower-rate environment. The tax-equivalent net interest margin was 5.18% in the fourth quarter of 2009 compared to 5.36% in the fourth quarter of 2008. The tax-equivalent net interest margin was 5.17% in 2009 compared to 5.41% in 2008. Decreases in the tax-equivalent net interest margin were primarily due to the downward re-pricing of the Bank's loan portfolio in a declining rate environment and to a lesser extent, interest foregone on non-accrual loans (representing a three basis-point and a seven basis-point reduction to the net interest margin in the quarter and year ended December 31, 2009, respectively, compared to one basis point and two basis points the quarter and year ended December 31, 2008, respectively).

Non-interest income totaled $1.3 million in the fourth quarter of 2009, an increase of $160 thousand or 13.5% from the same period last year. Non-interest income totaled $5.2 million in 2009, a decrease of $174 thousand or 3.2% from 2008. 2008 non-interest income included the $457 thousand pre-tax non-recurring gain on the sale of Visa Inc. shares in the first quarter of 2008, as discussed above.

Non-interest expense totaled $7.8 million in the fourth quarter of 2009, an increase of $669 thousand or 9.4% from the same period last year, mainly due to higher personnel costs and occupancy costs associated with branch expansion, higher FDIC insurance expense due to a higher FDIC insurance rate and an increased deposit level, as well as higher professional service fees related to consulting projects. Non-interest expense in 2009 increased $3.0 million, or 10.5%, from last year. The increase reflects $1.3 million more in FDIC insurance expense related to a significantly higher FDIC insurance assessment rate, including a $496 thousand special assessment of five basis points on total assets minus Tier 1 capital as of June 30, 2009, and increased deposits levels. The increase also reflects higher personnel and occupancy costs as discussed above, operational losses, and increased legal fees in connection with Bancorp's participation and termination in the TCPP program as well as legal fees associated with loans.

About Bank of Marin Bancorp

Bank of Marin Bancorp's assets currently exceed $1 billion. Bank of Marin, as the sole subsidiary of Bancorp, is the number one community bank in Marin County with thirteen branch offices in the Bay Area and a commercial loan production office in San Francisco. The Bank's Administrative offices are located in Novato, California and its Wealth Management Services are located in Greenbrae, Novato and Petaluma, California. Bank of Marin is included in the Russell 2000 Small-Cap Index, is recognized as one of thirty top performing small-cap banks by Sandler O'Neill + Partners, and has received the highest five star rating from Bauer Financial for more than ten years. (www.bauerfinancial.com). Celebrating its 20th anniversary in 2010, Bank of Marin has been recognized as one of the "Best Places to Work in the Bay Area" and one of the "Top Corporate Philanthropists" by the San Francisco Business Times.

Forward Looking Statements

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "intend," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, the current financial turmoil in the United States and abroad, changes in interest rates, deposit flows, real estate values, and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors affecting Bancorp's operations, pricing, products and services. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

1The U.S. Department of the Treasury Capital Purchase Program. In March 2009, Bancorp repurchased all 28,000 shares of preferred stock issued under the U.S. Department of the Treasury (the "Treasury") Capital Purchase Program on December 5, 2008. A total of $28.2 million was paid to the Treasury, including accrued dividends of $179 thousand. Warrants that were issued to the Treasury as part of the TCPP to purchase 154,242 shares of common stock at a per share exercise price of $27.23 remain outstanding. On June 26, 2009, the Treasury issued guidance on the process banks can use to repurchase warrants under the TCPP. Bancorp currently does not intend to repurchase the warrants from the Treasury under these guidelines.

2Federal Deposit Insurance Corporation

3 Based on FDIC deposit market share data as of June 30, 2009.

BANK OF MARIN BANCORP

FINANCIAL HIGHLIGHTS

Year To Year Comparison

December 31, 2009

(dollars in thousands, except
share data; unaudited)

FOURTH QUARTER  QTD 2009         QTD 2008             CHANGE         % CHANGE

NET INCOME      $ 2,802          $ 2,793              $ 9            0.3   %

DILUTED
EARNINGS PER    $ 0.52           $ 0.52               $ 0.00         0.0   %
COMMON SHARE

RETURN ON
AVERAGE ASSETS    0.97        %    1.10            %    (0.13    %)  (11.8 %)
(ROA)

RETURN ON
AVERAGE EQUITY    10.15       %    10.59           %    (0.44    %)  (4.2  %)
(ROE)

EFFICIENCY        52.70       %    50.56           %    2.14     %   4.2   %
RATIO

TAX-EQUIVALENT
NET INTEREST      5.18        %    5.36            %    (0.18    %)  (3.4  %)
MARGIN4

NET             $ 3,025          $ 1,521              $ 1,504        98.9  %
CHARGE-OFFS

NET
CHARGE-OFFS TO    0.33        %    0.18            %    0.15     %   83.3  %
AVERAGE LOANS

YEAR TO DATE    YTD 2009         YTD 2008             CHANGE         % CHANGE

NET INCOME      $ 12,765         $ 12,150             $ 615          5.1   %

DILUTED
EARNINGS PER    $ 2.19           $ 2.31                 ($0.12   )   (5.2  %)
COMMON SHARE

RETURN ON
AVERAGE ASSETS    1.16        %    1.28            %    (0.12    %)  (9.4  %)
(ROA)

RETURN ON
AVERAGE EQUITY    11.46       %    12.73           %    (1.27    %)  (10.0 %)
(ROE)

EFFICIENCY        54.89       %    53.39           %    1.50     %   2.8   %
RATIO

TAX-EQUIVALENT
NET INTEREST      5.17        %    5.41            %    (0.24    %)  (4.4  %)
MARGIN4

NET             $ 4,842          $ 2,635              $ 2,207        83.8  %
CHARGE-OFFS

NET
CHARGE-OFFS TO    0.53        %    0.33            %    0.20     %   60.6  %
AVERAGE LOANS

AT PERIOD END   December 31,     December 31, 2008    CHANGE         % CHANGE
                2009

TOTAL ASSETS    $ 1,121,672      $ 1,049,557          $ 72,115       6.9   %

TOTAL DEPOSITS  $ 944,061        $ 852,290            $ 91,771       10.8  %

TOTAL LOANS     $ 917,748        $ 890,544            $ 27,204       3.1   %

NON-PERFORMING
LOANS:

CONSTRUCTION    $ 6,520          $ 5,804              $ 716          12.3  %

COMMERCIAL      $ 3,722          $ 0                  $ 3,722        NM
REAL ESTATE

COMMERCIAL      $ 910            $ 145                $ 765          527.6 %

INSTALLMENT
AND OTHER       $ 313            $ 455                  ($142    )   (31.2 %)
CONSUMER

HOME EQUITY     $ 100            $ 288                  ($188    )   (65.3 %)
LINE OF CREDIT

TOTAL
NON-PERFORMING  $ 11,565         $ 6,692              $ 4,873        72.8  %
LOANS

TOTAL ACCRUING
LOANS 30-89     $ 835            $ 4,410                ($3,575  )   (81.1 %)
DAYS PAST DUE

LOAN LOSS
RESERVE TO        1.16        %    1.12            %    0.04     %   3.6   %
LOANS

LOAN LOSS
RESERVE TO      0.9           x  1.5               x  (0.6)x         (40.0 %)
NON-PERFORMING
LOANS

NON-PERFORMING
LOANS TO TOTAL    1.26        %    0.75            %    0.51     %   68.0  %
LOANS

STOCKHOLDERS'   $ 109,051        $ 125,546              ($16,495 )   (13.1 %)
EQUITY

BOOK VALUE PER  $ 20.85          $ 19.14              $ 1.71         8.9   %
SHARE

TOTAL CAPITAL     9.72        %    11.96           %    (2.24    %)  (18.7 %)
TO ASSETS

TOTAL RISK
BASED CAPITAL     11.6        %    13.9            %    (2.30    %)  (16.5 %)
RATIO-BANK5

TOTAL RISK
BASED CAPITAL     12.3        %    14.1            %    (1.80    %)  (12.8 %)
RATIO-BANCORP5

4 Net interest income is annulized by dividing actual number of days in the
period times 360 days.

5 2009 amount estimated. 2008 amount reflects $28 million of preferred stock
issued on December 5, 2008 under the The U.S. Department of the Treasury
Capital Purchase Program, which was repurchased in March of 2009.



BANK OF MARIN BANCORP

CONSOLIDATED STATEMENT OF CONDITION

at December 31, 2009, September 30, 2009 and December 31, 2008

(in thousands, except
share data; 2009        December 31, 2009  September 30, 2009  December 31, 2008
unaudited)

Assets

Cash and due from       $ 23,660           $ 63,589            $ 24,926
banks

Short-term investments    15,000             ---                 ---

Cash and cash             38,660             63,589              24,926
equivalents

Investment securities

Held to maturity, at      30,396             30,163              23,558
amortized cost

Available for sale (at
fair market value;
amortized cost
$96,752, $79,850 and
$79,284 at December       97,818             81,841              79,952
31, 2009, September
30, 2009, and December
31, 2008,
respectively)

Total investment          128,214            112,004             103,510
securities

Loans, net of
allowance for loan
losses of $10,618,
$11,118 and $9,950 at     907,130            908,726             880,594
December 31, 2009,
September 30, 2009 and
December 31, 2008,
respectively

Bank premises and         8,043              8,257               8,292
equipment, net

Interest receivable       39,625             33,953              32,235
and other assets

Total assets            $ 1,121,672        $ 1,126,529         $ 1,049,557

Liabilities and
Stockholders' Equity

Liabilities

Deposits

Non-interest bearing    $ 230,551          $ 246,968           $ 201,363

Interest bearing

Transaction accounts      89,660             89,355              82,223

Savings and money         464,352            454,759             440,496
market

CDARS(R) reciprocal       51,819             55,535              42,892
time

Other time                107,679            102,674             85,316

Total deposits            944,061            949,291             852,290

Federal funds
purchased and Federal     55,000             55,000              56,800
Home Loan Bank
borrowings

Subordinated debenture    5,000              5,000               5,000

Interest payable and      8,560              9,822               9,921
other liabilities

Total liabilities         1,012,621          1,019,113           924,011

Stockholders' Equity

Preferred stock, no
par value, $1,000 per
share liquidation
preference

Authorized - 5,000,000
shares;

Issued and outstanding
- 28,000 shares at        ---                ---                 27,055
December 31, 2008

Common stock, no par
value

Authorized -
15,000,000 shares

Issued and outstanding
- 5,229,529 shares,
5,226,993 shares, and
5,146,798 shares at       53,789             53,635              51,965
December 31, 2009,
September 30, 2009 and
December 31, 2008,
respectively

Retained earnings         54,644             52,626              46,138

Accumulated other
comprehensive income,     618                1,155               388
net

Total stockholders'       109,051            107,416             125,546
equity

Total liabilities and   $ 1,121,672        $ 1,126,529         $ 1,049,557
stockholders' equity



BANK OF MARIN BANCORP

CONSOLIDATED STATEMENT OF OPERATIONS

for the three months ended December 31, 2009, September 30, 2009 and December
31, 2008

(in thousands,
except per share        December 31, 2009  September 30, 2009  December 31, 2008
data; unaudited)

Interest income

Interest and fees on    $ 13,871           $ 13,860            $ 13,930
loans

Interest on
investment
securities

Securities of U.S.        833                794                 914
Government agencies

Obligations of state
and political             285                285                 204
subdivisions

Corporate debt            214                176                 15
securities and other

Interest on Federal
funds sold and            1                  1                   ---
short-term
investments

Total interest            15,204             15,116              15,063
income

Interest expense

Interest on interest
bearing transaction       29                 31                  67
accounts

Interest on savings
and money market          901                821                 1,303
deposits

Interest on CDARS(R)
reciprocal time           171                186                 145
deposits

Interest on other         353                378                 504
time deposits

Interest on borrowed      360                364                 195
funds

Total interest            1,814              1,780               2,214
expense

Net interest income       13,390             13,336              12,849

Provision for loan        2,525              1,100               2,200
losses

Net interest income
after provision for       10,865             12,236              10,649
loan losses

Non-interest income

Service charges on        459                456                 401
deposit accounts

Wealth Management         366                350                 316
Services

Other income              516                525                 464

Total non-interest        1,341              1,331               1,181
income

Non-interest expense

Salaries and related      3,951              4,286               3,725
benefits

Occupancy and             947                950                 839
equipment

Depreciation and          349                335                 344
amortization

FDIC insurance            344                307                 141

Data processing           477                400                 470

Professional              543                366                 439
services

Other expense             1,152              1,132               1,136

Total non-interest        7,763              7,776               7,094
expense

Income before
provision for income      4,443              5,791               4,736
taxes

Provision for income      1,641              2,190               1,943
taxes

Net income              $ 2,802            $ 3,601             $ 2,793

Preferred stock
dividends and             ---                ---                 ($113  )
accretion

Net income available
to common               $ 2,802            $ 3,601             $ 2,680
shareholders

Net income per
common share:

Basic                   $ 0.53             $ 0.69              $ 0.52

Diluted                 $ 0.52             $ 0.68              $ 0.52

Weighted average
shares used to
compute

net income per
common share:

Basic                     5,268              5,205               5,137

Diluted                   5,352              5,274               5,200

Dividends declared      $ 0.15             $ 0.14              $ 0.14
per common share



BANK OF MARIN BANCORP

CONSOLIDATED STATEMENT OF OPERATIONS

for the fiscal years ended December 31, 2009, 2008 and 2007

(in thousands, except
per share data; 2009     December 31, 2009  December 31, 2008  December 31, 2007
unaudited)

Interest income

Interest and fees on     $ 54,816           $ 54,475           $ 52,668
loans

Interest on auto           ---                ---                2,062
loans held for sale

Interest on
investment securities

U.S. Treasury              ---                ---                8
securities

Securities of U.S.         3,304              3,555              3,759
Government agencies

Obligations of state
and political              1,103              735                479
subdivisions

Corporate debt             506                273                656
securities and other

Interest on Federal
funds sold and             5                  138                2,209
short-term
investments

Total interest income      59,734             59,176             61,841

Interest expense

Interest on interest
bearing transaction        115                344                301
accounts

Interest on savings
and money market           3,329              6,910              14,161
deposits

Interest on CDARS(R)
reciprocal time            721                200                ---
deposits

Interest on other          1,541              2,466              3,465
time deposits

Interest on borrowed       1,461              897                1,172
funds

Total interest             7,167              10,817             19,099
expense

Net interest income        52,567             48,359             42,742

Provision for loan         5,510              5,010              685
losses

Net interest income
after provision for        47,057             43,349             42,057
loan losses

Non-interest income

Service charges on         1,782              1,654              1,251
deposit accounts

Wealth Management          1,383              1,292              1,229
Services

Net gain on indirect
auto and Visa(R)           ---                ---                1,097
portfolios

Net gain on
redemption of shares       ---                457                ---
in Visa, Inc.

Other income               2,017              1,953              2,141

Total non-interest         5,182              5,356              5,718
income

Non-interest expense

Salaries and related       17,001             16,097             15,900
benefits

Occupancy and              3,516              3,202              2,871
equipment

Depreciation and           1,370              1,340              1,246
amortization

FDIC insurance             1,800              507                263

Data processing            1,650              1,825              1,657

Professional services      1,727              1,600              1,681

Other expense              4,632              4,106              4,055

Total non-interest         31,696             28,677             27,673
expense

Income before
provision for income       20,543             20,028             20,102
taxes

Provision for income       7,778              7,878              7,778
taxes

Net income               $ 12,765           $ 12,150           $ 12,324

Preferred stock
dividends and            $ (1,299 )         $ (113   )         $ ---
accretion

Net income available
to common                $ 11,466           $ 12,037           $ 12,324
shareholders

Net income per common
share:

Basic                    $ 2.21             $ 2.34             $ 2.38

Diluted                  $ 2.19             $ 2.31             $ 2.31

Weighted average
shares used to
compute

net income per common
share:

Basic                      5,182              5,135              5,187

Diluted                    5,242              5,217              5,330

Dividends declared       $ 0.57             $ 0.56             $ 0.51
per common share



    Source: Bank of Marin Bancorp
Contact: Peppercom Sandy Pfaff, 415-633-3224 spfaff@peppercom.com

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