American River Bankshares — Merger or Acquisition (April 2021)
11 slides from American River Bankshares's merger presentation, Apr 19, 2021
Slide 1: Bank of Marin Expands Northern California Presence with Merger of Bank of Marin and American River Bank
Bank of Marin Expands Northern California Presence with Merger of Bank of Marin and American River Bank Investor Presentation | April 19, 2021
Slide 2: Forward-Looking Statement
Forward-Looking Statement This presentation 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
Slide 3: Strategic Rationale
Strategic Rationale o Expands combined company footprint across the Greater Bay Area, Sacramento and Amador regions o Creates a $4.0 billion bank that is well positioned to become the preeminent business bank serving Northern California o Increases efficiency and spreads costs across a diversified g
Slide 4: American River Bankshares Overview
American River Bankshares (NASDAQ: AMRB) Overview Branch Locations Financial Highlights as of 3/31/2021 Balance Sheet ($mm) Total Assets $ 916.1 Total Loans 475.4 Total Deposits 788.6 Tangible Common Equity 76.6 Profitability / Rate s for the Quarte r Ende d 3/31/2021 (%) Net Income ($000s) $ 2,647
Slide 5: Greater Sacramento Region Market Highlights
Greater Sacramento Region Market Highlights o American River Bank expands BMRC’s presence into a growing Greater Sacramento Region o The Greater Sacramento region has a population of ~2.6 million o The population of Sacramento-Roseville-Folsom MSA is expected to grow 3.6% from 2021 to 2026, compared
Slide 6: Pro Forma Profile
Pro Forma Profile Enhanced Northern California Branch Footprint Top 5 Markets of Operation Sorted by pro forma deposits Financial Highlights as of 3/31/2021 Note: Deposits for Amador, Placer and San Francisco counties not listed. ($ in millions) Balance Sheet Income Statement Market Cap Source: S&P
Slide 7: Transaction Assumptions
Transaction Assumptions Earnings Cost Savings Transaction Expenses Fair Market Value Adjustments o Consensus earnings estimates for both companies o ~$6.1 million, or 35.0% of AMRB’s standalone noninterest expense base o 25% phase-in during 2021, 90% phase-in during 2022, and 100% thereafter o $9.5
Slide 8: Transaction Overview
Transaction Overview Transaction Overview Fixed Exchange Ratio Consideration Mix Pro Forma Ownership Board of Directors Due Diligence Required Approvals o 0.575 BMRC shares issued for each AMRB common share outstanding o 100% Stock o 79.5% BMRC | 20.5% AMRB o 2 AMRB Board members to join BMRC Board
Slide 9: Appendix
American River y/ Mp. Bank of Marin Bancorp Bankshares Appendix
Slide 10: Pro Forma Loan and Deposit Composition
Pro Forma Loan and Deposit Composition Bank of Marin Bancorp American River Bankshares Pro Forma NOO CRE 40% NOO CRE 35% NOO CRE 39% OO CRE 14% Res. RE 8% Multifamily 6% Farm + OO CRE 18% + = Multifamily 10% Res. RE OO CRE 15% Res. RE 7% Multifamily 7% Farm + C&I 17% C&D 4% Agri. 1% Consumer & Other
Slide 11: Contact Us
Contact Us Russell A. Colombo President & Chief Executive Officer (415) 763-4521 russcolombo@bankofmarin.com Tani Girton EVP, Chief Financial Officer (415) 884-7781 tanigirton@bankofmarin.com Tim Myers EVP, Chief Operating Officer (415) 763-4970 timmyers@bankofmarin.com Media Requests: Beth Drummey
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