BayCom Corp 8-K/A, filed Feb 14, 2022

BayCom Corp (BCML)

8-K/A 2022-02-14 For: 2022-02-02

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Added on April 09, 2026

About this 8-K/A

BayCom Corp filed this 8-K/A on February 14, 2022, reporting on events of February 2, 2022.

Items reported

Item 9.01: Financial statements and exhibits

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California	001-38483	37-1849111
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)


500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA		94596
(Address of principal executive offices)		(Zip Code)


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BCML	The Nasdaq Stock Market LLC

E
Exhibit No. 23.1 99.1 99.2 99.3			Exhibit Description Consent of Eide Bailly LLP Audited consolidated financial statements of PEB Financial Corporation and Subsidiaries as of and for the years ended December 31, 2020 and 2019 (incorporated by reference from BayCom’s Registration Statement on Form S-4, as amended (SEC File No. 333-260336)) Unaudited consolidated financial statements of PEB Financial Corporation and Subsidiaries as of and for the nine months ended September 30, 2021 Unaudited proforma combined financial information as of September 30, 2021 and for the nine months ended September 30, 2021 and year ended December 31, 2020
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


	BAYCOM CORP

Date: February 14, 2022	/s/ Keary L Colwell
	Keary L. Colwell, Senior Executive
	Vice President, Chief Financial Officer
	(Principal Financial and Accounting
	Officer) and Secretary


	BayCom		PEB		Transaction Accounting Adjustments			Notes		Pro Forma
ASSETS
Cash and cash equivalents	$	444,458	$	63,485	$	(6,465	)		A	$	501,478
Interest bearing deposits in banks		4,083		—		—					4,083
Investment securities available-for-sale		142,315		53		—					142,368
Loans held for sale, at fair value		11,221		—		—					11,221
Loans receivable		1,644,801		506,846		89			B		2,151,736
Less: Deferred fees, net		3,965		611		(611	)		C		3,965
Less: Allowance for loan losses		17,300		5,691		(5,691	)		D		17,300
Total loans receivable, net		1,623,536		500,544		6,391					2,130,471
Premises and equipment, net		14,580		280		—					14,860
Other real estate owned		21		—		—					21
Core deposit intangible, net		6,942		—		226			E		7,168
Cash surrender value of BOLI		21,422		—		—					21,422
Goodwill		38,838		—		—					38,838
Interest receivable and other assets		56,400		15,003		25			F		71,428
TOTAL ASSETS	$	2,363,816	$	579,365	$	177				$	2,943,358
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits	$	2,007,751	$	418,437	$	192			G	$	2,426,380
Borrowings		—		90,315		—					90,315
Junior subordinated deferrable interest debentures, net		8,383		—		—					8,383
Subordinated debt, net		63,499		—		—					63,499
Accrued expenses and other liabilities		26,913		7,516		—					34,429
Total liabilities		2,106,546		516,268		192					2,623,006
STOCKHOLDERS’ EQUITY
Common stock		156,874		29,082		34,605			H		220,561
Additional paid-in capital		287		330		(330	)		I		287
Accumulated other comprehensive income, net		2,492		1		(1	)		J		2,492
Retained earnings		97,617		33,684		(34,289	)		K		97,012
Total stockholders’ equity		257,270		63,097		(15	)				320,352
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,363,816	$	579,365	$	177				$	2,943,358


	BayCom			PEB		Transaction Accounting Adjustments			Notes		Pro Forma
Interest income:
Interest and fees on loans	$	56,348		$	22,325	$	—				$	78,673
Other interest income		3,880			232		(39	)		L		4,073
Total interest income		60,228			22,557		(39	)				82,746
Interest expense:
Deposits		3,674			2,292		(115	)		M		5,851
Subordinated debt		2,686			—		—					2,686
Other borrowings		261			375		—					636
Total interest expense		6,621			2,667		(115	)				9,173
Net interest income		53,607			19,890		76					73,573
(Reversal of) provision for loan losses		(30	)		—		—					(30	)
Net interest income after (reversal of) provision for loan losses		53,637			19,890		76					73,603
Noninterest income:
Gain on sale of loans		3,705			1,013		—					4,718
Service charges and other fees		1,819			119		—					1,938
Loan servicing and other fees		1,423			281		—					1,704
Gain on sale of premises		12			—		—					12
Income on investment in SBIC fund		1,021			—		—					1,021
Other income and fees		719			—		—					719
Total noninterest income		8,699			1,413		—					10,112
Noninterest expense:
Salaries and employee benefits		25,158			9,413							34,571
Occupancy and equipment		5,610			661		—					6,271
Data processing		4,235			1,349		—					5,584
Other expense		6,371			1,557		24			N		7,952
Total noninterest expense		41,374			12,980		24					54,378
Income before income taxes		20,962			8,323		52					29,337
Income tax expense		5,709			2,466		435			O		8,610
Net income	$	15,253		$	5,857	$	(383	)			$	20,727
Earnings per common share:
Basic	$	1.39		$	1.96					P	$	1.48
Diluted		1.39			1.95					P		1.48
Average common shares outstanding:
Basic		10,949			2,986		3,033			Q		13,982
Diluted		10,949			2,996		3,033			Q		13,982

and
Share consideration:	Amount
Shares of PEB common stock		2,946,592
Exchange ratio		1.0292
BayCom common stock to be issued		3,032,600
BayCom’s closing share price as of February 1, 2022	$	21.15

Preliminary fair value of consideration for outstanding common stock	$	64,140
Cash payments for stock options and fractional shares		274
Preliminary fair value of estimated total consideration	$	64,414


		At
		September 30, 2021
		(In thousands)
Pro forma purchase price of PEB
Fair value of BayCom common stock at $21.15⁽¹⁾ per share for 3,032,600 Shares				$	64,140
Cash payment for stock options and fractional shares					274
Total pro forma purchase price					64,414
Fair value of assets acquired:
Cash		$	62,037
Investment securities available for sale			53
Loans receivable			506,935
Core deposit intangible assets			226
Other assets			13,388
Total assets and identifiable intangible assets acquired		$	582,639
Fair value of liabilities assumed:
Deposits		$	418,629
Borrowings			90,315
Accrued expenses and other liabilities			7,516
Total liabilities assumed		$	516,460
Fair value of net assets and identifiable intangible assets acquired					66,179
Excess of net assets acquired over purchase price – bargain purchase gain⁽²⁾				$	(1,765	)
(1)	Stock price is as of close of business February 1, 2022.


A. Adjustments to Cash and cash equivalents
To reflect cash payment for all “in-the-money” PEB stock options and fractional shares	$	(274	)
To reflect projected cash used for merger costs equal to $2.9 million incurred by PEB and $3.3 million incurred by BayCom. See Note 5 – Merger Costs.		(6,191	)
Total cash and cash equivalents	$	(6,465	)
B. Adjustments to Loans receivable, excluding allowance for loan losses and fees not yet recognized
To reflect the discount on loans at merger date. Estimated the fair value using portfolio performance and yields compared to market.	$	89
C. Adjustments to deferred costs in excess of fees	$	(611	)
D. Adjustments to Allowance for loan losses	$	(5,691	)
To remove the PEB allowance for loan losses at period end date as the credit risk is accounted for in the fair value adjustment for the loans receivable in Adjustment B above.
E. Adjustments to Intangible asset
To record the estimated fair value of the core deposit intangible asset (“CDI”) identified in the merger as estimated prior to close date.	$	226
F. Adjustments to Other assets
To reflect the fair value of the other assets in the merger as follows:
Estimated tax effect of fair value adjustments.	$	(1,895	)
Total tax effect at 25.5% of merger-related expenses adjusted for non- deductible expenses.		1,920
Total other assets	$	25
G. Adjustment to Deposits
To reflect estimated fair value of deposits based on current interest rates	$	192
H. Adjustments to Common Stock
To record the issuance of BayCom common stock as purchase price consideration and to eliminate the common stock of PEB.	$	64,140
Issuance of BayCom common stock to PEB shareholders (3,032,600 shares at no par value).		(29,535	)
Total common stock	$	34,605
I. Elimination of the historical PEB common stock Additional Paid-In Capital.	$	(330	)
J. Adjustment to Accumulated Other Comprehensive Income
To eliminate the historical PEB accumulated other comprehensive income.	$	(1	)
K. Adjustment to Retained Earnings
To eliminate the historical PEB retained earnings.	$	(33,684	)
To record adjustment to retained earnings for BayCom’s estimated merger costs, net of tax. Estimated merger expenses are $3.3 million, net of the tax, assuming an effective tax rate of 29.5% (effective rate of 25.5% after adjustment for estimated non-deductible expenses of $231,000).		(2,370	)
Bargain purchase gain		1,765

Income Statements (In thousands)
	For the Nine Months Ended September 30, 2021			For the Year Ended December 31, 2020
L. Adjustments to Interest income: Other
To recognize the reduction in other cash reflected for the merger at an estimated yield of 0.08% annualized.	$	(39	)	$	(52	)
M. Adjustments to Interest expense: Deposit
To recognize the reduction in interest expense for the time deposit premium amortizations	$	(115	)	$	(154	)
N. Adjustments to Noninterest expense: Other expense
To reflect estimated core deposit intangible amortization over ten years.	$	24		$	32
O. Adjustments to provision for income taxes
Adjusted the tax rate for additional income earned from the combined company to 29.5%	$	435		$	385
P. Earnings per common share:
Earnings per common share, basic and diluted were calculated using the calculated pro forma net income less dividends and undistributed earnings allocated to participating securities divided by the calculated pro forma basic and dilutive average shares outstanding.	$	1.48		$	1.09
Q. Basic and diluted average common shares outstanding
Basic and diluted average common shares outstanding were calculated by adding the shares assumed to be issued by BayCom in the merger (average basic shares multiplied by the exchange ratio) to the historical average BayCom shares outstanding for the nine months ended September 30, 2021 and the year ended December 31, 2020.		13,982			14,998


	At September 30,
	2021
		(In thousands)
Professional fees	$	1,579
Change of control payments		1,724
Vesting of restricted stock grants		1,390
Severance and retention plan		900
Data processing, termination, and conversion		1,643
Other expenses		345
Pre-tax merger costs		7,581
Income tax benefit at 25.3% rate		(1,920	)
Net merger costs	$	5,661