8-K
BayCom Corp (BCML)
8-K
2021-11-03
For: 2021-11-03
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April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2021
BAYCOM CORP
(Exact name of registrant as specified in its charter)
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|---|---|---|---|---|
| California | 001-38483 | 37-1849111 | ||
| (State or other jurisdiction ofincorporation or organization) | | (CommissionFile No.) | | (I.R.S. EmployerIdentification No.) |
| | ||
|---|---|---|
| 500 Ygnacio Valley Road , Suite 200 , Walnut Creek , CA | 94596 | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: ( 925 ) 476-1800
Not Applicable
(Former name or former address, if changed from last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | BCML | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
A copy of a slide presentation that BayCom Corp (the “Company”) may use for upcoming meetings with investors and other interested parties is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Additionally, the Company has posted the slide presentation in the Company’s website at www.unitedbusinessbank.com under the tab “Investor Information” and then under “Documents”. Information obtained or linked to the foregoing website shall not be deemed to be included in this Current Report on Form 8-K. The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this Current Report on Form 8-K except to the extent required by applicable law, although the Company may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Safe Harbor Statement” in Exhibit 99.1 attached hereto.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01: Financial Statements and Exhibits
(d) Exhibits
| | | |
|---|---|---|
| 99.1 | | Investor Presentation |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BAYCOM CORP | |
|---|---|
| Date:November 3, 2021 | /s/ Keary L Colwell |
| Keary L. Colwell, Senior Executive | |
| | Vice President, Chief Financial Officer |
| | (Principal Financial and Accounting |
| | Officer) and Secretary |
Exhibit 99.1
| 1<br>3rd Quarter 2021 Investor Conference<br>November 4 and 5, 2021<br>NASDAQ: BCML |
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| 2<br>Presentation Disclosure<br>This investor presentation has been prepared by BayCom Corp (“BCML” or the “Company”) solely for informational purposes based on its own information, as well as<br>information from public sources. This presentation has been prepared to assist interested parties in making their own evaluation of BCML and does not purport to<br>contain all of the information that may be relevant. In all cases, interested parties should conduct their own investigation and analysis of the Company and the data<br>set forth in this presentation and other information provided by or on behalf of BCML.<br>This presentation may contain forward-looking statements, including, but not limited to, (i) statements regarding the financial condition, results of operations and<br>business of the Company, (ii) statements about the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts and (iii)<br>other statements identified by the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" or similar<br>expressions that are intended to identify "forward-looking statements", within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking<br>statements are not historical facts but instead are based on current beliefs and expectations of the Company’s management and are inherently subject to significant<br>business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking<br>statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.<br>There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements.<br>Factors which could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements include, but are not limited to,<br>the effect of the COVID-19 pandemic on the Company’s credit quality and business operations, as well as its impact on general economic and financial market<br>conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and global<br>economies, and consumer and corporate clients, including economic activity, employment levels and market liquidity; future acquisitions by the Company of other<br>depository institutions or lines of business; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of<br>loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; the Company's abili ty to access cost-effective funding;<br>fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in the Company's market area;<br>increased competitive pressures; changes in management’s business strategies; and other factors described in the Company’s latest Annual Report on Form 10-K and<br>Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) that are available on our website at<br>www.unitedbusinessbank.comand on the SEC's website at www.sec.gov. |
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| 3<br>Further, statements about the potential effects of the proposed acquisition of Pacific Enterprise Bancorp (“PEB”) on our business, financial results, and<br>condition may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in<br>the forward-looking statements due to factors and future developments which are uncertain, unpredictable and in many cases beyond our control, including<br>the possibility that expected revenues, cost savings, synergies and other benefits from the proposed merger might not be realized within the expected time<br>frames or at all including but not limited to customer and employee retention, and costs or difficulties relating to integration matters, might be greater than<br>expected including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and<br>their enforcement, and the degree of competition in the geographic and business areas in which BayCom and PEB operate; the possibility that the proposed<br>merger does not close when expected or at all because required regulatory, shareholder or other approvals, financial tests or other conditions to closing are<br>not received or satisfied on a timely basis or at all; the risk that the benefits from the proposed merger may not be fully realized or may take longer to realize<br>than expected or be more costly to achieve; the failure to attract new customers and retain existing customers in the manner anticipated; reputational risks<br>and the potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or<br>completion of the proposed merger; BayCom’s or PEB’s businesses may experience disruptions due to transaction-related uncertainty or other factors making<br>it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; deposit attrition, operating costs,<br>customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than<br>expected; the diversion of managements' attention from ongoing business operations and opportunities as a result of the proposed merger or otherwise;<br>changes in BayCom’s or PEB’s stock price before closing, including as a result of its financial performance prior to closing or transaction-related uncertainty, or<br>more generally due to broader stock market movements, and the performance of financial companies and peer group companies; the occurrence of any<br>event, change or other circumstance that could give risk to the right of one or both of the parties to terminate the merger agreement; the outcome of pending<br>or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the<br>merger; changes in interest rates which may affect BayCom’s and PEB’s expected revenues, credit quality deterioration, reductions in real estate values, or<br>reductions in BayCom’s and PEB’s net income, cash flows or the market value of assets, including its investment securities; each of BayCom’s and PEB’s<br>potential exposure to unknown or contingent liabilities of the other party; dilution caused by BayCom’s issuance of additional shares of BayCom common stock<br>in connection with the proposed merger; the possibility that the proposed merger is more expensive to complete than anticipated, including as a result of<br>unexpected factors or events; future acquisitions by BayCom of other depository institutions or lines of business; and that the COVID-19 pandemic, including<br>uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm BayCom’s or PEB’s<br>business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed merger.<br>The factors listed above could materially affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ<br>materially from any opinions or statements expressed with respect to future periods in any current statements.<br>The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions, which may be made to any forward-<br>looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events<br>whether as a result of new information, future events or otherwise, except as may be required by law or NASDAQ rules. When considering forward-looking<br>statements, you should keep in mind these risks and uncertainties. You should not place undue reliance on any forward-looking statement, which speaks only<br>as of the date made. |
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| 4<br>Additional Information about the Proposed Merger and Where to Find It.<br>This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors and<br>security holders are urged to carefully review the Company’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, Quarterly<br>Reports on Form 10-Q, proxy statements and Current Reports on Form 8-K. The documents are filed with the SEC and may be obtained free of charge at<br>www.sec.gov, and at the Company’s website at www.unitedbusinessbank.com under the tab “Investor Information” and then under the “Documents” link, or<br>writing the Company at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, 94596, Attention: Agnes Chiu.<br>ln connection with the proposed merger transaction, the Company filed with the SEC a registration statement on Form S-4 that includes a joint proxy<br>statement of BayCom Corp and PEB, and a prospectus of BayCom Corp, which are referred to as the joint proxy statement/prospectus, as well as other<br>relevant documents concerning the proposed transaction. Before making any voting or investment decision, investors and security holders are urged to<br>carefully read the entire registration statement and joint proxy statement/prospectus, as well as any amendments or supplements to these documents,<br>because they contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of<br>BayCom Corp and PEB seeking required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint<br>proxy statement/ prospectus, and any other documents BayCom Corp files with the SEC free of charge as described in the preceding paragraph.<br>The Company, PEB and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the<br>shareholders of BayCom and PEB in connection with the proposed transaction. Information about the Company’s participants may be found in the definitive<br>proxy statement of the Company filed with the SEC on April 29, 2021, and information about PEB’s participants and additional information regarding the<br>interests of these participants is included in the joint proxy statement/prospectus regarding the proposed transaction.<br>Non-GAAP Financial Measures.<br>This presentation contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the<br>United States (“GAAP”). These non-GAAP financial measures include “Tangible Book Value Per Share,” and “Tangible Common Equity.” The Company believes<br>that these non-GAAP financial measures are important to many investors who are interested in changes from period to period in book value per common<br>share exclusive of changes in intangible assets. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP<br>financial measures. Because not all companies use the same calculation of “Tangible Book Value Per Share,” and “Tangible Common Equity,” this presentation<br>may not be comparable to other similarly titled measures as calculated by other companies. |
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| 5<br>BayCom Corp – Who we are<br>Overview Financial Highlights<br>(1) Annualized.<br>(2) Nonperforming assets consists of non-accruing loans, accruing loans 90 days or more past due, and other real estate owned.<br>❑ BayCom Corp is the bank holding company for United<br>Business Bank<br>▪ Founded the Bank in 2004 and headquartered in Walnut<br>Creek, California<br>▪ Full service commercially-oriented community bank<br>▪ Serves small and mid-sized businesses, professionals<br>and individuals<br>❑ 33 full-service branches<br>▪ 7 branches in the San Francisco Bay Area<br>▪ 5 branches in the Los Angeles Area<br>▪ 3 branches in California’s Central Valley<br>▪ 2 branches in Seattle, Washington<br>▪ 5 branches in New Mexico<br>▪ 11 branches in Colorado<br>❑ Nine successful whole bank acquisitions completed since<br>2010<br>❑ Pending merger with Pacific Enterprise Bancorp<br>3 Mo Ended 3 Mo Ended 12 Mo Ended<br>Sept 30, Sept 30, Dec 31,<br>Description 2021 2020 2020<br>(Dollars and shares in thousands, except per share data)<br>Net Income 5,412 $ 3,249 $ 13,726 $<br>Diluted Earnings Per Share 0.51 $ 0.27 $ 1.15 $<br>Average Shares Outstanding 10,693 11,865 11,965<br>Return on Average Assets1 0.92% 0.58% 0.84%<br>Return on Average Equity1 7.42% 5.07% 7.15%<br>Yield on Earning Assets1 3.57% 4.01% 4.27%<br>Cost of Interest-Bearing Liabilities1 0.66% 0.70% 0.73%<br>Net Interest Margin1 3.17% 3.59% 3.84%<br>Efficiency Ratio 63.82% 67.95% 67.21%<br>Non Performing Loans / Total Loans 0.50% 0.45% 0.53%<br>Nonperforming Assets / Total Assets2 0.35% 0.35% 0.41% |
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| 6<br>Company Strengths<br>❑ Seasoned and talented management team who founded and led the Company since 2004<br>❑ Disciplined acquisition strategy and proven track record of integrating banks<br>▪ The Company recorded bargain purchase gains in three of its nine completed<br>acquisitions with the other six having tangible book value pay back periods 3 years or<br>under<br>▪ Company is well-positioned for future M&A<br>▪ Acquisition focus is on the Western region of the United States<br>❑ Strong core performance metrics creates potential for future shareholder appreciation<br>❑ Efficient and scalable platform with capacity to support growth<br>❑ Attractive metropolitan markets (Bay Area, Los Angeles, Seattle, Albuquerque, Denver)<br>with favorable demographics and strong local economies<br>▪ Footprint allows for ample fill-in opportunities<br>❑ Strong asset quality metrics since inception<br>❑ Experienced in systems and operational integration |
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| 7<br>Experienced Leadership Team<br>Name / Title Experience Background<br>George J. Guarini 33 years • President and Chief Executive Officer since the Bank began operations in 2004<br>President & Founding CEO • Held key executive and senior level management positions with national and regional institutions<br>Chief Executive Officer 17 years with BCML • Successfully resolved significant loan portfolio weakness at two financial institutions<br>Janet L. King 32 years • Senior Executive Vice President and Chief Operating Officer since the Bank's inception in 2004<br>Senior Executive Vice President & Founding COO • Formerly Chief Branch Administrator at Circle Bank from 1999 - 2004 where she was responsible for all<br>Chief Operating Officer 17 years with BCML aspects of operations<br>• Served as Vice President of Operations for Valencia Bank & Trust from 1987 - 1998<br>Keary L. Colwell 31 years • Senior Executive Vice President, Chief Financial Officer, and Corporate Secretary of BayCom<br>Senior Executive Vice President & Founding CFO • Chief Financial Officer, Chief Administrative Officer and Corporate Secretary of theBank<br>Chief Financial Officer & 17 years with BCML since its inception in 2004<br>Corporate Secretary • Instrumental in the successful turn-around of a Bay Area bank in the 1990s<br>Rick Pak 34 years • Joined the Bank in September, 2016 - promoted to CLO in January, 2019<br>Executive Vice President & 6 years with BCML • Previously served in various positions at Wells Fargo, Citibank, and other banks and credit unions<br>Chief Lending Officer • Expertise in SBA, USDA, agricultural, consumer and Commercial lending<br>Terry Curley 26 years • Joined the Bank in April, 2017 when the Company acquired United Business Bank, FSB<br>Executive Vice President & 4 years with BCML • At United Business Bank, FSB she served as EVP/Chief Credit Officer from 2012 to 2017<br>Chief Credit Officer; and Director • Received a BA in Political, Legal and Economic Analysis from Mills Colldge, Oakland, CA<br>Labor Services Division |
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| 8<br>Headquarters of Potential Acquisition Opportunities<br>Disciplined Acquisition Strategy<br>❑ Strategic consolidation of community banks<br>▪ Provides scale and operating efficiencies<br>▪ Adds experienced and knowledgeable banking talent<br>▪ Opportunity to improve concentration ratios<br>▪ Opportunity to reduce cost of funds<br>▪ Geographic diversification<br>▪ Adds portfolios of seasoned loans<br>❑ Maintain disciplined approach<br>▪ Increase TBV and earnings accretion<br>▪ Expand market area served<br>▪ Enhance noninterest income<br>❑ Enhance the performance of acquired banks<br>▪ Developed core competency evaluating, structuring,<br>acquiring and integrating target banks<br>❑ Target markets – Selected Western States<br>▪ California<br>▪ Colorado<br>▪ Nevada<br>▪ New Mexico<br>▪ Oregon<br>▪ Washington<br>❑ Size Criteria<br>▪ Banks with assets between $100 million and $1.5<br>billion<br>❑ There are 185 banks within our target markets that meet<br>our size criteria<br>Note: Data as of September 30, 2021<br>Source: S&P Global Market Intelligence<br>Total Banks Median Asset Size<br>Banks $100M-$500M 122 $252,729<br>Banks $500M-$1B 39 $692,557<br>Banks $1B-$1.5B 24 $1,251,761 |
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| 9<br>▪ We serve the Sacramento-Roseville-Arden-Arcade MSA through<br>one branch office<br>•Population of approximately 2.3 million, the state capital,<br>median household income of $63,727, and a projected<br>population growth of 5.1% through 2022<br>▪ The Stockton-Lodi MSA in Central California is home to two<br>branches<br>• Population growth is expected to be 5.4% through 2022, and<br>holds a median household income of approximately $56,705<br>• The area has a diverse industry mix, including agriculture, e-<br>fulfillment centers, advanced manufacturing, data<br>centers/call centers, and service industries<br>Key Highlights of Current Markets:<br>Bay Area, California<br>Seattle, Washington<br>Los Angeles County, California<br>▪ Part of both the San Francisco-Oakland-Hayward MSA and the<br>San-Jose-Sunnyvale-Santa Clara MSA<br>• Represents the second most populous area in California, and<br>the 12th largest in the United States<br>▪ Great market for future growth, with a projected population<br>growth of 5.9% through 2022 versus the national average of 3.7%<br>▪ Median household income is roughly $88,685, which greatly<br>exceeds the national average of $57,462<br>▪ Largest MSA in California with over 13 million residents in the<br>MSA; the second largest MSA in the United States<br>▪ Greater Los Angeles Market area ranked as 16th largest economy<br>in the world with an estimated gross domestic product of about<br>$1 trillion<br>▪ The Seattle-Tacoma-Bellevue MSA is the largest MSA in<br>Washington, covers approximately 2,100 square miles<br>▪ Population estimated to grow 7.5% through 2022, with a median<br>household income of $81,089<br>▪ Strong economic base, with several large employers such as<br>Amazon, Starbucks, and Boeing<br>Source: S&P Global Market Intelligence; U.S. Census Bureau<br>Central Valley, California<br>Albuquerque, New Mexico<br>▪ Albuquerque MSA is the largest MSA in New Mexico, and 60th in<br>the United States with estimated population growth of 1.7% and a<br>median household income of $50,192<br>▪ Strong economic base, housing large employers such as<br>Honeywell, SCHOTT Solar, and Intel Corp<br>Denver, Colorado<br>• The Metro Denver-Aurora-Lakewood, CO area has a population<br>of 2.9 million, is home to the state capital, enjoys a median<br>household income of $76,643 and is the 19th largest<br>metropolitan area in the United States |
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| 10<br>(1) At announcement, for most recent quarter ended. In thousands.<br>(2) At announcement. In thousands. For Uniti transaction, includes the cash out of options.<br>(3) At announcement, for the most recent period ended.<br>(4) For the first full calendar year after close. Based on BayCom consensus estimates and internal projections for each target.<br>(5) Using the cross-over method.<br>Pending and Recent Acquisitions<br>Pacific Enterprise<br>Bancorp – Pending<br>Grand Mountain - Recent<br>Assets1 $646,866 $130,593<br>Deposits1 $424,126 $117,376<br>Purchase Price2 $53,142 $13,886<br>Consideration Stock Cash<br>Price/LTM EPS3 9.8x 45.1x<br>Price/TBV3 87.1% 126.2%<br>EPS Accretion4 6.8% 5.9%<br>Initial TBV<br>Accretion(Dilution) 3 1.2% (2.2%)<br>TBV Earn-back5 Immediate 2.7 Years<br>Assumed Cost Saves 30% 35% |
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| 11<br>❑ $1,645 million total loans (excluding loans held for sale)<br>❑ Approximately 32% of the loan portfolio is from the San<br>Francisco Bay Area<br>❑ Average yield on total loans of 4.67% for nine months<br>ended 9/30/2021<br>❑ SBA Preferred Lender<br>▪ YTD $36.0 million of SBA loans (guaranteed portion)<br>were sold which generated $3.7 million of gain on sale<br>of loans reported for the first nine months of 2021<br>Loan Portfolio<br>Loan Portfolio By Type as of Sept 30, 2021<br>Note: Data as of September 30, 2021<br>Commercial<br>and<br>Industrial<br>20%<br>Construction<br>and Land 1%<br>Commercial<br>Real Estate<br>70%<br>Residential<br>and<br>Consumer<br>9%<br>Loan Portfolio By Grade<br>As of<br>Sept 30,<br>Description 2021<br>(Dollars in thousands)<br>Pass 1,592,231 $<br>Special Mention 38,885<br>Substandard 13,685<br>Doubtful -<br>Total 1,644,801 $<br>Description<br>As of Sept 30,<br>2021<br>As of<br>December<br>31, 2020<br>(Dollars in thousands)<br>Loan Type Schedule<br>Commercial & Industrial 283,631 $ 309,961 $<br>Construction and land 16,424 22,696<br>Commercial Real Estate 1,215,611 1,144,560<br>Residential 125,075 164,724<br>Consumer 4,060 5,218<br>Total loans 1,644,801 1,647,159<br>Net deferred loan fees (3,965) (3,847)<br>Allowance for loan and lease losses (17,300) (17,500)<br>Net Loans 1,623,536 $ 1,625,812 $ |
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| 12<br>Allowance for Loan and Lease Losses<br>❑ $17.3 million total allowance for loans and leases<br>❑ 0.35% = Nonperforming assets / total assets<br>❑ 0.50% = Nonperforming loans / total loans<br>❑ $14MM = classified assets graded substandard or doubtful<br>❑ 1.05% = Allowance of loan and lease losses / total loans<br>Note: Data as of September 30, 2021<br>Description<br>Commercial<br>and Industrial<br>Construction<br>and land<br>Commercial<br>Real Estate<br>Residential<br>Real Estate Consumer Total<br>(Dollars in thousands)<br>Nine Months Ended Sept 30, 2021<br>Allowance for loan losses<br>Beginning balance 4,042 $ 378 $ 11,211 $ 1,856 $ 13 $ 17,500 $<br>Charge-offs (182) - (1) - - (183)<br>Recoveries 9 4 - - - 13<br>Provision for loan losses (514) (142) 834 (215) 7 (30)<br> Ending balances 3,355 $ 240 $ 12,044 $ 1,641 $ 20 $ 17,300 $ |
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| 13<br>Deposit Portfolio Summary<br>Deposit Composition as of Sept 30, 2021<br>At Sept 30, 2021:<br>❑ $2.0 billion total deposits<br>❑ Noninterest-bearing demand represents 37% of<br>total deposits<br>❑ Interest bearing demand, savings and money<br>market accounts represent 52% of total deposits<br>❑ Time deposits represent 11% of total deposits<br>Deposit Growth<br>($ in thousands)<br>Money Market<br>29% -<br>COF 0.40%<br>Interest-<br>bearing<br>Demand and<br>Savings 37% -<br>COF 0.10%<br>Noninterest-<br>bearing demand<br>37%<br>Certificates of<br>Deposit 11% -<br>COF 0.79%<br> -<br> 500,000<br> 1,000,000<br> 1,500,000<br> 2,000,000<br> 2,500,000<br>2017 2018 2019 2020 Q3 2021<br>Time<br>Money Market<br>NOW and Savings<br>Non-interest bearing<br>checking<br>Deposits by Type as of Sept 30, 2021<br>(Dollars in thousands)<br>Noninterest-bearing demand 733,101 $<br>Interest-bearing Demand and Savings 448,717<br>Money Market 604,970<br>Certificates of Deposit 220,963<br> Total Deposits 2,007,751<br>Cost of Interest Bearing Deposits 0.40%<br>Net Interest Margin 3.31%<br>Net Interest Spread 3.04% |
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| 14<br>Attractive Net Interest Spread<br>Note: Annual data as of or for the year ended December 31 of each respective year.<br>Q3 2021 data as of or for the nine months ended September 30, 2021.<br>4.59% 4.54% 4.77%<br>4.27%<br>3.72%<br>0.00%<br>1.00%<br>2.00%<br>3.00%<br>4.00%<br>5.00%<br>6.00%<br>2017 2018 2019 2020 YTD Q3 2021<br>Yield on Interest Earning Assets<br>0.65% 0.62%<br>0.90%<br>0.73% 0.68%<br>0.00%<br>0.20%<br>0.40%<br>0.60%<br>0.80%<br>1.00%<br>2017 2018 2019 2020 YTD Q3 2021<br>Cost of Average Interest-Bearing<br>Liabilities<br>4.14% 4.15% 4.22%<br>3.84%<br>3.31%<br>0.00%<br>0.50%<br>1.00%<br>1.50%<br>2.00%<br>2.50%<br>3.00%<br>3.50%<br>4.00%<br>4.50%<br>2017 2018 2019 2020 YTD Q3 2021<br>Net Interest Margin<br>3.94% 3.92% 3.87%<br>3.54%<br>3.04%<br>0.00%<br>0.50%<br>1.00%<br>1.50%<br>2.00%<br>2.50%<br>3.00%<br>3.50%<br>4.00%<br>4.50%<br>2017 2018 2019 2020 YTD Q3 2021<br>Net Interest Spread |
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| 15<br>Shareholder Tangible Book Value<br>Note: Annual data as of or for the year ended December 31 of each respective year and Q3 2021 data as of or for the nine months ended September 30, 2021<br>(1) Tangible Book Value excludes Goodwill and Core Deposit Intangible; see reconciliation of Non-GAAP financial measures at the end of this presentation<br>❑ During 2017, 2018, 2019, and 2020, the Company recorded $3.5, $2.3, $6.6 and $3.0 million, pre-tax, of<br>merger expenses related to acquisitions respectively. In 2017, the Company recorded additional tax provision<br>related to the change in the corporate tax rate. Collectively, these expenses reduced EPS by $0.80, $0.17,<br>$0.39 and $0.18, respectively.<br>$13.81<br>$16.45 $16.84<br>$18.19<br>$19.79<br>$0<br>$5<br>$10<br>$15<br>$20<br>$25<br>2017 2018 2019 2020 Q3 2021<br>TBV / Share |
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| 16<br>Shareholder EPS<br>Note: Annual data is for the year ended December 31 of each respective year. Q3 2021 data is for the nine months ended<br>Sept 30, 2021. In 2020, there was $3.0 million in pre-tax merger expenses related to the GMB acquisitions. In 2019, there<br>was $6.6 million in pre-tax merger expenses related to the Uniti and TIG acquisition. In 2018, there was $2.3 million in pre-<br>tax merger expenses related to the BFC acquisition. In 2017, there were $ 3.5 million in pretax merger expenses related to<br>the FULB and Plaza Bank acquisitions and an income tax rate change charge of $2.7 million.<br>$0.81<br>$1.50 $1.47<br>$1.15<br>$1.39<br> $-<br> $0.20<br> $0.40<br> $0.60<br> $0.80<br> $1.00<br> $1.20<br> $1.40<br> $1.60<br>2017 2018 2019 2020 YTD Q3 2021<br>Diluted EPS |
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| 17<br>Corporate History<br>Opened Bay<br>Commercial<br>Bank<br>Acquired<br>Global Trust<br>Bank<br>Acquired<br>Community<br>Bank of San<br>Joaquin<br>Raised $16.8<br>million of<br>common stock<br>from institutional<br>and individual<br>investors<br>Acquired<br>Valley<br>Community<br>Bank<br>Acquired<br>United<br>Business<br>Bank, FSB<br>(FULB)<br>Acquired<br>Plaza Bank<br>Formed Bank<br>Holding<br>Company<br>BayCom Corp<br>Renamed<br>Bay<br>Commercial<br>Bank as<br>United<br>Business<br>Bank<br>Opened<br>Napa<br>Branch<br>Consolidated<br>Oakland<br>Branch<br>2004 -<br>2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021<br>Consistent Asset Growth Supplemented By Acquisitions<br>Consolidated<br>San Jose<br>Branch<br>Acquired<br>Castro Valley<br>Branch<br>Acquired<br>MyBank<br>(BFC)<br>Completed<br>IPO and<br>Nasdaq<br>Listing<br>Acquired<br>Uniti Bank<br>Acquired<br>First State<br>Bank of<br>Colorado<br>Bancorp<br>(TIG)<br>Acquired<br>Grand<br>Mountain<br>Bank<br>(GMB)<br>Entered Into<br>Definitive<br>Agreement<br>to purchase<br>Pacific<br>Enterprise<br>Bank |
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| 18<br>Demonstrated Track Record of Growth<br>Total Assets ($mm) Total Net Loans ($mm)<br>Total Deposits ($mm) Net Income ($000)<br>Note: Annual data as of or for the year ended December 31 of each respective year. Q3 2021 data as of or for the nine months ended September 30, 2021.<br>$1,246<br>$1,478<br>$1,994<br>$2,196<br>$2,364<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>2017 2018 2019 2020 Q3 2021<br>$887 $970<br>$1,450<br>$1,626 $1,624<br>$0<br>$200<br>$400<br>$600<br>$800<br>$1,000<br>$1,200<br>$1,400<br>$1,600<br>$1,800<br>2017 2018 2019 2020 Q3 2021<br>$1,104 $1,258<br>$1,701 $1,838<br>$2,008<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>2017 2018 2019 2020 Q3 2021<br>$5,260<br>$14,493<br>$17,318<br>$13,726<br>$15,253<br>$0<br>$2,000<br>$4,000<br>$6,000<br>$8,000<br>$10,000<br>$12,000<br>$14,000<br>$16,000<br>$18,000<br>$20,000<br>2017 2018 2019 2020 YTD Q3<br>2021 |
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| 19<br>Strong Credit Quality<br>Net Charge-Offs (Recoveries)<br>Nonperforming Assets / Total Assets1 Allowance for Loan Losses / Total Loans<br>Net Charge-Offs (Recoveries) / Average Loans<br>Note: Annual data as of or for the year ended December 31 of each respective year. Q3 2021 data as of or for the nine months ended September 30, 2021.<br>(1) Nonperforming assets consists of non-accruing loans, accruing loans 90 days or more past due, and other real estate owned.<br>0.01%<br>0.27%<br>0.37%<br>0.41%<br>0.35%<br>0.00%<br>0.05%<br>0.10%<br>0.15%<br>0.20%<br>0.25%<br>0.30%<br>0.35%<br>0.40%<br>0.45%<br>2017 2018 2019 2020 Q3 2021<br>0.47% 0.53% 0.51%<br>1.06% 1.05%<br>0.00%<br>0.20%<br>0.40%<br>0.60%<br>0.80%<br>1.00%<br>1.20%<br>2017 2018 2019 2020 Q3 2021<br>0.00%<br>0.10%<br>0.04%<br>(0.09%)<br>0.01%<br>-0.02%<br>0.00%<br>0.02%<br>0.04%<br>0.06%<br>0.08%<br>0.10%<br>0.12%<br>2017 2018 2019 2020 Q3 2021<br>$22<br>$917<br>$418<br>($220)<br>$170<br>($400)<br>($200)<br>$0<br>$200<br>$400<br>$600<br>$800<br>$1,000<br>2017 2018 2019 2020 Q3 2021 |
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| 20<br>Financial Performance Summary<br>Return on Average Assets Return on Average Equity<br>Efficiency Ratio1<br>Note: Annual data for the year ended December 31 of each respective year. Q3 2021 data for the nine months ended September 30, 2021, annualized.<br>(1) Calculated by dividing noninterest expense by the sum of net interest income before provision for loan losses plus noninterest income.<br>0.51%<br>1.10%<br>1.01%<br>0.84%<br>0.66%<br>0.00%<br>0.20%<br>0.40%<br>0.60%<br>0.80%<br>1.00%<br>1.20%<br>2017 2018 2019 2020 YTD Q3 2021<br>5.28%<br>8.48%<br>7.53% 7.15%<br>5.98%<br>0.00%<br>1.00%<br>2.00%<br>3.00%<br>4.00%<br>5.00%<br>6.00%<br>7.00%<br>8.00%<br>9.00%<br>2017 2018 2019 2020 YTD Q3<br>2021<br>67.34%<br>62.15%<br>66.51%<br>67.21%<br>66.40%<br>59.00%<br>60.00%<br>61.00%<br>62.00%<br>63.00%<br>64.00%<br>65.00%<br>66.00%<br>67.00%<br>68.00%<br>2017 2018 2019 2020 YTD Q3<br>2021 |
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| 21<br>Appendix |
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| 22<br>Non-GAAP Reconciliation<br>Tangible Common Equity and Tangible Assets<br>(Dollars in thousands except per share data)<br>As of Sept 30,<br>2017 2018 2019 2020 2021<br>Tangible Common Equity:<br>Total Common Shareholders Equity 118,635 $ 200,752 $ 254,220 $ 252,591 $ 257,270 $<br>Adjustments:<br>Goodwill (10,365) (14,594) (35,466) (38,838) (38,838)<br>Core Deposit Intangible (4,772) (7,205) (9,185) (8,302) (6,942)<br>Tangible Common Equity 103,498 $ 178,953 $ 209,569 $ 205,451 $ 211,490 $<br>Tangible Assets:<br>Total Assets - GAAP 1,245,794 $ 1,478,395 $ 1,994,177 $ 2,195,666 $ 2,363,816 $<br>Adjustments:<br>Goodwill (10,365) (14,594) (35,466) (38,838) (38,838)<br>Core Deposit Intangible (4,772) (7,205) (9,185) (8,302) (6,942)<br>Tangible Assets 1,230,657 $ 1,456,596 $ 1,949,526 $ 2,148,526 $ 2,318,036 $<br>Common Shares Outstanding 7,496,995 10,869,275 12,444,632 11,295,397 10,685,511<br>Tangible Common Equity to Tangible Assets Ratio 8.41% 12.29% 10.75% 9.56% 9.12%<br>Tangible Book Value Per Share 13.81 $ 16.46 $ 16.84 $ 18.19 $ 19.79 $ |
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| 23<br>Questions ?<br>CONTACT INFORMATION<br>BayCom Corp<br>George J. Guarini, Founding Director and CEO<br>500 Ygnacio Valley Road Suite 200<br>Walnut Creek, CA 94596<br>gguarini@ubb-us.com<br>925.476.1800<br>Keary Colwell, Sr. Executive VP/CFO<br>500 Ygnacio Valley Road Suite 200<br>Walnut Creek, CA 94596<br>kcolwell@ubb-us.com<br>925.476.1800 |
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