EX-99.1 2 tv511942_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Press Release

 

BayCom Corp Reports 2018 Fourth Quarter Earnings of $2.6 Million and

 

$14.5 Million for the Year Ended December 31, 2018

 

WALNUT CREEK, CA, January 29, 2019--(Business Wire)—BayCom Corp (the “Company”) (NASDAQ:BCML), the holding company for United Business Bank (the “Bank”), announced earnings of $2.6 million, or $0.24 per diluted share, for the fourth quarter of 2018 compared to a loss of $839,000, or $(0.12) per diluted share, for the fourth quarter of 2017, and earnings of $3.5 million, or $0.31 per diluted share, for the third quarter of 2018. The fourth quarter of 2018 included a $3.1 million increase in non-interest expense compared to the prior quarter resulting primarily from $2.3 million in merger related expenses incurred in connection with our acquisition of Bethlehem Financial Corporation (“BFC”) and, its wholly owned bank subsidiary, MyBank in November 2018 (the “BFC Acquistion”) offset by an increase in net interest income by $874,000, lower provision for allowance for loan loses by $817,000 and lower income tax expense by $468,000. The impact of merger related expenses was $0.15 per share for the quarter ended December 31, 2018 compared to $0.11 per share for the quarter ended December 31, 2017. The Company had net income of $14.5 million, or $1.50 per diluted common share, for the year ended December 31, 2018, compared to $5.3 million, or $0.81 per diluted common share, for the year ended December 31, 2017. Net income for the three months and year ended December 31, 2017 included a $2.7 million charge due to the revaluation of deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act (the "Tax Act") in December 2017 with no comparable charge in 2018.

 

Acquisition of Bethlehem Financial Corporation

 

On November 30, 2018, the Company completed the BFC Acquisition. As of the acquisition date, BFC was merged with and into the Company and MyBank was merged with and into United Business Bank. The BFC Acquisition was accounted for using the acquisition method of accounting.

 

Pursuant to the terms of the merger agreement, BFC shareholders received $62.00 in cash in exchange for each share of BFC common stock for total consideration paid of $23.5 million. As of November 30, BFC had estimated total assets of $157.8 million, gross loans receivable of $75.4 million and total deposits of $135.5 million.

 

Proposed Acquisition of Uniti Financial Corporation

 

On December 7, 2018, the Company entered into a definitive agreement (the "Agreement") with Uniti Financial Corporation (“UFC”), headquartered in Buena Park, California, pursuant to which UFC will be merged with and into BayCom Corp, and immediately thereafter UFC’s bank subsidiary, Uniti Bank, will be merged with and into United Business Bank. Uniti serves the Los Angeles and Orange County communities in southern California through three branches. Under the terms of the Agreement, UFC shareholders will receive $2.30 in cash and $1.69 in Company common stock for each share of UFC common stock or approximately $63.9 million in aggregate.

 

In the event the Agreement is terminated under certain specified circumstances in connection with a competing transaction, UFC will be required to pay the Company a termination fee of $1.5 million in cash. The proposed transaction is subject to customary requirements and approvals from regulatory authorities and shareholders of UFC. The merger is expected to close in the second quarter of 2019.

 

George J. Guarini, President and Chief Executive Officer of the Company stated, “2018 has been another transformational year for us. We closed our initial public offering in May 2018 and completed our sixth merger in November 2018, which added five branches and expanded our presence and density in the Albuquerque metropolitan area and nearby communities. We continue to believe in our focus on growth through strategic acquisitions as it permits us to diversify our loan portfolio with seasoned loans, expand our market areas and retain local lending personnel and credit administration personnel to manage client relationships. We believe our overall credit quality metrics remain strong because of this approach.”

 

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Mr. Guarini, continued, “Our pending Uniti Bank acquisition is expected to close in the second quarter of 2019 and we continue to actively look for new opportunities to expand our geographical market reach, build market penetration, and add value for our clients and increase earnings per share for our shareholders.”

 

Fourth Quarter and Year End Performance Highlights:

 

·Assets increased to $1.48 billion at December 31, 2018 compared to $1.25 billion at December 31, 2017 and compared to $1.34 billion at September 30, 2018 due primarily to the BFC Merger and organic loan growth.

 

·Net interest margin was 4.12% for the current quarter, compared to 4.06% in the preceding quarter and 3.96% in the fourth quarter a year ago;

 

·Loans, net of allowance for loan losses and deferred fees, grew to $970.2 million at December 31, 2018, from $896.4 million at September 30, 2018 and $886.9 million at December 31, 2017;

 

·Deposits increased $127.0 million or 11.2%, to $1.26 billion at December 31, 2018 compared to $1.13 billion at September 30, 2018, including non-interest bearing deposits increasing $48.7 million and were $1.10 billion at December 31, 2017. Non-interest bearing deposits represented 31.6% of total deposits at December 31, 2018 compared to 30.9% at September 30, 2018 and 29.6% at December 31, 2017;

 

·Non-accrual loans decreased to $3.1 million or 0.32% of total loans as of December 31, 2018, compared to $5.2 million or 0.58% of total loans as of September 30, 2018 and were $179,000 or 0.02% of total loans at December 31, 2017.

 

·The Bank remains a “well-capitalized” institution for regulatory capital purposes at December 31, 2018.

 

Earnings

 

Net interest income increased to $13.9 million for the fourth quarter of 2018 compared to $13.0 million in the preceding quarter and $11.8 million in the same quarter a year ago. These increases in net interest income were primarily due to an increase in average interest earning assets largely related to the BFC Acquisition in November 2018, the Plaza Bank acquisition in November 2017, and, to a lesser extent, the net proceeds received from the issuance of common stock in our initial public offering in the second quarter of 2018. Average interest earning assets increased $155.2 million or 13.1% for the three months ended December 31, 2018 compared to the same period in 2017, largely due to the BFC Acquisition. Interest income on loans for the quarters ended December 31, 2018 and December 31, 2017 included $892,000 and $983,000, respectively, in accretion of purchase accounting fair value adjustments on acquired loans including the recognition of revenue from purchase credit impaired loans in excess of discounts, compared to $948,000 for the quarter ended September 30, 2018. The net discount on these purchased loans was $7.5 million, $8.7 million, and $6.3 million at December 31, 2018, December 31, 2017 and September 30, 2018, respectively.

 

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The Company’s net interest margin was 4.12% for the fourth quarter of 2018 compared to 3.96% for the fourth quarter a year ago, and 4.06% for the preceding quarter. The increase in net interest margin during the fourth quarter of 2018 compared to the same quarter a year earlier is the result of a higher yield on loans and investments primarily due to higher market rates. Net interest margin is enhanced by the amortization of acquisition accounting discounts on loans acquired in acquisitions. Accretion of acquisition accounting discounts on loans and the recognition of revenue from purchase credit impaired loans in excess of discounts increased our net interest margin by 26 basis points, 30 basis points and 33 basis points during the fourth quarter of 2018, fourth quarter of 2017, and the third quarter of 2018, respectively. Our average yield on loans for the fourth quarter of 2018 was 5.38% compared to 5.28% for the same quarter last year and 5.24% for the third quarter of 2018. Our average cost of funds for the fourth quarter of 2018 was 0.68%, up from 0.60% for the fourth quarter of 2017 and was 0.64% for the third quarter of 2018. Increases in the cost of funds reflecting higher market rates were offset partially by increases in noninterest bearing deposit average balances.

 

Non-interest income for the fourth quarter of 2018 totaled $1.6 million compared to $1.4 million in the same quarter in 2017, and $1.6 million in the previous quarter. The increase in non-interest income compared to the same quarter last year was primarily due to increases in loan fee income, and other fees and service charges partially offset by a decrease in other income.

 

Non-interest expense for the fourth quarter of 2018 totaled $11.5 million, an increase of $2.1 million, or 22.0%, compared to $9.4 million for the fourth quarter of 2017, and increased $3.1 million, or 36.3%, compared to $8.4 million for the third quarter of 2018. Non-interest expenses for the fourth quarter of 2018 compared to same period last year increased primarily due to increases in data processing expense, and in salary and benefits related to the BFC Acquisition as well as an increase in the number of employees from the Plaza Bank acquisition in November 2017, and to a lesser extent in professional fees to ensure compliance with various public company requirements. Total non-interest expenses for the fourth quarter 2018 included $2.3 million in merger related expenses compared to $1.2 million in the same quarter in 2017.

 

The Company’s income tax provision was $1.2 million for the quarter ended December 31, 2018, compared to $1.6 million for the quarter ended September 30, 2018, and $4.6 million for the quarter ended December 31, 2017. The lower income tax provision in the fourth quarter of 2018 compared to the prior quarter was primarily due to lower pretax income. The primary reason for the lower income tax provision in the year ended December 31, 2018 compared to last year , was the reduction in the federal corporate income tax rate from 35% to 21% in 2018 due to the Tax Act partially offset by higher taxable income in 2018 compared to 2017. In addition, during the quarter ended December 31, 2017, the Company recorded a charge of $2.7 million through its federal income tax provision relating to changes to the Company’s net deferred tax asset valuation as a result of the Tax Act’s reduction in the federal corporate income tax rate.

 

Loans and Credit Quality

 

Loans, net of deferred fees, increased $84.3 million, or 9.5%, to $975.3 million at December 31, 2018, from $891.1 million at December 31, 2017 and increased $73.5 million, or 8.1%, as compared to $901.9 million at September 30, 2018. The increase in loans from the comparable period in 2017 and from the previous quarter was primarily due to the BFC Acquisition. Loan originations for quarter ended December 31, 2018 totaled $28.0 million compared to $31.5 million during the fourth quarter of 2017 and $32.7 million during the third quarter 2018. Loan originations in the fourth quarter of 2018 were spread throughout our markets with the majority focused in Alameda, Contra Costa, and Santa Clara Counties in California and King County in Washington, with commercial and residential real estate secured loans accounting for the majority of the originations during the quarter.

 

Non-accrual loans totaled $3.1 million or 0.32% of total loans at December 31, 2018, compared to $179,000, or 0.02% of total loans, at December 31, 2017 and $5.2 million, or 0.58% of total loans, at September 30, 2018. The increase in non-accrual loans from a year ago related to the migration of several unrelated loans totaling $3.0 million to non-accrual status including one loan totaling $1.9 million to a long-standing borrower of the Bank. At December 31, 2018 and September 30, 2018, $2.3 million of our non-accrual loans were guaranteed by government agencies. At December 31, 2018, accruing loans past due 30 to 89 days totaled $3.4 million compared to none at December 31, 2017 and $1.4 million at September 30, 2018. The past due 30 to 89 days at December 31, 2018 related to three loans totaling $913,000 that were in the process of renewal and nine loans totaling $2.5 million which were delinquent as to payments. At December 31, 2018 and 2017, there were no accruing loans past due more than 90 compared to $1.4 million at September 30, 2018.

 

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At December 31, 2018, our allowance for loan losses was $5.1 million, or 0.53% of total loans, compared to $4.2 million, or 0.47% of total loans, at December 31, 2017 and $5.5 million, or 0.61% of total loans, at September 30, 2018. The allowance for loan losses plus the discount recorded on acquired loans totaled $12.7 million, representing 1.29% of total loans at December 31, 2018 compared to $12.9 million or 1.48% of total loans at December 31, 2017 and $11.8 million or 1.30% of total loans at September 30, 2018. Included in the carrying value of loans are net discounts on acquired loans as they are carried at their estimated fair value on the date on which they were acquired. As of December 31, 2018, acquired loans, net of their discounts, totaled $392.8 million compared to $399.1 million at December 31, 2017 and $343.9 million at September 30, 2018. The provision for loan losses recorded in the fourth quarter of 2018 totaled $264,000 compared to $117,000 for the same quarter in 2017 and $1.1 million for the third quarter of 2018. At December 31, 2018, our allowance for loan losses specific reserves decreased to $10,000 compared to $13,000 at December 31, 2017 and $685,000 at September 30, 2018. Net charge-offs in the fourth quarter 2018 totaled $624,000 compared to a net recovery of $23,000 during the same quarter in 2017 and $182,000 in the previous quarter.

 

Deposits and Borrowings

 

Deposits totaled $1.26 billion at December 31, 2018, compared to $1.10 billion at December 31, 2017 and $1.13 billion at September 30, 2018. The increase in deposits from the same quarter a year ago was primarily attributable to the $135.4 million of deposits acquired in connection with the BFC Acquisition in November 2018. Non-interest bearing deposits totaled $398.0 million, or 31.6% of total deposits, at December 31, 2018 compared to $327.3 million, or 29.6% of total deposits, at December 31, 2017, and $349.3 million, or 30.9% of total deposits, at September 30, 2018.

 

At December 31, 2018, borrowings totaled $8.2 million compared to $11.4 million at December 31, 2017 and $5.4 million at September 30, 2018. During the second quarter 2018, we repaid $6.0 million in long-term secured borrowings out of the net proceeds from our initial public offering. Our borrowings at December 31, 2018 relate to junior subordinated debentures assumed in connection with our acquisition of First ULB Corp. in April 2017 and the BFC Acquisition in November 2018.

 

Shareholders’ Equity

 

Total shareholders’ equity increased to $200.8 million at December 31, 2018 from $118.6 million at December 31, 2017, and $197.3 million at September 30, 2018. The increase in shareholders’ equity during 2018 compared to 2017 also included, in addition to net income, the common stock issued in our initial public offering of $66.0 million, net of expenses and underwriting commissions.

 

About BayCom Corp

 

The Company, through its wholly owned operating subsidiary, United Business Bank, offers a full-range of loans, including SBA, FSA and USDA guaranteed loans, and deposit products and services to businesses and its affiliates in California, Washington and New Mexico. The Bank also offers business escrow services and facilitates tax free exchanges through its Bankers Exchange Division. The Bank is an Equal Housing Lender and a member of FDIC. The Company is traded on the NASDAQ under the symbol “BCML”. For more information, go to www.unitedbusinessbank.com.

 

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Forward-Looking Statements

 

This release, as well as other public or shareholder communications released by the Company, may contain forward-looking statements, including, but not limited to, (i) statements regarding the financial condition, results of operations and 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) other statements identified by the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" or similar expressions that are intended to identify "forward-looking statements", within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking 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 business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

  

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: expected revenues, cost savings, synergies and other benefits from the proposed merger of the Company and UFC and the recent merger of the Company and BFC might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the requisite shareholder and regulatory approvals and other closing conditions for the UFC Merger may be delayed or may not be obtained or the merger agreement may be terminated; business disruption may occur following or in connection with the UFC Merger; the Company’s or UFC’s businesses may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the possibility that the proposed merger is more expensive to complete than anticipated, including as a result of unexpected factors or events; the diversion of managements’ attention from ongoing business operations and opportunities as a result of the UFC Merger or otherwise; future acquisitions by the Company of other depository institutions or lines of business; changes in general economic conditions and conditions within the securities market; legislative and regulatory changes; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; the Company's ability to access cost-effective funding; 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; increased competitive pressures; changes in management’s business strategies; and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission ("SEC"), including our prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on May 4, 2018, Quarterly Reports on Form 10-Q and other filings with the SEC that are available on our website at www.unitedbusinessbank.com and on the SEC's website at www.sec.gov.

 

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 materially from any opinions or statements expressed with respect to future periods in any current statements.

 

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-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. When considering forward-looking statements, you should keep in mind these risks and uncertainties. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made.

 

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BAYCOM CORP
STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
   (Dollars in thousands, except earnings per share data) 
   Three months ended   Full Year 
   December 31,   September 30,   December 31,   December 31,   December 31, 
   2018   2018   2017   2018   2017 
Interest income                         
Interest Income - non-real estate  $1,577   $1,428   $1,488   $5,856   $5,167 
Interest Income - real estate   10,253    9,668    9,398    39,552    32,227 
Interest on investment securities   775    564    194    2,053    602 
Interest on Federal funds sold and other bank deposits   1,773    1,679    939    5,687    2,564 
Mark to market accretion and net fee amortization   892    948    983    3,712    3,693 
Total interest income  $15,270   $14,287   $13,003   $56,860   $44,253 
Interest expense                         
Interest on transaction accounts   574    546    475    2,062    1,851 
Interest on time deposits   705    633    555    2,400    2,057 
Interest on borrowings   102    93    152    480    404 
Total interest expense  $1,381   $1,272   $1,182   $4,942   $4,312 
Net interest income   13,889    13,015    11,820    51,918    39,941 
Provision for loan losses   264    1,081    117    1,842    462 
Net interest income after provision for loan losses  $13,625   $11,934   $11,703   $50,076   $39,479 
Non-interest income                         
Loan fee income   413    312   $106    1,243    566 
Service charge income   79    75    90    318    275 
Other fees and service charges   505    436    338    1,692    974 
Gain on sale of loans   438    424    461    2,061    2,173 
Other Income   200    391    423    1,768    806 
Total non-interest income  $1,635   $1,638   $1,419   $7,082   $4,794 
Non-interest expense                         
Salaries and benefits   6,478    5,506    5,303    21,445    17,018 
Occupancy   1,040    976    936    4,259    3,227 
Professional   612    374    468    1,885    1,217 
Insurance   145    146    152    556    508 
Data processing   1,957    526    1,487    3,806    4,735 
Office   466    272    367    1,450    1,178 
Marketing   292    228    183    979    601 
Core deposit premium   304    289    277    1,172    850 
Net loan default expenses   31    7    87    82    306 
Other miscellaneous   149    93    144    1,036    484 
Total non-interest expense  $11,474   $8,417   $9,404   $36,670   $30,124 
Income before provision for income taxes   3,786    5,155    3,717    20,488    14,149 
Provision for income taxes   1,169    1,637    4,556    5,996    8,889 
Net income (loss)  $2,617   $3,518   $(839)  $14,492   $5,260 
                          
Net income per common share:                         
Basic  $0.24   $0.31   $(0.12)  $1.50   $0.81 
Diluted  $0.24   $0.31   $(0.12)  $1.50   $0.81 
Weighted average shares used to compute net income per common share:                         
Basic   10,869,275    10,869,275    7,265,506    9,692,009    6,521,664 
Diluted   10,869,275    10,869,275    7,265,506    9,692,009    6,521,664 
                          
Comprehensive income:                         
Net income (loss)  $2,617   $3,518   $(839)  $14,492   $5,260 
Other comprehensive income:                         
Change in net unrealized gain (loss) on available-for-sale securities   664    (300)   19    (442)   152 
Deferred tax (benefit) expense   (201)   88    (8)   126    (63)
Other comprehensive income (loss), net of tax   463    (212)   11    (316)   89 
Comprehensive income  $3,080   $3,306   $(828)  $14,176   $5,349 

 

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BAYCOM CORP
STATEMENT OF CONDITION (UNAUDITED)
At December 31, 2018, September 30, 2018, and December 31, 2017
(Dollars in thousands)
  

December 31,

2018

   September 30, 2018  

December 31,

2017

 
Assets               
Cash and due from banks  $323,581   $314,217   $249,853 
Investments   115,143    78,136    50,007 
Loans held for sale   855    585    3,245 
Loans, net of deferred fees   975,329    901,869    891,079 
Allowance for loans losses   (5,140)   (5,500)   (4,215)
Bank premises and equipment, net   11,168    7,744    8,399 
Cash surrender value of Bank owned life insurance policies, net   19,602    16,586    17,132 
Core deposit premium, net   7,405    3,904    4,772 
Goodwill   14,594    10,365    10,365 
Interest receivable and other assets   15,858    16,291    15,157 
Total assets  $1,478,395   $1,344,197   $1,245,794 
                
Liabilities and Shareholders' Equity               
Liabilities               
Deposits               
Non-interest bearing  $398,045   $349,346   $327,309 
Interest bearing:               
Transaction accounts and savings   510,150    447,453    405,952 
Premium money market   134,219    130,593    142,238 
Time Deposits   215,354    203,329    228,806 
Total deposits  $1,257,768   $1,130,721   $1,104,305 
Other borrowings   -    -    6,000 
Junior subordinated deferred interest debentures, net   8,161    5,428    5,387 
Salary continuation plan   3,338    3,256    4,046 
Interest payable and other liabilities   8,376    7,482    7,421 
Total liabilities  $1,277,643   $1,146,887   $1,127,159 
                
Shareholders' Equity               
                
Common stock, no par value  $149,535   $149,173   $81,594 
Retained earnings   51,320    48,703    36,828 
Accumulated other comprehensive (loss) income   (103)   (566)   213 
Total shareholders' equity   200,752    197,310    118,635 
Total liabilities and shareholders' equity  $1,478,395   $1,344,197   $1,245,794 

 

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FINANCIAL HIGHLIGHTS (UNAUDITED)
(Dollars in thousands, except per share data)
   At and for the three months ended   Full Year 
   December 31,   September 30,   December 31,   December 31,   December 31, 
Selected Financial Ratios and Other Data:  2018   2018   2017   2018   2017 
Performance Ratios:                         
Return on average assets (1)   0.75%   1.05%   -2.70%   1.10%   0.51%
Return on average equity (1)   5.24%   7.16%   -2.88%   8.48%   5.28%
Yield on earning assets (1)   4.57%   4.46%   4.36%   4.52%   4.59%
Rate paid on average interest bearing liabilities   0.68%   0.64%   0.60%   0.62%   0.65%
Interest rate spread - average during the period   3.89%   3.82%   3.77%   5.43%   3.94%
Net interest margin (1)   4.16%   4.06%   3.96%   5.52%   4.14%
Loan to deposit ratio   77.54%   79.76%   80.69%   77.54%   80.69%
Efficiency ratio (2)   73.91%   57.44%   71.03%   62.15%   67.34%
Charge-offs/(recoveries), net  $624   $182   $(23)  $917   $22 
                          
Per Share Data:                         
Shares outstanding at end of period   10,869,275    10,869,275    7,496,995    10,869,275    7,496,995 
Average diluted shares outstanding   10,869,275    10,869,275    7,265,506    9,692,009    6,521,664 
Diluted earnings (loss) per share  $0.24   $0.31   $(0.12)  $1.50   $0.81 
Book value per share   18.47    18.15    15.82           
Tangible book value per share (3)   16.45    16.84    13.81           
                          
Asset Quality Data:                         
Non-performing assets to total assets (4)   0.27%   0.41%   0.01%          
Non-performing loans to total loans (5)   0.32%   0.58%   0.02%          
Allowance for loan losses to non-performing loans   164.32%   105.65%   2354.75%          
Allowance for loan losses to total loans   0.53%   0.61%   0.47%          
Classified assets (graded substandard and doubtful)  $8,603   $10,358   $7,017           
Total accruing loans 30-89 days past due   4,330    1,434    1,894           
Total loans 90 days past due and still accruing   -    1,424    -           
                          
Capital Ratios:                         
Tier 1 leverage ratio - Bank   10.80%   9.44%   8.92%          
Common equity tier 1 - Bank   14.63%   13.55%   12.43%          
Tier 1 capital ratio - Bank   14.63%   13.55%   12.43%          
Total capital ratio - Bank   15.17%   14.18%   12.40%          
Equity to total assets at end of period   13.58%   14.68%   9.52%          
                          
Loans:                         
Real estate  $857,290   $790,758   $779,885           
Non-real estate   122,444    112,225    119,712           
Loans held for sale   855    585    3,245           
Non-accrual loans   3,128    5,206    179           
Mark to fair value at acquisition   (7,533)   (6,320)   (8,697)          
Total Loans  $976,184   $902,454   $894,324           
                          
Other Data:                         
Number of full service offices   22    17    19           
Number of full-time equivalent employees   214    164    158           

 

(1)Annualized.
(2)Total noninterest expense as a percentage of net interest income and total other noninterest income.
(3)Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure. See also non-GAAP financial measures below.
(4)Non-performing assets consist of non-accruing loans and real estate owned.
(5)Non-performing loans consist of non-accruing loans.

 

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Acquisition of Bethlehem Financial Corporation:

 

The following table provides the estimated fair value of the assets acquired and liabilities assumed in the BFC acquisition at November 30, 2018 (in thousands):

 

   Acquisition 
   Date 
   November 30, 2018 
     
Fair value of Assets acquired and liabilities assumed:     
Cash and due from Banks  $4,932 
Interest bearing deposits   9,346 
Total cash and cash equivalents   14,278 
Investment securities   56,198 
FRB and FHLB stock   327 
Loans   75,384 
Core deposit intangible   3,604 
Premises and equipment   3,291 
BOLI   2,937 
Other real estate owned   1,066 
Other assets   735 
Total assets acquired   157,820 
      
Liabilities:     
Deposits     
Non-interest bearing   97,771 
Interest bearing   37,711 
Total deposits   135,482 
Other borrowings   2,715 
Other liabilities   329 
Total liabilities assumed   138,526 
Cash consideration   23,523 
Goodwill  $4,229 

 

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Non-GAAP Financial Measures:

 

In addition to results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this earnings release contains the tangible book value per share, a non-GAAP financial measure. Tangible common shareholders’ equity is calculated by excluding intangible assets from shareholders’ equity.  For this financial measure, the Company’s intangible assets are goodwill and core deposit intangibles. Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding. The Company believes that this measure is consistent with the capital treatment by our bank regulatory agencies, which excludes intangible assets from the calculation of risk-based capital ratios and presents this measure to facilitate comparison of the quality and composition of the Company's capital over time and in comparison to its competitors. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Further, this non-GAAP financial measure of tangible book value per share should not be considered in isolation or as a substitute for book value per share or total shareholders' equity determined in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

 

Reconciliation of the GAAP and non-GAAP financial measure is presented below.

 

   Non-GAAP Measures 
   (Dollars in Thousands) 
   December 31,   September 30,   December 31, 
   2018   2018   2017 
Non-GAAP Data:               
Total common shareholders' equity  $200,752   $197,310   $118,635 
less: Goodwill and other intangibles   21,999    14,269    15,137 
Tangible common shareholders' equity  $178,753   $183,041   $103,498 
                
Total assets  $1,478,395   $1,344,197   $1,245,794 
less: Goodwill and other intangibles   21,999    14,269    15,137 
Total tangible assets  $1,456,396   $1,329,928   $1,230,657 
                
Tangible equity to tangible assets   12.27%   13.76%   8.41%
Average equity to average assets   12.94%   14.62%   9.70%
Tangible book value per share  $16.45   $16.84   $13.81 

 

CONTACT:

 

BayCom Corp

Keary Colwell, 925-476-1800

kcolwell@ubb-us.com

Source: BayCom Corp

  

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