BayCom Corp [BCML] Filings

10-Q 1 bcml-20240930x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2024

	or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission File Number: 001-38483

BAYCOM CORP

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (925) 476-1800

None

(Former name, former address and former fiscal year, if changed since last report)

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, no par value per share	BCML	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller reporting company ☒

	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

As of November 6, 2024, there were 11,121,475 shares of the registrant’s common stock outstanding.

Table of Contents

BAYCOM CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	2

ITEM 1. FINANCIAL STATEMENTS	2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57

ITEM 4. CONTROLS AND PROCEDURES	57

PART II — OTHER INFORMATION	58

ITEM 1. LEGAL PROCEEDINGS	58

ITEM 1A. RISK FACTORS	58

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	58

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	58

ITEM 4. MINE SAFETY DISCLOSURES	58

ITEM 5. OTHER INFORMATION	59

ITEM 6. EXHIBITS	59

SIGNATURES	60

In this document, “BayCom” refers to BayCom Corp, the “Bank” refers to United Business Bank, BayCom’s wholly-owned subsidiary, and the “Company,” “we,” “us,” and “our” refer to BayCom and the Bank collectively, unless the context otherwise requires.

Table of Contents

BAYCOM CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements


	Condensed Consolidated Balance Sheets (unaudited)	3

	Condensed Consolidated Statements of Income (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (unaudited)	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)	6

	Condensed Consolidated Statements of Cash Flows (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(unaudited)


	September 30,		December 31,
	2024		2023
ASSETS
Cash due from banks	$	25,666	$	17,901
Federal funds sold and interest-bearing balances in banks		275,618		289,638
Cash and cash equivalents		301,284		307,539
Time deposits in banks		498		1,245
Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $0 at both September 30, 2024 and December 31, 2023		193,762		163,152
Equity securities, at fair value		14,329		12,585
Federal Home Loan Bank ("FHLB") stock, at par		11,313		11,313
Federal Reserve Bank ("FRB") stock, at par		9,640		9,626
Loans held for sale		2,252		—
Loans, net of allowance for credit losses of $18,310 at September 30, 2024 and $22,000 at December 31, 2023		1,893,795		1,905,829
Premises and equipment, net		13,777		13,734
Core deposit intangible, net		2,999		3,915
Cash surrender value of bank owned life insurance ("BOLI") policies, net		23,409		22,867
Right-of-use assets ("ROU"), net		12,709		13,939
Goodwill		38,838		38,838
Interest receivable and other assets		43,735		47,378
Total assets	$	2,562,340	$	2,551,960
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest and interest bearing deposits	$	2,136,441	$	2,132,750
Junior subordinated deferrable interest debentures, net		8,625		8,565
Subordinated debt, net		63,694		63,881
Salary continuation plan		4,697		4,552
Lease liabilities		13,660		14,752
Interest payable and other liabilities		13,542		14,591
Total liabilities		2,240,659		2,239,091
Commitments and contingencies (Note 17)
Shareholders' equity
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both September 30, 2024 and December 31, 2023		—		—
Common stock, no par value; 100,000,000 shares authorized; 11,130,372 and 11,551,271 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		172,183		180,913
Additional paid in capital		287		287
Accumulated other comprehensive loss, net of tax		(11,168)		(14,592)
Retained earnings		160,379		146,261
Total shareholders’ equity		321,681		312,869
Total liabilities and shareholders’ equity	$	2,562,340	$	2,551,960

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for share and per share data)

(unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023

Interest income:
Loans, including fees	$	26,232	$	27,229	$	76,503	$	80,151
Investment securities		2,393		1,704		6,530		5,037
Fed funds sold and interest-bearing balances in banks		4,414		3,521		13,348		7,910
FHLB dividends		243		232		762		616
FRB dividends		144		144		433		432
Total interest and dividend income		33,426		32,830		97,576		94,146
Interest expense:
Deposits		9,448		6,908		26,677		16,489
Subordinated debt		892		896		2,676		2,687
Junior subordinated deferrable interest debentures		221		217		656		623
Total interest expense		10,561		8,021		30,009		19,799
Net interest income		22,865		24,809		67,567		74,347
Provision for (reversal of) credit losses		1,245		674		1,668		(311)
Net interest income after provision for (reversal of) credit losses		21,620		24,135		65,899		74,658
Noninterest income:
Gain on sale of loans		—		28		287		508
Gain (loss) on equity securities		1,420		(274)		1,672		(2,087)
Service charges and other fees		898		973		2,471		2,740
Loan servicing and other loan fees		324		431		1,157		1,434
(Loss) income on investment in Small Business Investment Company (“SBIC”) fund		(253)		225		(212)		939
Other income and fees		356		271		915		769
Total noninterest income		2,745		1,654		6,290		4,303
Noninterest expense:
Salaries and employee benefits		9,569		10,284		29,247		32,065
Occupancy and equipment		2,209		2,133		6,496		6,134
Data processing		1,973		1,774		5,376		4,855
Other expense		2,323		2,328		7,038		6,551
Total noninterest expense		16,074		16,519		48,157		49,605
Income before provision for income taxes		8,291		9,270		24,032		29,356
Provision for income taxes		2,274		2,640		6,538		8,327
Net income	$	6,017	$	6,630	$	17,494	$	21,029
Earnings per common share:
Basic earnings per common share	$	0.54	$	0.56	$	1.55	$	1.72
Weighted average common shares outstanding		11,148,482		11,812,583		11,308,901		12,243,506

Diluted earnings per common share	$	0.54	$	0.56	$	1.55	$	1.72
Weighted average common shares outstanding		11,148,482		11,812,583		11,308,901		12,243,506

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(unaudited)


		Three months ended			Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023

Net income	$	6,017	$	6,630	$	17,494	$	21,029
Other comprehensive income (loss):
Change in unrealized gain (loss) on AFS securities		3,414		(1,178)		4,820		(8,001)
Deferred tax (expense) benefit		(980)		338		(1,396)		2,302
Other comprehensive income (loss), net of tax		2,434		(840)		3,424		(5,699)
Total comprehensive income	$	8,451	$	5,790	$	20,918	$	15,330

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except for share and per share data)

(unaudited)


						Accumulated
		Common		Additional		Other				Total
	Number of	Stock		Paid in		Comprehensive		Retained		Shareholders’
	Shares	Amount		Capital		Income/(Loss)		Earnings		Equity
Three months ended September 30, 2024
Balance, July 1, 2024	11,172,323	$	173,108	$	287	$	(13,602)	$	155,472	$	315,265
Net income									6,017		6,017
Other comprehensive income, net							2,434				2,434
Restricted stock granted	9,289										—
Cash dividends of $0.10 per share									(1,110)		(1,110)
Stock based compensation			159								159
Repurchase of shares	(51,240)		(1,084)								(1,084)
Balance, September 30, 2024	11,130,372	$	172,183	$	287	$	(11,168)	$	160,379	$	321,681

Three months ended September 30, 2023
Balance, July 1, 2023	11,900,022	$	187,579	$	287	$	(16,420)	$	135,568	$	307,014
Net income									6,630		6,630
Other comprehensive loss, net							(840)				(840)
Restricted stock granted	13,457										—
Cash dividends of $0.10 per share									(1,177)		(1,177)
Stock based compensation			153								153
Repurchase of shares	(239,649)		(4,520)								(4,520)
Balance, September 30, 2023	11,673,830	$	183,212	$	287	$	(17,260)	$	141,021	$	307,260


						Accumulated
		Common		Additional		Other				Total
	Number of	Stock		Paid in		Comprehensive		Retained		Shareholders’
	Shares	Amount		Capital		Income/(Loss)		Earnings		Equity
Nine months ended September 30, 2024
Balance, January 1, 2024	11,551,271	$	180,913	$	287	$	(14,592)	$	146,261	$	312,869
Net income									17,494		17,494
Other comprehensive income, net							3,424				3,424
Restricted stock granted	33,760										—
Forfeiture of restricted stock granted	(505)										—
Cash dividends of $0.30 per share									(3,376)		(3,376)
Stock based compensation			483								483
Repurchase of shares	(454,154)		(9,213)								(9,213)
Balance, September 30, 2024	11,130,372	$	172,183	$	287	$	(11,168)	$	160,379	$	321,681

Nine months ended September 30, 2023
Balance, January 1, 2023 (As Restated)	12,838,462	$	204,301	$	287	$	(11,561)	$	124,122	$	317,149
Net income									21,029		21,029
Other comprehensive loss, net							(5,699)				(5,699)
Cumulative change from adoption of ASU 2016-13, net of tax									(491)		(491)
Restricted stock granted	41,849										—
Cash dividends of $0.30 per share									(3,639)		(3,639)
Stock based compensation			585								585
Repurchase of shares	(1,206,481)		(21,674)								(21,674)
Balance, September 30, 2023	11,673,830	$	183,212	$	287	$	(17,260)	$	141,021	$	307,260

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Nine months ended
	September 30,
	2024		2023

Cash flows from operating activities:
Net income	$	17,494	$	21,029
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (reversal of) credit losses		1,668		(311)
Deferred tax expense (benefit)		3,409		(1,711)
Accretion on acquired loans		(95)		(941)
Gain on sale of loans		(287)		(508)
Proceeds from sale of loans originated for sale		4,749		9,585
Loans originated for sale		(3,562)		(7,202)
Loss on sale of OREO		—		21
Accretion on junior subordinated debentures		60		60
Gain on repayment of subordinated debt, net		(34)		—
Increase in cash surrender value of life insurance policies		(542)		(505)
Amortization/accretion of premiums/discounts on investment securities, net		18		295
(Gain) loss on equity securities		(1,672)		2,087
Depreciation and amortization		1,537		1,266
Core deposit intangible amortization		916		980
Stock based compensation expense		483		585
Decrease in deferred loan origination fees, net		(128)		(156)
Net change in interest receivable and other assets		(7)		2,345
Increase in salary continuation plan, net		145		46
Net change in interest payable and other liabilities

BayCom Corp [BCML] Filings
10-Q	[2024-11-12]
10-Q	[2024-08-09]
10-Q	[2024-05-10]
10-K	[2024-03-15]
10-Q	[2023-11-13]
10-Q	[2023-08-14]
10-Q	[2023-05-15]
10-K	[2023-03-31]
10-Q	[2022-11-10]
10-Q	[2022-08-15]
10-Q	[2022-05-16]
10-K	[2022-03-31]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
10-Q	[2021-05-13]
10-K	[2021-03-23]
10-Q	[2020-11-06]
10-Q	[2020-08-10]
10-Q	[2020-05-08]
10-K	[2020-03-16]
10-Q	[2019-11-12]
10-Q	[2019-08-09]
10-Q	[2019-05-15]
10-K	[2019-03-19]
10-Q	[2018-11-09]
10-Q	[2018-08-14]
10-Q	[2018-06-18]
S-1	[2018-04-11]