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.”

 


The following information was filed by Baycom Corp (BCML) on Wednesday, January 30, 2019 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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