Baycom Corp (BCML) SEC Filing 10-Q Quarterly report for the period ending Sunday, June 30, 2019

Exhibit 99.1

Press Release

BayCom Corp Reports 2019 Second Quarter Earnings of $2.2 Million

WALNUT CREEK, CA, July 26, 2019--(Business Wire)—BayCom Corp (the “Company”) (NASDAQ:BCML), the holding company for United Business Bank (the “Bank”), announced earnings of $2.2 million, or $0.20 per diluted share for the second quarter of 2019 compared to earnings of $4.9 million or $0.45 per diluted share for the first quarter of 2019 and $4.3 million, or $0.45 per diluted share for the second quarter of 2018. Earnings for the second quarter of 2019 compared to the prior quarter decreased $2.7 million, or 55%, as a result of increases of $1.1 million in net interest income, and $421,000 in non-interest income offset by a $5.1 million increase in non-interest expense driven by $3.7 million of acquisition related expenses related to our acquisition of Uniti Financial Corporation (“UFC”) in May 2019 (the “UFC Acquisition”). The impact of acquisition related expenses was $0.27 per diluted share for the quarter ended June 30, 2019 compared to none for both the first quarter of 2019 and the quarter ended June 30, 2018. The Company had net income of $7.2 million, or $0.64 per diluted common share, for the six months ended June 30, 2019, compared to $8.4 million, or $0.99 per diluted common share, for the six months ended June 30, 2018.

Acquisition of UFC

On May 24, 2019, the Company completed the UFC Acquisition. As of the acquisition date, UFC was merged with and into the Company and UFC’s wholly owned subsidiary, Uniti Bank was merged with and into the Bank. The UFC Acquisition was accounted for using the acquisition method of accounting.

Pursuant to the terms of the merger agreement, UFC shareholders received $2.30 in cash and 0.07234 shares of the Company’s common stock in exchange for each share of UFC common stock. The Company issued an aggregate of 1,115,006 shares of its common stock and paid cash of $35.5 million in the transaction, for total consideration paid of $62.7 million. As of May 24, 2019, UFC had estimated total assets of $334.3 million, gross loans receivable of $275.7 million and total deposits of $278.9 million.

Proposed Acquisition of TIG Bancorp

On July 1, 2019, BayCom Corp and TIG Bancorp (“TIG”), the holding company for First State Bank of Colorado, announced the signing of an Agreement and Plan of Merger (the “Agreement”), under which BayCom agreed to acquire TIG in a cash and stock transaction valued at approximately $39.4 million, or $12.37 per share, based on the BayCom common stock price closing price of $21.90 per share on June 28, 2019. The total value of the transaction will fluctuate until closing based on the value of the Company’s common stock price.

Under the terms of the Agreement, TIG will be merged with and into the Company with the Company as the surviving corporation in the merger. Immediately after the merger, First State Bank of Colorado, will merge with and into the Bank, with the Bank as the surviving bank. The transaction was unanimously approved and adopted by the Board of Directors of each company and is expected to be completed in the fourth calendar quarter of 2019, subject to customary closing conditions, regulatory approval, and approval of TIG’s shareholders.

Pursuant to the terms of the Agreement, each TIG shareholder will receive $6.34 in cash and 0.27543 shares of the Company’s common stock in exchange for each share of TIG common stock. Upon consummation of the transaction, the shareholders of TIG will own approximately 6.8% of the Company. At June 30, 2019, TIG had approximately $230.5 million in total assets, $146.2 million in loans, $197.0 million in total deposits and $32.0 million in shareholders’ equity.

George Guarini, President and CEO of BayCom, stated, “From a strategic perspective, we think First State Bank of Colorado is a great fit. The merger will provide United Business Bank with a significant presence in Colorado, including entry into the attractive Denver and Colorado Springs markets. We look forward to the prospects of establishing new relationships, enhancing our position in the market and building on an already strong foundation.”