Baycom Corp · NASDAQ:BCML
Baycom — Merger or Acquisition (July 2019)
13 slides from Baycom's merger presentation, Jul 1, 2019
Slide 1: Expansion into the Rockies: TIG Bancorp
July 1, 2019 Expansion into the Rockies TIG Bancorp Holding Company for
Slide 2: Forward Looking Statements
2 Forward Looking Statements When used in this presentation and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive offi
Slide 3: Safe Harbor
3 Safe Harbor Additional Information: In connection with the proposed merger, BayCom will file with the SEC a registration statement on Form S-4 that will include a proxy statement of TIG and a prospectus of BayCom, as well as other relevant documents concerning the proposed transaction. This commun
Slide 4: Transaction Rationale
4 Transaction Rationale Strategically Compelling Financially Attractive Low Risk □ Comprehensive due diligence process completed □ BCML has a successful track record completing and integrating mergers and acquisitions, including most recently, Uniti Financial Corporation □ Accretive to BCML’s low co
Slide 5: Corporate Overview – TIG Bancorp Overview
5 □ Balance Sheet: ▪ Assets: $ 229.2 million ▪ Loans: $146.2 million ▪ Deposits: $198.4 million □ Capital Ratios: ▪ TE/TA: 12.11% ▪ Leverage Ratio - Bank: 11.33% ▪ Total Capital Ratio - Bank: 18.71% □ Asset Quality: ▪ NPAs/Assets (ex. TDRs): 0.57% ▪ Reserves/Loans: 0.72% □ Profitability - Bank: ▪ RO
Slide 6: Transaction Terms
6 Transaction Terms Aggregate Deal Value 1 Termination Fee Anticipated Closing □ Q4 2019 □ $39.5 million □ Price/LTM EPS: 15.9x □ Price/2019 Est. EPS : 13.9x Purchase Price¹ Consideration Mix¹ P/TBV Required Approvals □ $12.40 per share □ Approximately 49% stock and 51% cash based on fixed exchange
Slide 7: Key Transaction Assumptions
7 Key Transaction Assumptions Estimated Cost Savings Capital Contingency: □ 3 5 % □ None modeled Purchase Accounting Marks Core Deposit Intangible Revenue Synergies: □ $2.9 million loan mark, approximately 2.0% □ $3.3 million, 1.95% on non - maturity deposits □ None
Slide 8: Pro Forma Loan Portfolio
8 Pro Forma Loan Portfolio 1) Includes combination with UIFC which closed May 24, 2019 Bank level regulatory data shown; does not include purchase accounting adjustments; as of March 31, 2019 Source: Regulatory call reports, S&P Global Market Intelligence BCML¹ TIG Bancorp Pro Forma Composition Comp
Slide 9: Pro Forma Deposit Composition
9 Non Int. Bearing 34.4% NOW Accts 12.6% MMDA & Sav 32.5% Time Deposits < $100k 2.9% Time Deposits > $100k 17.6% Pro Forma Deposit Composition BCML¹ TIG Bancorp Pro Forma 1) Includes combination with UIFC which closed May 24, 2019 Bank level regulatory data shown; does not include purchase accountin
Slide 10: Market Highlights – Denver MSA
10 1) As of June 30, 2018 Source : S&P Global Market Intelligence, Choose Colorado. com Market Highlights – Denver MSA Deposit Market Share 1 Demographic Overview Large Employers and Universities Denver MSA □ Largest city in Colorado □ 2019 Population: 2,959,584 □ Projected Population Growth (2019 -
Slide 11: Market Highlights – Colorado Springs MSA
11 1) As of June 30, 2018 Source : S&P Global Market Intelligence, Choose Colorado. com Market Highlights – Colorado Springs MSA Deposit Market Share 1 Demographic Overview Large Employers and Universities Colorado Springs MSA □ Second largest city in Colorado □ Home to Fort Carson, a significant Ar
Slide 12: Market Highlights – Delta and Custer Counties
12 1) As of June 30, 2018 Source : S&P Global Market Intelligence Market Highlights – Delta and Custer Counties Delta County 2018 # Total Total Of Deposits Market Rank Institution (ST) Branches In Market Share (%) 1 Pinnacle Bancorp Inc. (NE) 3 117,612 22.70 2 TIG Bancorp (CO) 4 99,277 19.16 3 Wells
Slide 13: First State Bank of Colorado Financial Overview
13 First State Bank of Colorado Financial Overview Source : S&P Global Market Intelligence In $000s except for per share data 12/31/16 12/31/17 12/31/18 6/30/18 9/30/18 12/31/18 3/31/19 Balance Sheet Total Assets $210,642 $217,353 $237,766 $228,488 $237,117 $237,766 $228,858 Total Loans $132,409 $14