Slide 1: Investor Presentation August 2020
1 Investor Presentation August 2020 Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333 - 237791 Dated August 3, 2020
Slide 2: Disclosure Statement
2 Disclosure Statement This presentation contains statements that are considered forward looking statements within the meaning of and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 . Forward looking statements typically are identified
Slide 3: Disclosure Statement
3 Disclosure Statement There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business , financial condition and results of operations . Readers are cautioned not to place undue reliance on our forward looking statements, which refle
Slide 4: Terms of the Planned Capital Raise
4 Terms of the Planned Capital Raise Issuer BayCom Corp (NASDAQ: BCML) Security Fixed-to-Floating Subordinated Notes Due 2030 Rating BBB by Egan-Jones Ratings Company Principal Amount $50 Million Type S-3 Shelf / SEC Registered Maturity Date July 2030 Term 10 Years Call Date 5 Years Use of Proceeds
Slide 5: Company Overview
RACE A RP NS Company Overview
Slide 6: Experienced Leadership Team
6 Experienced Leadership Team George Guarini – Founder, President and Chief Executive Officer • Founded UBB on July 20, 2004 • Mr. Guarini has held executive and senior level management positions with national and regional financial institutions • 31 years of banking experience • Previously the acti
Slide 7: Investment Highlights
7 Investment Highlights Attractive Franchise Strong Core Deposits Conservative Risk Culture Disciplined Growth Strategy Strong Capital & Liquidity □ Diversified business model driving core earnings growth □ Attractive mix of metropolitan and rural markets provides both growth opportunities and stabl
Slide 8: BayCom Corp – Who We Are
8 BayCom Corp – Who We Are Overview Financial Highlights (1) Non - GAAP measure, see reconciliation in Appendix (2) Regulatory capital ratios are for United Business Bank only (3) For interagency guidance purposes, CRE loans include non - owner occupied CRE, multifamily, and construction & land; Rat
Slide 9: Franchise Footprint
9 Franchise Footprint Full Service Branch Location Seattle, WA Total Deposits: $129.8 Million Los Angeles, CA Total Deposits: $320.1 Million Northern California Total Deposits: $939.7 Million New Mexico Total Deposits: $169.3 Million Colorado Total Deposits: $328.0 Million Note: As of June 30, 2020
Slide 10: Disciplined Acquisition Strategy
10 $623 $675 $1,246 $1,478 $1,994 $2,190 2015 2016 2017 2018 2019 2020 Q2 Assets ($ Millions) Disciplined Acquisition Strategy Proven Strength in Acquiring & Integrating Community Banks February 2015 Assets: $130mm Branches: 3 Central Valley CA April 2017 Assets: $473mm Branches: 7 Bay Area CA Seatt
Slide 11: Ample Potential M&A Opportunities
11 Ample Potential M&A Opportunities Headquarters of Potential Acquisition Opportunities □ Strategic consolidation of community banks ▪ Provides scale and operating efficiencies ▪ Adds experienced and knowledgeable banking talent ▪ Opportunity to improve CRE concentration ratios ▪ Opportunity to dri
Slide 12: Financial Highlights
12 Financial Highlights
Slide 13: Demonstrated Track Record of Growth
13 $543 $591 $1,104 $1,258 $1,701 $1,887 2015 2016 2017 2018 2019 2020 YTD $465 $508 $891 $975 $1,458 $1,725 2015 2016 2017 2018 2019 2020 YTD Demonstrated Track Record of Growth Total Assets ($mm) Total Loans, HFI ($mm) Total Deposits ($mm) Tangible Common Equity 1 ($k) Notes: Annual data as of or
Slide 14: Strong Core Earnings Power
14 Strong Core Earnings Power Net Income 1 ($000) Pre - Provision Pre - Tax Net Revenue 1 ($000) Note: Annual data for the year ended December 31 of each respective year; 2020 YTD data for the six months ended June 30, 2020 (1) Non - GAAP measures; see appendix for reconciliation (2) Calculated by d
Slide 15: Financial Performance
15 Financial Performance Return on Average Assets 1 Pre - Provision Pre - Tax Net Revenue on Average Assets 1 Return on Average Tangible Common Equity 1 Note: Annual data for the year ended December 31 of each respective year; 2020 YTD data for the six months ended June 30, 2020, annualized (1) Adju
Slide 16: Capital Ratios
16 Capital Ratios Common Equity Tier 1 Ratio 2 Tangible Common Equity / Tangible Assets 1 Leverage Ratio 2 Total Capital Ratio 2 (1) Non - GAAP measure; see appendix for reconciliation (2) Regulatory capital ratios are for United Business Bank only 11.44% 11.45% 8.41% 12.29% 10.75% 9.54% 2015 2016 2
Slide 17: Strong Credit Quality
17 13.59% 10.88% 6.07% 5.63% 5.81% 5.82% 2015 2016 2017 2018 2019 2020 YTD Strong Credit Quality Classified Assets / Capital 3 Nonperforming Assets / Total Assets 1 Allowance for Loan Losses / ASC 450 & 310 - 10 Loans 2 Net Charge - Offs / Average Loans Note: Annual data as of or for the year ended
Slide 18: COVID-Pandemic Response
18 COVID - 19 Pandemic Response
Slide 19: Paycheck Protection Program (PPP)
19 Paycheck Protection Program (“PPP”) Note: As of June 30, 2020 PPP Loans by Industry SBA Paycheck Protection Program Approved 1,150 applications through June Received SBA approval on $129.9 million of loans Funded $129.9 million of loans PPP fees: $0.5 mm recognized; $4.1mm deferred C&I: 91.5%; CR
Slide 20: Loan Deferrals and Modifications
20 Loan Deferrals and Modifications □ Deferred payments or waived interest on 462 loans totaling $ 411.9 million, or 23.9% of the total loan portfolio (by outstanding balance) as of June 30, 2020 (Dollars in thousands) Payment % of Maturity Relief Loan Loan Type Extensions 90 Days 180 Days 90 Days 1
Slide 21: On-Going Credit Review
21 On - Going Credit Review Past Due Review – all past due loans are reported and reviewed in meetings bi - monthly by market, led by the credit department; as past due status is a key early warning sign on credit deterioration, these meetings are focused on resolution of the past due as well as det
Slide 22: Loan Portfolio
22 Loan Portfolio
Slide 23: Loan Portfolio
23 San Francisco Bay Area 3 30% Other California 39% Washington 6% New Mexico 5% Colorado 13% Other States 7% □ $1.7 billion total loans ▪ 71.7% originated (ALLL); 20.8% acquired (MTM); 7.5% PPP □ Approximately 30% of the loan portfolio is from the San Francisco Bay Area □ Average yield on total loa
Slide 24: Commercial Real Estate Detail
24 Commercial Real Estate Detail CRE Loan Portfolio Breakout □ $1.2 billion total loans □ Diversified by property type □ 65.5% floating rate vs. 34.5% fixed 1 □ Average loan size approximately $787,000 □ Weighted average loan - to - value ratio (LTV) of 60.1% CRE Concentration Interagency Guidance 2
Slide 25: Retail Portfolio
25 Multi - Tenant 51% Single - Tenant 18% Neighborhood Shopping Center 14% Retail Strip Center 12% Other Retail 5% Retail Portfolio □ The R etail segment represents $210.5 million or 12.2% of the total loan portfolio □ Average loan size of $859,000 □ Weighted average LTV of 63.7% and debt service co
Slide 26: Hotel/Motel Portfolio
26 □ The Hotel/Motel segment represents $147.9 million or 8.6% of the total loan portfolio □ Average loan size of $936,000 □ Weighted average LTV of 56.4%, DSC of 1.79x, GDSC of 2.09x, and zero charge - offs since inception □ Three BayCom directors have extensive experience in the hospitality indust
Slide 27: Restaurant Portfolio
27 Local or Regional Franchise 81% National Franchise 19% San Francisco Bay Area 1 41% Other California 20% Washington 6% New Mexico 9% Colorado 16% Other States 8% □ The Restaurant segment represents $34.8 million or 2.0% of the total loan portfolio □ Average loan size of $561,000 □ Weighted averag
Slide 28: Loan Portfolio by Risk Rating
28 Loan Portfolio by Risk Rating Data as of June 30, 2020 Loan balances are net of purchase discounts (Dollars in thousands) Pass Special Mention Substandard Doubtful Total Commercial and industrial 175,683$ 5,595$ 1,678$ -$ 182,956$ Paycheck Protection Program 129,914 - - - 129,914 Construction and
Slide 29: Funding & Liquidity
29 Funding & Liquidity
Slide 30: Attractive Deposit Portfolio
30 2015 2016 2017 2018 2019 2020 YTD Noninterest-bearing demand Money market Interest-bearing demand and savings Certificates of deposit $1,701 $1,258 $1,104 $591 $543 Noninterest - bearing demand 37% Money market 28% Interest - bearing demand and savings 21% Certificates of deposit 14% Attractive D
Slide 31: Liquidity
31 Liquidity (Dollars in thousands) Available Actual in Excess Liquidity Types Available Ratio Policy of Policy Primary Sources: Fed Funds 144,528$ Money Market Accounts 21,678 Total Primary Sources 166,206$ 10.3% 1 7.5% 2.8% Secondary Sources: FHLB 505,559$ CDARs (one-way sell) 186,546 Total Second
Slide 32: Investment Portfolio
32 Investment Portfolio Composition Average Yield of 2.65 % Total Investment Securities: $121.4 million 5.5% of Total Assets Note: Data as of June 30, 2020 Municipal Securities 15% MBS 33% Collateralized Mortgage Obligations 27% U.S. Government Agency Securities 6% SBA Securities 7% Other Debt Secur
Slide 33: Interest Rate Risk Analysis
33 Interest Rate Risk Analysis Net Interest Income (NII) at Risk Note: As of June 30, 2020 □ The Company uses two approaches to model interest rate risk: Net Interest Income at Risk and Economic Value of Equity □ Economic Value of Equity measures the period end market value of assets minus the marke
Slide 34: Impact of Subordinated Debt
34 Impact of Subordinated Debt
Slide 35: Pro Forma Holding Company Capital Ratios
35 Pro Forma Holding Company Capital Ratios Note : For illustrative purposes only (Dollars in thousands) Assumptions Gross Subordinated Debt Issuance $50,000 Net Proceeds $48,650 Issuance Expense $1,350 Risk-Weighting on Net Proceeds 20% Actual Sub Debt Pro Forma 6/30/2020 Adjustments 6/30/2020 Regu
Slide 36: Double Leverage Ratio / Debt Service Coverage
36 Double Leverage Ratio / Debt Service Coverage (1) Assumes $50M issuance and a gross spread of 2.00% and a one time offering costs of $350,000 (2) Illustrative coupon of 5.25% Note: Pro Forma Double Leverage ratio is for illustrative purposes only (Dollars in thousands) 2018Y 2019Y 2Q 2020 Holding
Slide 37: Appendix: Non-GAAP Reconciliations
37 Appendix: Non - GAAP Reconciliations
Slide 38: Non-GAAP Reconciliation Tangible Common Equity and Tangible Assets
38 Non - GAAP Reconciliation Tangible Common Equity and Tangible Assets (Dollars in thousands, except per share data) 2015 2016 2017 2018 2019 2020 Tangible Common Equity: Total Shareholders' Equity (GAAP) 72,381$ 78,063$ 118,635$ 200,753$ 254,220$ 252,408$ Goodwill - - (10,365) (14,594) (35,466) (3
Slide 39: Non-GAAP Reconciliation Adjusted Earnings
39 Non - GAAP Reconciliation Adjusted Earnings Return on average tangible common equity is defined as net income (GAAP) divided by average tangible shareholders' equity (non - GAAP). Adjusted return on average tangible common equity is defined as total adjusted net income (non - GAAP) divided by ave
Slide 40: Non-GAAP Reconciliation Pre-Provision, Pre-Tax Net Revenue
40 Non - GAAP Reconciliation Pre - Provision, Pre - Tax Net Revenue (Dollars in thousands, except per share data) 2015 2016 2017 2018 2019 2020 Pre-Provision, Pre-Tax Net Revenue Net interest income (GAAP) 23,024$ 26,551$ 39,941$ 51,918$ 67,812$ 40,987$ Noninterest income (GAAP) 6,902 1,358 4,794 7,
Slide 41: Non-GAAP Reconciliation Allowance for Loan Losses
41 Non - GAAP Reconciliation Allowance for Loan Losses to ASC 450 & 310 - 10 Loans (Dollars in thousands, except per share data) 2015 2016 2017 2018 2019 2020 Allowance for Loan Losses /ASC 450 & 310-10 Loans Allowance for loan losses (GAAP) 3,850$ 3,775$ 4,215$ 5,140$ 7,400$ 13,500$ Total Loans (GA