Slide 1: Expands Presence in New Mexico
August 13, 2018 Expands Presence in New Mexico
Slide 2: Forward Looking Statements
2 Forward Looking Statements This presentation contains forward - looking statements regarding BayCom Corp . (“BayCom”) and the proposed merger with Bethlehem Financial Corporation (“BFC”) that are intended to be covered by the safe harbor for “forward - looking statements” as defined in the Private
Slide 3: Corporate Overview – MyBank
3 □ Balance Sheet: ▪ Assets: $ 156.8 million ▪ Loans: $79.4 million ▪ Deposits: $136.2 million □ Capital Ratios: ▪ TE/TA: 11.97% ▪ Leverage Ratio: 12.36% ▪ Total Risk - Based Capital Ratio: 22.13% □ Asset Quality: ▪ NPAs/Assets (ex. TDRs): 1.40% ▪ Reserves/Loans: 2.63% □ Profitability: ▪ ROAA: 0.90%
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 □ Extends BCML’s New Mexico footprint □ Small tuck - in, low risk acquisition to a
Slide 5: Transaction Terms
5 Transaction Terms Aggregate Deal Value 1 Termination Fee Anticipated Closing □ December 2018 □ $23.5 million □ Price/2018 Est. EPS: 17.0x □ Price/2019 Est. EPS after cost saves: 7.5x Purchase Price Consideration Mix P/TBV Required Approvals □ $62.00 per share □ 100% cash □ $1.5 million □ Customary
Slide 6: Key Transaction Assumptions
6 Key Transaction Assumptions Estimated Cost Savings Capital Contingency: □ 40% □ Identified, but not modeled Purchase Accounting Marks Core Deposit Intangible Revenue Synergies: □ $1.6 million gross loan mark □ $0.8 million OREO mark □ 3.36% on non - maturity deposits □ None
Slide 7: Pro Forma Loan Portfolio
7 Pro Forma Loan Portfolio As of June 30, 2018 Bank level regulatory data shown; does not include purchase accounting adjustments Source: Regulatory call reports, S&P Global Market Intelligence BCML MyBank Pro Forma C&D 3.7% 1 - 4 Fam 8.4% HELOC 0.8% OwnOcc CRE 26.4% Other CRE 33.4% Multifam 12.6% C
Slide 8: Pro Forma Deposit Composition
8 Pro Forma Deposit Composition BCML MyBank Pro Forma Composition Composition Composition Deposit Type ($000) % of Total Deposit Type ($000) % of Total Deposit Type ($000) % of Total Non Interest Bearing 346,166 28.9% Non Interest Bearing 38,961 28.6% Non Interest Bearing 385,127 28.8% NOW & Other T
Slide 9: Pro Forma Deposit Market Share and Demographic Overview
9 As of June 30, 2017 Source : S&P Global Market Intelligence, Claritas Pro Forma Deposit Market Share and Demographic Overview Pro Forma Deposit Market Share Demographic Overview Large Employers and Universities Albuquerque MSA □ Largest city in New Mexico □ Population: 914,476 □ Projected Populati