EX-99.1 3 tv524360_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

July 1, 2019 Expansion into the Rockies TIG Bancorp Holding Company for

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 officer, the words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions are intended to identify "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 . You are cautioned not to place undue reliance on any forward - looking statement, which speak only as of the date made . These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information . By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements . Statements about the expected timing, completion and effects of the proposed merger and all other statements in this presentation other than historical facts constitute forward - looking statements . Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following : expected revenues, cost savings, synergies and other benefits from the proposed merger of BayCom Corp (“BayCom” or “BCML”) and TIG Bancorp (“TIG”) and the recent merger of Uniti Financial Corporation and BayCom might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected ; the requisite shareholder and regulatory approvals and other closing conditions for the proposed merger may be delayed or may not be obtained or the merger agreement may be terminated ; business disruption may occur following or in connection with the proposed merger ; BayCom’s or TIG's businesses may experience disruptions due to transaction - related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities ; the possibility that the proposed merger is more expensive to complete than anticipated, including as a result of unexpected factors or events ; the diversion of managements' attention from ongoing business operations and opportunities as a result of the proposed merger or otherwise ; and future acquisitions by the Company of other depository institutions or lines of business . Additional factors which could affect the forward - looking statements can be found in the cautionary language included under the headings “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in BayCom’s Annual Report Form 10 - K filed with the SEC for the year ended December 31 , 2018 and other documents subsequently filed by BayCom with the SEC . Consequently, no forward - looking statement can be guaranteed . Neither BayCom nor TIG undertakes any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise . Annualized , pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results .

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 communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BAYCOM, TIG AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of TIG seeking the required shareholder approvals. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by BayCom through the web site maintained by the SEC at www.sec.gov. These documents, when available, also can be obtained free of charge by accessing BayCom’s website at www.unitedbusinessbank.com under the tab “Investor Information” and then under “Documents”. Alternatively, these documents, when filed with the SEC by BayCom, can be obtained free of charge by directing a written request to either BayCom Corp., 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, 94596, Attn: Agnes Chiu or by calling (925) 476-1843 or to TIG Bancorp, 8400 East Crescent Parkway, Suite 100, Greenwood Village, Colorado 80111, Attn: Jeffrey A. Walker or by calling (303) 955-4495. Participants in the Transaction: BayCom, TIG and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TIG in connection with the proposed transaction. Information about BayCom’s participants may be found in the definitive proxy statement of BayCom filed with the SEC on May 9, 2019 and information about TIG’s participants and additional information regarding the interests of these participants will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. The definitive proxy statement can be obtained free of charge from the sources described above.

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 costs deposit base □ Expansion into new markets – including entry into the attractive Denver and Colorado Springs MSAs □ Adds scale – addition of $229 million in assets takes pro forma balance sheet to over $2 billion □ Attractive deposit base of nearly $200M at a cost of 22 bps (37% are non - interest bearing) □ Complimentary business mix with healthy loan yields, averaging over 6% □ Opportunity to expand BCML’s labor services division and SBA platform □ Immediate and meaningful accretion to earnings (before merger costs) – 9 % to 10 % □ Modest tangible book value dilution; earn back approximately 3.4 years □ Pricing multiples compare favorably with other recent transactions □ Robust internal rate of return – greater than 20%

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: ▪ ROAA: 1.13% ▪ ROAE: 9.42% ▪ Net interest margin: 4.69% 1) Financial data for last twelve months ended March 31, 2019 Source: S&P Global Market Intelligence Corporate Overview – TIG Bancorp Overview Branch Map Financial Highlights 1 First State Bank of Colorado roots go back over 85 years and today has grown to seven branches, with four branches located in Hotchkiss , Delta, Paonia and Crawford in western Colorado, a branch in Westcliffe and Fountain , Colorado and the newest branch in the Denver Tech Center . First State Bank of Colorado has earned its reputation as a community bank, offers a full slate of deposit products and retains a staff of seasoned lenders experienced in meeting both simple and complex financing needs .

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 ratio of 0.27543 shares of BCML stock and $6.34 in cash for each share of TIG Bancorp □ $1.2 million, or 3.0% of deal value □ Customary regulatory approvals and TIG shareholder approval 1) Based on BCML closing stock price of $22.00 as of June 27, 2019, and 3,183,400 common shares of TIG outstanding P/E □ 144.6%

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

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 Composition Composition Loan Type ($000) % of Total Loan Type ($000) % of Total Loan Type ($000) % of Total Constr & Dev 47,716 3.8% Constr & Dev 21,572 14.7% Constr & Dev 69,288 5.0% 1-4 Family Residential 124,868 10.0% 1-4 Family Residential 26,583 18.2% 1-4 Family Residential 151,451 10.9% Home Equity 14,952 1.2% Home Equity 8,815 6.0% Home Equity 23,767 1.7% Owner - Occ CRE 347,419 27.8% Owner - Occ CRE 34,963 23.9% Owner - Occ CRE 382,382 27.4% Other CRE 404,032 32.4% Other CRE 25,861 17.7% Other CRE 429,893 30.8% Multifamily 118,948 9.5% Multifamily 4,504 3.1% Multifamily 123,452 8.9% Commercial & Industrial 159,645 12.8% Commercial & Industrial 8,984 6.1% Commercial & Industrial 168,629 12.1% Consr & Other 30,179 2.4% Consr & Other 15,104 10.3% Consr & Other 45,283 3.2% Total Loans $1,247,401 100.0% Total Loans $146,182 100.0% Total Loans $1,394,145 100.0% MRQ Yield on Loans: 5.66% MRQ Yield on Loans: 6.03% MRQ Yield on Loans: 5.70% C&D 3.8% 1-4 Fam 10.0% HELOC 1.2% OwnOcc CRE 27.8% Other CRE 32.4% Multifam 9.5% C&I 12.8% Consr & Other 2.4% C&D 14.7% 1-4 Fam 18.2% HELOC 6.0% OwnOcc CRE 23.9% Other CRE 17.7% Multifam 3.1% C&I 6.1% Consr & Other 10.3% C&D 5.0% 1-4 Fam 10.9% HELOC 1.7% OwnOcc CRE 27.4% Other CRE 30.8% Multifam 8.9% C&I 12.1% Consr & Other 3.2%

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 accounting adjustments; as of March 31, 2019 Source: Regulatory call reports, S&P Global Market Intelligence Composition Composition Composition Deposit Type ($000) % of Total Deposit Type ($000) % of Total Deposit Type ($000) % of Total Non Interest Bearing 540,450 34.4% Non Interest Bearing 74,283 37.4% Non Interest Bearing 614,733 34.7% NOW & Other Trans 197,495 12.6% NOW & Other Trans 27,571 13.9% NOW & Other Trans 225,066 12.7% MMDA & Sav 511,220 32.5% MMDA & Sav 67,951 34.2% MMDA & Sav 579,171 32.7% Time Deposits < $100k 46,037 2.9% Time Deposits < $100k 16,597 8.4% Time Deposits < $100k 62,634 3.5% Time Deposits > $100k 275,830 17.6% Time Deposits > $100k 11,996 6.0% Time Deposits > $100k 287,826 16.3% Total Deposits $1,571,032 100.0% Total Deposits $198,398 100.0% Total Deposits $1,769,430 100.0% MRQ Cost of Deposits: 0.46% MRQ Cost of Deposits: 0.22% MRQ Cost of Deposits: 0.43% Loans / Deposits: 79.40% Loans / Deposits: 73.68% Loans / Deposits: 78.79% Non Int. Bearing NOW Accts 34.7% 12.7% MMDA & Sav 32.7% Time Deposits < $100k 3.5% Time Deposits > $100k 16.3% Non Int. Bearing 37.4% NOW Accts 13.9% MMDA & Sav 34.2% Time Deposits < $100k 8.4% Time Deposits > $100k 6.0%

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 - 2024): 7.17% □ 2019 Median Household Income: $78,251 □ Projected Household Income Growth (2019 - 2024): 10.92% □ April 2019 Unemployment Rate: 2.7% Denver-Aurora-Lakewood MSA 2018 # Total Total Of Deposits Market Rank Institution (ST) Branches In Market Share (%) 1 Wells Fargo & Co. (CA) 78 21,661,523 25.94 2 U.S. Bancorp (MN) 73 12,986,945 15.55 3 FirstBank Holding Co. (CO) 64 11,354,288 13.60 4 JPMorgan Chase & Co. (NY) 71 9,760,092 11.69 5 KeyCorp (OH) 45 3,897,209 4.67 6 BOK Financial Corp. (OK) 14 3,353,793 4.02 7 BNP Paribas 42 3,052,626 3.66 8 BBVA 28 1,764,323 2.11 9 Bank of America Corporation (NC) 10 1,744,292 2.09 10 Heartland Financial USA Inc. (IA) 18 1,586,210 1.90 54 TIG Bancorp (CO) 1 11,251 0.01 Total For Institutions In Market 626 83,512,335

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 Army installation □ 2019 Population: 741,407 □ Projected Population Growth (2019 - 2024): 6.91% □ 2019 Median Household Income: $68,447 □ Projected Household Income Growth (2019 - 2024): 7.62% □ April 2019 Unemployment Rate: 3.3% Colorado Springs MSA 2018 # Total Total Of Deposits Market Rank Institution (ST) Branches In Market Share (%) 1 Wells Fargo & Co. (CA) 15 2,085,027 25.42 2 JPMorgan Chase & Co. (NY) 14 1,082,191 13.19 3 U.S. Bancorp (MN) 15 961,677 11.72 4 FirstBank Holding Co. (CO) 8 600,314 7.32 5 Sturm Financial Group Inc. (CO) 5 343,331 4.19 6 UMB Financial Corp. (MO) 4 319,791 3.90 7 National Bank Holdings Corp. (CO) 6 258,060 3.15 8 Pieper Bancorp Inc. (CO) 3 199,995 2.44 9 Zions Bancorp. NA (UT) 3 193,717 2.36 10 Gemini Bancshares Inc. (CO) 3 190,043 2.32 54 TIG Bancorp (CO) 1 27,681 0.34 Total For Institutions In Market 133 8,203,274

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 Fargo & Co. (CA) 1 79,563 15.36 4 U.S. Bancorp (MN) 2 67,728 13.07 5 BNP Paribas 1 67,170 12.97 6 First Colorado Financial Corp. (CO) 2 51,790 10.00 7 Alpine Banks of Colorado (CO) 1 34,882 6.73 Total For Institutions In Market 14 518,022 Custer County 2018 # Total Total Of Deposits Market Rank Institution (ST) Branches In Market Share (%) 1 TIG Bancorp (CO) 1 62,342 100.00 Total For Institutions In Market 1 62,342 Demographic Overview Delta County □ 2019 Population: 30,952 □ Projected Population Growth (2019 - 2024): 1.67% □ 2019 Median Household Income: $44,851 □ Projected Household Income Growth (2019 - 2024): 0.44% □ April 2019 Unemployment Rate: 3.4% Delta 1 Custer 1 Demographic Overview Custer County □ 2019 Population: 4,999 □ Projected Population Growth (2019 - 2024): 7.46% □ 2019 Median Household Income: $41,460 □ Projected Household Income Growth (2019 - 2024): 3.85% □ April 2019 Unemployment Rate: 2.8%

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 $144,732 $152,017 $157,334 $156,049 $152,017 $146,182 Total Deposits $183,823 $190,126 $208,179 $200,551 $208,549 $208,179 $198,398 Loans/Deposits 72.03% 76.12% 73.02% 78.45% 74.83% 73.02% 73.68% Capital Common Equity $26,313 $26,622 $28,697 $27,270 $27,838 $28,697 $29,452 Tangible Equity $23,817 $22,343 $24,745 $23,154 $23,804 $24,745 $25,571 Total Equity/Assets 12.49% 12.25% 12.07% 11.93% 11.74% 12.07% 12.87% Tang. Common Equity/ Tang. Assets 11.44% 10.49% 10.58% 10.32% 10.21% 10.58% 11.37% Risked Based Capital 18.82% 15.96% 17.51% 16.02% 16.25% 17.51% 18.71% Tier 1 Capital 17.86% 15.87% 16.85% 15.65% 15.67% 16.85% 17.98% Leverage Ratio 11.66% 10.50% 10.77% 10.80% 10.42% 10.77% 11.33% Profitability Measures Net Interest Margin 3.81% 4.34% 4.63% 4.64% 4.89% 4.66% 4.58% Non Interest Income/Avg. Assets 0.43% 0.42% 0.58% 0.80% 0.51% 0.51% 0.41% Non Interest Expense/Avg. Assets 3.07% 3.05% 3.11% 3.17% 2.99% 3.18% 3.15% Efficiency Ratio 73.93% 67.72% 63.26% 61.74% 58.89% 64.64% 66.96% ROAA 0.49% 0.86% 1.04% 1.13% 1.11% 1.16% 1.14% ROAE 3.86% 7.05% 8.75% 9.31% 9.57% 9.74% 9.09% Net Income $1,010 $317 $2,396 $628 $659 $688 $661 Asset Quality NPAs/Assets 2.20% 1.68% 0.94% 1.33% 1.18% 0.94% 1.00% NPAs (excl TDRs)/Assets 1.42% 0.95% 0.53% 0.70% 0.76% 0.53% 0.57% NCOs/Avg Loans 0.13% -0.02% 0.06% 0.01% 0.07% 0.05% -0.05% Reserves/Loans 0.98% 0.09% 0.65% 0.35% 0.57% 0.65% 0.72% Reserves/NPAs 28.10% 3.54% 44.26% 18.20% 31.92% 44.26% 46.00% For the Twelve Months Ended Quarters Ended