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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2020
ACQUISITIONS |
ACQUISITIONS | 2. ACQUISITIONS On February 4, 2020, the Company completed its acquisition of GMB. As of the acquisition date, GMB merged into the Company and Grand Mountain Bank, GMB’s wholly owned bank subsidiary, merged into United Business Bank. The acquisition expanded the Company’s market share in Colorado with the addition of four branches located in Grand County, Colorado. In an all-cash transaction, the Company paid GMB shareholders $3.40 in cash in exchange for each share of GMB common stock representing an aggregate transaction value of approximately $13.9 million. On October 21, 2019, the Company entered the Colorado market with its acquisition of TIG. As of the acquisition date, TIG merged into the Company and First State Bank of Colorado, TIG’s wholly owned banking subsidiary, merged into United Business Bank. The Company added seven branches throughout Colorado. The Company paid TIG shareholders an aggregate of 876,803 shares of its common stock and paid an aggregate cash consideration of $20.2 million. The total consideration transferred was $39.9 million. On May 24, 2019, the Company completed its acquisition of UFC. As of the acquisition date, UFC merged into the Company and Uniti Bank, UFC’s wholly owned banking subsidiary, merged into United Business Bank. The acquisition increased the Company’s market share in California, through the addition of three branch offices located in Southern California. BayCom issued an aggregate of 1,115,006 shares of its common stock and paid aggregate cash consideration of $37.8 million. The total consideration transferred was $62.7 million. On November 30, 2018, the Company acquired all of the assets and assumed all of the liabilities of Bethlehem Financial Corporation (“BFC”) and its wholly owned subsidiary, MyBank, under a Merger and Plan of Reorganization dated August 10, 2018. The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | GMB |  | TIG |  | UFC |
​ | ​ | Acquisition | ​ | Acquisition | ​ | Acquisition | ​
​ | ​ | Date | ​ | Date | ​ | Date | ​
​ | ​ | February 4, 2020 | ​ | October 21, 2019 | ​ | May 24, 2019 | ​
Fair value of assets: |  | ​ |  |  | ​ |  |  | ​ |  |
Cash and due from banks | ​ | $ | 5,454 | ​ | $ | 6,146 | ​ | $ | 6,392 | ​
Federal funds sold | ​ |  | — | ​ |  | 55,955 | ​ |  | 22,080 | ​
Total cash and cash equivalents | ​ |  | 5,454 | ​ |  | 62,101 | ​ |  | 28,472 | ​
Interest bearing deposits in banks | ​ |  | 16,040 | ​ |  | — | ​ |  | — | ​
Investment securities available-for-sale | ​ | ​ | 4,369 | ​ | ​ | 26,382 | ​ | ​ | 5,096 | ​
FHLB stock, at par | ​ |  | 165 | ​ |  | 241 | ​ |  | 1,535 | ​
FRB stock, at par | ​ |  | — | ​ |  | 792 | ​ |  | — | ​
Loans, net | ​ |  | 98,410 | ​ |  | 137,183 | ​ |  | 276,719 | ​
Premises and equipment, net | ​ | ​ | 3,879 | ​ | ​ | 3,480 | ​ | ​ | 463 | ​
OREO | ​ |  | — | ​ |  | 42 | ​ |  | 76 | ​
Core deposit intangible | ​ |  | 949 | ​ |  | 3,038 | ​ |  | 566 | ​
Deferred tax assets, net | ​ |  | 728 | ​ |  | 308 | ​ |  | 234 | ​
Servicing asset | ​ |  | — | ​ |  | — | ​ |  | 1,824 | ​
Interest receivable and other assets | ​ | ​ | 929 | ​ | ​ | 2,079 | ​ | ​ | 3,033 | ​
Total assets acquired | ​ |  | 130,923 | ​ |  | 235,646 | ​ |  | 318,018 | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​
Deposits | ​ |  |  | ​ |  |  | ​ |  |  | ​
Noninterest bearing | ​ |  | 30,937 | ​ |  | 77,157 | ​ |  | 143,082 | ​
Interest bearing | ​ |  | 87,210 | ​ |  | 125,597 | ​ |  | 122,704 | ​
Total Deposits | ​ |  | 118,147 | ​ |  | 202,754 | ​ |  | 265,786 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Junior subordinated debentures, net | ​ | ​ | 1,575 | ​ | ​ | — | ​ | ​ | — | ​
Interest payable and other liabilities | ​ | ​ | 687 | ​ | ​ | 2,014 | ​ | ​ | 1,386 | ​
Total liabilities assumed | ​ | ​ | 120,409 | ​ | ​ | 204,768 | ​ | ​ | 267,172 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock issued | ​ |  | — | ​ |  | 19,711 | ​ |  | 24,887 | ​
Cash consideration | ​ |  | 13,886 | ​ |  | 20,184 | ​ |  | 37,814 | ​
Goodwill | ​ | $ | 3,372 | ​ | $ | 9,017 | ​ | $ | 11,855 | ​
​ ​ The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in goodwill at the acquisition date: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | GMB |  | TIG |  | UFC | ​
​ | ​ | Acquisition | ​ | Acquisition | ​ | Acquisition | ​
​ | ​ | Date | ​ | Date | ​ | Date | ​
​ | ​ | February 4, 2020 | ​ | October 21, 2019 | ​ | May 24, 2019 | ​
Book value of net assets acquired | ​ | $ | 10,348 | ​ | $ | 29,164 | ​ | $ | 47,445 | ​
Fair value adjustments: | ​ |  |  | ​ |  |  | ​ |  |  | ​
Investments available-for-sale | ​ |  | (10) | ​ |  | (627) | ​ |  | — | ​
Loans, net | ​ |  | 484 | ​ |  | 382 | ​ |  | 4,617 | ​
Premises and equipment, net | ​ |  | (1,000) | ​ |  | 180 | ​ |  | — | ​
Write-down on OREO | ​ |  | — | ​ |  | (18) | ​ |  | (32) | ​
Core deposit intangible | ​ |  | 949 | ​ |  | 3,038 | ​ |  | 566 | ​
Tax assets | ​ |  | (139) | ​ |  | (774) | ​ |  | (695) | ​
Time deposits | ​ |  | (25) | ​ |  | (308) | ​ |  | (250) | ​
Write-down on servicing assets | ​ |  | — | ​ |  | — | ​ |  | (805) | ​
Junior subordinated debentures, net | ​ | ​ | (98) | ​ | ​ | — | ​ | ​ | — | ​
Write-down other (assets) liabilities | ​ | ​ | 5 | ​ | ​ | (159) | ​ | ​ | — | ​
Total purchase accounting adjustments | ​ |  | 166 | ​ |  | 1,714 | ​ |  | 3,401 | ​
Fair value of net assets acquired | ​ |  | 10,514 | ​ |  | 30,878 | ​ |  | 50,846 | ​
Price paid: | ​ |  |  | ​ |  |  | ​ |  |  | ​
Common stock issued | ​ |  | — | ​ |  | 19,711 | ​ |  | 24,887 | ​
Cash paid | ​ |  | 13,886 | ​ |  | 20,184 | ​ |  | 37,814 | ​
Total price paid | ​ |  | 13,886 | ​ |  | 39,895 | ​ |  | 62,701 | ​
Goodwill | ​ | $ | 3,372 | ​ | $ | 9,017 | ​ | $ | 11,855 | ​
​ ​ Pro Forma Results of Operations (Unaudited) The operating results of the Company in the consolidated statements of income include the operating results of BFC (November 30, 2018), UFC, TIG and GMB, since their respective acquisition dates. The following table represents the net interest income, net income, basic and diluted earnings per share, as if the mergers with BFC, UFC, TIG and GMB were effective January 1, 2020, 2019 and 2018, for the respective years in which each acquisition was closed. The unaudited pro forma information in the following table is intended for informational purposes only and is not necessarily indicative of future operating results or operating results that would have occurred had the mergers been completed at the beginning of each respective year. No assumptions have been applied to the pro forma results of operation regarding possible revenue enhancements, expense efficiencies or asset dispositions. Unaudited pro forma net interest income, net income and earnings per share are presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, | ​ | December 31, | ​ | December 31,
​ | ​ | 2020 | ​ | 2019 | ​ | 2018
Net interest income | ​ | $ | 78,695 | ​ | $ | 80,649 | ​ | $ | 82,141
Net income | ​ |  | 12,929 | ​ |  | 20,447 | ​ |  | 21,263
Basic earnings per share | ​ | $ | 1.08 | ​ | $ | 1.74 | ​ | $ | 2.19
Diluted earnings per share | ​ | ​ | 1.08 | ​ | ​ | 1.74 | ​ | ​ | 2.19
​ ​ These amounts include the acquisition-related third party expenses, accretion of the discounts on acquired loans and amortization of the fair value mark adjustments on core deposit intangible. Acquisition Expenses Acquisition expenses are recognized as incurred and continue until all systems are converted and operational functions become fully integrated. The Company incurred third-party acquisition expenses in the consolidated statements of income for the periods indicated are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2020 | ​ | December 31, 2019 | ​ | December 31, 2018
​ | ​ | GMB Merger | ​ | TIG |  | Uniti |  | Total |  | BFC
Professional fees | ​ | $ | 369 | ​ | $ | 403 | ​ | $ | 535 | ​ | $ | 938 | ​ | $ | 130
Data processing | ​ |  | 2,000 | ​ |  | 1,709 | ​ |  | 2,657 | ​ |  | 4,366 | ​ |  | 1,290
Severance expense | ​ |  | 266 | ​ |  | 257 | ​ |  | 578 | ​ |  | 835 | ​ |  | 536
Other | ​ |  | 383 | ​ |  | 115 | ​ |  | 365 | ​ |  | 480 | ​ |  | 369
Total | ​ | $ | 3,018 | ​ | $ | 2,484 | ​ | $ | 4,135 | ​ | $ | 6,619 | ​ | $ | 2,325
​ ​

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