XML 21 R12.htm IDEA: XBRL DOCUMENT
v3.23.2

ACQUISITIONS | 9 Months Ended
--- | ---
Sep. 30, 2022
Business Combinations [Abstract] |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Acquisition of Pacific Enterprise Bancorp (“PEB”) On February 1, 2022, the Company completed the PEB Merger. As of the acquisition date, PEB merged into the Company and Pacific Enterprise Bank, PEB’s wholly owned bank subsidiary, merged into United Business Bank. The acquisition expanded the Company’s market share in California with one branch in Irvine. Pursuant to the merger agreement, at the effective time of the PEB Merger, BayCom paid aggregate consideration to PEB shareholders of approximately $64.1 million consisting of 3,032,579 shares of BayCom common stock and $275,000 in cash. Noninterest income for the nine months ended September 30, 2022 included $1.6 million in bargain purchase gain, and included in noninterest expense was $3.1 million of nonrecurring acquisition-related expenses related to the Company’s acquisition of PEB. ​ ​ ​ ​ ​ The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: ​
​ | ​ | ​ | ​ | ​
​ |  | PEB |
​ | ​ | Acquisition | ​
​ | ​ | Date | ​
​ | ​ | February 1, 2022 | ​
Fair value of assets: |  | ​ |  |
Cash and due from banks | ​ | $ | 5,350 | ​
Total cash and cash equivalents | ​ |  | 5,350 | ​
​ | ​ | ​ | ​ | ​
Interest bearing deposits in banks | ​ |  | 13,348 | ​
Investment securities available-for-sale | ​ | ​ | 3 | ​
FHLB stock, at par | ​ |  | 2,294 | ​
FRB stock, at par | ​ |  | 942 | ​
Loans, net | ​ |  | 412,851 | ​
Premises and equipment, net | ​ | ​ | 221 | ​
Core deposit intangible | ​ |  | 756 | ​
Deferred tax assets, net | ​ |  | 1,192 | ​
Interest receivable and other assets | ​ | ​ | 9,178 | ​
Total assets acquired | ​ |  | 446,135 | ​
Liabilities: | ​ |  |  | ​
Deposits | ​ |  |  | ​
Noninterest bearing | ​ |  | 60,006 | ​
Interest bearing | ​ |  | 316,679 | ​
Total Deposits | ​ |  | 376,685 | ​
​ | ​ | ​ | ​ | ​
Interest payable and other liabilities | ​ | ​ | 3,370 | ​
Total liabilities assumed | ​ | ​ | 380,055 | ​
​ | ​ | ​ | ​ | ​
Stock consideration | ​ |  | 64,140 | ​
Cash consideration | ​ |  | 275 | ​
Bargain purchase gain | ​ | $ | 1,665 | ​
​ The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in bargain purchase gain at the acquisition date: ​
​ | ​ | ​ | ​ | ​
​ |  | PEB |
​ | ​ | Acquisition | ​
​ | ​ | Date | ​
​ | ​ | February 1, 2022 | ​
Book value of net assets acquired | ​ | $ | 61,469 | ​
Fair value adjustments: | ​ |  |  | ​
Loans, net | ​ |  | 5,840 | ​
Premises and equipment, net | ​ | ​ | 26 | ​
Core deposit intangible | ​ |  | 756 | ​
Time deposits | ​ | ​ | (869) | ​
Reserve for unfunded commitments | ​ |  | 283 | ​
Write-up right-of-use asset | ​ |  | 439 | ​
Total purchase accounting adjustments | ​ |  | 6,475 | ​
​ | ​ | ​ | ​ | ​
Tax effect of purchase accounting adjustments at 27.9% | ​ |  | (1,864) | ​
Fair value of assets acquired | ​ |  | 66,080 | ​
Value of stock issued/cash paid for stock options | ​ |  | 64,415 | ​
Bargain purchase gain | ​ | $ | (1,665) | ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
​ Pro Forma Results of Operations The operating results of the Company for the three and nine months ended September 30, 2022 in the condensed consolidated statements of income include the operating results of PEB, since its acquisition date. The following table represents the net interest income, net income, basic and diluted earnings per share, as if the PEB Merger was effective January 1, 2021. 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 the respective years. 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: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended September 30, | ​ | ​ | ​ | Nine Months Ended September 30,
​ | ​ | ​ | 2022 (As Restated) | ​ | ​ | 2021 | ​ | ​ | ​ | ​ | 2022 (As Restated) | ​ | ​ | 2021
Net interest income | ​ | $ | 24,725 | ​ | $ | 24,761 | ​ | ​ | ​ | $ | 71,097 | ​ | $ | 73,497
Net income | ​ |  | 6,970 | ​ |  | 7,933 | ​ | ​ | ​ |  | 12,869 | ​ |  | 21,109
Basic earnings per share | ​ | $ | 0.52 | ​ | $ | 0.58 | ​ | ​ | ​ | $ | 0.95 | ​ | $ | 1.51
Diluted earnings per share | ​ | ​ | 0.52 | ​ | ​ | 0.58 | ​ | ​ | ​ | ​ | 0.95 | ​ | ​ | 1.51
​ These amounts include the third-party acquisition related-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. No third-party acquisition expenses were recognized in the consolidated statements of income for the three and nine months ended September 30, 2021. The Company recognized third-party acquisition expenses for the three and nine months ended September 30, 2022, as follows: ​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | 2022
​ | ​ | ​ | Three month ended | ​ | ​ | Nine months ended
​ |  | ​ | September 30 | ​ | ​ | September 30
Severance expense |  | $ | — |  | $ | 556
Occupancy expense |  | ​ | — |  | ​ | 375
Data processing |  | ​ | — |  | ​ | 1,073
Professional fees | ​ | ​ | ​ | ​ | ​ | 724
Other expenses |  | ​ | — |  | ​ | 347
Total | ​ | $ | — | ​ | $ | 3,075
​

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration