UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2024 |
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or |
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission File Number: 001-38483
BAYCOM CORP
(Exact name of registrant as specified in its charter)
California |
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37-1849111 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
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500 Ygnacio Valley Road, Suite 200, Walnut Creek, California |
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94596 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (925) 476-1800
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, no par value per share |
BCML |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☒ |
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Non-accelerated filer ☐ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
As of May 8, 2024, there were 11,248,342 shares of the registrant’s common stock outstanding.
BAYCOM CORP
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
2 |
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2 |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
33 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
52 |
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52 |
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53 |
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53 |
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53 |
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
53 |
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53 |
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53 |
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54 |
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54 |
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55 |
As used throughout this report, the terms “we,” “our,” “us,” “BayCom,” or the “Company” refer to BayCom Corp and its consolidated subsidiary, United Business Bank, which we sometimes refer to as the “Bank,” unless the context otherwise requires.
1
BAYCOM CORP
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
2
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
(unaudited)
|
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March 31, |
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December 31, |
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2024 |
|
2023 |
||
ASSETS |
|
|
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|
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Cash due from banks |
|
$ |
20,379 |
|
$ |
17,901 |
Federal funds sold and interest-bearing balances in banks |
|
|
327,953 |
|
|
289,638 |
Cash and cash equivalents |
|
|
348,332 |
|
|
307,539 |
Time deposits in banks |
|
|
996 |
|
|
1,245 |
Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $0 at both March 31, 2024 and December 31, 2023 |
|
|
167,919 |
|
|
163,152 |
Equity securities |
|
|
13,158 |
|
|
12,585 |
Federal Home Loan Bank ("FHLB") stock, at par |
|
|
11,313 |
|
|
11,313 |
Federal Reserve Bank ("FRB") stock, at par |
|
|
9,630 |
|
|
9,626 |
Loans held for sale |
|
|
1,684 |
|
|
— |
Loans, net of allowance for credit losses of $18,890 at March 31, 2024 and $22,000 at December 31, 2023 |
|
|
1,867,840 |
|
|
1,905,829 |
Premises and equipment, net |
|
|
14,355 |
|
|
13,734 |
Core deposit intangible, net |
|
|
3,610 |
|
|
3,915 |
Cash surrender value of bank owned life insurance ("BOLI") policies, net |
|
|
23,044 |
|
|
22,867 |
Right-of-use assets ("ROU"), net |
|
|
13,460 |
|
|
13,939 |
Goodwill |
|
|
38,838 |
|
|
38,838 |
Interest receivable and other assets |
|
|
46,530 |
|
|
47,378 |
Total assets |
|
$ |
2,560,709 |
|
$ |
2,551,960 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
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Noninterest and interest bearing deposits |
|
$ |
2,142,907 |
|
$ |
2,132,750 |
Junior subordinated deferrable interest debentures, net |
|
|
8,585 |
|
|
8,565 |
Subordinated debt, net |
|
|
63,609 |
|
|
63,881 |
Salary continuation plan |
|
|
4,667 |
|
|
4,552 |
Lease liabilities |
|
|
14,321 |
|
|
14,752 |
Interest payable and other liabilities |
|
|
12,385 |
|
|
14,591 |
Total liabilities |
|
|
2,246,474 |
|
|
2,239,091 |
Commitments and contingencies (Note 17) |
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|
|
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Shareholders' equity |
|
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|
|
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Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both March 31, 2024 and December 31, 2023 |
|
|
— |
|
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— |
Common stock, no par value; 100,000,000 shares authorized; 11,377,117 and 11,551,271 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively |
|
|
177,075 |
|
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180,913 |
Additional paid in capital |
|
|
287 |
|
|
287 |
Accumulated other comprehensive loss, net of tax |
|
|
(14,108) |
|
|
(14,592) |
Retained earnings |
|
|
150,981 |
|
|
146,261 |
Total shareholders’ equity |
|
|
314,235 |
|
|
312,869 |
Total liabilities and shareholders’ equity |
|
$ |
2,560,709 |
|
$ |
2,551,960 |
See Notes to Condensed Consolidated Financial Statements.
3
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for share and per share data)
(unaudited)
|
|
Three months ended |
||||
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March 31, |
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2024 |
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2023 |
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(As Restated) |
|
Interest income: |
|
|
|
|
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Loans, including fees |
|
$ |
25,257 |
|
$ |
26,255 |
Investment securities |
|
|
1,956 |
|
|
1,640 |
Fed funds sold and interest-bearing balances in banks |
|
|
4,115 |
|
|
1,829 |
FHLB dividends |
|
|
272 |
|
|
188 |
FRB dividends |
|
|
144 |
|
|
144 |
Total interest and dividend income |
|
|
31,744 |
|
|
30,056 |
Interest expense: |
|
|
|
|
|
|
Deposits |
|
|
8,227 |
|
|
3,700 |
Subordinated debt |
|
|
893 |
|
|
896 |
Junior subordinated deferrable interest debentures |
|
|
217 |
|
|
203 |
Total interest expense |
|
|
9,337 |
|
|
4,799 |
Net interest income |
|
|
22,407 |
|
|
25,257 |
Provision for credit losses |
|
|
252 |
|
|
275 |
Net interest income after provision for credit losses |
|
|
22,155 |
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24,982 |
Noninterest income: |
|
|
|
|
|
|
Gain on sale of loans |
|
|
— |
|
|
412 |
Gain (loss) on equity securities |
|
|
573 |
|
|
(896) |
Service charges and other fees |
|
|
839 |
|
|
885 |
Loan servicing and other loan fees |
|
|
392 |
|
|
410 |
(Loss) income on investment in Small Business Investment Company (“SBIC”) fund |
|
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(30) |
|
|
489 |
Other income and fees |
|
|
288 |
|
|
261 |
Total noninterest income |
|
|
2,062 |
|
|
1,561 |
Noninterest expense: |
|
|
|
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|
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Salaries and employee benefits |
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|
10,036 |
|
|
11,036 |
Occupancy and equipment |
|
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2,154 |
|
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2,027 |
Data processing |
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1,753 |
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1,465 |
Other expense |
|
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2,128 |
|
|
2,001 |
Total noninterest expense |
|
|
16,071 |
|
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16,529 |
Income before provision for income taxes |
|
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8,146 |
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|
10,014 |
Provision for income taxes |
|
|
2,269 |
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|
2,823 |
Net income |
|
$ |
5,877 |
|
$ |
7,191 |
Earnings per common share: |
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|
|
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Basic earnings per common share |
|
$ |
0.51 |
|
$ |
0.57 |
Weighted average common shares outstanding |
|
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11,525,752 |
|
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12,699,476 |
|
|
|
|
|
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|
Diluted earnings per common share |
|
$ |
0.51 |
|
$ |
0.57 |
Weighted average common shares outstanding |
|
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11,525,752 |
|
|
12,699,476 |
See Notes to Condensed Consolidated Financial Statements.
4
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(unaudited)
|
|
|
Three months ended |
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March 31, |
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||||
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2024 |
|
2023 |
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||
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|
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(As Restated) |
|
|
Net income |
|
$ |
5,877 |
|
$ |
7,191 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
Change in unrealized gain (loss) on AFS securities |
|
|
696 |
|
|
(1,821) |
|
Deferred tax (expense) benefit |
|
|
(212) |
|
|
524 |
|
Other comprehensive income (loss), net of tax |
|
|
484 |
|
|
(1,297) |
|
Total comprehensive income |
|
$ |
6,361 |
|
$ |
5,894 |
|
See Notes to Condensed Consolidated Financial Statements.
5
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except for share and per share data)
(unaudited)
|
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|
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Accumulated |
|
|
|
|
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Common |
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Additional |
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Other |
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Total |
||||
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Number of |
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Stock |
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Paid in |
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Comprehensive |
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Retained |
|
Shareholders’ |
|||||
|
|
Shares |
|
Amount |
|
Capital |
|
Income/(Loss) |
|
Earnings |
|
Equity |
|||||
Three months ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Balance, December 31, 2023 |
|
11,551,271 |
|
$ |
180,913 |
|
$ |
287 |
|
$ |
(14,592) |
|
$ |
146,261 |
|
$ |
312,869 |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,877 |
|
|
5,877 |
Other comprehensive income, net |
|
|
|
|
|
|
|
|
|
|
484 |
|
|
|
|
|
484 |
Restricted stock granted |
|
24,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Forfeiture of restricted stock grants |
|
(505) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Cash dividends of $0.10 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,157) |
|
|
(1,157) |
Stock based compensation |
|
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
160 |
Repurchase of shares |
|
(198,120) |
|
|
(3,998) |
|
|
|
|
|
|
|
|
|
|
|
(3,998) |
Balance, March 31, 2024 |
|
11,377,117 |
|
$ |
177,075 |
|
$ |
287 |
|
$ |
(14,108) |
|
$ |
150,981 |
|
$ |
314,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022 |
|
12,838,462 |
|
$ |
204,301 |
|
$ |
287 |
|
$ |
(11,561) |
|
$ |
124,122 |
|
$ |
317,149 |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,191 |
|
|
7,191 |
Other comprehensive loss, net |
|
|
|
|
|
|
|
|
|
|
(1,297) |
|
|
|
|
|
(1,297) |
Cumulative change from adoption of ASU 2016-13, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
(491) |
|
|
(491) |
Restricted stock granted |
|
28,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
Cash dividends of $0.10 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,264) |
|
|
(1,264) |
Stock based compensation |
|
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
250 |
Repurchase of shares |
|
(422,877) |
|
|
(8,066) |
|
|
|
|
|
|
|
|
|
|
|
(8,066) |
Balance, March 31, 2023 |
|
12,443,977 |
|
$ |
196,485 |
|
$ |
287 |
|
$ |
(12,858) |
|
$ |
129,558 |
|
$ |
313,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
6
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
|
|
Three months ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2024 |
|
2023 |
|
|
||
|
|
|
|
|
(As Restated) |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,877 |
|
$ |
7,191 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
252 |
|
|
275 |
|
|
Deferred tax expense |
|
|
1,909 |
|
|
1,681 |
|
|
Accretion on acquired loans |
|
|
(38) |
|
|
(893) |
|
|
Gain on sale of loans |
|
|
— |
|
|
(412) |
|
|
Proceeds from sale of loans |
|
|
— |
|
|
8,497 |
|
|
Loans originated for sale |
|
|
— |
|
|
(6,372) |
|
|
Accretion on junior subordinated debentures |
|
|
20 |
|
|
20 |
|
|
Gain on repayment of subordinated debt, net |
|
|
34 |
|
|
— |
|
|
Increase in cash surrender value of life insurance policies |
|
|
(177) |
|
|
(166) |
|
|
Amortization/accretion of premiums/discounts on investment securities, net |
|
|
36 |
|
|
113 |
|
|
(Gain) loss on equity securities |
|
|
(573) |
|
|
896 |
|
|
Depreciation and amortization |
|
|
491 |
|
|
453 |
|
|
Core deposit intangible amortization |
|
|
305 |
|
|
369 |
|
|
Stock based compensation expense |
|
|
160 |
|
|
250 |
|
|
Increase (decrease) in deferred loan origination fees, net |
|
|
64 |
|
|
(66) |
|
|
Net change in interest receivable and other assets |
|
|
(811) |
|
|
1,317 |
|
|
Increase in salary continuation plan, net |
|
|
115 |
|
|
81 |
|
|
Net change in interest payable and other liabilities |
|
|
(2,581) |
|
|
(5,046) |
|
|
Net cash provided by operating activities |
|
|
5,083 |
|
|
8,188 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from maturities of interest bearing deposits in banks |
|
|
249 |
|
|
— |
|
|
Purchase of investment securities AFS |
|
|
(7,132) |
|
|
(1,500) |
|
|
Proceeds from maturities, repayments and calls of investment securities AFS |
|
|
3,025 |
|
|
1,170 |
|
|
Purchase of FRB stock |
|
|
(4) |
|
|
(7) |
|
|
Decrease (increase) in loans, net |
|
|
36,027 |
|
|
(20,560) |
|
|
Purchase of equipment and leasehold improvements, net |
|
|
(1,143) |
|
|
(148) |
|
|
Net cash provided by (used in) investing activities |
|
|
31,022 |
|
|
(21,045) |
|
|
7
BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued)
(In thousands)
(unaudited)
|
|
Three months ended |
|||||
|
|
March 31, |
|||||
|
|
2024 |
|
2023 |
|
||
|
|
|
|
|
(As Restated) |
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Decrease in noninterest and interest bearing deposits in banks, net |
|
|
(26,816) |
|
|
(54,301) |
|
Increase in time deposits, net |
|
|
36,973 |
|
|
96,591 |
|
Repayment of subordinated debt, net |
|
|
(315) |
|
|
— |
|
Repurchase of common stock |
|
|
(3,998) |
|
|
(8,066) |
|
Dividends paid on common stock |
|
|
(1,156) |
|
|
(644) |
|
Net cash provided by financing activities |
|
|
4,688 |
|
|
33,580 |
|
Increase in cash and cash equivalents |
|
|
40,793 |
|
|
20,723 |
|
Cash and cash equivalents at beginning of period |
|
|
307,539 |
|
|
176,815 |
|
Cash and cash equivalents at end of period |
|
$ |
348,332 |
|
$ |
197,538 |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
Interest expense |
|
$ |
9,673 |
|
$ |
5,108 |
|
Income taxes paid, net |
|
|
— |
|
|
10 |
|
Recognition of ROU assets |
|
|
575 |
|
|
— |
|
Recognition of lease liability |
|
|
570 |
|
|
— |
|
|
|
|
|
|
|
|
|
Non-cash operating activities: |
|
|
|
|
|
|
|
Increase in allowance for credit losses upon adoption of ASU 2016-03 |
|
$ |
— |
|
$ |
1,545 |
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
Change in unrealized gain (loss) on AFS securities, net of tax |
|
$ |
484 |
|
$ |
(1,297) |
|
Transfer of loans to held-for-sale |
|
|
1,684 |
|
|
— |
|
Cash dividends declared on common stock not yet paid |
|
|
(1,157) |
|
|
(1,264) |
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
8
NOTE 1 – BASIS OF PRESENTATION
BayCom Corp (the “Company”) is a bank holding company headquartered in Walnut Creek, California. United Business Bank (the “Bank”), the Company’s wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals. In its 19 years of operation, the Bank has grown to 35 full-service banking branches, with 16 locations in California, one in Nevada, two in Washington, five in New Mexico and 11 in Colorado. The condensed consolidated financial statements include the accounts of the Company and the Bank.
All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amounts are above $1.0 million, they are rounded one decimal point, and if they are above $1.0 billion, they are rounded two decimal points.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to the current year presentation. None of the reclassifications impacted consolidated net income, earnings per share or shareholders’ equity.
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for a public company that qualified as an “emerging growth company,” or EGC. The Company qualified as an EGC and remained an EGC until December 31, 2023, the last day of the Company’s fiscal year following the fifth anniversary of the completion of the Company’s initial public offering. As an EGC, we were permitted to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. We took advantage of the benefits of this extended transition period; accordingly, our condensed consolidated financial statements for periods prior to our exit from EGC status may not be comparable to companies that comply with such new or revised accounting standards.
Restatement of Previously Issued Consolidated Financial Statements
On July 18, 2023, the audit committee of the Company’s board of directors concluded that the Company’s previously issued unaudited interim consolidated financial statements for the period ended March 31, 2023 and the consolidated financial statements for the year ended December 31, 2022, as well as for the unaudited interim periods included in that fiscal year (collectively, “Restated Periods”), should no longer be relied upon because of errors related to the accounting for unrealized losses on preferred equity securities that resulted in material misstatements of noninterest income and accumulated other comprehensive income.
At the time of its purchase of the preferred equity securities for investment purposes, the Company inappropriately accounted for them as AFS debt securities under Accounting Standards Codification (“ASC”) Topic 320 – Investments-Debt Securities. As such, the changes in the fair value of these securities were not recorded as part of net income but rather as a component of shareholders’ equity (in accumulated other comprehensive income, net of tax). However, as a result of subsequent research and third-party consultation, the Company determined that the securities should instead have been accounted for under ASC Topic 321 – Investments-Equity Securities. The result of this change in classification of the preferred equity securities is that the change in the fair value of the securities each quarter should have been recorded in noninterest income on the consolidated statements of income.
9
On July 25, 2023, the Company filed amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, September 30, 2022, June 30, 2022, and March 31, 2022, and its Form 10-K for the year ended December 31, 2022, (the “Original Reports”) with the Securities and Exchange Commission (“SEC”), to reflect the restatement of the Company’s consolidated financial statements for the Restated Periods (the “Amended Form 10-Qs” and the “Amended Form 10-K,” collectively, the “Amended Reports”).
As disclosed in the Original Reports, the Company recorded the change, net of taxes, in the fair value of preferred equity securities as part of other comprehensive loss, net of taxes, under ASC Topic 320 – Investments-Debt Securities rather than as part of non-interest income under ASC Topic 321 – Investments-Equity Securities. In addition, various footnotes in the Amended Reports reflect the effects of these restatements.
For additional information on the effects of the restatement, see Note 2 Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements contained in the Amended Form 10-K and Note 3. Restatement of the Consolidated Financial Statements in the Notes to Condensed Consolidated Financial Statements contained in each of the Amended Form 10-Qs.
NOTE 2 - ACCOUNTING GUIDANCE NOT YET EFFECTIVE AND ADOPTED ACCOUNTING GUIDANCE
Accounting Guidance Adopted in 2024
On January 1, 2024, the Company adopted Accounting Standards Update (“ASU”) 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, a consensus of the Emerging Issues Task Force. ASU 2023-02 allows an entity the option to apply the proportional amortization method of accounting to other equity investments that are made for the primary purpose of receiving tax credits or other income tax benefits if certain conditions are met. Prior to this ASU, the application of the proportional amortization method of accounting was limited to investments in low-income housing tax credit structures. The proportional amortization method of accounting results in the amortization of applicable investments, as well as the related income tax credits or other income tax benefits received, being presented on a single line in the statements of income, income tax expense. Under this ASU, an entity has the option to apply the proportional amortization method of accounting to applicable investments on a tax-credit-program-by-tax-credit program basis. In addition, the amendments in this ASU require that all tax equity investments accounted for using the proportional amortization method use the delayed equity contribution guidance in paragraph 323-740-25-3, requiring a liability to be recognized for delayed equity contributions that are unconditional and legally binding or for equity contributions that are contingent upon a future event when that contingent event becomes probable. Under this ASU, low-income housing tax credit investments for which the proportional amortization method is not applied can no longer be accounted for using the delayed equity contribution guidance. Further, this ASU specifies that impairment of low-income housing tax credit investments not accounted for using the equity method must apply the impairment guidance in Subtopic 323-10: Investments - Equity Method and Joint Ventures - Overall. This ASU also clarifies that for low-income housing tax credit investments not accounted for under the proportional amortization method or the equity method, an entity shall account for them under Topic 321: Investments - Equity Securities. The amendments in the ASU also require additional disclosures in interim and annual periods concerning investments for which the proportional amortization method is applied, including (i) the nature of tax equity investments, and (ii) the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations. ASU 2023-02 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of ASU 2023-02 did not have a material impact on the Company's consolidated financial statements and related disclosures.
Fair Value Measurement (Topic 820) - In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The guidance in the ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account on the equity security and, therefore, is not considered in measuring fair value. The ASU also requires additional disclosures about the restriction. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of ASU 2022-03 did not have a significant impact on the Company's consolidated financial statements and related disclosures.
10
Recent Accounting Guidance Not Yet Effective
Business Combinations (Topic 805) - In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (JV) Formations: Recognition and Initial Measurement. The guidance requires newly-formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements.
Segment Reporting – Improvements to Reportable Segment Disclosures (Topic 280) – In November 2023, the FASB issued ASU 2023-07 to enhance disclosures about significant segment expenses for public entities reporting segment information under Topic 280. It requires that a public entity disclose, on an annual and interim basis, significant expense categories for each reportable segment. Significant expense categories are derived from expenses that are 1) regularly reported to an entity’s chief operating decision-maker ("CODM"), and 2) included in a segment’s reported measure of profit or loss. The disclosures should include an amount for "other segment items," reflecting the difference between 1) segment revenue less significant segment expenses, and 2) the reportable segment’s profit or loss measures. It requires that a public entity disclose the title and position of the CODM and how the CODM uses the reported measure of profit or loss to assess segment performance and to allocate resources. Further it clarifies that entities with a single reportable segment must disclose both new and existing segment reporting requirements. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the guidance on a retrospective basis. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements.
Income Taxes – Improvements to Income Tax Disclosures (Topic 740) –In December 2023, the FASB issued ASU 2023-09 to provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and additional information for reconciling items meeting a certain quantitative threshold. The amendments also require that entities disclose on an annual basis: 1) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and 2) the income taxes paid (net of refunds received) disaggregated by individual jurisdictions exceeding 5% of total income taxes paid (net of refunds received). The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements.
11
NOTE 3 – INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses, and estimated fair values of securities AFS at the dates indicated are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
||
|
|
Amortized |
|
unrealized |
|
unrealized |
|
Estimated |
||||
|
|
cost |
|
gains |
|
losses |
|
fair value |
||||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
$ |
23,080 |
|
$ |
98 |
|
$ |
(1,326) |
|
$ |
21,852 |
Mortgage-backed securities |
|
|
40,499 |
|
|
136 |
|
|
(3,745) |
|
|
36,890 |
Collateralized mortgage obligations |
|
|
37,787 |
|
|
136 |
|
|
(2,330) |
|
|
35,593 |
SBA securities |
|
|
4,954 |
|
|
40 |
|
|
(82) |
|
|
4,912 |
Corporate bonds |
|
|
81,391 |
|
|
7 |
|
|
(12,726) |
|
|
68,672 |
Total |
|
$ |
187,711 |
|
$ |
417 |
|
$ |
(20,209) |
|
$ |
167,919 |
|
|
|
|
|
Gross |
|
Gross |
|
|
|
||
|
|
Amortized |
|
unrealized |
|
unrealized |
|
Estimated |
||||
|
|
cost |
|
gains |
|
losses |
|
fair value |
||||
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
$ |
21,910 |
|
$ |
75 |
|
$ |
(1,158) |
|
$ |
20,827 |
Mortgage-backed securities |
|
|
41,048 |
|
|
194 |
|
|
(3,641) |
|
|
37,601 |
Collateralized mortgage obligations |
|
|
35,019 |
|
|
256 |
|
|
(2,299) |
|
|
32,976 |
SBA securities |
|
|
5,280 |
|
|
49 |
|
|
(77) |
|
|
5,252 |
Corporate bonds |
|
|
80,383 |
|
|
7 |
|
|
(13,894) |
|
|
66,496 |
Total |
|
$ |
183,640 |
|
$ |
581 |
|
$ |
(21,069) |
|
$ |
163,152 |
Amortized cost and fair values exclude accrued interest receivable of $1.5 million and $1.2 million at March 31, 2024 and December 31, 2023, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.
During both the three months ended March 31, 2024 and 2023, the Company sold no securities AFS.
The amortized cost and estimated fair value of securities AFS at the dates indicated by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
March 31, 2024 |
|
December 31, 2023 |
||||||||
|
|
Amortized |
|
Estimated |
|
Amortized |
|
Estimated |
||||
|
|
cost |
|
fair value |
|
cost |
|
fair value |
||||
|
|
|
|
|
|
|
|
|
|
|
||
Securities AFS |
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less |
|
$ |
4,880 |
|
$ |
4,839 |
|
$ |
6,397 |
|
$ |
6,338 |
Due after one through five years |
|
|
16,285 |
|
|
14,560 |
|
|
15,909 |
|
|
14,206 |
Due after five years through ten years |
|
|
102,621 |
|
|
89,055 |
|
|
102,430 |
|
|
87,867 |
Due after ten years |
|
|
63,925 |
|
|
59,465 |
|
|
58,904 |
|
|
54,741 |
Total |
|
$ |
187,711 |
|
$ |
167,919 |
|
$ |
183,640 |
|
$ |
163,152 |
At March 31, 2024, there were $12.0 million securities pledged, compared to no securities pledged at December 31, 2023.
12
The estimated fair value and gross unrealized losses for securities AFS aggregated by the length of time that individual securities have been in a continuous unrealized loss position at the dates indicated are as follows:
|
|
Less than 12 months |
|
12 months or more |
|
Total |
||||||||||||
|
|
Estimated |
|
Unrealized |
|
Estimated |
|
Unrealized |
|
Estimated |
|
Unrealized |
||||||
|
|
fair value |
|
loss |
|
fair value |
|
loss |
|
fair value |
|
loss |
||||||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
$ |
2,479 |
|
$ |
(24) |
|
$ |
15,167 |
|
$ |
(1,302) |
|
$ |
17,646 |
|
$ |
(1,326) |
Mortgage-backed securities |
|
|
1,355 |
|
|
(23) |
|
|
25,932 |
|
|
(3,722) |
|
|
27,287 |
|
|
(3,745) |
Collateralized mortgage obligations |
|
|
— |
|
|
— |
|
|
23,863 |
|
|
(2,330) |
|
|
23,863 |
|
|
(2,330) |
SBA securities |
|
|
— |
|
|
— |
|
|
1,710 |
|
|
(82) |
|
|
1,710 |
|
|
(82) |
Corporate bonds |
|
|
— |
|
|
— |
|
|
67,675 |
|
|
(12,726) |
|
|
67,675 |
|
|
(12,726) |
Total |
|
$ |
3,834 |
|
$ |
(47) |
|
$ |
134,347 |
|
$ |
(20,162) |
|
$ |
138,181 |
|
$ |
(20,209) |
|
|
Less than 12 months |
|
12 months or more |
|
Total |
||||||||||||
|
|
Estimated |
|
Unrealized |
|
Estimated |
|
Unrealized |
|
Estimated |
|
Unrealized |
||||||
|
|
fair value |
|
loss |
|
fair value |
|
loss |
|
fair value |
|
loss |
||||||
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal securities |
|
$ |
2,483 |
|
$ |
(28) |
|
$ |
13,975 |
|
$ |
(1,130) |
|
$ |
16,458 |
|
$ |
(1,158) |
Mortgage-backed securities |
|
|
1,369 |
|
|
(30) |
|
|
26,435 |
|
|
(3,611) |
|
|
27,804 |
|
|
(3,641) |
Collateralized mortgage obligations |
|
|
1,496 |
|
|
(8) |
|
|
20,713 |
|
|
(2,291) |
|
|
22,209 |
|
|
(2,299) |
SBA securities |
|
|
— |
|
|
— |
|
|
1,610 |
|
|
(77) |
|
|
1,610 |
|
|
(77) |
Corporate bonds |
|
|
— |
|
|
— |
|
|
65,505 |
|
|
(13,894) |
|
|
65,505 |
|
|
(13,894) |
Total |
|
$ |
5,348 |
|
$ |
(66) |
|
$ |
128,238 |
|
$ |
(21,003) |
|
$ |
133,586 |
|
$ |
(21,069) |
At March 31, 2024, the Company held 321 securities AFS, of which 301 were in an unrealized loss position for more than twelve months and 17 were in an unrealized loss position for less than twelve months. At December 31, 2023, the Company held 334 investment securities, of which 297 were in an unrealized loss position for more than twelve months and 22 were in an unrealized loss position for less than twelve months. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment.
Allowance for credit losses on investment debt securities available-for-sale
Securities that were in an unrealized loss position as of March 31, 2024 were evaluated to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or changes in required yields by investors in these types of securities, among other factors. This assessment first includes a determination of whether the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses. In making this assessment, management considers the nature of the security and any related government guarantees, any changes to the rating of the security by a rating agency, creditworthiness of the issuers/guarantors, the underlying collateral, the financial conditions and prospects of the issuer, and any adverse conditions specifically related to the security, among other factors.
As of March 31, 2024, the Company expects to recover the amortized cost basis of its securities, has no present intent to sell any investment securities with unrealized losses and it is not more likely than not that we will not be required to sell securities with unrealized losses before recovery of their amortized cost and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers of these securities continue to make timely principal and interest payments. No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position, as management does not believe any of the securities are impaired due to reasons of credit quality at March 31, 2024.
13
Equity Securities
The Company recognized a net gain on equity securities of $573,000 and a net loss on equity securities of $896,000 for the three months ended March 31, 2024 and 2023, respectively. Equity securities were $13.2 million and $12.6 million as of March 31, 2024 and December 31, 2023, respectively.
NOTE 4 – LOANS
The Company’s loan portfolio at the dates indicated is summarized below:
|
|
March 31, |
|
December 31, |
||
|
|
2024 |
|
2023 |
||
Commercial and industrial (1) |
|
$ |
160,594 |
|
$ |
162,889 |
Construction and land |
|
|
9,616 |
|
|
9,559 |
Commercial real estate |
|
|
1,632,090 |
|
|
1,668,585 |
Residential |
|
|
83,868 |
|
|
86,002 |
Consumer |
|
|
570 |
|
|
738 |
Total loans |
|
|
1,886,738 |
|
|
1,927,773 |
Net deferred loan (fees) costs |
|
|
(8) |
|
|
56 |
Allowance for credit losses |
|
|
(18,890) |
|
|
(22,000) |
Net loans |
|
$ |
1,867,840 |
|
$ |
1,905,829 |
(1) | Includes $2.9 million and $3.8 million of U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans as of March 31, 2024 and December 31, 2023, respectively. |
Net loans exclude accrued interest receivable of $6.0 million and $6.7 million at March 31, 2024 and December 31, 2023, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.
14
The Company’s total individually evaluated loans, including nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected are summarized as follows:
|
|
Commercial |
|
Construction |
|
Commercial |
|
|
|
|
|
|
||||||
|
|
and industrial |
|
and land |
|
real estate |
|
Residential |
|
Consumer |
|
Total |
||||||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment in loans individually evaluated: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no specific allowance recorded |
|
$ |
103 |
|
$ |
366 |
|
$ |
13,208 |
|
$ |
1,324 |
|
$ |
— |
|
$ |
15,001 |
With a specific allowance recorded |
|
|
1,564 |
|
|
— |
|
|
5,400 |
|
|
139 |
|
|
— |
|
|
7,103 |
Total recorded investment in loans individually evaluated |
|
$ |
1,667 |
|
$ |
366 |
|
$ |
18,608 |
|
$ |
1,463 |
|
$ |
— |
|
$ |
22,104 |
Specific allowance on loans individually evaluated |
|
$ |
1,290 |
|
$ |
— |
|
$ |
58 |
|
$ |
2 |
|
$ |
— |
|
$ |
1,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment in loans individually evaluated: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no specific allowance recorded |
|
$ |
273 |
|
$ |
366 |
|
$ |
1,298 |
|
$ |
1,349 |
|
$ |
— |
|
$ |
3,286 |
With a specific allowance recorded |
|
|
1,799 |
|
|
— |
|
|
7,745 |
|
|
147 |
|
|
— |
|
|
9,691 |
Total recorded investment in loans individually evaluated |
|
$ |
2,072 |
|
$ |
366 |
|
$ |
9,043 |
|
$ |
1,496 |
|
$ |
— |
|
$ |
12,977 |
Specific allowance on loans individually evaluated |
|
$ |
1,423 |
|
$ |
— |
|
$ |
3,008 |
|
$ |
2 |
|
$ |
— |
|
$ |
4,433 |
From time to time, the Company may extend, restructure, or otherwise modify the terms of existing loans, on a case-by-case basis, to remain competitive and retain certain customers, as well as assist other customers who may be experiencing financial difficulties. At time of restructuring, these loans are generally placed on nonaccrual. These loans may be returned to accrual status after the borrower demonstrated performance with the modified terms for a sustained period of time (generally six months) and the capacity to continue to perform in accordance with the modified terms of the restructured debt. The ACL on a modified loan to a borrower experiencing financial difficulty is measured using the same method as individually evaluated loans. During the three months ended March 31, 2024 and 2023, there were no modifications of loans to borrowers experiencing financial difficulty.
15
A summary of modified loans to borrowers experiencing financial difficulty by type of concession and type of loan, as of the dates indicated, is set forth below (number of loans not in thousands):
|
|
Number of |
|
Rate |
|
Term |
|
Rate & term |
|
|
|
|
% of Total |
|||||
|
|
loans |
|
modification |
|
modification |
|
modification |
|
Total |
|
loans outstanding |
||||||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
2 |
|
$ |
— |
|
$ |
117 |
|
$ |
— |
|
$ |
117 |
|
|
0.07 |
% |
Construction and land |
|
— |
|
|
— |
|
|
— |
|
< |