8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    November 4, 2019        

BAYCOM CORP

(Exact name of registrant as specified in its charter)

California	001-38483	37-1849111
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA	94596
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (925) 476-1800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 7.01 Regulation FD Disclosure

On November 1, 2019, BayCom Corp, Walnut Creek, California (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Grand Mountain Bancshares, Inc. Granby, Colorado (“GMB”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, GMB will merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger. Immediately after the effective time of the Merger (the “Effective Time”), the Company intends to merge Grand Mountain Bank, a wholly owned subsidiary of GMB, with and into United Business Bank, a wholly owned subsidiary of the Company (the “Bank Merger”), with United Business Bank as the surviving institution in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of the Company and GMB. The Merger is expected to be completed in the first calendar quarter of 2020, subject to customary conditions discussed below.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of common stock of GMB outstanding immediately prior to the Effective Time, excluding certain specified shares including any dissenting shares, will be converted into the right to receive $3.40 in cash, representing an aggregate transaction value of approximately $13.9 million.

The Merger Agreement contains customary representations and warranties from both the Company and GMB, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of GMB’s business during the interim period between the execution of the Merger Agreement and the Effective Time, including, specific forbearances with respect to its business activities, (2) GMB’s obligation to call a meeting of its shareholders to approve the Merger Agreement, and, subject to certain exceptions, that its board of directors recommend that GMB shareholders vote to approve the Merger Agreement and (3) GMB’s non-solicitation obligations regarding alternative acquisition proposals.

The completion of the Merger is subject to customary conditions, including approval of the Merger Agreement by GMB’s shareholders and the receipt of required regulatory approvals.

The Merger Agreement provides certain termination rights for both the Company and GMB and further provides that a termination fee of $500,000 will be payable by GMB upon termination of the Merger Agreement under certain circumstances.

In connection with the execution and delivery of the Merger Agreement, certain directors and all of the executive officers of GMB have each entered into a voting agreement ("Voting Agreement") pursuant to which those persons have agreed to vote their shares of GMB common stock in favor of approval of the Merger Agreement and the transactions contemplated thereby, subject to the terms and conditions of the Voting Agreement. Under the terms of the Voting Agreements, such individual have also agreed, with certain exceptions, not to transfer any their shares of common stock of GMB. In addition, each non-independent director of GMB and certain independent directors of GMB have executed a resignation, non-competition and non-disclosure agreement with the Company (the “Director Agreements”), to be effective as of the Effective Time.

On November 4, 2019, the Company issued a joint press release with GMB announcing the execution of the Merger Agreement. The complete text of the press release is attached hereto as Exhibit 99.1. A copy of investor presentation materials concerning the proposed Merger is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. All information included in the press release and the investor presentation is of the date thereof, and the Company does not assume any obligation to correct or update such information in the future.

In accordance with general instruction B.2 of Form 8-K, the information contained in Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is to be considered "furnished" pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act nor shall it be deemed incorporated by reference in any Company filing or report with the Securities and Exchange Commission, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing or report.

Note Regarding Forward-Looking Statements. This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words or phrases "may," "believe," "will," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," "potential," or similar expressions. Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are 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 communication other than historical facts constitute forward-looking statements.

In addition to factors disclosed in the Company's SEC reports, 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 the Company and GMB and the recent acquisitions of TIG Bancorp and Uniti Financial Corporation by the Company 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 of the Company and GMB 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 of the Company and GMB; the Company's or GMB'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 the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018 and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither the Company nor GMB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 8.01. Other Events

On November 1, 2019, the Company issued a joint press release with GMB announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated November 4, 2019.
99.2	Investor Presentation dated November 4, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		BAYCOM CORP
Date:	November 4, 2019	By:	/s/ Keary L. Colwell
			Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

BAYCOM CORP AND GRAND MOUNTAIN BANCSHARES, INC.

ANNOUNCE EXECUTION OF DEFINITIVE MERGER AGREEMENT

BayCom Corp Expands Colorado Footprint

Walnut Creek, California and Granby, Colorado, November 4, 2019 – BayCom Corp (NASDAQ:BCML) (“BayCom” or the “Company”), the holding company for United Business Bank, and Grand Mountain Bancshares, Inc. (OTCM:GMBB) (“GMB”), the holding company for Grand Mountain Bank, FSB, today announced the signing of an Agreement and Plan of Merger under which BayCom has agreed to acquire GMB in an all cash transaction valued at approximately $13.9 million.

Under the terms of the Agreement and Plan of Merger, GMB will be merged with and into BayCom. The agreement also calls for the merger of Grand Mountain Bank with and into United Business Bank. Upon consummation of the merger, each GMB shareholder will receive $3.40 in cash in exchange for each share of GMB common stock.

At September 30, 2019, GMB had approximately $130.6 million in assets, $85.6 million in loans, $118.1 million in deposits and $12.2 million in shareholder's equity. The transaction will expand the Company’s presence in Colorado. GM Bank serves its communities through its four convenient full-service locations across Grand County and a loan office in Summit County. Upon completion of the transaction, the combined company will have approximately $2.2 billion in total assets, $1.5 billion in total loans and $1.8 billion in total deposits. With this acquisition the United Business Bank will have a total of 36 full service locations, with 17 locations in California, two in Washington, six in New Mexico and 11 in Colorado.

The Agreement and Plan of Merger was approved by the boards of directors of BayCom and GMB. The closing of the transaction, which is expected to occur in the first quarter of 2020, is subject to customary conditions, including regulatory approval, and approval by the shareholders of GMB. BayCom anticipates this transaction will be accretive to earnings (before merger costs) in the first year of combined operations and accretive to tangible book value in less than three years.

George Guarini, President and CEO of BayCom, stated, “We are very pleased to have the opportunity to expand our presence in the Colorado market and look forward to serving Grand Mountain Bank’s clients. Our expanded family will soon have the pleasure of establishing new long lasting client relationships, enhancing our position in the market and building on an already strong foundation.” 

Frank DeLay, President and CEO of Grand Mountain Bank, “We are very happy to join BayCom and believe our combination with United Business Bank will provide significant value to our shareholders, customers and employees. We also believe this is a natural fit which increases lending capabilities, expands capital resources and provides a more expansive product offering in our Colorado business communities. Our team is excited for our next chapter and our new partnership with United Business Bank.”

BayCom and United Business Bank were assisted by Dave Muchnikoff and Michael Sadow of Silver, Freedman, Taff & Tiernan, LLP for legal services. GMB and Grand Mountain Bank were assisted by Ernie Panasci and Angie M. Fletcher of Stinson LLP for legal services and Greg Gersack of Janney Montgomery Scott LLC for investment banking services.

About BayCom Corp

The Company, through its wholly owned operating subsidiary United Business Bank, offers a full-range of loans, including SBA, FSA and USDA guaranteed loans, and deposit products and services to businesses and its affiliates in California, Washington, New Mexico and Colorado. The Bank also offers business escrow services and facilitates tax free exchanges through its Bankers Exchange Division. United Business Bank is an Equal Housing Lender and a member of FDIC. The Company is traded on the NASDAQ under the symbol “BCML”. For more information, go to www.unitedbusinessbank.com.

About Grand Mountain Bancshares

Grand Mountain Bancshares is the holding company for Grand Mountain Bank. Grand Mountain Bank is a locally based community bank committed to providing quality, personal service to all the people and businesses in its community. Grand Mountain Bank FSB has four full-service locations across Grand County and a loan office in Summit County. For more information, go to www.grandmountainbank.com.

Forward Looking Statement

This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this communication and in other documents filed with or furnished to the SEC, in press releases or other public stockholder 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. Investors and security holders are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are 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 communication other than historical facts constitute forward-looking statements.

In addition to factors disclosed in the BayCom’s SEC reports, 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 and GMB (“GMB Merger”) and the recent acquisitions of TIG Bancorp and Uniti Financial Corporation by 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 GMB 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 GMB Merger; BayCom’s or GMB’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 GMB Merger or otherwise; and future acquisitions by BayCom 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 the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018 and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither the Company nor TIG undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

BayCom Corp

Keary Colwell, CFO

(925) 476-1800

Grand Mountain Bancshares, Inc.

Frank DeLay, President and CEO

(970) 887-1221

EX-99.2

Exhibit 99.2

November 4, 2019 Continued Expansion into Colorado Grand Mountain Bancshares, Inc. 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 Grand Mountain Bancshares, Inc . (“GMB”) and BayCom’s recent acquisitions of TIG Bancorp and Uniti Financial Corporation 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 GMB'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 GMB 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 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 and TIG Bancorp □ Attractive addition to Colorado market following the completion of TIG Bancorp acquisition □ Grand Mountain Bank is the market leading community bank in Grand County, CO with 26.4% deposit market share □ Desirable, low cost, core deposit base - $117M at a cost of 39 bps for 3Q 2019 with 24.2% in non - interest bearing accounts □ Complimentary business mix with healthy loan yields – 5.10% for 3Q 2019 □ Immediate and meaningful accretion to earnings – 6%, excluding merger costs, in 2020 and 7.4% in 2021 □ Low tangible book value dilution; earn back approximately 2.7 years □ Pricing multiples compare favorably with other recent transactions □ Robust internal rate of return – greater than 25% □ Accretive to BCML’s low costs deposit base

4 □ Balance Sheet: ▪ Assets: $ 130.6 million ▪ Loans: $85.6 million ▪ Deposits: $117.4 million □ Capital Ratios: ▪ TE/TA: 8.42% ▪ Leverage Ratio - Bank: 8.99% ▪ Total Capital Ratio - Bank: 17.09% □ Asset Quality: ▪ NPAs/Assets (ex. TDRs): 0.25% ▪ Reserves/Loans: 1.36% □ Profitability - Bank: ▪ ROAA: 0.60% ▪ ROAE: 6.18% ▪ Net interest margin: 3.95% 1) Financial data for last twelve months ended September 30, 2019 Source: S&P Global Market Intelligence Corporate Overview – Grand Mountain Bancshares, Inc. Overview Branch Map Financial Highlights 1 Grand Mountain Bancshares, Inc . is the holding company for Grand Mountain Bank, FSB – a community bank committed to providing quality, personal service to individuals and businesses in its community . Grand Mountain Bank, FSB has four convenient full service locations across Grand County, Colorado and a loan production office in Summit County, Colorado . Branch Locations LPO Locations

5 Transaction Terms Aggregate Deal Value 1 Termination Fee Anticipated Closing □ Q1 2020 □ $13.9 million □ Price/LTM EPS: 23.3x □ Price/2019 Est. EPS : 23.8x Purchase Price Consideration Mix P/TBV Required Approvals □ $3.40 per share □ 100% Cash □ $500 thousand □ Customary regulatory approvals and GMB shareholder approval 1) Based on 4,084,186 common shares of GMB outstanding P/E □ 126.2%

6 Key Transaction Assumptions Estimated Cost Savings Capital Contingency: □ 3 5 % □ None modeled Purchase Accounting Marks Core Deposit Intangible Revenue Synergies: □ $1.2 million loan mark, approximately 1.4% □ $1.5 million, 1.50% on non - maturity deposits □ None

7 Pro Forma Loan Portfolio 1 ) Includes combination with First State Bank of Colorado, which was acquired on October 21, 2019 Bank level regulatory data shown; does not include purchase accounting adjustments; as of September 30, 2019 Source : Regulatory call reports, S&P Global Market Intelligence United Business Bank¹ Grand Mountain Bank, FSB Pro Forma Composition Composition Composition Loan Type ($000) % of Total Loan Type ($000) % of Total Loan Type ($000) % of Total Constr & Dev 47,869 3.5% Constr & Dev 8,622 10.1% Constr & Dev 56,491 3.9% 1-4 Family Residential 146,322 10.6% 1-4 Family Residential 44,497 52.0% 1-4 Family Residential 190,819 13.0% Home Equity 22,393 1.6% Home Equity 1,927 2.3% Home Equity 24,320 1.7% Owner - Occ CRE 378,527 27.5% Owner - Occ CRE 14,115 16.5% Owner - Occ CRE 392,642 26.8% Other CRE 445,366 32.3% Other CRE 7,287 8.5% Other CRE 452,653 31.0% Multifamily 126,452 9.2% Multifamily - 0.0% Multifamily 126,452 8.6% Commercial & Industrial 160,477 11.7% Commercial & Industrial 4,849 5.7% Commercial & Industrial 165,326 11.3% Consr & Other 49,379 3.6% Consr & Other 4,302 5.0% Consr & Other 53,681 3.7% Total Loans $1,376,785 100.0% Total Loans $85,599 100.0% Total Loans $1,462,384 100.0% MRQ Yield on Loans: 5.90% MRQ Yield on Loans: 5.10% MRQ Yield on Loans: 5.85% C&D 3.5% 1 - 4 Fam 10.6% HELOC 1.6% OwnOcc CRE 27.5% Other CRE 32.3% Multifam 9.2% C&I 11.7% Consr & Other 3.6% C&D 10.1% 1 - 4 Fam 52.0% HELOC 2.3% OwnOcc CRE 16.5% Other CRE 8.5% C&I 5.7% Consr & Other 5.0% C&D 3.9% 1 - 4 Fam 13.0% HELOC 1.7% OwnOcc CRE 26.8% Other CRE 31.0% Multifam 8.6% C&I 11.3% Consr & Other 3.7%

8 Pro Forma Deposit Composition United Business Bank¹ Grand Mountain Bank, FSB Pro Forma 1 ) Includes combination with First State Bank of Colorado, which was acquired on October 21, 2019 Bank level regulatory data shown; does not include purchase accounting adjustments; as of September 30, 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 603,166 35.3% Non Interest Bearing 28,611 24.2% Non Interest Bearing 631,777 34.6% NOW & Other Trans 231,860 13.6% NOW & Other Trans 43,608 36.9% NOW & Other Trans 275,468 15.1% MMDA & Sav 523,235 30.7% MMDA & Sav 36,417 30.8% MMDA & Sav 559,652 30.7% Time Deposits < $100k 58,177 3.4% Time Deposits < $100k 5,399 4.6% Time Deposits < $100k 63,576 3.5% Time Deposits > $100k 290,654 17.0% Time Deposits > $100k 4,037 3.4% Time Deposits > $100k 294,691 16.1% Total Deposits $1,707,092 100.0% Total Deposits $118,072 100.0% Total Deposits $1,825,164 100.0% MRQ Cost of Deposits: 0.46% MRQ Cost of Deposits: 0.39% MRQ Cost of Deposits: 0.46% Loans / Deposits: 80.65% Loans / Deposits: 72.50% Loans / Deposits: 80.12% Non Int. Bearing 35.3% NOW Accts 13.6% MMDA & Sav 30.7% Time Deposits < $100k 3.4% Time Deposits > $100k 17.0% Non Int. Bearing 24.2% NOW Accts 36.9% MMDA & Sav 30.8% Time Deposits < $100k 4.6% Time Deposits > $100k 3.4% Non Int. Bearing 34.6% NOW Accts 15.1% MMDA & Sav 30.7% Time Deposits < $100k 3.5% Time Deposits > $100k 16.1%

9 Grand Mountain Bank, FSB Financial Overview Source : S&P Global Market Intelligence In $000s except for per share data 12/31/16 12/31/17 12/31/18 12/31/18 3/31/19 6/30/19 9/30/19 Balance Sheet Total Assets $100,948 $109,083 $113,938 $113,938 $117,878 $122,258 $130,591 Total Loans $61,338 $66,120 $76,715 $76,715 $80,786 $85,060 $85,599 Total Deposits $92,816 $93,524 $100,449 $100,449 $105,896 $110,028 $118,073 Loans/Deposits 66.09% 70.70% 76.37% 76.37% 76.29% 77.31% 72.50% Capital Common Equity $7,861 $10,223 $11,427 $11,427 $11,698 $11,930 $12,182 Tangible Equity $7,861 $10,223 $11,427 $11,427 $11,698 $11,930 $12,182 Total Equity/Assets 7.79% 9.37% 10.03% 10.03% 9.92% 9.76% 9.33% Tang. Common Equity/ Tang. Assets 7.79% 9.37% 10.03% 10.03% 9.92% 9.76% 9.33% Risked Based Capital 16.73% 19.66% 18.21% 18.21% 17.32% 17.08% 17.09% Tier 1 Capital 15.48% 18.40% 16.95% 16.95% 16.07% 15.82% 15.84% Leverage Ratio 7.92% 9.56% 9.33% 9.33% 9.55% 9.40% 8.99% Profitability Measures Net Interest Margin 3.80% 3.63% 3.77% 3.80% 4.01% 3.99% 3.98% Non Interest Income/Avg. Assets 0.48% 0.48% 0.39% 0.40% 0.35% 0.49% 0.52% Non Interest Expense/Avg. Assets 3.89% 3.42% 3.42% 3.44% 3.45% 3.41% 3.27% Efficiency Ratio 98.23% 87.97% 85.84% 84.69% 83.64% 79.75% 76.45% ROAA 0.72% 0.91% 1.32% 0.45% 0.51% 0.68% 0.76% ROAE 9.31% 10.73% 13.43% 4.60% 5.05% 6.84% 8.10% Net Income $701 $945 $1,468 $131 $146 $202 $244 Asset Quality NPAs/Assets 1.42% 0.84% 0.69% 0.69% 0.49% 0.47% 0.43% NPAs (excl TDRs)/Assets 0.75% 0.48% 0.47% 0.47% 0.28% 0.27% 0.25% NCOs/Avg Loans -0.61% -0.15% -0.12% -0.04% -0.04% -0.04% -0.06% Reserves/Loans 1.55% 1.58% 1.48% 1.48% 1.41% 1.35% 1.36% Reserves/NPAs 66.27% 113.26% 144.76% 144.76% 198.09% 201.23% 205.67% For the Twelve Months Ended Quarters Ended