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Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-23 · 10 added, 135 removed, 24 unchanged (86% of the section changed)

1 unchanged sentence

Our common stock, since May 4, 2018, is listed on the NASDAQ Global Select Market under the symbol “BCML”.

At December 31, 2020, we had approximately 833 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) and 11,295,397 outstanding shares of common stock.

At March 23, 2022, we had approximately 853 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) and 13,695,751 outstanding shares of common stock.

Our cash dividend payout policy is reviewed regularly by management and the Board of Directors.

On February 16, 2022 the Company announced that its Board of Directors declared it first quarterly cash dividend of $.05 per share on the Company's outstanding common stock, payable on April 15, 2022 to shareholders of record as of the close of business on March 11, 2022.

Any dividends declared and paid in the future would depend upon a number of factors, including capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions.

No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods.

Our future payment of dividends may depend, in part, upon receipt of dividends from the Bank, which are restricted by federal regulations.

Stock Repurchases.

The Company’s Board of Directors approved its third stock repurchase program in October 2020 pursuant to which the Company may repurchase up to five percent of the Company’s common stock, or approximately 590,000 shares (in addition to the remaining 31,984 shares available for repurchase under the Company’s prior stock repurchase program at that date) .

The Company’s Board of Directors approved its fifth stock repurchase program in December 2021 pursuant to which the Company may repurchase up to seven percent of the Company’s common stock, or approximately 747,000 shares (in addition to the 657 shares that remained available for repurchase under the Company’s prior stock repurchase program at that date) .

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.

16 unchanged sentences

December 1, 2021 - December 31, 2021

During the year ended December 31, 2020, the Company purchased a total of 1,276,869 shares of the Company’s common stock at an average price of $14.30 per share, compared to 493,787 shares at an average price of $22.26 during the year ended December 31, 2019.

During the year ended December 31, 2021, the Company purchased a total of 648,734 shares of the Company’s common stock at an average price of $17.81 per share, compared to 1,276,869 shares at an average price of $14.30 per share during the year ended December 31, 2020.

At December 31, 2021, 742,532 shares remain available for future purchases under the current stock repurchase plan.

period through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 .

On February 22, 2021, the Company’s board of directors approved its fourth stock repurchase program for the repurchase of up to 560,000 shares of its common stock, or approximately 5% of its outstanding shares, over a one-year period through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 .

No shares remained available for repurchase under this program at December 31, 2021.

Equity Compensation Plan Information.

The equity compensation plan information presented under subparagraph (d) in Part III, Item 11 of this report is incorporated herein by reference.

Performance Graph.

The performance graph below compares the Company’s cumulative shareholder return on its common stock since December 31, 2015, to the cumulative total return of the NASDAQ Composite Index and the SNL U.S.

Bank NASDAQ Index for the period indicated.

The information presented below assumes $100 was invested on December 31, 2015, in the Company’s common stock and in each of the indices and assumes the reinvestment of all dividends.

Historical stock price performance is not necessarily indicative of future stock price performance.

Total return assumes the reinvestment of all dividends and that the value of common stock and each index was $100 on December 31, 2015.

NASDAQ Composite Index

Bank NASDAQ Index

Selected Financial Data

The following condensed consolidated statements of financial condition and operations and selected performance ratios, as of and for the five years ended December 31, 2020, have been derived from our audited consolidated financial statements.

The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8.

Financial Statement and Supplementary Data” of this report.

At December 31,

Selected Financial Condition Data:

(Dollars in thousands)

Cash and due from banks

Investments, available for sale

FHLB and FRB stock, at cost

Loans receivable, net

Total liabilities

For the Years ended December 31,

Selected Operating Data:

(Dollars in thousands, except for per share data)

Interest and dividend income

Interest expense

Net interest income before provision for loan loss

Provision for loan losses

Net interest income after provision for loan loss

Noninterest income

Noninterest expense

Income before provision for income tax

Provision for income tax

Per Share Data:

Shares outstanding at end of period

Average diluted shares outstanding

Diluted earnings per share

Book value per share

Tangible book value per share (1)

Dividends paid during period

Tangible book value per share using outstanding common shares excludes goodwill and intangible assets.

This ratio represents a non-GAAP financial measure.

See non-GAAP financial measures below.

At and for the Years Ended December 31,

(In thousands, except for per share data)

Selected Financial Ratios and Other Data:

Performance Ratios:

Return on average assets

Return on average equity

Yield on earning assets

Rate paid on average interest bearing liabilities

Interest rate spread (1)

Net interest margin (2)

Dividend payout ratio

Noninterest expense to average assets

Average interest earning assets to average interest bearing liabilities

Efficiency ratio (3)

Capital Ratios (4):

Tier 1 leverage ratio – Bank

Common equity tier 1 – Bank

Tier 1 capital ratio – Bank

Total capital ratio – Bank

Equity to total assets at end of period

Asset Quality Ratios:

Nonperforming assets to total assets (5)

Nonperforming loans to total loans (6)

Allowance for loan losses to nonperforming loans

Allowance for loan losses to total loans

Classified assets (graded substandard and doubtful)

Total accruing loans 30-89 days past due

Total loans 90 days past due and still accruing

PPP loans to total loans (7)

Loans with COVID-19 related payment modifications to total loans (7)

Number of full-service offices

Number of full-time equivalent employees

(1) Interest rate spread is calculated as the average rate earned on interest earning assets minus the average rate paid on interest bearing liabilities.

(2) Net interest margin is calculated as net interest income divided by total average earning assets.

(3) Total noninterest expense as percentage of net interest income and total noninterest income.

(4) Capital ratios are for United Business Bank only.

(5) Nonperforming assets consist of nonaccrual loans, loans 90 days past due and still accruing, and real estate owned.

(6) Nonperforming loans consist of nonaccrual loans and loans 90 days past due and still accruing.

These ratios represent a non-GAAP financial measure.

See non-GAAP financial measures below.

Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this Form 10-K contains the tangible book value per share;

allowance for loan losses as a percentage of total loans excluding PCI, acquired and PPP loans;

and loans with COVID-19 related payment modifications to total loans, all non-GAAP financial measure.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited.

Further, these non-GAAP financial measure should not be considered in isolation or as a substitute for the comparable financial measures determined in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

Tangible common shareholders’ equity is calculated by excluding intangible assets from shareholders’ equity.

For this financial measure, the Company’s intangible assets are goodwill and core deposit intangibles.

Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding at the end of the period.

The Company believes that this measure is consistent with the capital treatment by our bank regulatory agencies, which excludes intangible assets from the calculation of risk-based capital ratios and presents this measure to facilitate comparison of the quality and composition of the Company’s capital over time and in comparison to its competitors.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and compares book value per common share to tangible book value per common share (dollars in thousands, except per share data).

Years ended December 31,

Tangible Book Value

Total common shareholders’ equity

Core deposit intangibles

Tangible common shareholders’ equity

Common shares outstanding

Book value per common share (GAAP)

Tangible book value per common share (non GAAP)

Management believes that presenting allowance for loan losses as a percentage of total loans excluding PCI, acquired loans and PPP loans is useful in assessing the credit quality of the Company’s core portfolio.

The following table presents, as of the dates set forth below, the allowance for loan losses as a percentage of total loans, excluding PCI loans, acquired loans, and excluding the combination of acquired loans and PPP loans (dollars in thousands).

Years ended December 31,

Allowance for loan losses excluding acquired loans and PPP loans

Allowance for loan losses (GAAP)

Total loans (GAAP)

Exclude PCI loans

Adjusted total loans excluding PCI loans (non-GAAP)

Total loans (GAAP)

Exclude acquired loans

Adjusted total loans excluding acquired loans (non-GAAP)

Exclude PPP loans

Adjusted total loans excluding acquired loans and PPP loans (non-GAAP)

Allowance for loan losses as a percentage of total loans (GAAP)

Allowance for loan losses to total loans excluding PCI loans (non-GAAP)

Allowance for loan losses excluding acquired loans (loans not covered by the allowance) (non-GAAP)

Allowance for loan losses excluding acquired loans and PPP loans (loans not covered by the allowance) (non-GAAP)

Management also believes that presenting loans with COVID-19 related payment modifications to total loans provides investors with useful information regarding our loan portfolio as the loans with COVID-19 related payment modifications, which are not required to be classified as TDRs, may carry additional credit risk.

The following table presents, as of the dates set forth below, loans with COVID-19 related payment modifications to total loans (dollars in thousands).

Years ended December 31,

Loans with COVID-19 related payment modifications to total loans

Total loans (GAAP)

Total payment relief to borrowers related to COVID-19, beginning balance (Non-GAAP)

Total payment relief to borrowers related to COVID-19, ending balance (Non-GAAP)

Total payment modifications relief to borrowers related to COVID-19 returned to normal payments (Non-GAAP)

Total loans with COVID-19 related payment modifications (non-GAAP)

Loans with COVID-19 related payment modifications to total loans (Non-GAAP)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity