10/31/2025

speaker
Operator
Conference Call Operator

Thank you, Joanna. Good morning and thank you for joining our call today.

speaker
Tom
Chief Executive Officer

Once again, with me is Robin Oliver, our president and chief operating officer, and Scott McKim, our chief financial officer. Today's call will include forward-looking statements and non-GAAP financial measures. Please refer to our cautionary clause on forward-looking statements contained on page two of the investor presentation. At the start of the year, management and the board initiated a comprehensive strategic review of the bank's business model to chart a new path forward that holds true to our mission as a community bank. Today, we are reporting on the culmination of our work to de-risk the balance sheet and position our community bank for long-term sustainable growth and enhanced shareholder value. For over a decade, the bank's SBA 7A business has provided revenue to help build our 12-branch network which drives tremendous franchise value. At the same time, this line of business outgrew our community bank model, and as reflected in this year's results, brought material risk that led to operating losses. In September, we reported Bay First would exit SBA 7A lending and that we had signed a definitive agreement to sell a large portion of our SBA 7A portfolio to Benesco USA. Furthermore, the majority of our SBA 7A staff would be offered positions with Vanesco USA's SBA lending team. I should note that we expect to close this transaction later in the quarter. However, the current federal government shutdown has generated some delays. While managing this transition, the Bay First team continues to prioritize our community banking mission by delivering excellent service to our customers across the Tampa Bay and Sarasota markets. Our focus remains firmly on what matters most, being the premier community bank in Tampa Bay. That means building real relationships with local individuals, families, and small businesses through reliable checking and savings accounts. These connections give us a solid, stable funding foundation while strengthening our footprint throughout Tampa Bay's dynamic market. And today more than 84% of our deposits are insured. This relationship driven strategy helps us to deliver sustainable growth while maintaining the disciplined risk management and operational efficiency central to our long term value creation. Scott will elaborate on the restructuring charge and the accounting impacts related to the portfolio sale to Benesco USA And Robin will discuss changes to our senior leadership, which align with the focus I have previously shared. But first, I want to emphasize that though profitability has not met expectations, we are building a stronger, more resilient organization. Once restructuring is complete, we expect to return to profitability with a goal of positive return on assets of 40 to 70 basis points in 2026, continued improvement in later years. Additionally, we will continue resolving nonperforming loans and improving credit quality. With strong market opportunities and operational capabilities, we remain focused on executing our strategy and delivering long-term shareholder value. To that end, we have made some important but difficult decisions regarding staff levels, span of control, and legacy costs related to our SBA 7A lending business and technology platform. I am confident our actions will allow us to create a stronger, more stable Bay First. I also want to share some encouraging metrics, all of which will be sustainable as we move away from relying on gain on sale revenue, which has historically contributed to most of our earnings. we expect lower net charge-offs following the reduction of unguaranteed SBA 7A loans on the balance sheet. While our net interest margin dipped this quarter, the decrease was related to one-time items. We will be closer to the 4% target, which we mentioned previously, which is achieved through lower deposit costs and appropriately priced consumer and commercial loans originated across the Tampa Bay market. Now I will pass the microphone to Scott McKim, our CFO, to provide an overview of our financial performance.

speaker
Scott McKim
Chief Financial Officer

Thank you, Tom. Good morning, everyone. We are reporting a net loss of $18.9 million in the third quarter. This compares to the net loss of $1.2 million reported in the second quarter. During the third quarter, we recorded a restructuring charge of $7.3 million plus the lower of cost or market adjustment on the loan portfolio being sold to Benesco USA, an increase to our allowance for credit losses, and a handful of other extraordinary items. The restructuring charge includes $2.9 million to write off assets and prepaid expenses related to the SBA 7a lending business. Also, $3.9 million in personnel-specific costs, including the termination of the company's ESOP plan, and about a half a million dollars of conversion in deal costs. We previously reported that the portfolio sale was priced at 97%. The discount on the final portfolio is $5.1 million, including fair value adjustments, recognition of deferred costs and premium discounts, and of course, the 3% stated discount. This impact is seen in non-interest income for this quarter. I will also note that our allowance for credit losses was reduced by $800,000 in recognizing that these loans are being moved to help for sale. While it is not part of the restructuring charge, we also recorded and accrued $1.9 million of disallowed interest overpayments from the SBA during the quarter. Loans held for investment, therefore, did decrease by $127.1 million or 11.3% during the third quarter of 2025 to end at $998.7 million and decreased $43.8 million or 4.2% over the past year. During the quarter, $97 million of loans were transferred to held for sale and subsequently marked the lower cost or market as I noted a moment ago. Total deposit balances increased $7.7 million or 0.7% during the third quarter of 2025 and increased by $59.3 million or 5.3% over the past year to $1.17 billion. increase in deposits during the quarter was primarily due to an increase in time deposits of $53 million and is partially offset by decreases in non-interest-bearing accounts of $3.8 million, interest-bearing transaction account balances of $27.9 million, and savings and money market account balances of $13.7 million. Furthermore, as Tom mentioned, more than 84% of the bank's deposits were insured by FDIC on September 30, 2025. Shareholders' equity at quarter end was $89.7 million and is $12.6 million lower than the end of the third quarter of 2024. Net accumulated other comprehensive loss decreased by $300,000 during the quarter, ending at $2.1 million. Tangible book value decreased this quarter to $17.90 per share from $22.30 per share at the end of the second quarter. As Tom mentioned, our net interest margin was down 45 basis points to 3.61% in the third quarter. Net interest income was $11.3 million in the third quarter, down $1 million compared to the second quarter, and up $9.4 million from the year-ago quarter. During this quarter, the bank wrote off $400,000 of unamortized premiums related to one USDA guaranteed loan which was liquidated during the quarter. Furthermore, $600,000 of interest was reversed for loans moved to non-accrual status during the quarter. Outside of these one-time adjustments, net interest income would have been flat to the second quarter number. Non-interest income was a negative $1 million for the third quarter of 2025, which is a decrease from $10.8 million in the second quarter and a decrease from $11.7 million in the third quarter of 2024. The third quarter decrease is primarily from the decrease of gains on the sale of SBA 7A government guaranteed loans. Notably, with the exit of the SBA 7A lending business, revenue from the gains on sale of government guaranteed loans will no longer impact non-interest income as it has in prior periods. Tom alluded to this earlier. Non-interest expense was $25.2 million, an increase of $7.7 million compared to the second quarter. Nearly all of this increase is related to the $7.3 million, which is the restructuring charge that I spoke about a moment ago. Loan origination and collection expense was also $700,000 higher in the third quarter, and that was offset by lower salaries and benefits, including commissions and incentives. Provision for credit losses with $10.9 million in the third quarter compared to 7.3 million in the second quarter and $3.1 million in the year ago quarter. Net charge offs primarily from unguaranteed SBA 7A balances were $3.3 million, which was down 3.3 and a half million dollars compared to the second quarter. Excluding the $800,000 reduction in the ACL for the loans that was transferred to help for sale, The remaining increase in provision is primarily for retained, unguaranteed SBA 7 balances. Annualized net charge-offs as a percentage of average loans held for investment at amortized costs were 1.24% in the third quarter. That was down from 2.6% in the second quarter and up just slightly from 1.16% in the third quarter of 2024. Non-performing assets were 1.97% of total assets on September 30th, compared to 1.79% at June 30th, 2025 and 1.38% at September 30th last year. Non-performing assets excluding government guaranteed loan balances were 1.21% of total assets as of September 30th, 2025 compared to 1.12% as of June 30th, 2025 and 0.88% on September 30th of 2024. The ratio of allowance to credit losses to total loans held for investment at amortized cost was 2.61% at September 30th, 2025. That compares to 1.65% as of June 30th, 2025 and 1.7% on September 30th of last year. The ratio of ACL to total loans held for investment at amortized costs excluding government guaranteed loan balances was 2.78% 1.85% in June of this year and 1.70% in September 30th of last year. At this time, I'll turn the call over to Robin to make some additional comments about staffing changes.

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