Skip to main content

BayFirst Financial Corp.

For the period ended Dec 31, 2024. Filed Mar 25, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 25, 2025

BAFN$6.00+4.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Note

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 6 –FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities Available for Sale: The fair values of investment securities available for sale are determined by matrix pricing, which is a mathematical technique used to value debt securities without relying exclusively on quoted prices for the specific investment securities, but rather by relying on the investment securities’ relationship to other benchmark quoted investment securities (Level 2). Management obtains the fair values of investment securities available for sale on a monthly basis from a third party pricing service.

Government Guaranteed Loans HFI, at Fair Value: The Company has elected to account for certain government guaranteed loans HFI at fair value. Fair value is calculated based on the present value of estimated future payments (Level 3). The valuation model uses interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future payments. Whenever available, the present value is validated against available market data.

Individually Evaluated Loans: Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Loans are considered collateral dependent when the Company has determined that foreclosure of the collateral is probable or when a borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of collateral. A collateral dependent loan’s ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan’s collateral is determined by appraisals, independent valuation, or management’s estimation of fair value which is then adjusted for the cost related to liquidation of the collateral. Collateral dependent loans are generally classified as Level 3 based on management’s judgment and estimation.

Other Real Estate Owned: Other real estate owned assets are recorded at the lower of cost or fair value upon the transfer of a loan to other real estate owned and, subsequently, continue to be measured and carried at the lower of cost or fair value. The fair value of other real estate owned is based on recent real estate appraisals which are generally updated annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales, cost, and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by either the Company or the Company's appraisal services vendor. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Management compares the best-efforts price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Repossessed Assets: Repossessed assets arerecorded at the lower of cost or fair value upon the transfer of a loan to repossessed assets. The fair value of a repossessed asset, upon initial recognition, is estimated using a market approach or based on observable market data, such as a current appraisal, recent sale price of similar assets, or assumptions specific to the individual property or equipment, such as management applied discounts used to further reduce values to a net realizable value when observable inputs become stale.

Government Guaranteed Loan Servicing Rights: The fair value of government guaranteed loan servicing rights is based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. There were no government guaranteed loan servicing rights carried at fair value at December 31, 2024 and December 31, 2023. On a quarterly basis, government guaranteed loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the cost. If the carrying amount exceeds fair value, impairment is recorded.

Assets measured at fair value on a recurring basis at December 31, 2024 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2024.

Quoted Prices inActive Marketsfor Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
Financial assets
Investment securities available for sale$—$36,291$—$36,291
Government guaranteed loans HFI, at fair value——60,83360,833

Assets measured at fair value on a recurring basis at December 31, 2023 are summarized below. There were no liabilities carried at fair value on a recurring basis at December 31, 2023.

Quoted Prices inActive Marketsfor Identical Assets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
Financial assets
Investment securities available for sale$—$39,575$—$39,575
Government guaranteed loans HFI, at fair value——91,50891,508

There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the reported periods.

Financial Instruments Recorded Using Fair Value Option

The Company elected the fair value option for certain of its government guaranteed loans HFI as the Company believed that fair value was the best indicator of the resolution of those loans at that time. Depending on market conditions and liquidity needs of the Company, management determines whether it is advantageous to hold or sell government guaranteed loans on a loan-by-loan basis. The portion of these loans guaranteed by the government are generally readily marketable in the secondary market and the portion of the loans that are not guaranteed may be sold periodically to other third party financial institutions. Interest income on these loans is recorded based on the contractual term of the loan and in accordance with the Company’s policy on other loans HFI.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The following tables provide more information about the fair value carrying amount and the unpaid principal outstanding of HFI government guaranteed loans measured at fair value at December 31, 2024 and December 31, 2023.

December 31, 2024
Total LoansNonaccrual(1)90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial$15,136$15,075$61$—$—$—$—$—$—
Commercial and industrial45,69746,981(1,284)1,4912,630(1,139)———
Total loans HFI, at fair value$60,833$62,056$(1,223)$1,491$2,630$(1,139)$—$—$—
December 31, 2023
Total LoansNonaccrual(1)90 Days or More Past Due(1)
Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)Fair Value Carrying AmountUnpaid Principal BalanceFair Value Gain (Loss)
Real estate - commercial$19,219$19,156$63$—$—$—$—$—$—
Commercial and industrial72,28968,7773,512485585(100)162182(20)
Total loans HFI, at fair value$91,508$87,933$3,575$485$585$(100)$162$182$(20)

(1) The nonaccrual and 90 days or more past due loan balances do not include the portion of government guaranteed loan balances.

The total amount of net gains and losses from changes in fair value and interest income included in earnings for the year ended December 31, 2024 and December 31, 2023 for government guaranteed loans HFI, at fair value, were as follows:

Year Ended December 31,
20242023
Interest income$9,530$5,254
Change in fair value9,84315,718
Total gain, net$19,373$20,972

Changes in fair value for government guaranteed loans HFI, at fair value, were included in Government guaranteed loans fair value gain on the Consolidated Statements of Income.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The table below presents a reconciliation of government guaranteed loans HFI, at fair value, which were valued on a recurring basis and used significant unobservable inputs (Level 3) for the year ended December 31, 2024 and December 31, 2023:

Year Ended December 31,
20242023
Balance of government guaranteed loans HFI at fair value, beginning of period$91,508$27,078
New government guaranteed originations at fair value105,754195,182
Loans sold(141,080)(139,784)
Principal payments(5,192)(6,686)
Total fair value gains during the period9,84315,718
Balance of government guaranteed loans HFI at fair value, end of period$60,833$91,508

The Company’s valuation of government guaranteed loans HFI, at fair value, was supported by an analysis prepared by an independent third party and approved by management. The approach to determine fair value involved several steps: 1) identifying each loan’s unique characteristics, including balance, payment type, term, coupon, age, and principal and interest payment; 2) projecting these loan level characteristics for the life of each loan; and 3) performing discounted cash flow modeling.

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of government guaranteed loans HFI that fall within Level 3 of the fair value hierarchy at December 31, 2024 and December 31, 2023:

Fair Value · ValuationTechnique · Unobservable Inputs · Range (Weighted Average)
Government guaranteed loans HFI, at fair value$60,833DiscountedDiscount rate6.07%-9.57% (8.69%)
cash flowConditional prepayment rate0.00%-18.13% (11.61%)
Government guaranteed loans HFI, at fair value$91,508DiscountedDiscount rate7.36%-10.86% (8.74%)
cash flowConditional prepayment rate10.38%-15.69% (13.91%)

The significant unobservable inputs impacting the fair value measurement of government guaranteed loans HFI, at fair value, include discount rates and conditional prepayment rates. Increases in discount rates or prepayment rates would result in a lower fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they generally move in opposite directions. The discount rates and conditional prepayment rates were weighted by the relative principal balance outstanding of these loans.

Assets measured at fair value on a nonrecurring basis (Level 3) at December 31, 2024 are summarized below:

Fair ValueValuation Technique(s)SignificantUnobservableInput(s)Discount % Amount
Individually evaluated loans$2,709Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%
Other real estate owned$132Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%
Repossessed assets$36Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Assets measured at fair value on a nonrecurring basis (Level 3) at December 31, 2023 are summarized below:

Fair ValueValuation Technique(s)SignificantUnobservableInput(s)Discount % Amount
Individually evaluated loans$135Discounted appraisals, estimated net realizable value of collateralCollateral discounts10%

Fair Value of Financial Instruments

The carrying values and estimated fair values of financial instruments not carried at fair value, at December 31, 2024 and December 31, 2023 are as follows:

December 31, 2024 · December 31, 2023
LevelCarrying ValueFair ValueCarrying ValueFair Value
Assets:
Cash and cash equivalents1$77,788$77,788$58,385$58,385
Time deposits in banks22,2702,2124,6464,561
Investment securities held to maturity22,4882,3462,4842,263
Nonmarketable equity securities, at cost24,5264,5264,7704,770
Loans HFI, at amortized cost3990,214986,406810,721786,350
Accrued interest receivable29,1559,1557,1307,130
Government guaranteed loan servicing rights316,53419,47314,95916,318
Liabilities:
Noninterest-bearing deposit accounts2$101,743$101,743$93,708$93,708
Interest-bearing transaction accounts2256,793256,793259,422259,422
Savings and money market deposit accounts2474,425474,425373,000373,000
Time deposits2310,268307,925259,008255,372
FHLB borrowings2——10,00010,000
Subordinated debentures25,9565,5115,9495,215
Notes payable21,9341,9192,3892,369
Accrued interest payable21,0361,036882882

NOTE 7 –GOVERNMENT GUARANTEED LOAN SERVICING ACTIVITIES

At December 31, 2024 and December 31, 2023, the principal balance of government guaranteed loans, excluding PPP loans, retained by the Company was $425,963 and $395,877, respectively, of which $148,543 and $181,459 represented the guaranteed portion of the loans. Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balances of government guaranteed loans serviced for others requiring recognition of a servicing asset were $1,056,665 and $855,756 at December 31, 2024 and December 31, 2023, respectively.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Activity for government guaranteed loan servicing rights for the year ended December 31, 2024 and December 31, 2023 follows:

Year Ended
December 31, 2024December 31, 2023
Beginning of period$14,959$10,906
Additions7,8338,560
Amortization(6,258)(4,507)
End of period$16,534$14,959

The fair value of government guaranteed loan servicing rights was $19,473 and $16,318 at December 31, 2024 and December 31, 2023, respectively. Fair value was determined using a weighted average discount rate of 14.63% and a weighted average prepayment speed of 11.97% at December 31, 2024. Fair value was determined using a weighted average discount rate of 14.50% and a weighted average prepayment speed of 11.42% at December 31, 2023. The government guaranteed loan servicing rights are amortized over the life of a loan on a loan-by-loan basis.

The following table presents the components of net gain on sale of government guaranteed loans for the year ended December 31, 2024 and December 31, 2023:

Year Ended
December 31, 2024December 31, 2023
Gain on sale of guaranteed portion of government guaranteed loans$20,419$16,852
Loss on sale of unguaranteed portion of government guaranteed loans—(759)
Costs recognized on sale of government guaranteed loans—(100)
Fair value of loan servicing rights created7,8338,560
Gain on sale of government guaranteed loans, net$28,252$24,553

NOTE 8 -PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2024 and December 31, 2023 were as follows:

December 31, 2024December 31, 2023
Land and improvements$5,530$6,491
Building and improvements25,13022,557
Leasehold improvements3,1763,127
Furniture, fixtures, and equipment7,9877,205
Fixed assets in process376,882
Total premises and equipment41,86046,262
Accumulated depreciation and amortization(8,611)(7,388)
Net premises and equipment (1)$33,249$38,874

(1)There wereno premises and equipment assets classified as assets from discontinued operations as of December 31, 2024 or December 31, 2023.

Depreciation and amortization expense was$2,464 and $2,245 for the year ended December 31, 2024 and December 31, 2023, respectively.

In December 2024, the Company sold 2 Bank owned branch buildings with a book value of$4,851, for a gain on sale of $11,649. These branch buildings were subsequently leased back to the Company and are reflected in Note 9 - Leases.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 9 –LEASES

On December 23, 2024, the Bank agreed to a sale-leaseback transaction with Mountainseed Real Estate Services, LLC (the “Buyer”), pursuant to which the Bank sold to the Buyertwo properties owned and operated as branch locations (the “Properties”) for an aggregate purchase price of$15,000, including customary closing adjustments. On December 31, 2024, the Bank also entered into triple net lease agreements (the “Lease Agreements”) with the Buyer under which the Bank leases each of the Properties, and pursuant to which the Bank is responsible for the insurance, real estate taxes, and maintenance and repairs for each of the properties. Each of the Lease Agreements became effective upon the closing and have an initial term of 15 years. The Bank’s obligations under the Lease Agreements are guaranteed by BayFirst Financial Corp.

As the rate implicit in the leases generally is not readily determinable for our operating leases, the discount rates used to determine the present value of our lease liability are based on our incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

For theyear ended December 31, 2024 and December 31, 2023, the components of total lease cost and supplemental information related to operating leases were as follows:

Year EndedDecember 31,
20242023
Operating lease cost$948$1,202
Short-term lease cost118(88)
Total lease cost, net (1)$1,066$1,114

(1)Includes lease costs reported as discontinued operations of $131 and $136 for the year ended December 31, 2024 and December 31, 2023, respectively.

Year EndedDecember 31,
20242023
Gain on sale-leaseback transaction, net$11,649$—
Cash flows related to operating lease liabilities8131,149
Right-of-use assets obtained in exchange for new operating lease liabilities14,276—

At December 31, 2024, the weighted average discount rate of operating leases was 6.84% and the weighted average remaining life of operating leases was 13.17 years.

The future minimum lease payments for operating leases, subsequent to December 31, 2024, as recorded on the balance sheet, are summarized as follows:

2025$2,032
20262,119
20271,751
20281,313
20291,339
Thereafter14,961
Total undiscounted lease payments$23,515
Less: imputed interest(9,005)
Net lease liabilities$14,510

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 10 -DEPOSITS

The amount of each of the following categories of deposits at December 31, 2024 and December 31, 2023 was as follows:

December 31, 2024December 31, 2023
Noninterest-bearing deposit accounts$101,743$93,708
Interest-bearing transaction accounts256,793259,422
Money market accounts455,519355,946
Savings accounts18,90617,054
Subtotal832,961726,130
Total time deposits310,268259,008
Total deposits$1,143,229$985,138

The aggregate amount of time deposits in denominations of $250 or more at December 31, 2024 and December 31, 2023 was approximately $204,425 and $107,969, respectively. At December 31, 2024 the scheduled maturities of total time deposits were as follows:

Year
2025$279,253
202627,675
20271,128
2028507
20291,705
Thereafter—
Total$310,268

NOTE 11 –OTHER BORROWINGS

At December 31, 2024, the Company hadno borrowings from the FHLB or FRB. There were $10,000 of borrowings at 5.57% from the FHLB andno borrowings from the FRB at December 31, 2023.

The Bank is a member of the FHLB of Atlanta, which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB short-term borrowings bear interest at variable rates set by the FHLB. Any advances that the Bank were to obtain would be secured by a blanket lien on $350,255 of real estate-related loans as of December 31, 2024. Based on this collateral and the Bank's holdings of FHLB stock, the Bank was eligible to borrow up to $184,717 from the FHLB at December 31, 2024.

In addition, the Bank has a secured line of credit with the Federal Reserve Bank of Atlanta which was secured by $69,833 of commercial loans as of December 31, 2024. FRB short-term borrowings bear interest at variable rates based on the FOMC's target range for the federal funds rate. Based on this collateral, the Bank was eligible to borrow up to $49,527 from the FRB at December 31, 2024.

The Company has $6,000 of Subordinated Debentures (the “Debentures”) that mature June 30, 2031 and are redeemable after 5 years which is June 30, 2026. The Debentures carry interest at a fixed rate of 4.50% per annum for the initial 5 years of term and carry interest at a floating rate for the final 5 years of term after June 30, 2026. Under the debt agreements, the floating rates are based on a SOFR benchmark plus 3.78% per annum. The balance of Subordinated Debentures outstanding at the Company, net of offering costs, amounted to $5,956 and $5,949 at December 31, 2024 and December 31, 2023, respectively.

The Company has a term note with quarterly principal and interest payments with interest at Prime (7.50% at December 31, 2024). The note matures on March 10, 2029 and the balance of the note was $1,934 and $2,389 at December 31, 2024 and December 31, 2023, respectively. The note is secured by 100% of the stock of the Bank and requires the Company to comply with certain loan covenants during the term of the note. As of December 31, 2024, the Company was in compliance with all financial debt covenants.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 12 –STOCK-BASED COMPENSATION

The Equity Plan governs the Company’s restricted stock grants and stock options. Total compensation cost charged against income related to the Equity Plan was $479 and $651 for the year ended December 31, 2024 and December 31, 2023, respectively.

Restricted Stock

The Company awarded shares of restricted common stock to certain employees and directors for which compensation expense is recognized ratably over the vesting period of the awards based on the fair value of the stock at issue date.

A summary of changes in the Company’s nonvested restricted shares for the year ended December 31, 2024 and December 31, 2023 follows:

SharesWeighted-AverageGrant-DateFair Value, per share
Nonvested at January 1, 202452,195$18.75
Granted30,65011.70
Vested(34,235)(18.36)
Forfeited(1,125)(16.05)
Nonvested at December 31, 202447,485$14.54
SharesWeighted-AverageGrant-DateFair Value, per share
Nonvested at January 1, 202322,000$21.52
Granted46,17518.30
Vested(13,935)(20.01)
Forfeited(2,045)(19.41)
Nonvested at December 31, 202352,195$18.75

At December 31, 2024, there was $384 of total unrecognized compensation cost related to nonvested restricted shares granted under the Equity Plan that is expected to be recognized over a weighted average period of 1.1 years. The total fair value of shares vested during the year ended December 31, 2024 and December 31, 2023 was $440 and $252, respectively.

Stock Options

The Equity Plan permits the grant of stock options to the Company’s employees and directors for up to 15% of the total number of shares of Company common stock issued and outstanding, up to 1,500,000 shares. Option awards are

granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The market price of the Company’s common stock is the closing sales price of the Common Stock on Nasdaq on the date of the grant. Those option awards generally have a vesting period of 5 years for employees and 3 years for directors and have 10-year contractual terms.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatility is based on an average of historical volatility of peer financial institutions. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

A summary of the activity in the Equity Plan for the year ended December 31, 2024 and December 31, 2023 follows:

SharesWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm (in years)AggregateIntrinsicValue
Outstanding at January 1, 2024367,033$15.68
Forfeited(2,970)(15.52)
Outstanding at December 31, 2024364,063$15.684.65$—
Vested and exercisable at December 31, 2024349,385$15.714.61$—
SharesWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm (in years)AggregateIntrinsicValue
Outstanding at January 1, 2023405,688$15.67
Exercised(30,375)(15.71)
Forfeited(8,280)(15.46)
Outstanding at December 31, 2023367,033$15.685.67$—
Vested and exercisable at December 31, 2023322,902$15.795.53$—

There wereno options granted during the year ended December 31, 2024 or December 31, 2023. Total unrecognized compensation cost related to nonvested stock options granted under the Equity Plan was $21 at December 31, 2024. This cost is expected to be recognized over a weighted average period of 0.4 years.

NOTE 13 –OTHER BENEFIT PLANS

The Company has established a stock dividend reinvestment and stock purchase plan. Under the DRIP, eligible shareholders can voluntarily purchase stock with their dividend or can make additional stock purchases. For the year ended December 31, 2024, there wereno shares issued. For the year ended December 31, 2023,10,589 shares were issued at an average of $14.98 per share.

All employees and Directors are eligible to participate in the NSPP. Expense recognized in relation to the NSPP for the year ended December 31, 2024 and December 31, 2023 was $23 and $27, respectively.

The Company has a Salary Continuation Agreement (the “Agreement”) with the Company’s retired CEO. In accordance with the Agreement, the executive will receive an annual benefit of $25 fortwenty years following separation of service. The liability recorded for the Agreement was $327 and $351 at December 31, 2024 and December 31, 2023, respectively, and the related expense for the year ended December 31, 2024 was $1 and the related expense for the year ended December 31, 2023 was $15. Payments began in July 2024 as a result of the retirement of the CEO on December 31, 2023.

The Company has a 401(k) plan that covers all employees subject to certain age and service requirements. The Company contributes 3% of each employee’s salary each pay period as a safe harbor contribution. The Company may also match employee contributions each year at the discretion of the Board of Directors. There was no match of contributions in 2024. Expense recognized in relation to the 401(k) plan was $961 and $906 for the year ended December 31, 2024 and December 31, 2023, respectively.

The Company has an ESOP for eligible employees. Each year, the Company’s Board of Directors may approve a discretionary percentage of employees’ salaries to be contributed to the ESOP for eligible employees. In 2021, the ESOP trust acquired 14,154 shares of the Company’s stock. As this is a leveraged plan, unallocated shares are distributed to employees annually. There were 5,662 unallocated shares with a fair value of $76 and 8,493 unallocated shares with a fair value of $111 remaining as of December 31, 2024 and December 31, 2023, respectively. The ESOP trust’s outstanding loan, which is secured by the unallocated shares, bears a fixed interest rate equal to the Prime Rate as of the note date, which was 3.25%. The note requires an annual payment of principal and interest through December 2026. The Company’s ESOP, which is internally leveraged, does not report the loan receivable extended to the ESOP as an asset and does not report the ESOP debt due to the Company.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The discontinuation of the nationwide residential lending division during 2022 triggered a partial plan termination and all affected employees were 100% vested in the Company’s contributions into the ESOP. As a result of the exit of affected participants from the plan, the plan acquired 23,383 shares of the Company’s stock. As this is a leveraged plan, unallocated shares are distributed to employees annually. There were 14,030 unallocated shares with a fair value of $189 and 18,706 unallocated shares with a fair value of $244 remaining as of December 31, 2024 and December 31, 2023, respectively. The ESOP trust was issued afive year loan bearing an interest rate equal to the Prime Rate as of the note date, which was 8.25% and adjusts annually as of the first day of each succeeding calendar year to reflect the Prime Rate as of the first business day of the calendar year. The note requires an annual payment of principal and interest through December 2027. The Company’s ESOP, which is internally leveraged, does not report the loan receivable extended to the ESOP as an asset and does not report the ESOP debt due to the Company.

The Board did not approve any contributions in 2024. There was $43 of expense related to the ESOP for the year ended December 31, 2024 and $133 expense for the year ended December 31, 2023.

NOTE 14 –INCOME TAXES

Income tax expense (benefit) for the year ended December 31, 2024 and December 31, 2023 was as follows:

20242023
Current tax provision from continuing operations:
Federal$3,554$—
State950—
Total current tax provision from continuing operations4,504—
Deferred expense (benefit) from continuing operations:
Federal(171)1,758
State(18)361
Total deferred expense from continuing operations(189)2,119
Income tax expense from continuing operations4,3152,119
Income tax benefit from discontinued operations(23)$(70)
Total$4,292$2,049

The effective tax rate differed from the federal statutory rate of 21% in 2024 and 2023. The summary of the differences are as follows:

20242023
Federal tax based on federal corporate statutory rate$3,571$1,698
State tax, net of federal effect732361
Changes resulting from:
BOLI income(150)(134)
Nondeductible Expenses93141
Other, net6953
Income tax expense from continuing operations4,3152,119
Income tax expense (benefit) from discontinued operations(23)(70)
Total income tax expense$4,292$2,049

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

Deferred tax assets and liabilities at December 31, 2024 and December 31, 2023 were due to the following:

20242023
Deferred tax assets:
Allowance for credit losses$4,106$3,636
Net operating loss carryforward162,161
Deferred loan fees288226
Discount on loans sold1,159643
Unrealized loss on available for sale securities1,0321,041
Operating lease liabilities3,684821
Accrued bonuses288393
Fair value adjustments on HFI government guaranteed loans and HFS loans311—
Other1,0501,202
Total gross deferred tax assets11,93410,123
Deferred tax liabilities:
Fair value adjustments on HFI government guaranteed loans and HFS loans—(906)
Government guaranteed loan servicing rights(4,197)(3,794)
Deferred loan costs(2,955)(3,956)
Right-of-use operating lease assets(4,015)(701)
Depreciation(1,068)(1,248)
Total gross deferred tax liabilities(12,235)(10,605)
Net deferred tax asset (liabilities)$(301)$(482)

At December 31, 2024, the Company hadno federal net operating loss carryforward and $16 of state net operating loss carryforward. At December 31, 2023, the Company had $1,787 of federal net operating loss carryforward and $374 of state net operating loss carryforward. The net operating loss carryforwards do not expire.

The Company and its subsidiary file a consolidated U.S. Corporation federal income tax return which is subject to examination by taxing authorities for the years 2021 and later. There wereno unrecognized tax benefits at December 31, 2024, and the Company does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense when applicable. The Company did not record any interest and penalties for 2024 and 2023.

NOTE 15 –REGULATORY MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes that the Bank met all capital adequacy requirements to which it was subject at December 31, 2024 and December 31, 2023.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2024 and December 31, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s classification.

In February 2019, the federal bank regulatory agencies issued a final rule that revised certain capital regulations under ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and included a transition option that allows banking organizations to phase in, over a three year period, the day one adverse effects of adoption on their regulatory capital ratios (three year transition option). In connection with the adoption of ASC

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

326 on January 1, 2023, the Company recognized an after-tax cumulative effect reduction to retained earnings. The Company elected to adopt the three year transition option and the deferral has been applied in capital ratios presented below. Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2024:

ActualRequired for CapitalAdequacy PurposesTo be WellCapitalized UnderPrompt CorrectiveAction Regulations
AmountRatioAmountRatioAmountRatio
Total Capital
(to Risk Weighted Assets)$124,42012.14%$81,9858.00%$102,48210.00%
Tier 1 Capital
(to Risk Weighted Assets)$111,58610.89%$61,4896.00%$81,9858.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)$111,58610.89%$46,1174.50%$66,6136.50%
Tier 1 Capital
(to Average Assets)$111,5868.82%$50,5794.00%$63,2245.00%

Actual and required capital amounts and ratios for the Bank are presented below at December 31, 2023:

ActualRequired for CapitalAdequacy PurposesTo be WellCapitalized UnderPrompt CorrectiveAction Regulations
AmountRatioAmountRatioAmountRatio
Total Capital
(to Risk Weighted Assets)$114,25613.03%$70,1698.00%$87,71110.00%
Tier 1 Capital
(to Risk Weighted Assets)$103,27411.77%$52,6276.00%$70,1698.00%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)$103,27411.77%$39,4704.50%$57,0126.50%
Tier 1 Capital
(to Average Assets)$103,2749.38%$44,0244.00%$55,0305.00%

Dividend Restrictions

Banking regulations limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits of the Bank for that year combined with the retained net profits for the preceding two years.

NOTE 16 –RELATED PARTY TRANSACTIONS

Loans to principal officers, directors, and their affiliates during 2024 and 2023 were as follows:

20242023
Balance at January 1$5,042$5,649
New loans4,56638
Repayments(348)(645)
Balance at December 31$9,260$5,042

Deposits from principal officers, directors, and their affiliates at December 31, 2024 and December 31, 2023 were $5,015 and $8,337, respectively.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

The Company leases a portion of an office building from a related party of a Company Director. Rent payments related to these leases amounted to $692 and $709 for the year ended December 31, 2024 and December 31, 2023, respectively.

The Company entered into transactions during the normal course of business with an insurance agency that is a related party of two Company Directors. Payments to the insurance agency amounted to $374 and $405 for the year ended December 31, 2024 and December 31, 2023, respectively.

NOTE 17 –LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES

Some financial instruments, such as loan commitments, credit lines, and letters of credit, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies that are used for loans are used to make such commitments, including obtaining collateral at exercise of the commitment.

The contractual amounts of financial instruments with off-balance sheet risk at December 31, 2024 and December 31, 2023 were as follows:

December 31, 2024December 31, 2023
Unfunded loan commitments$21,174$7,392
Unused lines of credit199,411178,440
Standby letters of credit276186

All unused lines of credit at December 31, 2024 and December 31, 2023 were variable rate lines of credit and the majority of unfunded loan commitments at December 31, 2024 and December 31, 2023 were commitments to fund variable rate loans. Unfunded loan commitments are generally entered into for periods of 90 days or less.

The Company maintains an ACL for its off-balance sheet loan commitments which is calculated by loan type using estimated line utilization rates based on peer historical usage. Loss rates for outstanding loans is applied to the estimated utilization rates to calculate the ACL for off-balance sheet loan commitments. At December 31, 2024 and December 31, 2023, ACL for off-balance sheet loan commitments totaled $516 and $839, respectively.

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 18 –EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the year ended December 31, 2024 and December 31, 2023:

Year EndedDecember 31,
20242023
Basic:
Income from continuing operations$12,672$5,915
Loss from discontinued operations(69)(213)
Net income12,6035,702
Less: Preferred stock dividends1,541965
Net income available to common shareholders$11,062$4,737
Weighted average common shares outstanding4,133,0824,100,114
Basic earnings (loss) per common share:
Continuing operations$2.69$1.21
Discontinued operations(0.01)(0.05)
Total$2.68$1.16
Diluted:
Income from continuing operations$12,672$5,915
Loss from discontinued operations(69)(213)
Net income12,6035,702
Less: Preferred stock dividends1,541965
Add: Series B preferred stock and preferred C stock dividends966389
Net income available to common shareholders$12,028$5,126
Weighted average common shares outstanding for basic earnings per common share4,133,0824,100,114
Add: Dilutive effects of conversion of Series B preferred stock and Preferred C to common stock455,426481,099
Add: Dilutive effects of assumed exercises of stock options and warrants—604
Average shares and dilutive potential common shares4,588,5094,581,817
Diluted earnings (loss) per common share:
Continuing operations$2.64$1.17
Discontinued operations(0.02)(0.05)
Total$2.62$1.12

The following securities outstanding at December 31, 2024 and December 31, 2023 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of earnings (loss) per share are antidilutive:

Year EndedDecember 31,
20242023
Common stock options365,680372,892

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

NOTE 19 –PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of BayFirst Financial Corp. follows:

BALANCE SHEETS - PARENT COMPANY
December 31,
20242023
Assets:
Cash on deposit with subsidiary$479$954
Loans to bank subsidiary—17
Investment in subsidiary117,669107,737
Other assets1,044911
Total Assets$119,192$109,619
Liabilities:
Subordinated debentures$5,956$5,949
Notes payable1,9342,389
Accrued interest payable1013
Accrued expenses and other liabilities372561
Total liabilities8,2728,912
Stockholders' equity:
Preferred stock, Series A; no par value, 10,000 shares authorized, 6,395 shares issued and outstanding; aggregate liquidation preference of $6,3956,1616,161
Preferred stock, Series B; no par value, 20,000 shares authorized, 3,210 shares issued and outstanding; aggregate liquidation preference of $3,2103,1233,123
Preferred stock, Series C; no par value, 10,000 shares authorized, 6,446 shares issued and outstanding; aggregate liquidation preference of $6,4466,4466,446
Common stock and additional paid-in capital; no par value, 15,000,000 shares authorized, 4,132,986 and 4,110,470 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively54,76454,521
Accumulated other comprehensive loss, net(2,956)(2,981)
Unearned compensation(752)(958)
Retained earnings44,13434,395
Total stockholders' equity110,920100,707
Total liabilities and stockholders' equity$119,192$109,619
STATEMENTS OF INCOME - PARENT COMPANY
For the Year Ended December 31,
20242023
Income:
Dividend and interest income from bank subsidiary$3,775$2,525
Expense:
Interest expense459496
Other expenses362993
Total expense8211,489
Income before taxes and equity in earnings of subsidiary2,9541,036
Income tax benefits(220)(376)
Income before equity in earnings of subsidiary3,1741,412
Equity in undistributed earnings of subsidiary9,4294,290
Net income$12,603$5,702

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

STATEMENTS OF CASH FLOWS - PARENT COMPANY
For the Year Ended December 31,
20242023
Cash flows from operating activities:
Net income$12,603$5,702
Adjustments to reconcile net income to net cash from operating activities:
Equity in earnings from subsidiary(9,429)(4,290)
Amortization of debt issuance costs77
Change in other assets(133)(765)
Change in other liabilities and accrued interest payable(251)255
Net cash provided by operating activities2,797909
Cash flows from investing activities:
Loan origination and payments, net—36
Capital infusion to subsidiaries—(4,335)
Net cash used in investing activities—(4,299)
Cash flows from financing activities:
Net increase of loans to bank subsidiary1735
Payments on notes payable(455)(455)
Repayment of subordinated debt—(50)
Proceeds from issuance of preferred stock, net—6,446
Proceeds from sale of common stock, net(23)289
Share buyback - redeemed stock—(13)
Unearned ESOP shares allocation53(189)
Dividends paid on common stock(1,323)(1,313)
Dividends paid on preferred stock(1,541)(965)
Net cash provided by (used in) financing activities(3,272)3,785
Net change in cash(475)395
Cash at beginning of year954559
Cash at end of year$479$954

NOTE 20 -SEGMENT INFORMATION

The Company’s revenue is primarily derived from the business of banking. The Company’s financial performance is monitored on a consolidated basis by senior management, who are considered to be the Bank’s Chief Operating Decision Maker (“CODM”). Senior management includes the following officers of the Company: Chief Executive Officer; President, Chief Operating Officer; and Executive Vice President, Chief Financial Officer.

All of the Company’s financial results are similar and considered by management to be aggregated intoone reportable operating segment. While the Company has assigned certain management responsibilities by branch location or department, the Company’s CODM evaluates financial performance on a Company-wide basis. The majority of the Company’s revenue is from the business of banking, and the Company’s branch locations have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by the CODM to be aggregated inone reportable operating segment.

Financial performance is measured monthly and the primary measures of performance are net income, net interest income, noninterest income, and significant operating expenses detailed below. The Company evaluates budget to actual results in assessing the Company’s segment. The allocation of resources throughout the Company is based on consolidated profitability. The presentation of financial performance is consistent with amounts and financial statement line items shown in the Company’s consolidated balance sheets and consolidated statements of income. Additionally, the Company’s

BAYFIRST FINANCIAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share data)

significant expenses are adequately segmented by category and amount in the consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include compensation, occupancy and equipment, data processing, professional services, and loan origination and collection expenses.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.