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BUSINESS COMBINATIONS (Tables)

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Consideration

The following table represents the allocation of the purchase consideration to the preliminary fair value of assets acquired and liabilities assumed of CALB, subject to finalization, as of July 31, 2024, as adjusted:

(dollars in thousands)									Fair Value
Assets acquired:
Cash and cash equivalents									$	336,298
Debt securities, available-for-sale									42,560
Loans held for investment									1,359,040
Allowance for credit losses - PCD loans									(11,216)
Restricted stock									6,328
Other equity securities									6,278
Premises and equipment									1,670
Operating lease right-of-use asset									7,743
Prepaid expenses									876
Deferred taxes, net									30,656
Bank owned life insurance									26,338
Trade name									300
Core deposit intangible									22,653
Other assets									35,199
Total assets acquired									1,864,723
Liabilities assumed:
Deposits									1,642,938
Borrowings									50,832
Operating lease liabilities									9,033
Other liabilities									19,259
Total liabilities assumed									1,722,062
Net assets acquired									$	142,661
Purchase consideration:
Outstanding shares of CALB, July 31, 2024			8,488,829
Restricted stock units vested fully at merger closing(1)			77,436
Shares of CALB common stock exchanged			8,566,265
Exchange ratio			1.590
Shares of BCAL common stock issued to CALB shareholders at closing, before fractional shares			13,620,361
Less: fractional shares			(147)
Shares of BCAL common stock issued to CBC shareholders at closing			13,620,214
BCAL closing price per share, July 31, 2024			$	15.79
Fair value of common shares issued and exchanged									$	215,063
Less: fair value of accelerated restricted stock units attributable to post-combination vesting(2)(3)									(1,119)
Fair value of common shares issued and exchanged attributable to purchase consideration									213,944
Cash paid for outstanding stock options(4)									1,431
Cash paid for fractional shares									2
Restricted stock consideration(5)									1,261
Total purchase consideration									216,638
Goodwill recognized									$	73,977

(1)Represents 5,596 unvested restricted stock units of non-continuing CALB directors that were automatically fully vested and converted under the merger agreement and 71,840 of unvested restricted shares (replacement awards) for non-continuing executives and employees that were accelerated and fully vested. The portion of the fair value of these awards attributable to pre-combination vesting is included as a component of purchase consideration. The portion of the fair value of these awards attributable to post-combination vesting (See #2 below) was reflected in expense of the combined company upon merger closing.

(2)Represents the fair value of the 77,436 CALB restricted stock units (replacement awards) that were accelerated for non-continuing directors, executives and employees that was attributable to post-combination vesting. Upon acceleration, 51,801 net CALB shares were then converted into the right to receive the Company’s common stock after 25,635 of CALB shares were surrendered by certain executives and employees to pay for taxes. The portion of the fair value of these awards attributable to post-combination vesting was recognized as an expense of the combined company upon merger closing.

(3)Included in this amount is $472 thousand related to 31,355 restricted stock units that fully vested due to change in control agreements (double trigger) held by four executives that are no longer employed by the Company upon closing of the Merger.

(4)Represents the payment of (a) $1.3 million for 283,641 vested stock options at a weighted average exercise price of $18.22 and (b) $82 thousand for 92,685 unvested stock options at a weighted average price of $19.03 attributable to pre-combination vesting based on the $22.98 Option Cashout Price. An additional $284 thousand was paid for the portion of unvested stock options attributable to post-combination vesting and was recognized as an expense of the combined company upon merger closing. There were 65,785 unvested stock options at a weighted average price of $23.81 that were out-of-the-money at July 31, 2024 and excluded from stock option consideration as they were cancelled under the terms of the merger agreement.

(5)Represents the fair value of 185,878 unvested restricted stock units (replacement awards) for continuing executives and employees attributable to pre-combination vesting. A forfeiture rate of 3% was applied in determining share-based awards expected to vest.

Schedule of Final Fair Value of Assets Acquired and Liabilities

The following table represents the allocation of the purchase consideration to the preliminary fair value of assets acquired and liabilities assumed of CALB, subject to finalization, as of July 31, 2024, as adjusted:

(dollars in thousands)									Fair Value
Assets acquired:
Cash and cash equivalents									$	336,298
Debt securities, available-for-sale									42,560
Loans held for investment									1,359,040
Allowance for credit losses - PCD loans									(11,216)
Restricted stock									6,328
Other equity securities									6,278
Premises and equipment									1,670
Operating lease right-of-use asset									7,743
Prepaid expenses									876
Deferred taxes, net									30,656
Bank owned life insurance									26,338
Trade name									300
Core deposit intangible									22,653
Other assets									35,199
Total assets acquired									1,864,723
Liabilities assumed:
Deposits									1,642,938
Borrowings									50,832
Operating lease liabilities									9,033
Other liabilities									19,259
Total liabilities assumed									1,722,062
Net assets acquired									$	142,661
Purchase consideration:
Outstanding shares of CALB, July 31, 2024			8,488,829
Restricted stock units vested fully at merger closing(1)			77,436
Shares of CALB common stock exchanged			8,566,265
Exchange ratio			1.590
Shares of BCAL common stock issued to CALB shareholders at closing, before fractional shares			13,620,361
Less: fractional shares			(147)
Shares of BCAL common stock issued to CBC shareholders at closing			13,620,214
BCAL closing price per share, July 31, 2024			$	15.79
Fair value of common shares issued and exchanged									$	215,063
Less: fair value of accelerated restricted stock units attributable to post-combination vesting(2)(3)									(1,119)
Fair value of common shares issued and exchanged attributable to purchase consideration									213,944
Cash paid for outstanding stock options(4)									1,431
Cash paid for fractional shares									2
Restricted stock consideration(5)									1,261
Total purchase consideration									216,638
Goodwill recognized									$	73,977

(1)Represents 5,596 unvested restricted stock units of non-continuing CALB directors that were automatically fully vested and converted under the merger agreement and 71,840 of unvested restricted shares (replacement awards) for non-continuing executives and employees that were accelerated and fully vested. The portion of the fair value of these awards attributable to pre-combination vesting is included as a component of purchase consideration. The portion of the fair value of these awards attributable to post-combination vesting (See #2 below) was reflected in expense of the combined company upon merger closing.

(2)Represents the fair value of the 77,436 CALB restricted stock units (replacement awards) that were accelerated for non-continuing directors, executives and employees that was attributable to post-combination vesting. Upon acceleration, 51,801 net CALB shares were then converted into the right to receive the Company’s common stock after 25,635 of CALB shares were surrendered by certain executives and employees to pay for taxes. The portion of the fair value of these awards attributable to post-combination vesting was recognized as an expense of the combined company upon merger closing.

(3)Included in this amount is $472 thousand related to 31,355 restricted stock units that fully vested due to change in control agreements (double trigger) held by four executives that are no longer employed by the Company upon closing of the Merger.

(4)Represents the payment of (a) $1.3 million for 283,641 vested stock options at a weighted average exercise price of $18.22 and (b) $82 thousand for 92,685 unvested stock options at a weighted average price of $19.03 attributable to pre-combination vesting based on the $22.98 Option Cashout Price. An additional $284 thousand was paid for the portion of unvested stock options attributable to post-combination vesting and was recognized as an expense of the combined company upon merger closing. There were 65,785 unvested stock options at a weighted average price of $23.81 that were out-of-the-money at July 31, 2024 and excluded from stock option consideration as they were cancelled under the terms of the merger agreement.

(5)Represents the fair value of 185,878 unvested restricted stock units (replacement awards) for continuing executives and employees attributable to pre-combination vesting. A forfeiture rate of 3% was applied in determining share-based awards expected to vest.

Schedule of Purchased Credit Deteriorated Loans

The following table presents the composition of PCD loans as of the acquisition date:

(dollars in thousands)						Amount
Unpaid principal balance						$	111,720
Allowance for credit losses - PCD loans						(11,216)
Non-credit discount amount						(5,107)
Loans previously charged-off by CALB						(10,171)
PCD loans acquired						$	85,226

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Summary Of Purchased Financial Assets with Credit Deterioration

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479328/805-10-50-3

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

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-Name Accounting Standards Codification
-Paragraph 1
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-Publisher FASB
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