Business Combinations

3 Months Ended

Mar. 31, 2024

Business Combinations

Business Combinations

Note 5. Business Combinations

On May 31, 2023, the Company completed a merger with Broadmark, a specialty real estate finance company that specialized in originating and servicing residential and commercial construction loans. Refer to Note 1 for more information about the Broadmark Merger. The consideration transferred was allocated to the assets acquired and liabilities assumed based on their respective fair values. The methodologies used, and key assumptions made, to estimate the fair value of the assets acquired and liabilities assumed are primarily based on future cash flows and discount rates.

The table below summarizes the fair value of assets acquired and liabilities assumed from the Broadmark Merger.

(in thousands)	Preliminary Purchase Price Allocation			Measurement Period Adjustments		Updated Purchase Price Allocation
Assets
Cash and cash equivalents	$	38,710	$	—	$	38,710
Loans, net		772,954		(8,587)		764,367
Real estate owned, held for sale		158,911		(5,365)		153,546
Other assets		17,107		(7,151)		9,956
Total assets acquired	$	987,682	$	(21,103)	$	966,579
Liabilities
Corporate debt, net		98,028		—		98,028
Accounts payable and other accrued liabilities		22,531		819		23,350
Total liabilities assumed	$	120,559	$	819	$	121,378
Net assets acquired	$	867,123	$	(21,922)	$	845,201

In a business combination, the initial allocation of the purchase price is considered preliminary and therefore, is subject to change until the end of the measurement period. The final determination must occur within one year of the merger date. Because the measurement period is still open for the Broadmark Merger, certain fair value estimates may change once all information necessary to make a final fair value assessment has been received. The amounts presented in the table above pertained to the preliminary purchase price allocation reported at the time of the Broadmark Merger based on information that was available to management at the time the consolidated financial statements were prepared. The preliminary purchase price allocation is subject to change as the Company completes its analysis of the fair value of the assets acquired and liabilities assumed, which could have an impact on the consolidated financial statements. Subsequent to the determination of the preliminary purchase price allocation, the Company recorded a measurement period adjustment based on the updated valuations obtained by decreasing net assets acquired and the bargain purchase gain by $21.9 million.

The table below illustrates the aggregate consideration transferred, net assets acquired, and the related bargain purchase gain.

(in thousands)		Preliminary Purchase Price Allocation		Measurement Period Adjustments		Updated Purchase Price Allocation
Fair value of net assets acquired	$	867,123	$	(21,922)	$	845,201
Consideration transferred based on the value of common stock issued		637,229		—		637,229
Bargain purchase gain	$	229,894	$	(21,922)	$	207,972

In the table above, the bargain purchase gain represents the fair value of the assets acquired and liabilities assumed in the Broadmark Merger which exceeds the fair value of the 62.2 million shares of common stock issued at $10.24 per share at the Effective Time. Gain on bargain purchase is recognized in the consolidated statements of income.

The following pro-forma income and earnings (unaudited) of the combined company are presented as if the Broadmark Merger had occurred on January 1, 2024 and January 1, 2023.

		Three Months Ended March 31,
(in thousands)		2024	2023
Selected Financial Data
Interest income	$	232,354	$	239,805
Interest expense		(183,805)		(160,983)
Recovery of loan losses		26,544		5,033
Non-interest income (loss)		(102,628)		32,465
Non-interest expense		(77,862)		(66,686)
Income (loss) before provision for income taxes	$	(105,397)	$	49,634
Income tax benefit (expense)		30,211		(391)
Net income (loss)	$	(75,186)	$	49,243

Non-recurring pro-forma transaction costs directly attributable to the Broadmark Merger were $0.4 million for the three months ended March 31, 2024 and 2023, respectively, and have been deducted from the non-interest expense amount

above. These costs included legal, accounting, valuation, and other professional or consulting fees directly attributable to the Broadmark Merger.