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Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2016
Goodwill and Other Intangible Assets  
Goodwill and Other Intangible Assets

(7) Goodwill and Other Intangible Assets

Goodwill

        At September 30, 2016, the carrying value of goodwill was $45,664,000, which included $13,044,000 of goodwill related to its acquisition of Bay View Funding and $32,620,000 from its acquisition of Focus. During the fourth quarter of 2015, adjustments were made to the purchase price allocations for the Focus transaction that affected the amounts allocated to goodwill and other assets.

        Goodwill impairment exists when a reporting unit's carrying value exceeds its fair value, which is determined through a qualitative assessment whether it is more likely than not that the fair value of equity of the reporting unit exceeds the carrying value ("Step Zero"). If the qualitative assessment indicates it is more likely than not that the fair value of equity of a reporting unit is less than book value, than a quantitative two-step impairment test is required. Step 1 includes the determination of the carrying value of the Company's single reporting unit, including the existing goodwill and intangible assets, and estimating the fair value of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, the Company is required to perform a second step to the impairment test. Step 2 requires that the implied fair value of the reporting unit goodwill be compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.

        The Company tests goodwill for impairment on an annual basis as of November 30. Goodwill is also tested for impairment on an interim basis if an event occurs or circumstances change between annual tests that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. The Company completed its annual impairment analysis on goodwill as of November 30, 2015 with the assistance of an independent valuation firm. Based on the qualitative analysis performed, the Company determined that it is more likely than not that the fair value of the reporting unit exceeded its reported book value of equity at November 30, 2015. As such, no impairment was indicated and no further testing was required.

Other Intangible Assets

        Core deposit and customer relationship intangible assets acquired in the June 2007 acquisition of Diablo Valley Bank were $5,049,000 and $276,000, respectively. The core deposit intangible asset is amortized over its estimated useful life of 10 years. The customer relationship intangible asset was amortized over its estimated useful life of seven years and was fully amortized at December 31, 2014. Accumulated amortization of these intangible assets was $5,024,000 and $4,703,000 at September 30, 2016 and December 31, 2015, respectively.

        The core deposit intangible asset acquired in the acquisition of Focus in August 2015 was $6,285,000. This asset is amortized over its estimated useful life of 10 years. Accumulated amortization of this intangible asset was $912,000 and $288,000 at September 30, 2016 and December 31, 2015, respectively.

        Other intangible assets acquired in the acquisition of Bay View Funding in November 2014 included: a below market value lease intangible asset of $109,000 (amortized over 3 years), customer relationship and brokered relationship intangible assets of $1,900,000, (amortized over the 10 year estimated useful lives), and a non-compete agreement intangible asset of $250,000 (amortized over 3 years). Accumulated amortization of these intangible assets was $592,000 and $360,000 at September 30, 2016 and December 31, 2015, respectively.

        Estimated amortization expense for 2016 and each of the next five years following 2016:

                                                                                                                                                                                    

 

 

 

 

 

 

Bay View Funding

 

 

 

Year

 

Diablo Valley
Bank Core
Deposit
Intangible

 

Focus
Core
Deposit
Intangible

 

Below Market
Value
Lease
Intangible

 

Customer &
Brokered
Relationship
Intangible

 

Non-Compete
Agreement
Intangible

 

Total
Amortization
Expense

 

 

 

(Dollars in thousands)

 

2016

 

$

427 

 

$

831 

 

$

36 

 

$

190 

 

$

83 

 

$

1,567 

 

2017

 

 

195 

 

 

875 

 

 

31 

 

 

190 

 

 

70 

 

 

1,361 

 

2018

 

 

 

 

775 

 

 

 

 

190 

 

 

 

 

965 

 

2019

 

 

 

 

734 

 

 

 

 

190 

 

 

 

 

924 

 

2020

 

 

 

 

716 

 

 

 

 

190 

 

 

 

 

906 

 

2021

 

 

 

 

596 

 

 

 

 

190 

 

 

 

 

786 

 

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​  

​  

 

 

$

622 

 

$

4,527 

 

$

67 

 

$

1,140 

 

$

153 

 

$

6,509 

 

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        Impairment testing of the intangible assets is performed at the individual asset level. Impairment exists if the carrying amount of the asset is not recoverable and exceeds its fair value at the date of the impairment test. For intangible assets, estimates of expected future cash flows (cash inflows less cash outflows) that are directly associated with an intangible asset are used to determine the fair value of that asset. Management makes certain estimates and assumptions in determining the expected future cash flows from core deposit and customer relationship intangibles including account attrition, expected lives, discount rates, interest rates, servicing costs and other factors. Significant changes in these estimates and assumptions could adversely impact the valuation of these intangible assets. If an impairment loss exists, the carrying amount of the intangible asset is adjusted to a new cost basis. The new cost basis is then amortized over the remaining useful life of the asset. Based on its assessment, management concluded that there was no impairment of intangible assets at September 30, 2016 and December 31, 2015.