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Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2017
Goodwill and Other Intangible Assets  
Goodwill and Other Intangible Assets

6) Goodwill and Other Intangible Assets

 

Goodwill

 

At September 30, 2017, 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.

 

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, then 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 completed its annual impairment analysis on the goodwill from the Bay View Funding and Focus acquisitions as of November 30, 2016 with the assistance of an independent valuation firm. Based on the Step Zero 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, 2016.  As such, no impairment was indicated and no further testing was required.

 

Other Intangible Assets

 

The core deposit intangible asset originally acquired in the June 2007 acquisition of Diablo Valley Bank was $5,049,000. The core deposit intangible asset was amortized over its estimated useful life of 10 years, and was fully amortized at September 30, 2017. Accumulated amortization of the core deposit intangible asset was $4,854,000 at December 31, 2016.

 

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 $1,776,000 and $1,120,000 at September 30, 2017 and December 31, 2016, 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 life), and a non-compete agreement intangible asset of $250,000 (amortized over 3 years). Accumulated amortization of these intangible assets was $901,000 and $669,000 at September 30, 2017 and December 31, 2016, respectively.

 

Estimated amortization expense for 2017 and each of the next five years and thereafter as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bay View Funding

 

 

 

 

 

 

Diablo Valley

 

 

 

 

 

Customer &

 

 

 

 

 

 

 

 

Bank Core

 

Focus Core

 

Below Market

 

Brokered

 

Non-Compete

 

Total

 

 

 

Deposit

 

Deposit

 

Value Lease

 

Relationship

 

Agreement

 

Amortization

 

Year

    

Intangible

    

Intangible

    

Intangible

    

Intangible

    

Intangible

    

Expense

 

 

 

(Dollars in thousands)

 

2017

 

$

195

 

$

875

 

$

31

 

$

190

 

$

70

 

$

1,361

 

2018

 

 

 —

 

 

775

 

 

 —

 

 

190

 

 

 —

 

 

965

 

2019

 

 

 —

 

 

734

 

 

 —

 

 

190

 

 

 —

 

 

924

 

2020

 

 

 —

 

 

716

 

 

 —

 

 

190

 

 

 —

 

 

906

 

2021

 

 

 —

 

 

596

 

 

 —

 

 

190

 

 

 —

 

 

786

 

2022

 

 

 —

 

 

502

 

 

 —

 

 

190

 

 

 —

 

 

692

 

Thereafter

 

 

 —

 

 

967

 

 

 —

 

 

349

 

 

 —

 

 

1,316

 

 

 

$

195

 

$

5,165

 

$

31

 

$

1,489

 

$

70

 

$

6,950

 

 

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, 2017 and December 31, 2016.