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Goodwill and other intangible assets
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure  
Goodwill And Other Intangible Assets
Note 14 – Goodwill and other intangible assets
The changes in
 
the carrying amount
 
of goodwill for
 
the nine months
 
ended September 30, 2023
 
and 2022, allocated
 
by reportable
segments, were as follows (refer to Note 33 for
 
the definition of the Corporation’s reportable segments):
September 30, 2023
Balance at
 
Goodwill on
Goodwill
Balance at
(In thousands)
January 1, 2023
 
acquisition
 
impairment
September 30, 2023
Banco Popular de Puerto Rico
$
436,383
$
-
$
-
$
436,383
Popular U.S.
391,045
-
(23,000)
368,045
Total Popular,
 
Inc.
 
$
827,428
$
-
$
(23,000)
$
804,428
September 30, 2022
Balance at
 
Goodwill on
Goodwill
Balance at
(In thousands)
January 1, 2022
 
acquisition
 
impairment
September 30, 2022
Banco Popular de Puerto Rico
$
320,248
$
116,135
$
-
$
436,383
Popular U.S.
400,045
-
(9,000)
391,045
Total Popular,
 
Inc.
 
$
720,293
$
116,135
$
(9,000)
$
827,428
The goodwill recognized during the quarter
 
ended September 30, 2022 in the
 
reportable segment of Banco Popular de Puerto
 
Rico
of $
116.1
 
million was related to
 
the Evertec Transactions,
 
as defined in Note 23
 
to the Consolidated Financial Statements
 
included
in this Form 10-Q.
 
During the third quarter
 
of 2023, the Corporation recorded
 
an impairment of
 
$
23
 
million as a result
 
of its annual
goodwill impairment test
 
related to its
 
U.S. based equipment
 
leasing subsidiary,
 
Popular Equipment Finance
 
(“PEF”),
 
due to lower
forecasted cash flows
 
and an increase
 
in the rate
 
used to discount
 
cash flows.
 
During 2022 the
 
Corporation recognized a
 
goodwill
impairment of $
9
 
million related to
 
Popular Equipment Finance
 
(“PEF”) , as
 
a result of
 
a decrease in
 
the projected earnings
 
of this
business unit.
Other Intangible Assets
The following table reflects the components of
 
other intangible assets subject to amortization:
Gross Carrying
Accumulated
Net
Carrying
(In thousands)
Amount
Amortization
Value
September 30, 2023
Core deposits
$
12,810
$
10,995
$
1,815
Other customer relationships
14,286
6,302
7,984
Total other intangible
 
assets
$
27,096
$
17,297
$
9,799
December 31, 2022
Core deposits
$
12,810
$
10,034
$
2,776
Other customer relationships
14,286
4,878
9,408
Total other intangible
 
assets
$
27,096
$
14,912
$
12,184
During the
 
quarter ended
 
September 30,
 
2023, the
 
Corporation recognized
 
$
0.8
 
million in
 
amortization expense
 
related to
 
other
intangible assets with definite useful lives (September 30, 2022 - $
0.8
 
million). During the nine months ended September 30, 2023,
the Corporation
 
recognized $
2.4
 
million in
 
amortization related to
 
other intangible assets
 
with definite useful
 
lives (September 30,
2022 - $
2.5
 
million).
 
The following
 
table presents
 
the estimated
 
amortization of
 
the intangible
 
assets with
 
definite useful
 
lives for
 
each of
 
the following
periods:
(In thousands)
Remaining 2023
$
794
Year 2024
2,938
Year 2025
1,750
Year 2026
1,440
Year 2027
959
Later years
1,918
Results of the Annual Goodwill Impairment Test
 
The Corporation’s goodwill and
 
other identifiable intangible assets having
 
an indefinite useful life
 
are tested for impairment,
 
at least
annually and
 
on a
 
more frequent basis
 
if events
 
or circumstances indicate
 
impairment could have
 
taken place. Such
 
events could
include,
 
among others,
 
a significant
 
adverse change
 
in the
 
business climate,
 
an adverse
 
action by
 
a regulator,
 
an unanticipated
change in the competitive environment and a decision
 
to change the operations or dispose of a
 
reporting unit.
 
Management
 
monitors
 
events
 
or
 
changes
 
in
 
circumstances
 
between
 
annual
 
tests
 
to
 
determine
 
if
 
these
 
events
 
or
 
changes
 
in
circumstances would more likely than not reduce
 
the fair value of its reporting units below their carrying
 
amounts.
The Corporation
 
performed the
 
annual goodwill
 
impairment evaluation
 
for the
 
entire organization
 
during the
 
third quarter
 
of 2023
using July 31, 2023 as the annual evaluation date. The reporting units
 
utilized for this evaluation were those that are one level below
the business segments,
 
which are the
 
legal entities within the
 
reportable segment. The Corporation
 
follows push-down accounting,
as such all goodwill is assigned to the reporting
 
units when carrying out a business combination.
In determining the fair value of each reporting unit, the Corporation generally uses a combination of methods, including market price
multiples
 
of
 
comparable
 
companies
 
and
 
transactions,
 
as
 
well
 
as
 
discounted
 
cash
 
flow
 
analysis.
 
Management
 
evaluates
 
the
particular circumstances
 
of each
 
reporting unit
 
in order
 
to determine
 
the most
 
appropriate valuation methodology
 
and the
 
weights
applied
 
to
 
each
 
valuation
 
methodology,
 
as
 
applicable.
 
The
 
Corporation
 
evaluates
 
the
 
results
 
obtained
 
under
 
each
 
valuation
methodology to
 
identify and
 
understand the
 
key
 
value drivers
 
in order
 
to
 
ascertain that
 
the
 
results obtained
 
are
 
reasonable and
appropriate
 
under
 
the
 
circumstances.
 
Elements
 
considered
 
include
 
current
 
market
 
and
 
economic
 
conditions,
 
developments
 
in
specific lines of business, and any particular
 
features in the individual reporting units.
 
The computations
 
require management
 
to make
 
estimates and
 
assumptions. Critical
 
assumptions that
 
are used
 
as part
 
of these
evaluations include:
 
a selection of comparable publicly traded companies,
 
based on nature of business, location and
 
size;
 
a selection of comparable acquisitions;
 
the discount rate applied to future earnings, based
 
on an estimate of the cost of equity;
 
the potential future earnings of the reporting unit;
 
and
 
the market growth and new business assumptions.
For purposes of the market comparable companies’ approach, valuations were determined by calculating
 
average price multiples of
relevant value drivers from a group of
 
companies that are comparable to the reporting
 
unit being analyzed and applying those price
multiples
 
to
 
the
 
value
 
drivers
 
of
 
the
 
reporting
 
unit.
 
Management
 
uses
 
judgment
 
in
 
the
 
determination
 
of
 
which
 
value
 
drivers
 
are
considered more appropriate for each reporting unit.
 
Comparable companies’ price multiples represent minority-based multiples and
thus, a
 
control premium
 
adjustment is
 
added to
 
the comparable
 
companies’ market
 
multiples applied
 
to the
 
reporting unit’s
 
value
drivers.
 
For purposes
 
of the
 
market comparable transactions’
 
approach, valuations had
 
been previously determined
 
by the
 
Corporation by
calculating
 
average
 
price
 
multiples
 
of
 
relevant
 
value
 
drivers
 
from
 
a
 
group
 
of
 
transactions
 
for
 
which
 
the
 
target
 
companies
 
are
comparable to the reporting unit being analyzed and
 
applying those price multiples to the value drivers
 
of the reporting unit.
For purposes
 
of the
 
discounted cash flows
 
(“DCF”) approach, the
 
valuation is
 
based on
 
estimated future cash
 
flows. The
 
financial
projections
 
used
 
in
 
the
 
DCF
 
valuation
 
analysis
 
for
 
each
 
reporting
 
unit
 
are
 
based
 
on
 
the
 
most
 
recent
 
(as
 
of
 
the
 
valuation
 
date)
financial
 
projections presented
 
to
 
the
 
Corporation’s Asset
 
/
 
Liability Management
 
Committee (“ALCO”).
 
The
 
growth assumptions
included
 
in
 
these
 
projections
 
are
 
based
 
on
 
management’s
 
expectations for
 
each
 
reporting
 
unit’s
 
financial
 
prospects
 
considering
economic and industry conditions as well
 
as particular plans of each entity
 
(i.e. restructuring plans, de-leveraging, etc.). The cost
 
of
equity used to
 
discount the cash flows
 
was calculated using the
 
Ibbotson Build-Up Method and
 
ranged from
12.30
% to
16.96
% for
the 2023 analysis. The Ibbotson Build-Up Method
 
builds up a cost of equity
 
starting with the rate of
 
return of a “risk-free” asset (20-
year U.S. Treasury
 
note) and adds
 
to it additional
 
risk elements such as
 
equity risk premium, size
 
premium, industry risk
 
premium,
and a
 
specific geographic risk
 
premium (as applicable).
 
The resulting discount
 
rates were
 
analyzed in terms
 
of reasonability given
the current market conditions.
The results of the BPPR annual goodwill impairment test as of July 31, 2023
 
indicated that the average estimated fair value using all
valuation methodologies exceeded BPPR’s equity value by approximately $
3.7
 
billion or
468
% compared to $
3.1
 
billion or
245
%, for
the annual
 
goodwill impairment test
 
completed as
 
of July
 
31, 2022. PB’s
 
annual goodwill impairment
 
test results
 
as of
 
such dates
indicated that the average estimated fair value using all valuation methodologies exceeded PB’s equity value by approximately $
129
million or
8
%, compared to $
670
 
million or
41
%, for the annual goodwill impairment test completed as of July 31, 2022. Accordingly,
no impairment was recognized for BPPR or PB. The goodwill balance of BPPR and PB, as legal entities, represented approximately
93
% of the Corporation’s total goodwill balance as of
 
the July 31, 2023 valuation date.
An
 
impairment of
 
$
23
 
million was
 
recognized by
 
the Corporation
 
from the
 
annual test
 
as of
 
July 31,
 
2023 related
 
to PEF
 
due to
lower forecasted
 
cash flows
 
and an
 
increase in
 
the rate
 
used to
 
discount cash
 
flows.
 
During 2022
 
the Corporation
 
recognized a
goodwill impairment of $
9
 
million related to PEF,
 
as a result of
 
a decrease in the
 
projected earnings of this
 
business unit. The PEF
goodwill balance as of September 30, 2023 amounted
 
to $
17
 
million (December 31, 2022 - $
40
 
million).
Furthermore,
 
as
 
part
 
of
 
the
 
analyses,
 
management
 
performed
 
a
 
reconciliation
 
of
 
the
 
aggregate
 
fair
 
values
 
determined
 
for
 
the
reporting units to the market capitalization of the Corporation concluding that the
 
fair value results determined for the reporting units
in the July 31, 2023 annual assessment were reasonable.
The goodwill
 
impairment evaluation
 
process requires
 
the Corporation
 
to
 
make estimates
 
and assumptions
 
with regard
 
to the
 
fair
value
 
of
 
the
 
reporting
 
units.
 
Actual
 
values
 
may
 
differ
 
significantly
 
from
 
these
 
estimates.
 
Such
 
differences
 
could
 
result
 
in
 
future
impairment of goodwill that would, in turn, negatively
 
impact the Corporation’s results of operations and the
 
reporting units where the
goodwill is recorded. Particularly for reporting units with recognized impairments or where the
 
estimated fair value approximates the
equity value,
 
future decreases
 
in fair
 
value estimates
 
could result
 
in additional
 
impairment charges.
 
Additionally,
 
declines in
 
the
Corporation’s
 
market
 
capitalization and
 
adverse economic
 
conditions
 
sustained
 
over
 
a
 
longer
 
period of
 
time
 
negatively
 
affecting
forecasted earnings could increase the risk of goodwill
 
impairment in the future.
 
A decline in
 
the Corporation’s stock
 
price related to
 
global and/or regional macroeconomic
 
conditions, a deterioration in
 
the Puerto
Rico
 
or
 
the
 
U.S.
 
economies,
 
increases
 
in
 
the
 
rate
 
to
 
discount
 
future
 
cash
 
flows,
 
and
 
lower
 
future
 
earnings
 
estimates
 
could,
individually or
 
in the
 
aggregate, have a
 
material impact on
 
the determination of
 
the fair value
 
of our reporting
 
units, which could
 
in
turn
 
result
 
in
 
an
 
impairment of
 
goodwill in
 
the
 
future.
 
An
 
impairment of
 
goodwill would
 
result
 
in
 
a non-cash
 
expense,
 
net
 
of
 
tax
impact. A charge to earnings related to a goodwill
 
impairment would not materially impact regulatory
 
capital calculations.
The following tables present the gross amount
 
of goodwill and accumulated impairment losses
 
by reportable segments.
September 30, 2023
Balance at
Balance at
September 30,
Accumulated
September 30,
2023
impairment
 
2023
(In thousands)
 
(gross amounts)
losses
 
(net amounts)
Banco Popular de Puerto Rico
$
440,184
$
3,801
$
436,383
Popular U.S.
564,456
196,411
368,045
Total Popular,
 
Inc.
 
$
1,004,640
$
200,212
$
804,428
December 31, 2022
 
Balance at
 
 
Balance at
 
December 31,
Accumulated
December 31,
2022
impairment
 
2022
(In thousands)
 
(gross amounts)
losses
 
(net amounts)
Banco Popular de Puerto Rico
$
440,184
$
3,801
$
436,383
Popular U.S.
564,456
173,411
391,045
Total Popular,
 
Inc.
 
$
1,004,640
$
177,212
$
827,428