Merchants Bancorp Goodwill & Intangibles Disclosure
Note 8: Goodwill and Intangibles
Goodwill at December 31, 2023 remained unchanged compared to December 31, 2022. As of December 31, 2023, the Company’s market capitalization was above its book value, despite stock market volatility, rising interest rates and inflation concerns. Goodwill represents the amount by which the cost of an acquisition exceeded the fair value of net assets acquired. Goodwill is tested for impairment annually, or more frequently if events and circumstances exist that indicate a goodwill impairment test should be performed. Based upon management’s assessment and evaluation of
goodwill at year-end, the likelihood that an impairment of the current carrying amount of goodwill has occurred is considered remote.
2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
Multifamily |
| Banking |
| Warehouse |
| Total |
| Multifamily |
| Banking |
| Warehouse |
| Total |
| Multifamily |
| Banking |
| Warehouse |
| Total | |||||||||||||
(In thousands) | (In thousands) | (In thousands) | |||||||||||||||||||||||||||||||||
Balance, beginning of period | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | |||||||||||
Goodwill acquired during the period | |||||||||||||||||||||||||||||||||||
Post-acquisition adjustments | |||||||||||||||||||||||||||||||||||
Impairment losses | |||||||||||||||||||||||||||||||||||
Balance, end of period | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | $ | 3,791 | $ | 8,353 | $ | 3,701 | $ | 15,845 | |||||||||||
In conjunction with the acquisition of MCS on August 15, 2017, the Company recorded goodwill of $3.8 million in the Multi-family segment, after reflecting a purchase accounting adjustment of $412,000, related to contingent consideration for loans closed after the acquisition date, that increased goodwill during the year ended December 31, 2018. The Company also recorded intangible assets for licenses and trade names as summarized below. The licenses are being amortized over 84 months and trade names are being amortized over 120 months, both using the straight-line method. Amortization of these intangible assets was $218,000 for the years ended December 31, 2023, 2022, and 2021.
In conjunction with the acquisition of FMBI on January 2, 2018, the Company recorded goodwill of $988,000 in the Banking segment during the year ended December 31, 2018. The Company also recorded intangible assets for core deposits, as summarized below. The core deposit intangibles are being amortized over 10 years using the accelerated sum of the years digits method. Amortization for these intangible assets was $38,000, $53,000 and $64,000 for the years ended December 31, 2023, 2022, and 2021, respectively. The assets associated with this goodwill and intangible assets were sold in January 2024 and were extinguished as of the transaction date.
In conjunction with the acquisition of Farmers-Merchants National Bank of Paxton (“FMNBP”) on October 1, 2018, the Company recorded goodwill of $6.9 million in the Banking segment during the year ended December 31, 2018. A $333,000 purchase accounting adjustment, primarily related to the valuation of securities decreased goodwill during 2019. The Company also recorded intangible assets for core deposits, as summarized below. The core deposit intangibles are being amortized over 10 years using the accelerated sum of the years digits method. Amortization for these intangible assets was $188,000, $250,000 and $294,000 for the years ended December 31, 2023, 2022, and 2021, respectively. The assets associated with this goodwill and intangible assets were sold in January 2024 and were extinguished as of the transaction date.
In conjunction with the acquisition of the assets of NattyMac, LLC on December 31, 2018, the Company recorded goodwill of $3.7 million in the Warehouse segment, after reflecting a $1.6 million transfer to intangible assets and a $271,000 purchase accounting adjustment related to contingent consideration that increased goodwill during 2019. Intangible assets of $1.6 million, related to customer lists, were recorded and amortized over 21 months using the straight-line method. Accumulated amortization of these intangible assets was $1.6 million and are fully amortized as of December 31, 2023, 2022, and 2021.
| 2023 |
| 2022 |
| 2021 | ||||||||||||||||||||||
Gross |
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| Gross |
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| Gross |
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Carrying | Accumulated | Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||||||||
Amount | Amortization | Total |
| Amount | Amortization | Total |
| Amount | Amortization | Total | |||||||||||||||||
(In thousands) | (In thousands) | (In thousands) | |||||||||||||||||||||||||
Licenses | $ | 1,370 | $ | (1,247) | $ | 123 | $ | 1,370 | $ | (1,052) | $ | 318 | $ | 1,370 | $ | (856) | $ | 514 | |||||||||
Trade names | 224 | (143) | 81 | 224 | (120) | 104 | 224 | (98) | 126 | ||||||||||||||||||
Customer list | — | — | — | — | — | — | — | — | — | ||||||||||||||||||
Core deposit intangible | 2,417 | (1,879) | 538 | 2,417 | (1,653) | 764 | 2,417 | (1,350) | 1,067 | ||||||||||||||||||
Total intangible Assets | $ | 4,011 | $ | (3,269) | $ | 742 | $ | 4,011 | $ | (2,825) | $ | 1,186 | $ | 4,011 | $ | (2,304) | $ | 1,707 | |||||||||
Estimated amortization expense for future years is as follows (in thousands):
Year ending December 31, |
| ||
2024 | $ | 683 | |
2025 | 23 | ||
2026 | 22 | ||
2027 | 14 | ||
2028 | — | ||
Thereafter | — | ||
Total | $ | 742 |
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About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.