Midland States Bancorp, Inc.MSBI

Midland States Bancorp, Inc. Goodwill & Intangibles Disclosure

10-KFiled Mar 2, 20262 min read
GOODWILL AND INTANGIBLE ASSETS
A summary of the changes in goodwill during the years ended December 31, 2025 and December 31, 2024, by reportable segment, is as follows:
(dollars in thousands)
Banking
Wealth Management
Total
Balance at December 31, 2023$157,158 $4,746 $161,904 
Accumulated impairment losses— — — 
Balance at December 31, 2024157,158 4,746 161,904 
Accumulated impairment losses153,977 — 153,977 
Balance at December 31, 2025$3,181 $4,746 $7,927 
    Annually, the Company performs an impairment test of goodwill as of August 31. See Note 1 for additional information. Based on the results of our annual impairment tests, we concluded that no goodwill impairment existed as of December 31, 2025 and December 31, 2024.
In the first quarter of 2025, we determined that a triggering event had occurred at in the Company's Banking reporting unit as a result of deteriorated credit quality coupled with trends in the Company's stock price. The Company performed a quantitative impairment test on its Banking reporting unit as of March 31, 2025, and engaged a third-party service provider to assist with the determination of the fair value. The resulting calculation indicated that the carrying amount exceeded the fair value of the Company's Banking reporting unit. As a result of the assessment, the Company recognized a $154.0 million goodwill impairment charge in the first quarter of 2025.
The Company’s intangible assets, consisting of core deposit and customer relationship intangibles, as of December 31, 2025 and December 31, 2024 are summarized as follows:
December 31, 2025December 31, 2024
(dollars in thousands)Gross
carrying
amount		Accumulated
amortization		TotalGross
carrying
amount		Accumulated
amortization		Total
Core deposit intangibles$58,914 $(53,385)$5,529 $58,914 $(51,186)$7,728 
Customer relationship intangibles15,918 (12,571)3,347 15,918 (11,546)4,372 
Total intangible assets$74,832 $(65,956)$8,876 $74,832 $(62,732)$12,100 
Amortization of intangible assets was $3.2 million, $4.0 million and $4.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Estimated amortization expense for future years is as follows:
(dollars in thousands)Amount
Year ending December 31,
2026$2,672 
20272,101 
20281,582 
20291,066 
2030634 
Thereafter821 
Total$8,876 

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Jul 1, 2025
2023Feb 23, 2024
2021Feb 25, 2022
2020Feb 26, 2021
2019Feb 28, 2020
2018Feb 28, 2019
2017Mar 6, 2018
2016Mar 10, 2017

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.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesSegmentsDebtCommitmentsStock CompensationNew Standards