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Goodwill And Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

NOTE 18 — GOODWILL AND INTANGIBLE ASSETS

 

Goodwill (dollars in millions)

 

Commercial

Banking

 

 

Consumer

Banking

 

 

Total

 

December 31, 2019

$

326.7

 

 

$

43.2

 

 

$

369.9

 

Additions

 

116.4

 

 

 

5.2

 

 

 

121.6

 

Impairment

 

(301.5

)

 

 

(43.2

)

 

 

(344.7

)

March 31, 2020

$

141.6

 

 

$

5.2

 

 

$

146.8

 

 

The December 31, 2019 goodwill included amounts from CIT's emergence from bankruptcy in 2009 and the 2015 acquisition of IMB HoldCo LLC, the parent company of OneWest Bank.  As detailed in Note 2Acquisition and Discontinued Operations, on January 1, 2020, CIT Bank acquired MOB, and the acquired assets and liabilities were recorded at their estimated fair value as

of the acquisition date resulting in $121.6 million of goodwill. The Company allocated $116.4 million of the goodwill to Commercial Banking and $5.2 million to Consumer Banking. Additionally, intangible assets of $102.6 million were recorded related to the valuation of core deposit intangibles, trade name and customer relationships, as detailed in the table below.

 

Once goodwill has been assigned, it no longer retains its association with a particular event or acquisition, and all of the activities within a RU, whether acquired or internally generated, are available to support the value of goodwill.  

 

In accordance with ASC 350, Intangibles — Goodwill and other, goodwill is assessed for impairment at least annually, or more often if events or circumstances have changed significantly from the annual test date that would indicate a potential reduction in the fair value of the RU below its carrying value. The Company performs its annual goodwill impairment test during the fourth quarter of each year or more often if events or circumstances have changed significantly from the annual test date, utilizing data as of September 30 to perform the test. The overall deterioration in the macroeconomic environment, challenges in the banking industry, including the low rate environment, and, in particular, the sustained decrease in CIT’s and its peer companies’ stock prices triggered the need for an interim goodwill impairment test in the first quarter of 2020.  

 

CIT defines its RUs as Commercial Finance, Real Estate Finance, Rail and Consumer Banking.  Currently, the goodwill associated with the MOB Acquisition remains its own separate RUs within the Commercial Banking and Consumer Banking segments as MOB has not yet been fully integrated with CIT.

 

Fair Value

 

Determining the value of the RUs as part of the quantitative impairment test involves significant judgment. The methodology used to assess impairment during the first quarter of 2020 was largely consistent with that used in our annual analysis whereby a combination of the income approach (i.e. discounted cash flow (“DCF”) method) and the market approach (i.e. Guideline Public Company ("GPC") method) were used to determine the fair value.  In the application of the Income Approach, the Company determined the fair value of the RUs using a DCF analysis. See Note 25 -- Goodwill and Intangible Assets in the Company’s 2019 Form 10-K for details.  

 

For the annual impairment test, the DCF model used earnings projections and respective capitalization assumptions based on two-year financial plans presented to the Board of Directors.  For purposes of the interim test, the Company’s financial plans for 2020 and 2021 were updated for the projected impact of COVID-19 on the net revenue growth and asset utilization.  Beyond the initial two-year period, the projections converge toward a constant long-term net revenue growth rate of up to 3% based on the projected revenues of the RU, as well as expectations for the development of gross domestic product and inflation, which are captured in the terminal value. Estimating future earnings and capital requirements involves judgment and the consideration of past and current performance and overall macroeconomic and regulatory environments.

 

The cash flows determined based on the process described above were discounted to their present value. The discount rate (cost of equity) applied is comprised of a risk-free interest rate, an equity risk premium, a size premium and a factor covering the systemic market risk (RU-specific beta) and, where applicable, a company specific risk premium. The values for the factors applied are determined primarily using external sources of information. The RU-specific betas are determined based on a group of peer companies. The discount rates applied to the RUs ranged from 10.25% to 11.25%.

 

In our application of the market approach, for the GPC Method, the Company applied market-based multiples derived from the stock prices of companies considered by management to be comparable to each of the RUs, to various financial metrics for each of the RUs, as determined applicable to those RUs, including tangible book or book value, earnings and projected earnings. In addition, the Company applied a 40% control premium based on our review of transactions observable in the market place that we determined were comparable to the current economic environment. The control premium is management's estimate of how much a market participant would be willing to pay over the fair market value for control of the business. There was a significant reduction in the values determined under this methodology as a result of the sustained depression in CIT’s peer company stock prices.

 

A weighting is ascribed to each of the results of the income and market approaches to determine the concluded fair value of each RU. The weighting is judgmental and is based on the perceived level of appropriateness of the valuation methodology for each specific RU. Estimating the fair value of RUs involves the use of estimates and significant judgments that are based on a number of factors including actual operating results. If current conditions change from those expected, it is reasonably possible that the judgments and estimates described above could change in future periods.

 

Based on the quantitative analysis, as described above, the Company concluded that the carrying amount of the Commercial Finance, Real Estate Finance and Consumer Banking RUs exceeded their estimated fair value and thus the Company recorded an impairment of the goodwill in the Commercial Finance, Real Estate Finance and Consumer Banking RUs of $159.9 million, $141.6 million and $43.2 million, respectively, representing the full amount of goodwill assigned to the RUs.

 

Goodwill associated with Rail of $25.2 million was determined not to be impaired as the fair value of the RU exceeded the book value.  With respect to the $121.6 million goodwill associated with RUs from the MOB Acquisition, there was no trigger event identified.  

 

Management will continue to monitor the remaining goodwill for additional impairment, particularly in light of the COVID-19 pandemic’s impact to the macro-economic environment.

Intangible Assets

The following table presents the gross carrying value and accumulated amortization for intangible assets, excluding fully amortized intangible assets.

Intangible Assets (dollars in millions)

 

March 31, 2020

 

 

December 31, 2019

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Core deposit intangibles

$

222.4

 

 

$

(86.6

)

 

$

135.8

 

 

$

126.3

 

 

$

(79.7

)

 

$

46.6

 

Trade names

 

27.7

 

 

 

(13.6

)

 

 

14.1

 

 

 

24.7

 

 

 

(12.7

)

 

 

12.0

 

Customer relationships

 

27.4

 

 

 

(17.2

)

 

 

10.2

 

 

 

23.9

 

 

 

(16.2

)

 

 

7.7

 

Other

 

7.4

 

 

 

(7.4

)

 

 

 

 

 

7.4

 

 

 

(7.7

)

 

 

(0.3

)

Total intangible assets

$

284.9

 

 

$

(124.8

)

 

$

160.1

 

 

$

182.3

 

 

$

(116.3

)

 

$

66.0

 

 

The following table presents the changes in intangible assets:

Intangible Assets Rollforward (dollars in millions)

 

Core Deposit

Intangibles

 

 

Trade Names

 

 

Customer

Relationships

 

 

Other

 

 

Total

 

December 31, 2019

$

46.6

 

 

$

12.0

 

 

$

7.7

 

 

$

(0.3

)

 

$

66.0

 

Additions

 

96.1

 

 

 

3.0

 

 

 

3.5

 

 

 

 

 

 

102.6

 

Amortization

 

(6.9

)

 

 

(0.9

)

 

 

(1.0

)

 

 

0.3

 

 

 

(8.5

)

March 31, 2020

$

135.8

 

 

$

14.1

 

 

$

10.2

 

 

$

 

 

$

160.1

 

 

The addition to intangible asset balances in 2020 reflect the intangibles recognized as a result of the acquisition of MOB. The largest component related to the valuation of core deposits. Core deposit intangibles (“CDIs”) represent future benefits arising from noncontractual customer relationships (e.g., account relationships with the depositors) acquired from the purchase of demand deposit accounts, including interest and non-interest bearing checking accounts, money market and savings accounts. CDIs have a finite life and are amortized on a straight line basis over the estimated useful life of seven years related to the OneWest acquired CDI and ten years for the MOB acquired CDI. Amortization expense for the intangible assets is recorded in Operating expenses.

Accumulated amortization totaled $124.8 million at March 31, 2020. Projected amortization for the years ended March 31, 2021 through March 31, 2025, is approximately $33.7 million, $32.2 million, $19.5 million, $13.4 million, and $13.3 million, respectively.