Banks Have Started Recording Goodwill Impairments, Is More to Come?

A growing number of banks may need to record goodwill impairment charges once the coronavirus crisis finally shows up in their credit quality.

A handful of banks have already announced impairment charges, doing so in the first and second quarter of this year. Some have written off as much as $1 billion of goodwill, dragging down their earnings and, in some cases, dividends. Volatility in the stock market could make this worse in the second half of the year.

“It was a very hot topic for all of our financial institutions,” says Ashley Ensley, a partner in DHG’s financial services practice. “Everyone was talking about it. Everybody was looking at it. Whether you determined you did … or didn’t have a triggering event, I expect that everyone that had goodwill on their books likely took a hard look at that amount this quarter.”

Goodwill at U.S. banks totaled $342 billion in the first quarter, up from $283 billion a decade ago, according to the Federal Deposit Insurance Corp.

Goodwill is an intangible asset that reconciles the premium paid for acquired assets and liabilities to their fair value. It’s recorded after an acquisition, and can only be written down if the subsequent carrying value of the deal exceeds its book value. Although goodwill is an intangible asset excluded from tangible common equity, the non-cash charge can have tangible consequences for acquisitive banks. It immediately hits the bottom line, reducing income and, potentially, even capital.

Several banks have announced charges this year. PacWest Bancorp, a $27.4 billion bank based in Beverly Hills, California, took a charge of $1.47 billion. Great Western, a $12.9 billion bank based in Sioux Falls, South Dakota, took a charge of $741 million. And Cadence Bancorp., an $18.9 billion bank based in Houston, Texas, recorded an after-tax impairment charge of $413 million.

Boston-based Berkshire Hills Bancorp announced a $554 million charge during its second-quarter earnings that wiped out all its goodwill. The charge, combined with higher loan loss provisions, led to a loss of $10.93 a share. Without the goodwill charge, the bank would’ve reported a loss of only 13 cents a share.

The primary causes of the goodwill impairment were economic and industry conditions resulting from the COVID-19 pandemic that caused volatility and reductions in the market capitalization of the Company and its peer banks, increased loan provision estimates, increased discount rates and other changes in variables driven by the uncertain macro-environment,” the bank said in its quarterly filing.

Goodwill impairment assessments begin by evaluating qualitative factors for positive and negative evidence — both internally and in the macroeconomic environment — that could cause a bank’s fair value to diverge from its book value.

“It really is not a one-size-fits-all analysis,” says Robert Bondy, a partner in Plante Moran’s financial services group. “Just because a bank — even in the same marketplace — has an impairment, it’s hard to cast that shadow over everybody.”

One reason banks may need to consider impairing their goodwill is that bank stock prices are meaningfully down for the year. The KBW Regional Banking Index, a collection of 50 banks with between $9 billion and $63 billion in assets, is off by 33%. This is especially important given the deceleration in bank deals, which makes it hard to evaluate what premiums banks could fetch in a sale.

“[It’s been] one or two quarters and overall markets have rebounded but bank stocks haven’t,” says Jay Wilson, Jr., vice president at Mercer Capital. “You can certainly presume that the annual impairment test, when it comes up in 2020, is going to be a more robust exercise than it was previously.”

Banks could also write off more goodwill if asset quality declines. That has yet to happen, despite higher loan loss provisions — and in some cases, banks saw credit quality improve in the second quarter.

The calendar could influence this as well. Wilson says the budgeting process and cyclical cadence of accounting means that annual tests often occur near year-end — though, if a triggering event happens before then, a company can conduct an interim test.

That’s why more banks could record impairment charges if bank stocks don’t rally before the end of the year, Wilson says. In this way, goodwill accumulation and impairment mirror the broader economy.

“Whenever the cycle turns, banks are inevitably in the middle of it,” he says. “There’s no way, if you’re a bank to escape the economic or the business cycle.”

Common Themes in Banks’ Critical Audit Matters

Beginning in 2019, auditors of large accelerated filers that file with the U.S. Securities and Exchange Commission were required to communicate critical audit matters, or CAMs, in their audit opinions. An analysis of Form 10-K filings for U.S. depository institutions for reporting periods covering June 30, 2019, through Dec. 31, 2019, reveals common themes of interest to bankers. The 10-Ks of large accelerated filers with a Dec. 31, 2019 year-end represent the first time these required communications appeared in a significant amount of bank filings.

Banks that are classified as large accelerated filer might wonder how their CAMs compare to those of other banks; SEC filers that do not have the designation might wonder what to expect in their own audit opinions for fiscal years ending on or after Dec. 15, 2020.

Background
In 2017, the Public Company Accounting Oversight Board (PCAOB) adopted Auditing Standard 3101, which requires auditors to communicate CAMs in their audit opinions for audits of large accelerated filers with fiscal years ending on or after June 30, 2019.

The PCAOB defines a critical audit matter as “any matter arising from the audit … that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment.” CAMs are intended to provide insight beyond the boilerplate audit opinion and share important information with investors.

Each CAM included in the audit opinion should include:

  • What: Identification of the CAM.
  • Why: Principal considerations that led the auditor to determine the matter was a CAM.
  • How: A description of how the CAM was addressed in the audit, including a description of one or more of the following: (1) the auditor’s response or approach most relevant to the matter; (2) a brief overview of the audit procedures performed; (3) an indication of the outcome of the audit procedures; (4) key observations with respect to the matter.
  • Where: The relevant financial statement accounts or disclosures that relate to the CAM.

Number of CAMs
Crowe specialists analyzed the audit opinions of U.S. depository institutions that are large accelerated filers and filed directly with the SEC (“issuers”) with year-ends between June 30 and Dec. 31, 2019, using data from Audit Analytics.

In 2019, 150 depository institutions reported CAMs; and all depository institutions that both file with the SEC and are large accelerated filers reported at least one CAM. The average number of CAMs per issuer was just shy of 1.5. Approximately two-thirds of issuers reported just one CAM, while just under 10% of issuers reported more than two CAMs. Four CAMs was the maximum observed in any one depository institution, with only one institution reporting that number (Exhibit 1).

CAMs per issuer

CAM themes
Auditors of the 150 bank issuers reported a total of 221 CAMs. Unsurprisingly, the most common CAM was related to the allowance for loan and lease losses. This CAM appeared in every bank issuer’s opinion and constituted 68% of the total CAMs reported by bank auditors. In addition to the 150 CAMs specific to the allowance, eight CAMs were specific to the disclosure around the pending adoption of the Accounting Standards Update (ASU) 2016-13 (Accounting Standards Codification 326), commonly referred to as current expected credit losses accounting standard.

The second most common CAM topic — business combinations — appeared 35 times across 32 issuers’ opinions. Nearly three-fourths (27) of the business combination CAMs were specific to certain acquired assets and liabilities, most commonly loans and identifiable intangible assets. Six CAMs were more general in nature and covered entire acquisition transactions. Two CAMs were specific to Day 2 acquisition accounting.

Twenty-eight CAMs were outside of the common topics of the allowance, CECL and business combinations. These CAMs spanned topics including goodwill impairment, servicing rights valuations, deferred tax asset valuation allowances, contingencies, level three fair values and revenue recognition, among others (Exhibit 2).

Banking CAM topics

The number and nature of CAMs will vary over time, but the most frequently observed topics appearing in 2019 CAMs will likely always be prevalent in bank audit opinions. As more institutions adopt CECL, the incidence of CECL as a CAM almost certainly will increase.

The prevalence of CAMs related to business combinations likely will be directly related to the level of bank acquisitions that occur in a given period. Other CAM topics such as goodwill impairment, deferred tax asset valuation allowances, and fair value considerations might increase or decrease based on market conditions.