Business Combinations, Goodwill and Intangible Assets | 5. Business Combinations, Goodwill and Intangible Assets During the first quarter of 2017, the Company completed two acquisitions for approximately $6.2 million, net of cash acquired. The acquired businesses are based in New York and the United Kingdom and provide capital advisory and investment banking services to the commercial real estate market. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the remaining unallocated amount recognized as goodwill. The goodwill represents the expected synergies and the Company’s ability to control the assembled workforces of the acquired businesses and approximately $1.8 million is deductible for tax purposes. The Company’s goodwill at September 30, 2018 is summarized as follows (in thousands): Balance at December 31, 2017 $ 8,688 Additions through acquisitions - Foreign currency translation (107 ) Balance at September 30, 2018 $ 8,581 The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. No goodwill impairment test was required for the three-month period ended September 30, 2018. The Company’s intangible assets are summarized as follows: September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in thousands) Intangible assets: Mortgage servicing rights $ 104,642 $ (40,328 ) $ 64,314 $ 92,856 $ (34,373 ) $ 58,483 Other 947 (712 ) 235 959 (605 ) 354 Total intangible assets $ 105,589 $ (41,040 ) $ 64,549 $ 93,815 $ (34,978 ) $ 58,837 The Company’s intangible assets consist of mortgage servicing rights, non-competition agreements and customer relationships. The non-competition agreements and customer relationships intangible assets relate to the acquisitions completed during the first quarter of 2017 and were assigned a five- and one-year useful life, respectively. As of September 30, 2018 and December 31, 2017, the Company serviced $76.0 billion and $69.8 billion, respectively, of commercial loans. The Company earned $8.8 million and $25.7 million in servicing fees for the three and nine months ended September 30, 2018, respectively. The Company earned $7.3 and $21.0 million in servicing fees for the three and nine months ended September 30, 2017, respectively. These revenues are recorded within capital markets services revenues in the consolidated statements of comprehensive income. The total commercial loan servicing portfolio includes loans for which there are no corresponding mortgage servicing rights recorded on the balance sheet, as these servicing rights were assumed prior to the Company’s adoption of ASC 860, Transfers and Servicing The Company stratifies its servicing portfolio based on the type of loan, including life company loans, commercial mortgage backed securities (“CMBS”), Freddie Mac and limited-service life company loans. Changes in the carrying value of mortgage servicing rights for the nine months ended September 30, 2018 and 2017, were as follows (dollars in thousands): Category December 31, 2017 Capitalized Amortized September 30, 2018 Freddie Mac $ 40,468 $ 17,514 $ (9,312 ) $ 48,670 CMBS 13,514 817 (2,664 ) 11,667 Life company 3,833 1,728 (2,070 ) 3,491 Life company – limited 668 161 (343 ) 486 Total $ 58,483 $ 20,220 $ (14,389 ) $ 64,314 Category December 31, 2016 Capitalized Amortized September 30, 2017 Freddie Mac $ 16,234 $ 18,242 $ (3,621 ) $ 30,855 CMBS 16,247 774 (3,006 ) 14,015 Life company 3,567 2,150 (1,860 ) 3,857 Life company – limited 566 376 (269 ) 673 Total $ 36,614 $ 21,542 $ (8,756 ) $ 49,400 Amounts capitalized represent mortgage servicing rights retained upon the sale of originated loans to Federal Home Loan Mortgage Corporation (“Freddie Mac”) and mortgage servicing rights acquired without the exchange of initial consideration. The Company recorded mortgage servicing rights retained upon the sale of originated loans to Freddie Mac of $4.7 million and $17.5 million on $0.9 billion and $4.0 billion of loans, respectively, during the three and nine months ended September 30, 2018, respectively and $6.5 million and $18.2 million on $1.7 billion and $4.3 billion of loans during the three and nine months ended September 30, 2017, respectively. The Company recorded mortgage servicing rights acquired without the exchange of initial consideration on the CMBS and Life company tranches of $0.9 million and $2.7 million on $2.1 billion and $8.1 billion of loans during the three and nine months ended September 30, 2018, respectively and $1.2 million and $3.3 million on $3.5 billion and $9.3 billion of loans during the three and nine months ended September 30, 2017, respectively. The Company also received securitization compensation in relation to the securitization of certain Freddie Mac mortgage servicing rights in the three and nine months ended September 30, 2018 of $2.2 million and $10.3 million, respectively and $3.6 million and $8.6 million for the three and nine months ended September 30, 2017, respectively. The securitization compensation is recorded within interest and other income, net in the consolidated statements of comprehensive income. Amortization expense related to intangible assets was $5.4 million and $14.5 million during the three and nine months ended September 30, 2018, respectively and $3.5 million and $9.1 million during the three and nine months ended September 30, 2017, respectively and is recorded in depreciation and amortization in the consolidated statements of comprehensive income. Estimated amortization expense for the remainder of 2018 and the following five years is as follows (dollars in thousands): Remainder of 2018 $ 3,717 2019 13,008 2020 10,868 2021 9,146 2022 8,113 2023 7,140 The weighted-average life of the mortgage servicing rights intangible asset was 6.7 years at September 30, 2018 |