XML 27 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

5. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2021 and 2020 is as follows (in thousands):

 

 

 

December 31,

 

 

 

 

 

 

 

 

December 31,

 

 

Purchase Price

 

 

 

 

 

December 31,

 

 

 

2019

 

 

Acquisitions

 

 

Impairment

 

 

2020

 

 

Adjustments

 

 

Acquisitions

 

 

2021

 

Digital

 

$

5,962

 

 

$

12,332

 

 

$

(800

)

 

$

17,494

 

 

$

(1,822

)

 

$

15,487

 

 

$

31,159

 

Television

 

 

40,549

 

 

 

 

 

 

 

 

 

40,549

 

 

 

 

 

 

 

 

 

40,549

 

Audio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

46,511

 

 

$

12,332

 

 

$

(800

)

 

$

58,043

 

 

$

(1,822

)

 

$

15,487

 

 

$

71,708

 

 

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2021 and 2020 is as follows (in thousands):

 

 

 

 

 

 

2021

 

 

2020

 

 

 

Weighted average remaining life in years

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net Carrying Amount

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Television network affiliation agreements

 

 

6

 

 

$

60,043

 

 

$

53,668

 

 

$

6,375

 

 

$

67,488

 

 

$

59,726

 

 

$

7,762

 

Customer base

 

 

8

 

 

 

74,512

 

 

 

20,557

 

 

 

53,955

 

 

 

47,052

 

 

 

7,874

 

 

 

39,178

 

Pre-sold advertising contracts and other

 

 

6

 

 

 

34,166

 

 

 

30,462

 

 

 

3,704

 

 

 

38,624

 

 

 

36,152

 

 

 

2,472

 

Total assets subject to amortization:

 

 

 

 

$

168,721

 

 

$

104,687

 

 

$

64,034

 

 

$

153,164

 

 

$

103,752

 

 

$

49,412

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses and spectrum usage rights

 

 

 

 

 

 

 

 

 

 

 

209,053

 

 

 

 

 

 

 

 

 

216,653

 

Total intangible assets

 

 

 

 

 

 

 

 

 

 

$

273,087

 

 

 

 

 

 

 

 

$

266,065

 

 

The aggregate amount of amortization expense for the years ended December 31, 2021, 2020 and 2019 was approximately $8.9 million, $4.0 million and $6.0 million, respectively. Estimated amortization expense for the next five years and thereafter is as follows (in thousands):

 

Estimated Amortization Expense

 

Amount

 

2022

 

$

10,180

 

2023

 

 

9,650

 

2024

 

 

8,986

 

2025

 

 

7,531

 

2026

 

 

6,670

 

Thereafter

 

 

21,017

 

Total

 

$

64,034

 

 

Impairment

The Company has identified each of its three operating segments to be separate reporting units: digital, television, and audio (formerly radio). The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units.

Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

The Company conducted its annual review of the fair value of the digital reporting unit. As of the annual goodwill testing date, October 1, 2021, there was $28.2 million of goodwill in the digital reporting unit. Based on the assumptions and estimates in Note 2, the fair value of the digital reporting unit exceeded its carrying value by 237%, resulting in no impairment charge. The calculation of the fair value of the digital reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 1%, the fair value of the digital reporting unit would decrease by 8%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the digital reporting unit would decrease by 2%.

During the year ended December 31, 2020, the Company concluded that the digital reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $0.8 million.

The Company also conducted its annual review of the fair value of the television reporting unit. As of the annual goodwill testing date, October 1, 2021, there was $40.5 million of goodwill in the television reporting unit. Based on the assumptions and estimates in Note 2, the television reporting unit fair value exceeded its carrying value by 44%, resulting in no impairment charge in 2021. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth

rate. If that discount rate were to increase by 0.5%, the fair value of the television reporting unit would decrease by 6%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 4%.

The Company did not have any goodwill in its audio reporting unit at December 31, 2021 and 2020.

 

Uncertain economic conditions, fiscal policy and other factors beyond the Company’s control potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such uncertain economic conditions could also have an adverse effect on the fundamentals of the business and results of operations, which would affect the internal forecasts about future performance and terminal value estimates. Furthermore, such uncertain economic conditions could have a negative impact on the digital advertising industry in general or the industries of those customers who advertise with the digital reporting unit, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of the historical and projected advertising revenue. The activities of competitors could have an adverse effect on the internal forecasts about future performance and terminal value estimates. Changes in technology or audience preferences, including increased competition from other forms of advertising-based mediums, could have an adverse effect on the internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that the Company identifies from time to time in its SEC reports could have an adverse effect on the internal forecasts about future performance, terminal value estimates and transaction premiums.

There can be no assurance that the estimates and assumptions made for the purpose of the Company’s goodwill impairment testing will prove to be accurate predictions of the future. If the assumptions regarding internal forecasts of future performance of the reporting unit are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, the Company may be required to record goodwill impairment charges in future periods. It is not possible at this time to determine if any such future change in the Company’s assumptions would have an adverse impact on the valuation models and result in impairment, or if it does, whether such impairment charge would be material.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2021 and 2020. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. The carrying value of one radio FCC license exceeded its fair value. As a result, the Company incurred an impairment charge of FCC licenses in its audio reporting unit in the amount of $0.1 million for the year ended December 31, 2021.

For the year ended December 31, 2020, the Company recorded impairment charges of FCC licenses in its television and audio reporting units in the amount of $23.5 million and $9.0 million, respectively.

For the year ended December 31, 2021, the Company recorded an impairment charge related to Intangibles subject to amortization of $1.3 million in its digital reporting unit to reflect the termination effective in June 2022 of an agreement with a media company for which we act as commercial partner. In addition, during the year ended December 31, 2021, the Company recorded an impairment charge related to Intangibles subject to amortization of $0.3 million and $1.3 million in its television and audio reporting units, respectively, to reflect the fair market value of assets held for sale.

For the year ended December 31, 2020, the Company recorded impairment charges related to Intangibles subject to amortization of $5.3 million, and property and equipment of $1.5 million.