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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2023
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, 2023 and 2022 is as follows (in thousands):

 

 

 

December 31,

 

 

Purchase Price

 

 

Additions From

 

 

December 31,

 

 

Purchase Price

 

 

Additions From

 

 

December 31,

 

 

 

2021

 

 

Adjustments

 

 

VIEs

 

 

2022

 

 

Adjustments

 

 

Acquisitions

 

 

2023

 

Digital

 

$

31,159

 

 

$

1,907

 

 

$

13,376

 

 

$

46,442

 

 

$

201

 

 

$

3,480

 

 

$

50,123

 

Television

 

 

40,549

 

 

 

 

 

 

 

 

 

40,549

 

 

 

 

 

 

 

 

 

40,549

 

Audio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

71,708

 

 

$

1,907

 

 

$

13,376

 

 

$

86,991

 

 

$

201

 

 

$

3,480

 

 

$

90,672

 

 

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2023 and 2022 is as follows (in thousands):

 

 

 

 

 

 

2023

 

 

2022

 

 

 

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

 

 

4

 

 

$

60,043

 

 

$

(55,845

)

 

$

4,198

 

 

$

60,043

 

 

$

(54,755

)

 

$

5,288

 

Customer base

 

 

6

 

 

 

70,056

 

 

 

(26,652

)

 

 

43,404

 

 

 

68,276

 

 

 

(17,378

)

 

 

50,898

 

Pre-sold advertising contracts and other

 

 

4

 

 

 

9,653

 

 

 

(5,471

)

 

 

4,182

 

 

 

9,484

 

 

 

(3,859

)

 

 

5,625

 

Total assets subject to amortization:

 

 

 

 

$

139,752

 

 

$

(87,968

)

 

$

51,784

 

 

$

137,803

 

 

$

(75,992

)

 

$

61,811

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses and spectrum usage rights

 

 

 

 

 

 

 

 

 

 

 

195,174

 

 

 

 

 

 

 

 

 

207,453

 

Total intangible assets

 

 

 

 

 

 

 

 

 

 

$

246,958

 

 

 

 

 

 

 

 

$

269,264

 

 

The aggregate amount of amortization expense for the years ended December 31, 2023, 2022 and 2021 was approximately $12.6 million, $10.7 million and $8.9 million, respectively. Estimated amortization expense for the next five years and thereafter is as follows (in thousands):

 

Estimated Amortization Expense

 

Amount

 

2024

 

$

11,862

 

2025

 

 

11,226

 

2026

 

 

7,017

 

2027

 

 

5,882

 

2028

 

 

5,602

 

Thereafter

 

 

10,195

 

Total

 

$

51,784

 

 

Impairment

The Company has identified each of its three operating segments to be separate reporting units: digital, television, and audio. 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, 2023, there was $50.1 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 28%, resulting in no impairment charge for the year ended December 31, 2023. 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 0.5%, the fair value of the digital reporting unit would decrease by 2%. If the long term projected growth rate were to decrease by 1%, the fair value of the digital reporting unit would decrease by 1%.

As discussed in Note 19, on March 4, 2024, the Company received a communication from Meta that it intends to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company's, by July 1, 2024. For the fiscal years ended December 31, 2023 and 2022, ASP revenue from Meta represented approximately 53% and 49%, respectively, of the Company's consolidated revenue, and 63% and 63%, respectively, of the Company's digital segment revenue. As a result of this significant loss of revenue in the Company's digital segment, the Company is in the process of evaluating the potential impact of this subsequent event and expects there is a reasonable possibility that there will be a material change to the value of this asset.

During the years ended December 31, 2022 and 2021, the Company concluded that the digital reporting unit fair value exceeded its carrying value, resulting in no impairment charge.

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, 2023, 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 36%, resulting in no impairment charge for the year ended December 31, 2023. 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 2%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 2%.

During the years ended December 31, 2022 and 2021, the Company concluded that the television reporting unit fair value exceeded its carrying value, resulting in no impairment charge.

The Company did not have any goodwill in its audio reporting unit at December 31, 2023 and 2022.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2023 and 2022. 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.

As a result of this impairment analysis, taking into consideration the foregoing factors, the Company recorded the following impairment charges:

For the year ended December 31, 2023, the Company recorded:
impairment charges of FCC licenses in its audio reporting unit in the amount of $12.3 million;
impairment charge related to Intangibles subject to amortization of $1.0 million in its digital reporting unit to reflect the termination of an agreement with a media company for which we act as commercial partner;
For the year ended December 31, 2022, the Company recorded impairment charges of FCC licenses in its television and audio reporting units in the amount of $0.9 million and $0.7 million, respectively.
For the year ended December 31, 2021, the Company recorded:
impairment charges of FCC licenses in its audio reporting unit in the amount of $0.1 million;
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;
impairment charges 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.