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Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2014
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2014 and 2013 is as follows (in thousands):

 

 

  

December 31,

 

  

 

 

  

 

 

December 31,

 

 

  

2013

 

  

Acquisition

 

  

Impairment

 

2014

 

Television

  

$

35,912

  

  

$

  

  $

 

$

35,912

  

Radio

  

 

735

  

  

 

  

  

(735)

 

 

  

Digital

  

 

  

  

 

14,169

  

  

 

 

14,169

  

Consolidated

  

$

36,647

  

  

$

14,169

  

  $

(735)

 

$

50,081

  

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2014 and 2013 is as follows (in thousands):

 

 

  

 

 

  

2014

 

  

2013

 

 

  

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

  

 

7

  

  

$

65,089

  

  

$

48,851

  

  

$

16,238

  

  

$

65,089

  

  

$

46,530

  

  

$

18,559

  

Customer base

  

 

3

  

  

 

3,146

  

  

 

935

  

  

 

2,211

  

  

 

746

  

  

 

473

  

  

 

273

  

Other

  

 

11

  

  

 

26,655

  

  

 

24,911

  

  

 

1,744

  

  

 

25,655

  

  

 

24,675

  

  

 

980

  

Total intangible assets subject to amortization

  

 

 

 

  

$

94,890

  

  

$

74,697

  

  

 

20,193

  

  

$

91,490

  

  

$

71,678

  

  

 

19,812

  

Intangible assets not subject to amortization:

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

FCC licenses

  

 

 

 

  

 

 

 

  

 

 

 

  

 

220,701

  

  

 

 

 

  

 

 

 

  

 

220,701

  

Total intangible assets

  

 

 

 

  

 

 

 

  

 

 

 

  

$

240,894

  

  

 

 

 

  

 

 

 

  

$

240,513

  

 

The aggregate amount of amortization expense for the years ended December 31, 2014, 2013 and 2012 was approximately $3.0 million, $2.5 million and $2.7 million, respectively. Estimated amortization expense for each of the years ended December 31, 2015 through 2019 is as follows (in thousands):

 

Estimated Amortization Expense

  

Amount

 

2015

  

$

3,500

  

2016

  

 

3,500

  

2017

  

 

3,100

  

2018

  

 

2,500

  

2019

  

 

2,400

  

Impairment

The Company has identified each of its three operating segments to be separate reporting units: television broadcasting, radio broadcasting, and digital media. 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.

2014

The Company conducted a review of the fair value of the radio reporting unit in 2014. The fair value of each reporting unit was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. 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 in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the radio reporting unit carrying value exceeded its fair value 2014. As a result, the Company recognized an impairment loss of $0.7 million relating to the radio reporting unit goodwill for the year ended December 31, 2014 so we do not have any goodwill in our radio reporting unit at December 31, 2014.

The Company also conducted a review of the television reporting unit.  The Company performed a qualitative assessment and determined that it is more likely than not that its fair value is greater than its carrying amount.  As such, the two-step impairment test was unnecessary and no impairment of goodwill of the television reporting unit was recorded.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2014. 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 in the television and radio industries. 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 in the television and radio industries. 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. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses for the year ended December 31, 2014.

2013

The Company conducted a review of the fair value of the television and radio reporting units in 2013. The fair value of each reporting unit was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. 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 in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the television reporting unit fair value was greater than its carrying value. As a result, the television reporting unit passed the first step of the goodwill impairment test and no impairment of goodwill relating to the television reporting unit was recorded for the year ended December 31, 2013. Based on the assumptions and projections, the television and radio reporting unit fair values were both greater than their respective carrying values in 2013. As a result, the Company passed the first step of the goodwill impairment test for both reporting units and no impairment of goodwill was recorded for the year ended December 31, 2013.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2013. 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 in the television and radio industries. 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 in the television and radio industries. 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. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses for the year ended December 31, 2013.