XML 27 R13.htm IDEA: XBRL DOCUMENT v3.21.1
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2020
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, 2020 and 2019 is as follows (in thousands):  

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

2018

 

 

Acquisition

 

 

Currency

 

 

Impairment

 

 

2019

 

 

Acquisition

 

 

Impairment

 

 

2020

 

Television

 

$

40,549

 

 

 

 

 

 

 

 

 

 

 

$

40,549

 

 

 

 

 

 

 

 

$

40,549

 

Digital

 

 

33,743

 

 

 

 

 

 

(67

)

 

 

(27,714

)

 

 

5,962

 

 

 

12,332

 

 

 

(800

)

 

 

17,494

 

Radio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

74,292

 

 

$

 

 

$

(67

)

 

$

(27,714

)

 

$

46,511

 

 

$

12,332

 

 

$

(800

)

 

$

58,043

 

 

 

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2020 and 2019 is as follows (in thousands):

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

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

 

 

$

67,488

 

 

$

59,726

 

 

$

7,762

 

 

$

67,489

 

 

$

58,338

 

 

$

9,151

 

Customer base

 

 

4

 

 

 

47,052

 

 

 

7,874

 

 

 

39,178

 

 

 

10,045

 

 

 

6,414

 

 

 

3,631

 

Pre-sold advertising contracts and other

 

 

5

 

 

 

38,624

 

 

 

36,152

 

 

 

2,472

 

 

 

39,057

 

 

 

35,067

 

 

 

3,990

 

Total assets subject to amortization:

 

 

 

 

 

$

153,164

 

 

$

103,752

 

 

$

49,412

 

 

$

116,591

 

 

$

99,819

 

 

$

16,772

 

Intangible assets not subject to amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses and spectrum usage rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216,653

 

 

 

 

 

 

 

 

 

 

 

252,544

 

Total intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

$

266,065

 

 

 

 

 

 

 

 

 

 

$

269,316

 

 

The aggregate amount of amortization expense for the years ended December 31, 2020, 2019 and 2018 was approximately $4.0 million, $6.0 million and $6.1 million, respectively. Estimated amortization expense for the next five years and thereafter is as follows (in thousands):

 

Estimated Amortization Expense

 

Amount

 

2021

 

$

5,874

 

2022

 

 

5,419

 

2023

 

 

5,229

 

2024

 

 

4,339

 

2025

 

 

3,255

 

Thereafter

 

 

25,296

 

Total

 

$

49,412

 

 

Impairment

The Company has identified each of its three operating segments to be separate reporting units: television, radio, and digital. 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 recorded impairment charges of goodwill in its digital reporting unit totaling $27.7 million during the year ended December 31, 2019. In addition, the Company recorded impairment charges of FCC licenses in its television and radio reporting units in the amount of $4.0 million and $0.2 million, respectively, during the year ended December 31, 2019.

Due to the continuing economic crisis resulting from the COVID-19 pandemic, the Company experienced a decline in performance across all its reporting units beginning late in the first quarter of 2020. Additionally,  the digital reporting unit was already facing declining results prior to the onset of the pandemic, caused by continuing competitive pressures and rapid changes in the digital advertising industry, which then further accelerated late in the first quarter of 2020 as a result of the economic crisis brought about from the pandemic. The results of the television and radio reporting units prior to the onset of the pandemic and the resulting economic crisis were exceeding internal budgets, driven in large part by political advertising revenue, but declined sharply in the last few weeks of the first quarter of 2020.  As a result, the Company updated its internal forecasts of future performance and determined that triggering events had occurred during the first quarter of 2020 that required interim impairment assessments. As a result of the interim impairment assessment, the Company concluded that the digital reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $0.8 million in the first quarter of 2020. The Company determined that no triggering events had occurred during the second or third quarters of 2020 that required interim impairment assessments.

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, 2020, there was $40.5 million of goodwill in the television reporting unit.

Based on the assumptions and estimates in Note 2 above, the television reporting unit fair value exceeded its carrying value by 19%, resulting in no impairment charge in 2020. 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 5%.  If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 3%.

As of the annual goodwill testing date, October 1, 2020, there was $5.2 million of goodwill in the digital reporting unit. The fair value of the digital reporting unit exceeded its carrying value by 20%, resulting in no impairment charge in the fourth quarter of 2020. 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 1%, the fair value of the digital reporting unit would decrease by 5%.  If the long term projected growth rate were to decrease by 0.5%, the fair value of the digital reporting unit would decrease by 1%.

 

The Company did not have any goodwill in its radio reporting unit at December 31, 2020 and 2019.

 

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 2020 and 2019. 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.

During the first quarter of 2020 the Company conducted a review of certain of the indefinite life intangible assets in its television and radio reporting units. Based on the assumptions and estimates described above, the carrying values of certain FCC licenses exceeded their fair values. As a result, the Company recorded impairment charges of FCC licenses in its television and radio reporting units in the amount of $23.5 million and $8.8 million, respectively in the first quarter of 2020. Additionally, during the annual testing date, October 1, 2020, the Company noted that the carrying value of two radio FCC license exceeded their fair value. As a result, the Company recorded an impairment charge in the amount of $0.2 million.

During the first quarter of 2020 the Company conducted a review of certain long-lived assets using a two-step approach. In the first step, the carrying value of the asset group is compared to the projected undiscounted cash flows to determine recoverability.  If the asset carrying value is not recoverable, then the fair value of the asset group is determined in the second step using an income approach. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and useful lives. Based on the assumptions and estimates described above, the carrying values of long-lived assets in the digital reporting unit exceeded their fair values. As a result, the Company recorded impairment charges related to Intangibles subject to amortization of $5.3 million, and property and equipment of $1.5 million, in the first quarter of 2020. No impairment charges related to Intangibles subject to amortization were recorded during the remainder of 2020.

At the Company’s impairment testing date of October 1, 2020 and at December 31, 2020, the book value of net assets exceeded the market capitalization of the Company. During times of stock price volatility, significant judgment must be applied to determine whether stock price changes are a short term swing or a longer-term trend. The Company performed an annual test of its goodwill and indefinite life intangible assets as of October 1, 2020, and concluded that the recorded values were not impaired based on the analysis. The key assumptions used in this analysis were: (a) the Company’s assets are still producing operating income and (b) the fair value of its existing assets, based on the Company’s analysis, remains sufficient to support the carrying value of the related assets including goodwill. There were no events that occurred subsequent to the annual impairment testing date that suggest that it is more likely than not that the fair value of any of the Company’s reporting units or indefinite life intangible assets are less than the respective carrying amounts.