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Intangible Assets and Goodwill
12 Months Ended
Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangibles Assets and Goodwill

10. INTANGIBLE ASSETS AND GOODWILL

As of December 31, 2021 and 2020, intangible assets consisted of the following:

 

 

December 31, 2021

 

 

December 31, 2020

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

    FCC Licenses

 

$

63,266

 

 

$

63,266

 

    Trade Name

 

 

733

 

 

 

733

 

    Goodwill

 

 

13,102

 

 

 

13,102

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

    Programming Contract

 

 

 

 

 

220

 

    Customer List

 

 

929

 

 

 

1,896

 

Total

 

$

78,030

 

 

$

79,217

 

In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company reviews goodwill and other intangibles at least annually for impairment. In connection with any such review, if the recorded value of goodwill and other intangibles is greater than its fair value, the intangibles are written down and charged to results of operations. FCC licenses are renewed every eight years at a nominal cost, and historically both of our FCC licenses have been renewed at the end of their respective eight-year periods. Since we expect that both of our FCC licenses will continue to be renewed in the future, we believe they have indefinite lives. Given that our radio stations operate in the same geographic market they are considered a single unit of accounting. The trade name is an indefinite-lived intangible asset based on our intention to renew it when legally required and to utilize it going forward.

Impairment Testing

The Company generally performs its annual impairment review of indefinite-lived intangibles as of October 1 each year. At the time of each impairment review, if the fair value of the indefinite-lived intangible is less than its carrying value, a charge is recorded to results of operations. When indicators of impairment are present, the Company will perform an interim impairment test. We will perform additional interim impairment assessments whenever triggering events suggest such testing for the recoverability of these assets is warranted. During the years ended December 31, 2021, and 2020, the Company did not record any impairment losses.

Valuation of Indefinite-lived Broadcasting Licenses

Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license.

Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration the current economic conditions. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting.

Below are some of the key assumptions used in our income method annual impairment assessments. The long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.

 

 

October 1, 2021

 

 

October 1, 2020

 

Discount Rate

 

12.1%

 

 

12.4%

 

Long-term Revenue Growth Rate

 

1.3%

 

 

1.0%

 

Mature Market Share

 

9.2%

 

 

9.4%

 

Operating Profit Margin

 

24.2-29.0%

 

 

26.6-29.5%

 

 

As of both December 31, 2021 and December 31 2020, the carrying amount of the Company’s FCC licenses was $63.3 million.

Valuation of Trade Name

As a result of the Fairway Acquisition, the Company acquired the trade name ‘Fairway’. The trade name is well known in the industry and is being retained for continued market use following the acquisition. This trade name favorably factors into customer purchasing decisions. For the purchase price allocation, the trade name was valued using the relief from royalty method. This method is based on what a company would be willing to pay for a royalty in order to exploit the related benefits of the trade name. The value of the trade name is determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name. The valuation assigned to the trade name as a result of the purchase price accounting was $0.7 million. We assess the trade name annually for impairment on October 1 of each year along with our other indefinite-lived intangibles.

Valuation of Goodwill

As a result of the Fairway Acquisition during 2019, the Company recorded $13.1 million of goodwill which accounts for all goodwill on the consolidated balance sheet as of December 31, 2021 and is part of the Outdoor Advertising segment. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. We perform this assessment annually as of October 1.

When performing a quantitative assessment for impairment, the Company uses a market approach to determine the fair value of the reporting unit. Management determines the fair value for the reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. Management believes this methodology for valuing outdoor advertising businesses is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company recognizes an impairment charge equal to the difference in the statement of operations.

Definite-lived Intangibles

The following table presents the weighted-average remaining useful life at December 31, 2021 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at December 31, 2021 and 2020:

 

 

 

 

 

 

 

December 31, 2021

 

 

December 31, 2020

 

 

 

Weighted

Average

Remaining

Useful Life

(in years)

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Programming Contract

 

 

 

 

$

2,154

 

 

$

2,154

 

 

$

 

 

$

2,154

 

 

$

1,934

 

 

$

220

 

Customer List

 

 

1.0

 

 

 

2,906

 

 

 

1,977

 

 

 

929

 

 

 

2,906

 

 

 

1,010

 

 

 

1,896

 

Total

 

 

 

 

 

$

5,060

 

 

$

4,131

 

 

$

929

 

 

$

5,060

 

 

$

2,944

 

 

$

2,116

 

The customer list was acquired as part of the Fairway Acquisition on December 13, 2019 and was valued as part of the purchase price allocation performed at closing. Customer relationships represent a source of repeat business. The information contained in such relationships usually includes the preferences of the customer, the buying patterns of the customer, and the history of purchases that have been made by the customer. In calculating the value of Fairway Outdoors’ customer relationships, we employed the multiperiod excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. This methodology resulted in a valuation of $2.9 million. A useful life of three years was assigned to the customer list.

Total amortization expense from definite-lived intangibles for the years ended December 31, 2021, and 2020, was $1.2 million and $1.3 million, respectively. The Company estimates amortization expense of $0.9 million for the year ended December 31, 2022 and none thereafter.