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INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended
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Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract] |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL (A) Indefinite-Lived Intangibles Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of the reporting unit or the intangible asset, then a charge is recorded to the results of operations. The Company uses qualitative and quantitative approaches when testing goodwill for impairment. The Company performs a qualitative evaluation of events and circumstances impacting each reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company performs quantitative goodwill impairment tests for reporting units annually. The Company may only write down the carrying value of its indefinite-lived intangibles. The Company is not permitted to increase the carrying value if the fair value of these assets subsequently increases. The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 3, Acquisitions and Dispositions, and Note 20, Assets Held for Sale, for additional information.
|  | As of December 31,
Broadcasting Licenses Carrying Amount |  | 2023 |  | 2022
|  | (amounts in thousands)
Broadcasting licenses balance as of January 1, |  | $ | 2,089,226 |  |  | $ | 2,251,546 |
Disposition of radio stations (see Note 3) |  | (4,956) |  |  | (4,377) |
Acquisitions (see Note 3) |  | — |  |  | 2,002 |
Loss on impairment (See Note 12) |  | (1,289,499) |  |  | (159,089) |
Assets held for sale (see Note 20) |  | — |  |  | (856) |
Ending period balance |  | $ | 794,771 |  |  | $ | 2,089,226 |
The following table presents the changes in goodwill. Refer to Note 3, Acquisitions and Dispositions, for additional information.
|  | As of December 31,
Goodwill Carrying Amount |  | 2023 |  | 2022
|  | (amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1, |  | $ | 1,062,588 |  |  | $ | 1,062,723 |
Accumulated loss on impairment as of January 1, |  | (998,673) |  |  | (980,547) |
Goodwill beginning balance after cumulative loss on impairment as of January 1, |  | 63,915 |  |  | 82,176 |
Loss on impairment (see Note 12) |  | — |  |  | (18,126) |
Measurement period adjustments to acquired goodwill |  | — |  |  | (135) |
Ending period balance |  | $ | 63,915 |  |  | $ | 63,915 |
Goodwill, net of cumulative loss on impairment |  |  |  |
Goodwill balance before cumulative loss on impairment as of December 31, |  | $ | 1,062,588 |  |  | $ | 1,062,588 |
Accumulated loss on impairment as of December 31, |  | (998,673) |  |  | (998,673) |
Goodwill ending balance as of December 31, |  | $ | 63,915 |  |  | $ | 63,915 |
Interim Impairment Assessment In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, management considers several factors in determining whether it is more likely than not that the carrying value of the Company’s broadcasting licenses or goodwill exceeds the fair value of the Company’s broadcasting licenses or goodwill. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which the Company operates, an increased competitive environment, a change in the market for the Company’s products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of the Company’s net assets; and (vii) a sustained decrease in the Company’s share price. The Company evaluates the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of the Company’s broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances. Based on this qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, the Company performs a quantitative impairment test. At a minimum, the Company performs quantitative goodwill impairments for reporting units annually. Methodology - Broadcasting License Impairment Assessments Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values. The methodology used by the Company in determining its key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value. The Company evaluates whether the facts and circumstances and available information resulted in the need for an impairment assessment for its FCC broadcasting licenses. The Company completes these interim impairment analyses to assess its broadcasting licenses at the market level using the Greenfield method. Broadcasting Licenses Impairment Assessment Results In the second quarter of 2023, the Company determined that there was a need for an impairment assessment based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price. As a result of this second quarter assessment, the Company concluded that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $124.8 million ($91.5 million, net of tax) in the second quarter of 2023. During the third quarter of 2023, the Company determined that there was a need for an impairment assessment based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in market data used to derive the forecasts of future performance. As a result of this third quarter assessment, the Company concluded that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $265.8 million ($194.9 million, net of tax) in the third quarter of 2023. During the fourth quarter of 2023, the Company determined that continued deterioration in its financial performance, the finalization of its enterprise-wide forecast in anticipation of an imminent bankruptcy filing, near final negotiation with its lenders, and deterioration in radio and broadcast market valuations indicated that incremental risk existed related to its ability to meet its forecasts supporting its broadcast license assets. This risk was reflected primarily in reductions in its long-term growth rate and a further increase in the company specific risk included in the weighted average cost of capital. The Company performed an annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain markets and, accordingly, recorded an impairment loss of $898.9 million ($659.2 million, net of tax) in fourth quarter of 2023. In 2022, the Company evaluated whether the facts and circumstances and available information resulted in the need for an impairment assessment for its FCC broadcasting licenses, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its broadcasting licenses at the market level. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $159.1 million ($116.7 million, net of tax) in the third quarter of 2022. During the fourth quarter of 2022, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company’s markets and, accordingly, no impairment was recorded. Estimates and Assumptions – Broadcasting Licenses The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year.
| Estimates and Assumptions |  |  |
| Fourth Quarter 2023 |  | Third Quarter 2023 |  | Second Quarter 2023 |  | Fourth Quarter 2022 |  | Third Quarter 2022 |  |  |
Discount rate | 15.00 | % |  | 10.00 | % |  | 9.50 | % |  | 9.50 | % |  | 9.50 | % |  |  |
Operating profit margin ranges for average stations in markets where the Company operates | 15% to 31% |  | 18% to 32% |  | 18% to 32% |  | 18% to 33% |  | 20% to 33% |  |  |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | (2.5)% to 0% |  | (2.0)% to 0% |  | 0% to 1% |  | 0.0% to 0.6% |  | 0.0% to 0.6% |  |  |
The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its broadcasting licenses. These estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. Methodology - Goodwill Impairment Assessments The Company used an income approach in computing the fair value of the Company's goodwill. This approach utilized a discounted cash flow method by projecting the Company’s income over a specified time and capitalizing at an appropriate market rate to arrive at an indication of the most probable selling price. Potential impairment is identified by comparing the fair value of the Company's reporting unit to its carrying value, including goodwill. Cash flow projections for the reporting unit include significant judgments and assumptions relating to projected operating profit margin (including revenue and expense growth rates) and the discount rate. Management believes that this approach is commonly used and is an appropriate methodology for valuing the Company. Factors contributing to the determination of the Company’s operating performance were historical performance and/or management’s estimates of future performance. Potential impairment is identified by comparing the fair value of each reporting unit to its carrying value. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The cash flow projections for the reporting units include significant judgments and assumptions relating to the revenue, operating expenses, projected operating profit margins, and the discount rate. Changes in the Company's estimates of the fair value of these assets could result in material future period write-downs of the carrying value of the Company's goodwill. Goodwill Impairment Assessment Results During the second quarter and third quarters of 2023, the Company evaluated whether the facts and circumstances and available information resulted in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted. The Company completed interim impairment assessments for its goodwill at the podcast reporting unit for the second quarter and third quarter periods. As a result of these interim impairment assessments, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment loss was recorded. During the fourth quarter of 2023, the Company performed its annual goodwill impairment assessment. As a result of this annual impairment assessment, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment loss was recorded. During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information resulted in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its goodwill at the podcast reporting unit and the QLGG reporting unit. As a result of this interim impairment assessment, the Company determined that the fair value of its QLGG reporting unit was less than the amount reflected in the balance sheet and, accordingly, recorded an impairment loss of $18.1 million. As a result of this impairment assessment, the Company no longer has any goodwill attributable to the QLGG reporting unit. During the fourth quarter of 2022, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. Our remaining goodwill as of December 31, 2023 is limited to the goodwill acquired in the 2019 acquisitions of Cadence13 and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit and the 2021 acquisition of AmperWave which was not significant. At December 1, 2023 our annual impairment date, the podcast reporting unit fair value approximated its carrying value. Estimates and Assumptions - Goodwill The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments of each year:
Estimates and Assumptions |  |  |  | Fourth Quarter 2023 |  | Third Quarter 2023 |  | Second Quarter 2023 |  | Fourth Quarter 2022 |  | Third Quarter 2022 |  |  |  |  |  |
Discount rate - podcast reporting unit |  |  |  | 16.0 | % |  | 11.5 | % |  | 11.5 | % |  | 11.0 | % |  | 11.0 | % |  |  |  |  |  |
Discount rate - QLGG reporting unit |  |  |  | not applicable |  | not applicable |  | not applicable |  | not applicable |  | 13.0 | % |  |  |  |  |  |
If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges on its goodwill, which could be material, in future periods. (B) Definite-Lived Intangibles The Company has definite-lived intangible assets that consist of advertiser lists and customer relationships, deferred contracts and acquired advertising contracts. These assets are amortized over the period for which the assets are expected to contribute to the Company’s future cash flows and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For 2023 and 2022, the Company reviewed the carrying value and the useful lives of these assets and determined they were appropriate. The following tables set forth the Company's definite-lived intangibles which are recorded in Software, net and Other assets on the balance sheet: (i) a listing of the assets comprising definite-lived assets; (ii) the amount of amortization expense for definite-lived intangible assets; and (iii) the Company’s estimate of amortization expense for definite-lived intangible assets in future periods. The table below presents software and other intangible assets carried on the Company's consolidated balance sheet:
| Definite-Lived Intangibles |  |
| As of December 31, 2023 |  | As of December 31, 2022 |  |
| Asset |  | Accumulated Amortization |  | Net |  | Asset |  | Accumulated Amortization |  | Net |  | Period Of Amortization
| (amounts in thousands) |  |
Deferred contracts(1) | $ | 1,253 |  |  | $ | 1,253 |  |  | $ | — |  |  | $ | 1,362 |  |  | $ | 1,362 |  |  | $ | — |  |  | Term of contract
Software costs | 218,190 |  |  | 89,062 |  |  | 129,128 |  |  | 200,273 |  |  | 48,444 |  |  | 151,829 |  |  | 3 to 7 years
Advertiser lists and customer relationships (1) | 31,674 |  |  | 31,652 |  |  | 22 |  |  | 31,674 |  |  | 30,973 |  |  | 701 |  |  | 3 to 5 years
Other definite-lived assets(1) | 26,762 |  |  | 16,278 |  |  | 10,484 |  |  | 26,761 |  |  | 15,095 |  |  | 11,666 |  |  | Term of contract
Total definite-lived intangibles | $ | 277,879 |  |  | $ | 138,245 |  |  | $ | 139,634 |  |  | $ | 260,070 |  |  | $ | 95,874 |  |  | $ | 164,196 |  |  |
(1)Deferred contracts, advertiser list and customer relationships and other definite-lived assets are recorded in Other assets on the balance sheet. The following table presents the various categories of amortization expense:
|  | Year Ended December 31,
Amortization Expense |  | 2023 |  | 2022 |
|  | (amounts in thousands)
Software Costs |  | $ | 40,639 |  |  | $ | 24,888 |  |
Definite-lived assets |  | 2,004 |  |  | 7,798 |  |
Total |  | $ | 42,643 |  |  | $ | 32,686 |  |
The following table presents the Company’s estimate of amortization expense, for each of the five succeeding years for: (i) software costs; and (ii) definite-lived assets:
Future Amortization Expense |  | Definite-Lived Assets
Years ending December 31, |  |
2024 |  | $ | 55,584 |
2025 |  | 44,552 |
2026 |  | 21,880 |
2027 |  | 7,015 |
2028 |  | 4,402 |
Thereafter |  | 6,201 |
Total |  | $ | 139,634 |

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