XML 39 R23.htm IDEA: XBRL DOCUMENT v3.25.1
GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS
13. GOODWILL AND OTHER INTANGIBLE ASSETS
Impairment Assessment
In accordance with ASC 350, "Intangibles – Goodwill and Other", (“ASC 350”), the Company does not amortize its radio broadcasting licenses, TV One Trade Name or goodwill. Instead, the Company performs a test for impairment annually across all reporting units, TV One Trade Name and radio broadcasting licenses, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred. For goodwill, the Company’s individual radio markets within the Radio Market reporting unit and each of the other three business segments represent a reporting unit. Other intangible assets, except for unamortized trade names, continue to be amortized on a straight-line basis over their useful lives. The Company evaluates amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value.
The Company performs an annual impairment assessment as of October 1 of each year. The Company identified interim triggering events which led to performing interim impairment assessments during the year, including the most recent qualitative interim testing performed as of December 31, 2024.
Radio Broadcasting Licenses
The Company’s total radio broadcasting licenses carrying value is approximately $257.8 million as of December 31, 2024.
The table below presents the changes in the Company’s radio broadcasting licenses during 2024 and 2023:
Total
(in thousands)
Balance at January 1, 2023$488,419 
Acquisitions23,431 
Disposals(7,276)
Impairment charges(129,278)
Balance at December 31, 2023$375,296 
Acquisitions(a)
955 
Disposals— 
Impairment charges(118,492)
Balance at December 31, 2024$257,759 
(a) Measurement period adjustment related to the CMG Acquisition and addition from the La Mega transaction as defined in Note 11 - Acquisitions And Dispositions of the Company's consolidated financial statements.
For the years ended December 31, 2024 and 2023, the Company recorded impairment losses against radio broadcasting licenses, of approximately $118.5 million and $129.3 million, respectively, which are included within the impairment of goodwill and intangible assets in the consolidated statements of operations.
The Company’s licenses expire at various dates beginning October 1, 2027 through August 1, 2030. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of eight years. The FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, the Company’s licenses have been renewed for a full eight-year terms without any conditions or sanctions; however, there can be no assurance that the licenses of each of the Company’s stations will be renewed for a full term without conditions or sanctions.
During the three months ended June 30, 2024, the Company performed an interim quantitative impairment assessment for radio broadcasting licenses in all radio markets and recognized an impairment loss of approximately $80.8 million associated with radio broadcasting licenses in nine radio markets. The primary factor leading to the impairments was a decline in the projected gross market revenues.
During the three months ended September 30, 2024, the Company performed an interim quantitative impairment assessment for radio broadcasting licenses in all radio markets and recognized an impairment loss of approximately $37.7 million associated with radio broadcasting licenses in nine radio markets. The primary factor leading to the impairments was a decline in the projected gross market revenues and an increase in the discount rate.
As of October 1, 2024, the Company performed a quantitative assessment for broadcasting licenses in all radio markets as part of the annual impairment assessment to determine if any impairment occurred. The Company concluded no other impairment was present.
When evaluating the Company’s radio broadcasting licenses for impairment, the assessment is done at the accounting unit level. In the Company’s case, each unit of accounting is a cluster of radio stations in one of the Company’s geographical markets. To determine the fair value of the radio broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). Over time, it is assumed the operation acquires other assets such as advertising and programming contracts, employment agreements and going concern value, and matures into an average performing operation in a specific radio market.
The Company’s methodology for valuing radio broadcasting licenses has been consistent for all periods presented. Below are some of the key assumptions used in the income approach for estimating the radio broadcasting license fair values for the annual impairment assessment performed and interim impairment assessment where an impairment charge was recorded as a result of quantitative assessments since January 1, 2023. 
Radio Broadcasting
Licenses
September 30, 2024***
June 30,
2024 (*)
December 31,
2023
September 30, 2023***
June 30,
2023 (a)
March 31,
2023
Impairment charge (in millions)$37.7 $80.8 $5.0 $85.4 $22.1 $16.8 
Discount rate10.5 %10.0 %
9.5% – 10.0%
10.0 %9.5 %(**)
Revenue growth rate range
(4.0) % – 0.3 %
(3.2) % – 0.2 %
(2.3) % – 0.8%
(1.7) % – 0.0 %
0.3 % – 1.4 %
(**)
Terminal growth rate range(0.5)%(0.5)%(0.5)%(0.5)%
0.3 % – 0.8 %
(**)
Mature market share range
1.1 % – 30.5 %
1.0 % – 28.5 %
5.2 % – 30.0 %
5.3 % – 29.5 %
0.9% – 28.8%
(**)
Operating profit range
1.3 % – 30.0 %
2.5 % – 30.0 %
17.0% – 31.9%
17.0 % – 33.5 %
18.8% – 34.6%
(**)
(*) Key assumptions presented on the table for these periods relate to certain markets that were quantitatively assessed as part of the interim impairment assessments.
(**) As fair value is based on estimated asset sale consideration, key assumptions under the income approach are not applicable.
(***) Annual impairment testing assumptions were consistent with the interim impairment testing.
If actual market conditions are less favorable than those estimated by the Company or if events occur or circumstances change that would reduce the fair value of the Company’s broadcast licenses below the carrying value, the Company may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on the Company’s consolidated financial statements. The Company will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary.
As of December 31, 2024, the Company performed an interim qualitative impairment assessment for radio broadcasting licenses in all radio markets reporting units. Based on the impairment assessment performed, no goodwill impairment losses were recognized for the three months ended December 31, 2024. The Company believes the assumptions and analysis are reasonable, which considers the inherent uncertainty in how the current economic environment may impact our future cash flows. However, if there were an adverse change to the facts and circumstances, then an impairment charge may be necessary in the future.
TV One Trade Name
As of September 30, 2024, the Company noted a continued decline in revenues and operating profit margin in the Cable Television segment, indicating that it was more likely than not that its TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for all TV One to determine whether it was impaired.
Based on this analysis, the Company recognized an impairment loss of approximately $9.1 million associated with TV One Trade Name within the Cable Television segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during the nine months ended September 30, 2024.
As of October 1, 2024, the Company performed a quantitative assessment for TV One Trade Name as part of the annual impairment assessment to determine if any impairment occurred. The Company concluded no other impairment was present.
As of December 31, 2024, the Company noted a continued decline in revenues in the Cable Television segment, indicating that it was more likely than not that its TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for TV One to determine whether it was impaired.
To determine the fair value of the trade name, the Company utilized the relief from royalty approach which values a trade name by calculating the present value of royalty payments avoided given the continued use. The key assumptions used in the analysis for the trade name include cumulative probability of continued use, percentage of royalty payments avoided, projected revenue growth, terminal growth rate, and discount rate.
Based on the fourth quarter quantitative analysis, the Company recognized an impairment loss of approximately $4.0 million associated with the TV One Trade Name within the Cable Television segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2024. For the year ended December 31, 2023, there was no impairment associated with the TV One Trade Name within the Cable Television segment.
The following table presents the changes in the Company’s trade name carrying value during the year ended December 31, 2024.
TV One Trade Name
(in thousands)
As of December 31, 2023
Gross trade name$39,690 
Impairments— 
Net trade name at December 31, 2023$39,690 
Additions— 
Impairments(13,089)
Net trade name at December 31, 2024(a)
$26,601 
(a) TV One Trade Name is included within Other Intangible Assets, net as seen below.
Below are the key assumptions used in the relief from royalty approach model for estimating the fair value of the trade name for the TV One in the most recent interim impairment assessment performed as of December 31, 2024.
December 31,
2024
Discount rate11.5 %
Revenue growth rate range
(12.2)% - 1.9%
Terminal growth rate(1.5)%
Royalty payments avoided2.5 %
Cumulative probability of continued use100 %
Goodwill
The Company’s total goodwill carrying value is approximately $196.4 million as of December 31, 2024. The table below presents the changes in the Company’s goodwill carrying values for its four reporting units during 2024 and 2023:
Radio
Broadcasting
Reach
Media
iOneTV OneTotal
(in thousands)
As of December 31, 2022
Gross goodwill$154,967 $30,468 $27,567 $165,044 $378,046 
Accumulated impairment losses(124,988)(16,114)(20,345)— (161,447)
Net goodwill at December 31, 2022$29,979 $14,354 $7,222 $165,044 $216,599 
Additions— — — — — 
Impairments— — — — — 
As of December 31, 2023
Gross goodwill$154,967 $30,468 $27,567 $165,044 $378,046 
Accumulated impairment losses(124,988)(16,114)(20,345)— (161,447)
Net goodwill at December 31, 2023$29,979 $14,354 $7,222 $165,044 $216,599 
Additions— — — — — 
Impairments— — — (20,174)(20,174)
As of December 31, 2024
Gross goodwill$154,967 $30,468 $27,567 $165,044 $378,046 
Accumulated impairment losses(124,988)(16,114)(20,345)(20,174)(181,621)
Net goodwill at December 31, 2024$29,979 $14,354 $7,222 $144,870 $196,425 
As of June 30, 2024, the Company performed a qualitative impairment assessment for goodwill at four reporting units because of a decline in operating cash flows. Based on the impairment assessment performed, the Company determined that the fair value of the Company's reporting units were more likely than not to be greater than its carrying value, thus no goodwill impairment losses were recognized for the period ended June 30, 2024.
As of September 30, 2024, an overall decline in revenue and operating profit margin created a triggering event indicating that the fair value of the Company’s reporting units were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative assessment at all ten of the reporting units that contain goodwill. Based on the impairment assessment performed, no goodwill impairment losses were recognized for the period ended September 30, 2024.
The Company performed an annual impairment assessment as of October 1, 2024 for all reporting units. Based on the impairment assessment performed, no goodwill impairment losses were recognized.
As of December 31, 2024, the Company performed an interim qualitative impairment assessment for the Radio Broadcasting reporting unit and a quantitative assessment for all other segments as of December 31, 2024 to determine whether they were impaired. The key assumptions used in the discounted cash flow analysis for goodwill include revenue and projected revenue growth rates by market, operating profit margins, terminal growth rate, and discount rate. Based on the assessments, the Company recorded an impairment loss in goodwill of approximately $20.2 million associated with the TV One reporting unit for the year ended December 31, 2024 and had no impairment in goodwill for the year ended December 31, 2023. See Note 6 – Fair Value Measurements of the Company's consolidated financial statements key inputs in the TV One reporting unit.
Intangible Assets Excluding Goodwill and Radio Broadcasting Licenses
Other intangible assets, excluding goodwill, radio broadcasting licenses and the TV One Trade Name, are amortized on a straight-line basis over various periods. Other intangible assets consist of the following:
As of December 31,Period of
Amortization
Remaining
Weighted-
Average
Period of
Amortization
20242023
(in thousands)
Gross Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net
Amount
Intellectual property6,503 (6,503)— 6,503 (6,503)— 
4‑10 Years
0.0 Years
Advertiser agreements47,687 (47,687)— 47,687 (47,687)— 
1‑12 Years
0.0 Years
Brand names4,161 (3,803)358 4,159 (3,637)522 10 Years3.1 Years
Trade Name - unamortized26,600 — 26,600 39,690 — 39,690 Indefinite
Launch assets, net of current portion22,798 (19,071)3,727 22,798 (14,091)8,707 Contract length2.2 Years
Other302 (127)175 302 (117)185 
1‑15 Years
5.4 Years
Total other intangible assets$108,051 $(77,191)$30,860 $121,139 $(72,035)$49,104 
Amortization expense of intangible assets for each of the years ended December 31, 2024 and 2023 was approximately $0.2 million and $1.1 million, respectively. The table above excludes launch asset amortization as it is recorded as a reduction to revenue. Actual amortization expenses may vary as a result of future acquisitions and dispositions.