Note 13 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

13. Goodwill and Intangible Assets

During the years ended December 31, 2021 and 2020, we acquired, adjusted and disposed of various television broadcast stations and broadcast licenses. As a result of these transactions, our goodwill and intangible balances changed during each of these years. See Note 3 “Acquisitions and Divestitures” for more information regarding these transactions. The following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions):

	Net Balance at		Acquisitions										Net Balance at
	December 31,		and										December 31,
	2020		Adjustments		Dispositions			Impairment		Amortization			2021
Goodwill	$	1,460	$	1,211	$	(22	)	$	-	$	-		$	2,649
Broadcast licenses		3,579		1,771		(47	)		-		-			5,303
Finite-lived intangible assets		395		547		-			-		(117	)		825
Total intangible assets net of accumulated amortization	$	5,434	$	3,529	$	(69	)	$	-	$	(117	)	$	8,777

	Net Balance at		Acquisitions									Net Balance at
	December 31,		and									December 31,
	2019		Adjustments		Dispositions		Impairment		Amortization			2020
Goodwill	$	1,446	$	14	$	-	$	-	$	-		$	1,460
Broadcast licenses		3,573		6		-		-		-			3,579
Finite-lived intangible assets		460		40		-		-		(105	)		395
Total intangible assets net of accumulated amortization	$	5,479	$	60	$	-	$	-	$	(105	)	$	5,434

The following table presents a summary of changes in our goodwill, on a gross basis (in millions):

				Acquisitions
	As of			and							As of
	December 31, 2020			Adjustments		Dispositions			Impairment		December 31, 2021
Goodwill, gross	$	1,559		$	1,211	$	(22	)	$	-	$	2,748
Accumulated goodwill impairment		(99	)		-		-			-		(99	)
Goodwill, net	$	1,460		$	1,211	$	(22	)	$	-	$	2,649

				Acquisitions
	As of			and						As of
	December 31, 2019			Adjustments		Dispositions		Impairment		December 31, 2020
Goodwill, gross	$	1,545		$	14	$	-	$	-	$	1,559
Accumulated goodwill impairment		(99	)		-		-		-		(99	)
Goodwill, net	$	1,446		$	14	$	-	$	-	$	1,460

The following table presents a summary of our intangible assets and related accumulated amortization (in millions):

	As of December 31, 2021							As of December 31, 2020
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets not currently subject to amortization:
Broadcast licenses	$	5,356	$	(53	)	$	5,303	$	3,633	$	(54	)	$	3,579
Goodwill		2,649		-			2,649		1,460		-			1,460
	$	8,005	$	(53	)	$	7,952	$	5,093	$	(54	)	$	5,039
Intangible assets subject to amortization:
Network affiliation agreements	$	204	$	(44	)	$	160	$	67	$	(28	)	$	39
Other finite-lived intangible assets		1,051		(386	)		665		644		(288	)		356
	$	1,255	$	(430	)	$	825	$	711	$	(316	)	$	395
Total intangible assets	$	9,260	$	(483	)	$	8,777	$	5,804	$	(370	)	$	5,434

Based on our intangible assets subject to amortization as of December 31, 2021, we expect that amortization of intangible assets for the succeeding five years will be as follows: 2022, $204 million; 2023, $194 million; 2024, $128 million; 2025, $117 million; and 2026, $88 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary from these estimates.

Impairment of goodwill and broadcast licenses. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.

Beginning in 2021, we have changed our methodology for performing our annual evaluation of goodwill. Consistent with changes in our internal reporting systems and management structure for television station operations, we have determined that our broadcasting operating segment is comprised of six regional components, all of which report to the same segment manager. Based upon the economic similarities and the manner in which the six components of the broadcasting segment are managed, we have concluded that they aggregate into a single reporting unit.

Each of the distinct businesses within our production companies operating segment continue to be separately managed and each represent a reporting unit. This is consistent with the Company’s historical view of its reporting units within the production companies operating segment.

Therefore, beginning with our 2021 annual evaluation we now evaluate our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies.

With respect to the accounting effects of this reorganization, the Company has considered the requirements as stipulated within ASC 350. Based upon the updated reporting structure, Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350. With respect to the reassignment of goodwill to the Broadcast reporting unit, this reporting unit is an aggregation of the entirety of the Company’s previous television market reporting units prior to the reorganization. As such, the goodwill attributable to the Broadcast reporting unit would be the aggregate sum of the previous reporting units which now have been aggregated within the broadcast reporting unit. There is no reassignment of goodwill required within the Production Companies operating segment as the identified reporting units have not changed from management’s previously identified reporting units.

In the process of preparing for this change we considered potential impairment of reporting units prior to the realignment using our prior definition of reporting units. In the performance of this test of reporting unit impairment assessments, we had the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. We performed a qualitative assessment for all of our reporting units as then defined and concluded that there was no impairment at the time of change.

In the first quarter of 2020, the COVID-19 global pandemic and measures to prevent its spread began to affect our businesses in a number of ways. In the first quarter of 2020, we concluded that the uncertainties surrounding this event were a triggering event that required us to evaluate whether or not it was more likely than not that the value of our goodwill and other intangible assets were impaired. Based upon our analysis of both qualitative and quantitative factors, we concluded that such assets were not impaired. We will continue to evaluate both the subjective and objective criteria that may cause us to re-evaluate this conclusion in the future.

In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2021, we performed a qualitative assessment for 59 of our broadcast licenses and one of our reporting units. In 2020, we performed a qualitative assessment for 55 of our broadcast licenses and 36 of our reporting units.

As part of this qualitative assessment we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory, and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets. We also consider the significance of the excess fair value over the carrying value reflected in prior quantitative assessments and the changes to the reporting units’ carrying value since the last impairment test.

If we conclude that it is more likely than not that a broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value.

For our annual broadcast licenses impairment test in 2021, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated were not impaired based upon our qualitative assessments. We elected to perform a quantitative assessment for our remaining broadcast licenses and concluded that their fair values exceeded their carrying values. To estimate the fair value of our broadcast licenses, we utilize a discounted cash flow model assuming an initial hypothetical start-up operation maturing into an average performing station in a specific television market and giving consideration to other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market.

For our annual goodwill impairment test in 2021, we concluded that it was more likely than not that goodwill was not impaired based upon our qualitative assessment for one of our reporting units. We elected to perform a quantitative assessment for the remainder of our reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us including, but not limited to, expected future market revenue growth, market revenue shares and operating profit margins. We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value one of our television stations.

We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

See Note 1 “Description of Business and Summary of Significant Accounting Policies” for further discussion of our accounting policies regarding goodwill, broadcast licenses and other intangible assets.