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Intangible Assets and Goodwill
12 Months Ended
Feb. 28, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL

9. INTANGIBLE ASSETS AND GOODWILL

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 all of our FCC licenses have been renewed at the end of their respective eight-year periods. Since we expect that all of our FCC licenses will continue to be renewed in the future, we believe they have indefinite lives. Radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under a Local Marketing Agreement by another broadcaster.

Impairment testing

The Company generally performs its annual impairment review of indefinite-lived intangibles as of December 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. Impairment recorded as a result of our interim and annual impairment testing is summarized in the table below. We will perform additional interim impairment assessments whenever triggering events suggest such testing for the recoverability of these assets is warranted. The table below summarizes the results of our interim and annual impairment testing for the three years ending February 28, 2019.

 

 

 

Interim Assessment

 

 

Annual Assessment

 

 

 

 

 

 

 

Goodwill

 

 

Definite-lived

 

 

FCC Licenses

 

 

Goodwill

 

 

Total

 

Year Ended February 28, 2017

 

 

2,058

 

 

 

930

 

 

 

6,855

 

 

 

 

 

 

9,843

 

Year Ended February 28, 2018

 

 

 

 

 

 

 

 

 

 

 

265

 

 

 

265

 

Year Ended February 28, 2019

 

 

 

 

 

 

 

 

343

 

 

 

 

 

 

343

 

 

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 uses an income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective 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 each 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 then current economic conditions.

Below are some of the key assumptions used in our annual impairment assessments. As part of our recent annual impairment assessments, we reduced long-term growth rates in most of the markets in which we operate based on recent industry trends and our expectations for the markets going forward. The methodology used to value our FCC licenses has not changed in the three-year period ended February 28, 2019.

 

 

 

December 1, 2016

 

December 1, 2017

 

December 1, 2018

Discount Rate

 

12.2% - 12.5%

 

12.1% - 12.4%

 

11.9% - 12.3%

Long-term Revenue Growth Rate

 

1.0% - 2.0%

 

1.0% - 1.8%

 

0.3% - 1.0%

Mature Market Share

 

3.1% - 30.4%

 

12.7% - 31.1%

 

12.9% - 30.2%

Operating Profit Margin

 

25.1% - 39.1%

 

27.0% - 39.1%

 

26.0% - 38.0%

 

As of February 28, 2018 and 2019, excluding amounts classified as held for sale, the carrying amounts of the Company’s FCC licenses were $170.9 million and $170.5 million, respectively. These amounts are entirely attributable to our radio division. The table below presents the changes to the carrying values of the Company’s FCC licenses for the years ended February 2018 and 2019 for each unit of accounting.

 

 

 

Change in FCC License Carrying Values

 

Unit of Accounting

 

As of

February 28,

2017

 

 

Sale of

Stations

 

 

Reclassification

 

 

As of

February 28,

2018

 

 

Sale of

Stations

 

 

Impairment

 

 

As of

February 28,

2019

 

New York Cluster

 

$

71,614

 

 

$

 

 

$

 

 

$

71,614

 

 

$

 

 

$

 

 

$

71,614

 

98.7FM (New York)

 

 

46,390

 

 

 

 

 

 

 

 

 

46,390

 

 

 

 

 

 

 

 

 

46,390

 

Austin Cluster

 

 

34,720

 

 

 

 

 

 

 

 

 

34,720

 

 

 

 

 

 

 

 

 

34,720

 

St. Louis Cluster

 

 

24,758

 

 

 

 

 

 

(24,758

)

 

 

 

 

 

 

 

 

 

 

 

 

Indianapolis Cluster

 

 

18,166

 

 

 

 

 

 

 

 

 

18,166

 

 

 

 

 

 

(343

)

 

 

17,823

 

KPWR-FM (Los Angeles)

 

 

2,018

 

 

 

(2,018

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subotal

 

 

197,666

 

 

 

(2,018

)

 

 

(24,758

)

 

 

170,890

 

 

 

 

 

 

(343

)

 

 

170,547

 

Assets held for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

St. Louis Cluster

 

 

 

 

 

 

 

 

24,758

 

 

 

24,758

 

 

 

(24,758

)

 

 

 

 

 

 

Grand Total

 

$

197,666

 

 

$

(2,018

)

 

$

 

 

$

195,648

 

 

$

(24,758

)

 

$

(343

)

 

$

170,547

 

 

Impairment was recorded for our Indianapolis radio cluster in connection with our most recent annual impairment review. Stagnant market revenues in recent years, coupled with a reduction in the Company’s estimate of long-term revenue growth rates, led to a lower estimate of fair value for these FCC licenses.

During the three years ended February 2019, we sold our stations in Terre Haute, Los Angeles and St. Louis. See Note 7 for more discussion of these transactions.

Valuation of Goodwill

ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. The Company conducts its impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. When assessing its goodwill for impairment, the Company uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units (radio stations grouped by market, excluding any stations that are being operated pursuant to an LMA). Management determines enterprise value for each of its reporting units by multiplying the two-year average station operating income generated by each reporting unit (current year based on actual results and the next year based on budgeted results) by an estimated market multiple. The Company uses a blended station operating income trading multiple of publicly traded radio operators as well as recent market transactions as a benchmark for the multiple it applies to its radio reporting units. For the annual assessment performed as of December 1, 2018, the Company applied a market multiple of 8.0 times the reporting unit’s operating performance. Management believes this methodology for valuing radio properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons 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.

The Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment as of March 1, 2017. Prior to March 1, 2017, the Company performed a two-step impairment test for goodwill. Goodwill impairment recorded during the year ended February 28, 2017 was recorded using the two-step methodology. Goodwill impairments recorded from March 1, 2017 forward will be recorded using the simplified method as described above.

The Company used an income approach to determine the enterprise value of Digonex. Digonex is a dynamic pricing business that does not have well-established industry trading multiples, analyst estimates of valuations, or recently completed transactions that would indicate fair values of these businesses. As such, the Company used a discounted cash flow method to determine the fair value of Digonex.

During the quarter ended August 31, 2016, the Company lowered its growth expectations for Digonex for the next several years due to slow client adoption of dynamic pricing services. The Company’s discounted cash flow analysis for Digonex indicated a nominal enterprise value. Therefore, in connection with the interim impairment test, Emmis determined that Digonex’s goodwill was fully impaired and recorded an impairment loss of $2.1 million. Subsequent to our impairment of Digonex goodwill and the sale of Texas Monthly (see note 7 for more discussion), the Company’s goodwill relates entirely to its Radio segment.

During our December 2017 annual goodwill impairment test, the Company wrote off $0.3 million of goodwill associated with our Indianapolis radio cluster. Weak ratings and declining market revenues significantly impacted our operating performance in Indianapolis. This resulted in the carrying value of our Indianapolis radio cluster exceeding its estimated fair value by more than the amount of goodwill we had recorded for the cluster on the assessment date. As such, the Company fully impaired the goodwill of this cluster.

As of February 28, 2018 and 2019, the carrying amount of the Company’s goodwill was $4.3 million. The table below presents the changes to the carrying values of the Company’s goodwill for the years ended February 2018 and 2019 for each reporting unit. A reporting unit is a cluster of radio stations in one geographical market (except for stations being operated pursuant to LMAs) and each magazine on an individual basis.

 

 

 

Change in Goodwill Carrying Values

 

Reporting Unit (Segment)

 

As of

February 28,

2017

 

 

Impairment

 

 

As of

February 28,

2018

 

 

Impairment

 

 

As of

February 28,

2019

 

Indianapolis Cluster (Radio)

 

$

265

 

 

$

(265

)

 

$

 

 

$

 

 

$

 

Austin Cluster (Radio)

 

 

4,338

 

 

 

 

 

 

4,338

 

 

 

 

 

 

4,338

 

Total

 

$

4,603

 

 

$

(265

)

 

$

4,338

 

 

$

 

 

$

4,338

 

 

Definite-lived intangibles

The following table presents the weighted-average remaining useful life at February 28, 2019 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at February 28, 2018 and 2019:

 

 

 

 

 

 

 

As of February 28, 2018

 

 

As of February 28, 2019

 

 

 

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

 

 

2.6

 

 

$

2,154

 

 

$

1,101

 

 

$

1,053

 

 

$

2,154

 

 

$

1,396

 

 

$

758

 

 

In accordance with Accounting Standards Codification paragraph 360-10, the Company performs an analysis to (i) determine if indicators of impairment of a long-lived asset are present, (ii) test the long-lived asset for recoverability by comparing undiscounted cash flows of the long-lived asset to its carrying value and (iii) measure any potential impairment by comparing the long-lived asset’s fair value to its current carrying value. As discussed above, performance below the Company’s expectations, coupled with a downward revision of long-term forecasts for Digonex, led the Company to measure impairment for Digonex’s definite-lived intangibles during the quarter ended August 31, 2016. The Company determined that the patents, customer list and trademarks of Digonex were fully impaired and recorded an impairment loss of $0.9 million.

Total amortization expense from definite-lived intangibles was $0.7 million, $0.3 million and $0.3 million for the years ended February 2017, 2018 and 2019, respectively. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles:

 

Year ended February 28 (29),

 

Expected

Amortization

Expense

 

 

 

(in 000’s)

 

2020

 

$

294

 

2021

 

 

294

 

2022

 

 

170

 

2023

 

 

 

2024