Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite-lived intangible assets Indefinite-lived assets consist of FCC broadcast licenses, goodwill and investment in digital assets. FCC Broadcast Licenses FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31 st as the annual testing date. The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in forecasted traditional broadcast revenue in the markets in which we operate and increases in the weighted average cost of capital, the Company quantitatively evaluated the fair value of its FCC licenses at March 31, 2023. The key assumptions used in applying the direct valuation method are summarized as follows: March 31, 2023 Discount Rate 12.2% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 21.7% 75.0% Operating Profit Margin 20.0% 47.0% * Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized. Based on the results of interim impairment assessments of our FCC licenses, as of March 31, 2023 we incurred impairment charges of $8.2 million for FCC licenses in 15 of our 74 local markets for the three months ended March 31, 2023. The impairment charges were primarily driven by decreases in forecasted broadcast revenues and increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital. The Company recorded no impairment charges on its FCC licenses for the three months ended March 31, 2022. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 50-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $21.7 million which would have resulted in an additional impairment charge of $4.3 million as of March 31, 2023. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $26.7 million which would have resulted in a further impairment charge of $9.6 million as of March 31, 2023. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event broadcast revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material. Goodwill For goodwill impairment testing, the Company has selected December 31 st as the annual testing date. I n addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2022, the fair values of our Local Markets, National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 18%, 243%, 90%, 211%, 252%, and 19%, respectively. The Amped reporting unit had no goodwill as of December 31, 2022. The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2022 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. Based on such analysis, the Company determined that there have been no indicators that the fair value of its reporting units may be below their carrying amounts as of March 31, 2023. The following table presents changes in goodwill by segment during the three months ended March 31, 2023: Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Balance at December 31, 2022 $ 77,000 $ 77,687 $ 2,715 $ 3,983 $ 161,385 Cherry Creek measurement period adjustment — — 96 — 96 Balance at March 31, 2023 $ 77,000 $ 77,687 $ 2,811 $ 3,983 $ 161,481 Digital Assets During the first quarter of 2022, the Company invested an aggregate of $5.0 million in digital assets. They were accounted for as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, included as a component of intangible assets, net on the Consolidated Balance Sheet. Any decrease in the digital assets' fair values below our carrying values at any time subsequent to acquisition was recognized as an impairment charge. No upward revisions for any market price increases were recognized. In early March 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million during the three months ended March 31, 2023, included as a component of Other (income) expense, net on the Consolidated Statements of Operations. During the three months ended March 31, 2022, the Company recorded $0.4 million in impairment losses due to changes in the fair value of the Company's digital assets observed during the period. Definite-lived intangible assets The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses. The following tables present details of our intangible assets as of March 31, 2023 and December 31, 2022, respectively (in thousands): March 31, 2023 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 243,908 $ — $ 243,908 Content rights and other intangible assets 1 - 10 37,186 (16,465) 20,721 Total $ 281,094 $ (16,465) $ 264,629 December 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 252,110 $ — $ 252,110 Digital assets Indefinite 2,136 — $ 2,136 Content rights and other intangible assets 1 - 10 37,092 (14,500) 22,592 Total $ 291,338 $ (14,500) $ 276,838 Amortization of definite-lived intangible assets was $1.8 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively. Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of March 31, 2023 is as follows (in thousands): 2023 (remainder) $ 5,324 2024 6,017 2025 2,304 2026 2,108 2027 1,978 Thereafter 2,990 $ 20,721 |