Annual report pursuant to Section 13 and 15(d)

Goodwill

v3.20.1
Goodwill
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
NOTE 10. GOODWILL
We account for goodwill in accordance with FASB ASC Topic 350 “
Intangibles—Goodwill and Other
.” We do not amortize goodwill, but rather test for impairment annually or more frequently if events or circumstances indicate that an asset may be impaired. We perform our annual impairment testing during the fourth quarter of each year, which coincides with our budget and planning process for the upcoming year.
The following table presents the changes in goodwill including business acquisitions as described in Note 3—Recent Transactions.
 
    
Year Ended December 31,
 
     2018     
2019
 
    
(Dollars
 in
 thousands)
 
Balance, beginning of period before cumulative loss on impairment,
   $ 28,453     
$
28,818
 
Accumulated loss on impairment
     (2,029   
 
(2,029
  
 
 
    
 
 
 
Balance, beginning of period after cumulative loss on impairment
     26,424     
 
26,789
 
  
 
 
    
 
 
 
Acquisitions of radio stations
     7     
 
 
Acquisitions of digital media entities
     986     
 
6
 
Disposition of radio stations
     (628   
 
(29
Disposition of digital media entities
     —       
 
(341
Impairments based on the estimated fair value goodwill
     —       
 
(2,427
  
 
 
    
 
 
 
Ending period balance
   $ 26,789     
$
23,998
 
  
 
 
    
 
 
 
Balance, end of period before cumulative loss on impairment
     28,818     
 
28,454
 
Accumulated loss on impairment
     (2,029   
 
(4,456
  
 
 
    
 
 
 
Ending period balance
   $ 26,789     
$
23,998
 
  
 
 
    
 
 
 
Goodwill Impairment Testing
When performing our annual impairment testing for goodwill, the fair value of each applicable accounting unit is estimated using a discounted cash flow analysis, which is a form of the income approach. The discounted cash flow analysis utilizes a five to ten year projection period to derive operating cash flow projections from a market participant view. We make certain assumptions regarding future revenue growth based on industry market data, historical performance and our expectations of future performance. We also make assumptions regarding working capital requirements and ongoing capital expenditures for fixed assets. Future net free cash flows are calculated on a debt free basis and discounted to present value using a risk adjusted discount rate. The terminal year value is calculated using the Gordon constant growth method and long-term growth rate assumptions based on long-term industry growth and GDP inflation rates. The resulting fair value estimates, net of any interest bearing debt, are then compared to the carrying value of each reporting unit’s net assets.
The first step of our impairment testing is to perform a qualitative assessment to determine if events and circumstances have occurred that indicate it is more likely than not that the fair value of the assets, including goodwill, are less than their carrying values. We review the significant inputs used in our prior year fair value estimates to determine if any changes to those inputs should be made. We estimate the fair value using a market approach and compare the estimated fair value of each entity to its carrying value, including goodwill. Under the market approach, we apply a multiple of four to each entities operating income to estimate the fair value. We believe that a multiple of four is a
reasonable indicator
of fair value as described above.
If the results of our qualitative assessment indicate that the fair value of a reporting unit may be less than its carrying value, we perform a second quantitative review of the reporting unit. We engage an independent third-party appraisal and valuation firm to assist us with determining the enterprise value as part of this quantitative review.
Goodwill—Broadcast Markets
The unit of accounting we use to test goodwill associated with our radio stations is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. Fifteen of our 32 market clusters have goodwill associated with them as of our annual testing period ended December 31, 2019.
The key estimates and assumptions used for our enterprise valuations are as follows:
 
Broadcast Markets Enterprise Valuations
   December 31, 2018   
December 31, 2019
Risk-adjusted discount rate
   9.0%   
9.0%
Operating profit margin ranges
   (4.1%) 
-
 45.1%
  
(31.1%) 
-
 38.7%
Long-term revenue growth rates
   0.5% - 1.1%   
0.7% - 0.9%
The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date.
Based on our qualitative review, we tested three of these market clusters for impairment of goodwill. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value our market clusters to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical
start-up.
The analysis includes both an income and cost approach to valuation. The income approach uses a discounted cash flow projection while the cost approach, or “stick” value of the underlying assets is used.
Based on our review and analysis, we determined that no impairment charges were necessary to the carrying value of our broadcast market goodwill as of the annual testing period ended December 31, 2019.
The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill:
 
    
Broadcast Market Clusters as of December 31, 2019
 
    
Percentage Range By Which Estimated Fair Value Exceeds
Carrying Value Including Goodwill
 
    
< 10%
    
>11% to 20%
    
>21% to 50%
    
> than 51%
 
Number of accounting units
  
 
 
  
 
 
  
 
2
 
  
 
1
 
Carrying value including goodwill (
in thousands
)
  
$
 
  
$
 
  
$
62,480
 
  
$
2,021
 
Goodwill—Broadcast Networks
The unit of accounting we use to test goodwill in our radio networks is the entity level, which includes Salem Radio Network
TM
(“SRN
TM
”), Todays Christian Music (“TCM”) and Singing News
®
Radio. The entity level is the level reviewed by management and the lowest level for which discrete financial information is available. One of our networks has goodwill associated with it as of our annual testing period ended December 31, 2019. The first step of our qualitative review, in which we calculate excess fair value, or the amount by which the prior year estimated fair value exceeds the current year carrying value, when there are no significant changes in the prior year assumptions and key estimates, we determined that the value of broadcast network goodwill is not likely to be impaired.
Based on our analysis and review, the estimated fair value of the reporting unit exceeds the carrying value and Step 2 of the impairment testing was not necessary. We did not perform a sensitivity analysis for the current year, as such changes in the assumptions would have no impact on the carrying value of goodwill associated with our broadcast networks.
Goodwill—Digital Media
The unit of accounting we use to test goodwill in our digital media segment is the entity level, which includes SWN, SWN Spanish, Townhall.com
®
, and Eagle Financial Publications. The financial statements for SWN include the operating results and cash flows for our Christian content websites and our church product websites. The financial statements for Townhall.com
®
reflect the operating results for each of our conservative opinion websites. Eagle Financial Publications include our investing websites and related digital publications. The entity level is the level reviewed by management and the lowest level for which discrete financial information is available.
Three of our four digital entities have goodwill associated with them as of our annual testing period ended December 31, 2019. We tested two of the entities for impairment because they were not tested in the prior year and we tested one of the entities because the margin by which the prior year estimated fair value exceeded the carrying value for one of the entities was less than 25%. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value of these entities to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical
start-up.
The key estimates and assumptions used for our enterprise valuations are as follows:
 
Digital Media Enterprise Valuations
   December 31, 2018   
December 31, 2019
Risk adjusted discount rate
   10.0%   
10.0%
Operating profit margin ranges
   8.5% 
-
 17.2%
  
3.7% - 28.8%
Long-term revenue growth rates
   1.0%   
0.5% - 1.0%
The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date.
Based on our review and analysis, we recorded an impairment charge of $2.1 million
to the carrying value of goodwill associated with Eagle Financial Publications
.
The impairment charge was driven by a decrease in the projected long-term revenue growth rates within the industry. We believe that this decrease is indicative of trends in the industry as a whole and not unique to our company or operations.
The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of the remaining accounting units, including goodwill.
 
    
Digital Media Entities as of December 31, 2019
 
     Percentage Range By Which Estimated Fair Value Exceeds Carrying
Value Including  Goodwill
 
     < 10%      >10% to 20%      >21% to 50%      > than 51%  
Number of accounting units
  
 
1
 
  
 
 
  
 
 
  
 
1
 
Carrying value including goodwill (
in thousands
)
  
$
3,253
 
  
$
 
  
$
 
  
$
25,671
 
Goodwill—Publishing
The unit of accounting we use to test goodwill in our publishing segment is the entity level, which includes Regnery
®
Publishing, Salem Author Services and
Singing News
®
. Regnery
®
Publishing is a book publisher based in Washington DC that operates from a stand-alone facility under one general manager, with operating results and cash flows of reported at the entity level. Salem Author Services operates from a stand-alone facility in Orlando, Florida under one general manager who is responsible for the operating results and cash flows.
Singing News
®
produces and distributes a print magazine. The entity level is the level reviewed by management and the lowest level for which discrete financial information is available.
Two of our publishing entities have goodwill associated with them as of our annual testing period ended December 31, 2019. We tested one of these entities because it had not been tested in the prior year. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value this publishing entity to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical
start-up.
The key estimates and assumptions used for our enterprise valuations are as follows:
 
Publishing Enterprise Valuations
   December 31, 2018   
December 31, 2019
Risk adjusted discount rate
   10.0%   
10.0%
Operating margin ranges
   4.0% 
-
 5.0%
  
1.5%
-
 3.9%
Long-term revenue growth rates
   1.0%   
0.5%
 
The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date.
Based on our review and analysis, we recorded an impairment charge of $0.3 million
to
the carrying value of goodwill associated with Salem Author Services. The impairment charge was driven by a decrease in the projected long-term revenue growth rates within the industry. We believe that this decrease is indicative of trends in the industry as a whole and not unique to our company or operations.
The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our remaining accounting units, including goodwill.
 
    
Publishing Entities as of December 31, 2019
 
     Percentage Range By Which Estimated Fair Value Exceeds Carrying
Value Including  Goodwill
 
     < 10%      >11% to
 
20%
     >21% to
 
50%
     > than 51%  
Number of accounting units
  
 
 
  
 
 
  
 
 
  
 
1
 
Carrying value including goodwill (
in thousands
)
  
$
 
  
$
 
  
$
 
  
$
686