Quarterly report pursuant to Section 13 or 15(d)

Broadcast Licenses

v3.23.3
Broadcast Licenses
9 Months Ended
Sep. 30, 2023
Text Block [Abstract]  
Broadcast Licenses
NOTE 7. BROADCAST LICENSES
We account for broadcast licenses in accordance with FASB ASC Topic
350
Intangibles—Goodwill and Other
. We do not amortize broadcast licenses, but rather test for impairment annually or more frequently if events or circumstances indicate that the value may be impaired. In the case of our broadcast radio stations, we would not be able to operate the properties without the related broadcast license for each property. Broadcast licenses are renewed with the FCC every
eight years
for a nominal fee that is expensed as incurred. We continually monitor our stations’ compliance with the various regulatory requirements that are necessary for the FCC renewal and all of our broadcast licenses have been renewed at the end of their respective periods. We expect all of our broadcast licenses to be renewed in the future and therefore, we consider our broadcast licenses to be indefinite-lived intangible assets. We are
no
t aware of any legal, competitive, economic, or other factors that materially limit the useful life of our broadcast licenses.
The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators.
 
Broadcast Licenses
  
Twelve Months Ended
December 31, 2022
 
  
Nine Months Ended

September 30, 2023
 
 
 
 
 
 
 
  
(Dollars in thousands)
 
Balance before cumulative loss on impairment, beginning of period
   $ 434,444     
$
429,890
 
Accumulated loss on impairment, beginning of period
     (114,436   
 
(126,116
    
 
 
    
 
 
 
Balance after cumulative loss on impairment, beginning of period
     320,008     
 
303,774
 
    
 
 
    
 
 
 
Acquisitions of radio station and FM Translators
     514     
 
3,542
 
Capital projects to improve broadcast signal and strength
     —      
 
200
 
Disposition of radio stations and FM translators
     (2,763   
 
(234
Assets held for sale
     —      
 
(8,713
Loss on impairment
     (13,985   
 
(38,376
    
 
 
    
 
 
 
Balance, end of period after cumulative loss on impairment
   $ 303,774     
$
260,193
 
    
 
 
    
 
 
 
Balance, end of period before cumulative loss on impairment
   $ 429,890     
$
419,456
 
Accumulated loss on impairment, end of period
     (126,116   
 
(159,263
    
 
 
    
 
 
 
Balance, end of period after cumulative loss on impairment
   $ 303,774     
$
260,193
 
    
 
 
    
 
 
 

We
 
engaged Bond & Pecaro, an independent third-party appraisal and valuation firm, to assist us in determining the asset values associated with the acquisition of radio station
WMYM-AM
in Miami, Florida, which was determined to be less than the purchase price. Based on our review and analysis, we recorded an impairment charge of $2.1 million during the three months ended March 31, 2023.
As a result of changes in macroeconomic conditions and media industry reforecasts, we performed an interim review of broadcast licenses for impairment at September 30, 2023. We updated our interim valuations from the June 2023 testing period to reflect the lower projected revenue forecast for 2022 and lower growth rates for 2023. Our September 2023 testing period also reflected an increase in the Weighted Average Cost of Capital (‘WACC’) as a result of rising interest rates. We performed an assessment of select markets of the amount by which the most recent estimated fair value exceeded the carrying value of the broadcast license and our
year-to-date
market revenue as compared to the forecasted market revenue used in the prior valuations under the
start-up
income approach.
As part of our qualitative assessment, we calculate the excess fair value, or the amount by which our latest estimated fair value exceeds the current period carrying value. Based on our analysis and review, including the financial performance of each market, we believe that a 50% excess fair value margin is a reasonable benchmark for our qualitative analysis. Markets with an excess fair value of 50% or more, which have had no significant changes in the prior valuation assumptions and key estimates, are not likely to be impaired. Markets with an excess fair value that is less than 50% are subject to
further testing.
Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value, including assumptions about risk. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future impairment charges, the amount of which may be material. The unobservable inputs are defined in FASB ASC Topic
820
“Fair Value Measurements and Disclosures” as Level 
3
inputs discussed in detail in Note
11
Fair Value Measurements.
Based on our assessment, we engaged Bond & Pecaro, an independent third-party appraisal and valuation firm, to assist us with determining the enterprise value of 21 of our market clusters. The estimated fair value of each market cluster was determined using the Greenfield Method, a form of the income approach. The premise of the Greenfield Method is that the value of a broadcast license is equivalent to a hypothetical
start-up
in which the only asset owned by the station as of the valuation date is the broadcast license. This approach eliminates factors that are unique to our operation of the station, including its format and historical financial performance. The method then assumes the entity has to purchase, build, or rent all of the other assets needed to operate a comparable station to the one in which the broadcast license is being utilized as of the valuation date. Cash flows are estimated and netted against all
start-up
costs, expenses and investments necessary to achieve a normalized and mature state of operations, thus reflecting only the cash flows directly attributable to the broadcast license. A multi-year discounted cash flow approach is then used to determine the net present value of these cash flows to derive an indication of fair value. For cash flows beyond the projection period, a terminal value is calculated using the Gordon constant growth model and long-term industry growth rate assumptions based on long-term industry growth and Gross Domestic Product (“GDP”) inflation rates.
The primary assumptions used in the Greenfield Method are:
 
 
(1)
gross operating revenue in the station’s designated market area,
 
(2)
normalized market share,
 
(3)
normalized profit margin,
 
(4)
duration of the
“ramp-up”
period to reach normalized operations, (which was assumed to be three years),
 
(5)
estimated
start-up
costs (based on market size),
 
(6)
ongoing replacement costs of fixed assets and working capital,
 
(7)
the calculations of yearly net free cash flows to invested capital; and
 
(8)
amortization of the intangible asset, or the broadcast license.
 
The assumptions used reflect those of a hypothetical market participant and not necessarily the actual or projected results of Salem. The key estimates and assumptions used in the
start-up
income valuation for our broadcast licenses were as follows:
 
Broadcast Licenses
  
December 31, 2022
 
June 30, 2023
 
September 30, 2023
Risk-adjusted discount rate
   9.5%   9.5%  
10.0%
Operating profit margin ranges
  
3.9% - 30.4%
 
3.9% - 30.4%
 
3.9% - 30.4%
Long-term revenue growth rates
  
0.4% - 0.8%
 
0.4% - 0.8%
 
0.0%
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 determined that the carrying value of broadcast licenses in 19 of our market clusters were impaired as of the interim testing period ending September 30, 2023. We recorded an impairment charge of $35.1 
million to the value of broadcast licenses in Boston, Chicago, Cleveland, Colorado Springs, Columbus, Dallas, Detroit, Greenville, Little Rock, Miami, New York, Orlando, Philadelphia, Phoenix, Portland, Sacramento, San Diego, San Francisco, and Tampa. Based on our review and analysis, we determined that the carrying value of broadcast licenses in
 
two
of our market clusters were impaired as of the interim testing period ending June 30, 2023 and recorded an impairment charge of
$
1.1
 
million to the value of broadcast licenses in Portland and San Francisco. The impairment charges were driven by an increase in the WACC and decreases in revenue growth rates over those used in the
year-end
valuation forecasts. We believe that these factors are indicative of trends in the industry as a whole and not unique to our company or operations. We believe that these factors are indicative of trends in the industry as a whole and not unique to our company or operations.
The table below presents the results of our interim impairment testing under the
start-up
income approach at September 30, 2023:
 
Market Cluster
  
Excess Fair Value September 30, 2023
Boston, MA
   14.0%
Chicago, IL
   21.5%
Cleveland, OH
   21.1%
Colorado Springs, CO
   16.0%
Columbus, OH
   11.8%
Dallas, TX
   8.2%
Detroit, MI
   3.2%
Greenville, SC
   9.2%
Honolulu, HI
   0.0%
Little Rock, AR
   23.0%
Los Angeles, CA
   0.0%
Miami, FL
   36.6%
New York NY
   9.5%
Orlando FL
   10.4%
Philadelphia, PA
   19.8%
Phoenix, AZ
   0.9%
Portland, OR
   23.6%
Sacramento, CA
   26.2%
San Diego, CA
   61.0%
San Francisco, CA
   25.9%
Tampa, FL
   17.4%