GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

3. GOODWILL AND INTANGIBLE ASSETS

The following is a summary of changes in the Company’s goodwill by business segment, for the years ended December 31, 2012 and 2011 (in thousands):

	Membership Services		Retail		MS Media		Consolidated

Gross goodwill	$	56,030	$	47,601	$	46,884	$	150,515
Impairment prior to January 1, 2011	(6,086)		(47,601)		(46,884)		(100,571)
Balance as of January 1, 2011	$	49,944	$	-	$	-	$	49,944
Impairment	-		-		-		-
Balance as of December 31, 2011	49,944		-		-		49,944
Impairment	-		-		-		-
Balance as of December 31, 2012	$	49,944	$	-	$	-	$	49,944

Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31 (in thousands):

			2012
			Accumulated
	Gross		Amortization		Net

Membership and customer lists	$	33,933	$	(30,649)	$	3,284
Non-compete and deferred consulting agreements	18,275		(18,275)		-
Deferred financing costs	15,104		(6,023)		9,081
	$	67,312	$	(54,947)	$	12,365

			2011
			Accumulated
	Gross		Amortization		Net

Membership and customer lists	$	31,909	$	(29,288)	$	2,621
Non-compete and deferred consulting agreements	18,275		(18,014)		261
Deferred financing costs	15,400		(3,567)		11,833
	$	65,584	$	(50,869)	$	14,715

The aggregate future five-year amortization of finite-lived intangibles at December 31, 2012 is as follows (in thousands):

2013	$	3,290
2014	3,086
2015	2,827
2016	2,646
2017	409
Thereafter	107
Total	$	12,365

The Company evaluates goodwill and indefinite-lived intangible assets for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s goodwill or indefinite-lived intangible assets might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then it is required to perform the first step of a two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company is required to perform the second step of the two-step goodwill impairment test to measure the amount of the impairment loss. There were no changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011.

The Company will continue to evaluate goodwill on an annual basis and whenever events and changes in circumstances indicate that there may be a potential impairment.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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