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GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS:
12 Months Ended
Dec. 31, 2011
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS:  
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS:

 

 

4.              GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS:

 

Goodwill, which arises from the purchase price exceeding the assigned value of the net assets of an acquired business, represents the value attributable to unidentifiable intangible elements being acquired. Goodwill totaled $660.1 million and $660.0 million at December 31, 2011 and 2010, respectively.  The change in the carrying amount of goodwill related to continuing operations was as follows (in thousands):

 

 

 

Broadcast

 

Other
Operating
Divisions

 

Consolidated

 

Balance at December 31, 2009

 

 

 

 

 

 

 

Goodwill

 

$

1,070,202

 

$

3,388

 

$

1,073,590

 

Accumulated impairment losses

 

(413,573

)

 

(413,573

)

 

 

656,629

 

3,388

 

660,017

 

Balance at December 31, 2010

 

 

 

 

 

 

 

Goodwill

 

$

1,070,202

 

$

3,388

 

$

1,073,590

 

Accumulated impairment losses

 

(413,573

)

 

(413,573

)

 

 

656,629

 

3,388

 

660,017

 

Acquisition of other operating divisions companies (a)

 

 

100

 

100

 

Balance at December 31, 2011

 

 

 

 

 

 

 

Goodwill (a)

 

$

1,070,202

 

$

3,488

 

$

1,073,690

 

Accumulated impairment losses

 

(413,573

)

 

(413,573

)

 

 

$

656,629

 

$

3,488

 

$

660,117

 

 

(a)         In May 2011, we acquired the Ring of Honor wrestling franchise.

 

As of December 31, 2011 and 2010, the carrying amount of our broadcast licenses related to continuing operations was as follows (in thousands):

 

 

 

2011

 

2010

 

Beginning balance

 

$

47,375

 

$

51,988

 

Broadcast license impairment charge

 

(398

)

(4,613

)

Acquisition of television station (a)

 

25

 

 

Ending balance (b)

 

$

47,002

 

$

47,375

 

 

(a)         In 2011, Cunningham, a VIE for which we consolidate, acquired the license assets of WDBB-TV, in Birmingham, Alabama.

(b)         Approximately $4.2 million of broadcast licenses relate to consolidated VIEs as of December 31, 2011 and 2010.

 

We did not have any indicators of impairment in the first, second or third quarters of 2011 and therefore did not perform interim impairment tests for goodwill during those periods.  In the first quarter 2011, we recorded an impairment charge of $0.4 million for our broadcast licenses due to anticipated increase in costs for one of our stations as a result of converting to full power. We performed our annual impairment tests in the fourth quarter of 2011, and did not recognize any impairment as a result of the assessments.

 

As a result of our 2010 annual impairment test, we recorded an impairment charge related to our broadcast licenses of $4.6 million. Broadcast licenses were impaired in 7 of 35 markets and were primarily the result of additional cash outflows for increased signal strength necessary to maintain competitive market positions.  The fair value of the broadcast licenses was $55.5 million.  There was no impairment to goodwill in 2010.

 

We recorded an impairment charge in the first quarter of 2009 based on an interim impairment test performed as a result of the severe economic downturn and continued decrease in our market capitalization.  As a result of this test, we recorded $69.5 million and $60.6 million in impairment charges related to our goodwill and broadcast licenses, respectively, in the first quarter of 2009. Broadcast licenses were impaired in 28 of 35 markets.  The fair value of the broadcast licenses was $85.3 million.  We recorded goodwill impairment in three markets including Cedar Rapids, Iowa; Charleston, West Virginia; and Madison, Wisconsin.

 

The impairment charge taken during the fourth quarter of 2009 was primarily due to the continued deterioration of the economy and further revisions to our forecasted cash flows, cash flow multiples and discount rates. As a result of this test, we recorded $94.7 million and $24.3 million in impairment charges related to our goodwill and broadcast licenses, respectively, in the fourth quarter of 2009.  Broadcast licenses were impaired in 18 of 35 markets.  We recorded goodwill impairment in two markets including Buffalo, New York; and Pensacola, Florida.

 

The carrying value, fair value and impairment loss of the goodwill and broadcast licenses which were impaired during 2011, 2010 and 2009 were as follows (in thousands):

 

 

 

 

 

Fair Value Measurements Using

 

 

 

Description

 

Carrying Value

 

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total
Impairment
Losses

 

Year Ended December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

Broadcast licenses (a)

 

$

1,265

 

$

 

$

 

$

1,265

 

$

398

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

Broadcast licenses (a)

 

$

14,850

 

$

 

$

 

$

14,850

 

$

4,613

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

Goodwill of markets which were impaired during the year (b)

 

$

55,762

 

$

 

$

 

$

55,762

 

$

164,171

 

Broadcast licenses (a)

 

$

51,542

 

$

 

$

 

$

51,542

 

$

80,434

 

 

(a)         The fair value above represents the fair value of the broadcast licenses that were impaired in 2011, 2010 and 2009 and recorded to fair value.  It excludes carrying values of $45.7 million, $32.5 million and $0.4 million related to broadcast licenses as of December 31, 2011, 2010 and 2009, respectively, which were not impaired during those years and had fair values in excess of carrying value.

 

(b)         The fair value above represents the implied fair value of the goodwill assigned to the five impaired markets in 2009 for which we were required to calculate this amount.  It excludes carrying values related to goodwill of $604.2 million at December 31, 2009 for which we were not required to calculate the fair value.

 

The key assumptions used to determine the fair value of our reporting units to test our goodwill for impairment and to determine the fair value of our broadcast licenses consist of discount rates, revenue and expense growth rates, constant growth rates and comparable business multiples.  The revenue, expense and constant growth rates used in determining the fair value of our broadcast licenses have increased slightly from 2010 to 2011.  The growth rates are based on market studies, industry knowledge and historical performance.

 

The discount rates used to determine the fair value of our broadcast licenses did not significantly change from 2010 to 2011.  The discount rate is based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk.

 

The following table shows the gross carrying amount and accumulated amortization of definite-lived intangibles related to continuing operations (in thousands):

 

 

 

Weighted
Average

 

As of December 31, 2011

 

 

 

Amortization
Period

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

Network affiliation

 

25 years

 

$

244,900

 

$

(141,202

)

$

103,698

 

Decaying advertiser base

 

15 years

 

122,375

 

(115,897

)

6,478

 

Other

 

15 years

 

106,243

(a)

(41,078

)

65,165

 

Total

 

 

 

$

473,518

 

$

(298,177

)

$

175,341

 

 

 

 

Weighted
Average

 

As of December 31, 2010

 

 

 

Amortization
Period

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net

 

 

 

 

 

 

 

 

 

 

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

Network affiliation

 

25 years

 

$

245,025

 

$

(132,013

)

$

113,012

 

Decaying advertiser base

 

15 years

 

122,375

 

(111,675

)

10,700

 

Other

 

15 years

 

97,200

(a)

(36,260

)

60,940

 

Total

 

 

 

$

464,600

 

$

(279,948

)

$

184,652

 

 

(a)         During 2011 and 2010, we purchased $8.9 million and $10.2 million, respectively, in additional alarm monitoring contracts related to a business within our other operating divisions.

 

Definite-lived intangible assets and other assets subject to amortization are being amortized on a straight-line basis over periods of 5 to 25 years.  The amortization expense of the definite-lived intangible assets for the years ended December 31, 2011, 2010 and 2009 was $18.2 million, $18.8 million and $22.4 million, respectively.  We analyze specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets.  There were no impairment charges recorded for the years ended December 31, 2011, 2010 and 2009.

 

The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years (in thousands):

 

For the year ended December 31, 2012

 

$

17,344

 

For the year ended December 31, 2013

 

15,398

 

For the year ended December 31, 2014

 

13,072

 

For the year ended December 31, 2015

 

12,869

 

For the year ended December 31, 2016

 

12,766

 

Thereafter

 

103,892

 

 

 

$

175,341