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Goodwill And Other Intangible Assets
12 Months Ended
Dec. 31, 2011
Goodwill And Other Intangible Assets [Abstract]  
Goodwill And Other Intangible Assets
5. Goodwill and Other Intangible Assets

Goodwill is measured for impairment annually as of January 1 at the reporting unit level. A valuation is also performed when conditions arise that management determines could potentially trigger an impairment. As of January 1, 2011, the Company had one reporting unit ("Arbitron reporting unit") to which all of the Company's goodwill at that time had been allocated. For these purposes, the Company's estimate of the fair value of the Arbitron reporting unit is equal to the Company's market capitalization value calculated as the closing price of the Company's common stock on the New York Stock Exchange on the impairment valuation date times the number of shares of our common stock outstanding on that date. For the fiscal years ended December 31, 2011, and 2010, the Company has determined that the estimated fair value of the Arbitron reporting unit substantially exceeds its carrying value, and therefore, no impairment exists as of those dates.

The following table presents additional information regarding the Company's goodwill (in thousands):

 

     2011     2010  

Balance at January 1,

   $ 38,895      $ 38,500   

Additions

     7,132        395   

Translation effect

     (597     —     
  

 

 

   

 

 

 

Balance at December 31,

   $ 45,430      $ 38,895   
  

 

 

   

 

 

 

Zokem Oy. On July 28, 2011, a wholly-owned subsidiary of the Company acquired Zokem Oy and the acquired goodwill was allocated to a reporting unit other than the Arbitron reporting unit. No conditions have arisen since the acquisition date to indicate an impairment. The purchase price was $10.6 million in cash plus a contingent consideration arrangement with an estimated fair value of approximately $0.9 million as of the acquisition date. The agreement provides for possible additional cash payments to be made by the Company to the former Zokem shareholders through 2015 of up to $12.0 million, which are contingent upon Zokem reaching certain financial performance targets in the future. The approximate $0.9 million fair value estimate was determined by applying the income approach method. The key assumptions used in the fair value valuation include a probability-weighted range of performance targets for the four-year measurement period of 2012 through 2015 and an adjusted discount rate. The Company periodically reassesses the fair value of the contingent consideration.

 

The following table shows the adjusted assets and liabilities acquired as of July 28, 2011 (in thousands):

 

Asset and liabilities acquired

   Amount  

Trade receivables

   $ 334   

Computer equipment

     31   

Other intangible assets

  

Acquired software and trademarks

     5,150   

Non-compete agreement

     543   

Customer relationships

     907   
  

 

 

 

Total assets

     6,965   
  

 

 

 

Accounts payable

     (130

Other current liabilities

     (197

Debt assumed

     (1,103

Noncurrent liabilities

     (1,217
  

 

 

 

Net assets acquired

     4,318   

Goodwill

     7,132   
  

 

 

 

Total purchase price, net of cash acquired

   $ 11,450   
  

 

 

 

The other intangible assets are being amortized over a weighted average life of 5.0 years. The amount of acquisition-related costs incurred and charged to selling, general and administrative expense during 2011 was $0.7 million.

Integrated Media Measurement, Inc. On June 15, 2010, a wholly-owned subsidiary of the Company purchased the technology portfolio, trade name, and equipment of Integrated Media Measurement, Inc. The Company paid $2.5 million for these assets, which included $1.8 million of other intangible assets, $0.3 million of computer equipment, and $0.4 million of goodwill.

Digimarc Corporation. On March 23, 2010, the Company entered into a licensing arrangement with Digimarc Corporation ("Digimarc") to receive a non-exclusive, worldwide and irrevocable license to a substantial portion of Digimarc's domestic and international patent portfolio. The Company paid $4.5 million for this other intangible asset.

 

Other intangible assets are being amortized to expense over their estimated useful lives. The following table presents additional information regarding the Company's other intangible assets (in thousands):

Other intangible assets

 

     December 31, 2011  
     Acquired
software and
trademarks
    Patent
licenses
    Non-
compete
covenant
    Customer lists     Total  

Gross balance

   $ 6,425      $ 4,500      $ 489      $ 2,230      $ 13,644   

Accumulated Amortization

     (947     (1,130     (104     (937     (3,118
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

   $ 5,478      $ 3,370      $ 385      $ 1,293      $ 10,526   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     December 31, 2010  
     Acquired
software and
trademarks
    Patent
licenses
    Non-
compete
covenant
     Customer lists     Total  

Gross balance

   $ 1,785      $ 4,500      $ —         $ 1,413      $ 7,698   

Accumulated Amortization

     (193     (487     —           (746     (1,426
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net

   $ 1,592      $ 4,013      $ —         $ 667      $ 6,272   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

     2011      2010      2009  

Amortization expense for other intangibles

   $ 1,713       $ 822       $ 141   

Future amortization expense for other intangible assets is estimated to be as follows:

 

     Amount  

2012

   $ 2,431   

2013

   $ 2,326   

2014

   $ 2,186   

2015

   $ 1,953   

2016

   $ 1,291   

Thereafter

   $ 339   

As of December 31, 2011, and 2010, the Company had no intangible assets with indefinite useful lives.