CCO » Topics » Goodwill

This excerpt taken from the CCO DEF 14A filed Apr 30, 2009.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We review goodwill for potential impairment annually using a discounted cash flow model to determine the fair value of our reporting units. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded.

The discounted cash flow approach we use for valuing goodwill involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. In accordance with Statement 142, we performed an interim impairment test as of December 31, 2008 on goodwill.

The estimated fair value of our reporting units was below their carrying values, which required us to compare the implied fair value of each reporting units’ goodwill with its carrying value. As a result, we recognized a non-cash impairment charge of $2.5 billion to reduce our goodwill. The macroeconomic factors discussed above had an adverse effect on our estimated cash flows and discount rates used in the discounted cash flow model.

While we believe we had made reasonable estimates and utilized reasonable assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the impact on the fair value of each of our reportable segments of a 100 basis point decline in our discrete and terminal period revenue growth rate, profit margin and discount rate assumptions, respectively:

 

(in thousands)                 

Reportable segment

   Revenue growth rate     Profit margin     Discount rates

Americas Outdoor

   $ (380,000 )   $ (90,000 )   $ 420,000

International Outdoor

   $ (190,000 )   $ (160,000 )   $ 90,000
These excerpts taken from the CCO 10-K filed Mar 2, 2009.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We review goodwill for potential impairment annually using a discounted cash flow model to determine the fair value of our reporting units. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded.

The discounted cash flow approach we use for valuing goodwill involves estimating future cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. In accordance with Statement 142, we performed an interim impairment test as of December 31, 2008 on goodwill.

The estimated fair value of our reporting units was below their carrying values, which required us to compare the implied fair value of each reporting units’ goodwill with its carrying value. As a result, we recognized a non-cash impairment charge of $2.5 billion to reduce our goodwill. The macroeconomic factors discussed above had an adverse effect on our estimated cash flows and discount rates used in the discounted cash flow model.

While we believe we had made reasonable estimates and utilized reasonable assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the impact on the fair value of each of our reportable segments of a 100 basis point decline in our discrete and terminal period revenue growth rate, profit margin and discount rate assumptions, respectively:

 

(in thousands)                 

Reportable segment

   Revenue growth rate     Profit margin     Discount rates

Americas Outdoor

   $ (380,000 )   $ (90,000 )   $ 420,000

International Outdoor

   $ (190,000 )   $ (160,000 )   $ 90,000

Goodwill

FACE="Times New Roman" SIZE="2">Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We review goodwill for potential impairment annually using a discounted cash flow
model to determine the fair value of our reporting units. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent the carrying amount of net assets would exceed the fair value, an
impairment charge may be required to be recorded.

The discounted cash flow approach we use for valuing goodwill involves estimating future
cash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. In accordance with Statement 142, we
performed an interim impairment test as of December 31, 2008 on goodwill.

The estimated fair value of our reporting units was below
their carrying values, which required us to compare the implied fair value of each reporting units’ goodwill with its carrying value. As a result, we recognized a non-cash impairment charge of $2.5 billion to reduce our goodwill. The
macroeconomic factors discussed above had an adverse effect on our estimated cash flows and discount rates used in the discounted cash flow model.

SIZE="2">While we believe we had made reasonable estimates and utilized reasonable assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our
assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the impact on the fair value of each of our reportable segments of a 100 basis point decline in our discrete and terminal period revenue
growth rate, profit margin and discount rate assumptions, respectively:

 































































(in thousands)         

Reportable segment

  Revenue growth rate  Profit margin  Discount rates

Americas Outdoor

  $(380,000) $(90,000) $420,000

International Outdoor

  $(190,000) $(160,000) $90,000
This excerpt taken from the CCO 10-Q filed Nov 10, 2008.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the nine-month period ended September 30, 2008:

 

(In thousands)    Americas     International    Total  

Pre-Merger

       

Balance as of December 31, 2007

   $ 688,336     $ 474,253    $ 1,162,589  

Acquisitions

     —         12,341      12,341  

Foreign currency

     (293 )     28,596      28,303  

Adjustments

     (970 )     —        (970 )
                       

Balance as of July 30, 2008

     687,073       515,190      1,202,263  

Post-Merger

       

Fair value adjustment resulting from push-down accounting

     2,118,707       88,522      2,207,229  
                       

Balance as of September 30, 2008

   $ 2,805,780     $ 603,712    $ 3,409,492  
                       

$489.7 million of the goodwill recorded pursuant to Clear Channel Communications’ merger is expected to be deductible for tax purposes.

The global economic slowdown has adversely affected advertising revenues across the Company’s business in recent months. The Company will perform its annual impairment test in the fourth quarter of 2008 and it is possible that a continued deterioration in advertising revenues could result in the Company recognizing an impairment charge.

Note 3: OTHER DEVELOPMENTS

This excerpt taken from the CCO 10-Q filed Aug 11, 2008.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the six-month period ended June 30, 2008:

 

(In thousands)    Americas     International    Total  

Balance as of December 31, 2007

   $ 688,336     $ 474,253    $ 1,162,589  

Acquisitions

     —         12,686      12,686  

Foreign currency

     (62 )     35,121      35,059  

Adjustments

     (1,075 )     —        (1,075 )
                       

Balance as of June 30, 2008

   $ 687,199     $ 522,060    $ 1,209,259  
                       

Note 3: OTHER DEVELOPMENTS

This excerpt taken from the CCO 10-Q filed May 9, 2008.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the

 

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amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the three-month period ended March 31, 2008:

 

(In thousands)    Americas     International    Total

Balance as of December 31, 2007

   $ 688,336     $ 474,253    $ 1,162,589

Acquisitions

     25       18,465      18,490

Foreign currency

     (276 )     39,902      39,626
                     

Balance as of March 31, 2008

   $ 688,085     $ 532,620    $ 1,220,705
                     

Note 3: OTHER DEVELOPMENTS

This excerpt taken from the CCO DEF 14A filed Apr 7, 2008.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit and therefore tests goodwill for impairment at the country level. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2007 and 2006:

 

(In thousands)    Americas     International     Total  

Balance as of December 31, 2005

   $ 405,275     $ 343,611     $ 748,886  

Acquisitions

     249,527       42,222       291,749  

Dispositions

     (1,913 )           (1,913 )

Foreign currency translation

     14,085       40,109       54,194  

Adjustments

     323       (312 )     11  
                        

Balance as of December 31, 2006

     667,297       425,630       1,092,927  

Acquisitions

     20,361       13,733       34,094  

Foreign currency translation

     78       35,430       35,508  

Adjustments

     600       (540 )     60  
                        

Balance as of December 31, 2007

   $ 688,336     $ 474,253     $ 1,162,589  
                        

Included in the Americas’ acquisitions amount above in 2006 is $148.6 million related to the acquisition of Interspace, all of which is expected to be deductible for tax purposes.

Note C — BUSINESS ACQUISITIONS

These excerpts taken from the CCO 10-K filed Feb 14, 2008.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit and therefore tests goodwill for impairment at the country level. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2007 and 2006:

 

(In thousands)    Americas     International     Total  

Balance as of December 31, 2005

   $ 405,275     $ 343,611     $ 748,886  

Acquisitions

     249,527       42,222       291,749  

Dispositions

     (1,913 )           (1,913 )

Foreign currency translation

     14,085       40,109       54,194  

Adjustments

     323       (312 )     11  
                        

Balance as of December 31, 2006

     667,297       425,630       1,092,927  

Acquisitions

     20,361       13,733       34,094  

Foreign currency translation

     78       35,430       35,508  

Adjustments

     600       (540 )     60  
                        

Balance as of December 31, 2007

   $ 688,336     $ 474,253     $ 1,162,589  
                        

Included in the Americas’ acquisitions amount above in 2006 is $148.6 million related to the acquisition of Interspace, all of which is expected to be deductible for tax purposes.

Note C — BUSINESS ACQUISITIONS

Goodwill

STYLE="margin-top:6px;margin-bottom:0px">The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit
with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The Company’s reporting
unit for Americas is the reportable segment. The Company determined that each country in its International segment constitutes a reporting unit and therefore tests goodwill for impairment at the country level. The following table presents the
changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2007 and 2006:

 



















































































































































































































(In thousands)  Americas  International  Total 

Balance as of December 31, 2005

  $405,275  $343,611  $748,886 

Acquisitions

   249,527   42,222   291,749 

Dispositions

   (1,913)     (1,913)

Foreign currency translation

   14,085   40,109   54,194 

Adjustments

   323   (312)  11 
             

Balance as of December 31, 2006

   667,297   425,630   1,092,927 

Acquisitions

   20,361   13,733   34,094 

Foreign currency translation

   78   35,430   35,508 

Adjustments

   600   (540)  60 
             

Balance as of December 31, 2007

  $688,336  $474,253  $1,162,589 
             

Included in the Americas’ acquisitions amount above in 2006 is $148.6 million related to the acquisition of
Interspace, all of which is expected to be deductible for tax purposes.

Note C — BUSINESS ACQUISITIONS

STYLE="margin-top:6px;margin-bottom:0px; margin-left:6%; text-indent:4%">2007 Acquisitions:

During 2007, the
Company’s Americas segment paid $39.5 million in cash, primarily to acquire display faces in the United States. In addition, the Company’s International segment paid $29.6 million, which includes the acquisition of an outdoor advertising
business in Romania, additional equity interests in outdoor companies and the acquisition of advertising structures.

 


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This excerpt taken from the CCO 10-Q filed Nov 9, 2007.

Goodwill

The Company tests goodwill for impairment using a two-step process. The first step, used to screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The second step, used to measure the amount of the impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the nine-month period ended September 30, 2007:

 

(In thousands)    Americas    International    Total

Balance as of December 31, 2006

   $     667,297    $ 425,630    $     1,092,927

Acquisitions

     9,094      7,410      16,504

Foreign currency

     148      27,105      27,253

Adjustments

     599           599
                    

Balance as of September 30, 2007

   $ 677,138    $ 460,145    $ 1,137,283
                    

Note 3: RECENT DEVELOPMENTS

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