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Goodwill and other intangible assets
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and other intangible assets

NOTE 2 – Goodwill and other intangible assets

 

We operate as one operating and reportable segment which includes a goodwill balance of $3.02 billion as of December 31, 2024 and $2.98 billion as of December 31, 2023.

 

The following table displays indefinite-lived intangible assets and amortizable intangible assets as of December 31, 2024 and 2023 (in thousands):

 

 

Gross

 

 

Accumulated Amortization

 

 

Net

 

Dec. 31, 2024

 

 

 

 

 

 

 

 

Indefinite-lived intangibles:

 

 

 

 

 

 

 

 

Television and radio station FCC broadcast licenses

$

2,124,731

 

 

$

 

 

$

2,124,731

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

Retransmission agreements

 

 

 

 

 

 

 

 

Network affiliation agreements

 

266,018

 

 

 

(122,539

)

 

 

143,479

 

Other

 

104,198

 

 

 

(62,636

)

 

 

41,562

 

Total indefinite-lived and amortizable intangible assets

$

2,494,947

 

 

$

(185,175

)

 

$

2,309,772

 

 

 

 

 

 

 

 

 

 

Dec. 31, 2023

 

 

 

 

 

 

 

 

Indefinite-lived intangibles:

 

 

 

 

 

 

 

 

Television and radio station FCC broadcast licenses

$

2,124,731

 

 

$

 

 

$

2,124,731

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

Retransmission agreements

 

113,621

 

 

 

(95,619

)

 

 

18,002

 

Network affiliation agreements

 

309,502

 

 

 

(144,834

)

 

 

164,668

 

Other

 

71,067

 

 

 

(49,496

)

 

 

21,571

 

Total indefinite-lived and amortizable intangible assets

$

2,618,921

 

 

$

(289,949

)

 

$

2,328,972

 

 

Our retransmission agreements and network affiliation agreements are amortized on a straight-line basis over their estimated useful lives. Other intangibles primarily include distribution agreements from our multicast networks acquisition and acquired technology from our acquisition of Octillion Media, discussed below, which are also amortized on a straight-line basis over their useful lives. In 2024, gross amortizable intangible assets and associated accumulated amortization decreased by $158.4 million, due to certain intangible assets reaching the end of their useful lives.

 

On January 31, 2024, Premion, LLC acquired substantially all the assets of Octillion Media, a next-generation, demand-side platform focused on Local Connected TV (CTV)/streaming apps advertising. The acquisition expands Premion’s capabilities in the growing CTV marketplace by combining Octillion’s technology with Premion’s local CTV/streaming app advertising solution.

The base purchase price of the acquisition was $56.0 million plus an adjustment for working capital and a maximum earnout of $14.0 million that the sellers are entitled to receive if the Octillion Media business achieves three separate technological and financial milestones during a defined period following the closing. In 2024, the Octillion Media business achieved the performance milestones contemplated by the first earnout, and as a result we paid $4.7 million of additional consideration to the sellers during the third quarter. No earnout was earned under the second milestone and achievement under the third milestone will be determined in 2025. Based on a re-evaluation of the expected achievement of the earnouts as of December 31, 2024, we reduced the earnout liability by $3.5 million related to a failure to achieve the second milestone in the fourth quarter. During 2024, $59.0 million of the purchase price was paid.

The acquisition was funded with available cash on hand.

We accounted for the acquisition as a business combination, which required us to record the assets acquired and liabilities assumed at fair value. The amount by which the purchase price exceeded the fair value of the net assets acquired was recorded as goodwill. Based on our valuations we have recorded $34.4 million of intangible assets related to acquired technology and customer relationships. We also recorded an additional $34.4 million as goodwill, which represents the future economic benefits expected to arise from the acquisition that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate. Substantially all of the goodwill and intangible assets are deductible for tax purposes. During the fourth quarter of 2024, we completed our calculation of the fair value of the assets acquired and liabilities assumed for the acquisitions; therefore, these amounts are now final.

 

The following table shows the projected annual amortization expense related to amortizable intangible assets existing as of December 31, 2024 (in thousands):

 

2025

$

35,348

 

2026

 

31,310

 

2027

 

21,457

 

2028

 

20,524

 

2029

 

14,200

 

Thereafter

 

62,202

 

Total

$

185,041