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

NOTE 2 – Goodwill and other intangible assets

 

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

 

 

Mar. 31, 2024

 

 

Dec. 31, 2023

 

 

Gross

 

 

Accumulated Amortization

 

 

Gross

 

 

Accumulated Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

$

3,015,973

 

 

$

 

 

$

2,981,587

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Indefinite-lived intangibles:

 

 

 

 

 

 

 

 

 

 

 

Television and radio station FCC broadcast licenses

 

2,124,731

 

 

 

 

 

 

2,124,731

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Retransmission agreements

 

101,423

 

 

 

(88,477

)

 

 

113,621

 

 

 

(95,619

)

Network affiliation agreements

 

275,524

 

 

 

(116,239

)

 

 

309,502

 

 

 

(144,834

)

Other

 

105,467

 

 

 

(52,717

)

 

 

71,067

 

 

 

(49,496

)

Total indefinite-lived and amortizable intangible assets

$

2,607,145

 

 

$

(257,433

)

 

$

2,618,921

 

 

$

(289,949

)

 

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, which are also amortized on a straight-line basis over their useful lives. In the first quarter of 2024, gross intangible assets and associated accumulated amortization decreased by $46.2 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)/Over-the-Top (OTT) advertising. The acquisition will expand Premion’s capabilities in the growing CTV marketplace by combining Octillion’s technology with Premion’s local CTV/OTT 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 will be entitled to receive if the Octillion Media business achieves certain technological and financial milestones during a defined period following the closing. Through the first quarter of 2024, $52.8 million of the purchase price had been paid.

 

The acquisition was funded with available cash on hand.

 

We are accounting 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 exceeds the fair value of the net assets acquired was recorded as goodwill. We have commenced the appraisals necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized. Based on preliminary 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. The goodwill and intangible assets are expected to be deductible for tax purposes.

 

The amounts recorded for acquired assets and liabilities are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date.