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Business Combination
 3 Months Ended
Mar. 27, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combination BUSINESS COMBINATION
The Athletic Acquisition
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
On February 1, 2022, the Company acquired The Athletic in an all-cash transaction. The consideration paid of approximately $550 million was funded from cash on hand and included $523.5 million which we determined to be the purchase price for assets acquired and liabilities assumed, and $26.7 million paid in connection with the acceleration of The Athletic stock options. The stock options acceleration is included in Acquisition-related costs in our Condensed Consolidated Statements of Operations as of March 27, 2022.
The purchase price allocation has been prepared on a preliminary basis. As additional information becomes available, the Company may revise the allocation to certain assets and liabilities, including tax estimates. The Company will finalize the acquisition accounting within the required measurement period of one year.
The following table summarizes the preliminary allocation of the purchase price (at fair value) to the assets acquired and liabilities assumed of The Athletic as of February 1, 2022 (the date of acquisition):
(In thousands)Preliminary Purchase Price AllocationEstimated Useful Life (in years)
Total current assets$18,495 
Property, plant and equipment281 
3- 5
Right of use asset (1)
2,612 
Trademark (2)
160,000 20
Existing subscriber base (2)
135,000 12
Developed technology (2)
35,000 5
Content archive (2)
2,000 2
Goodwill249,792 Indefinite
Total current liabilities (3)
(41,107)
Other liabilities — Other
(3,491)
Deferred tax liability, net (4)
(35,116)
Total purchase price$523,466 
(1) Included in Miscellaneous assets in our Condensed Consolidated Balance Sheets.
(2) Included in Intangible assets, net in our Condensed Consolidated Balance Sheets.
(3) Includes Unexpired subscriptions revenue of $28.1 million.
(4) Included in Deferred income taxes in our Condensed Consolidated Balance Sheets.

Goodwill is primarily attributable to future subscribers expected to be acquired both organically and through synergies from adding The Athletic to the Company’s products as well as the acquired assembled workforce. Goodwill is not expected to be deductible for tax purposes. The fair value of trademarks is estimated using a relief from royalty valuation method, the fair
value of subscriber relationships is estimated using a multi-period excess earnings valuation method, and the fair value of developed technology and content archive is estimated using a replacement cost method.
The following unaudited pro forma summary presents consolidated information of the Company, including The Athletic, as if the business combination had occurred on December 27, 2021, the earliest period presented herein:
For the Quarters Ended
(In thousands)March 27, 2022March 28, 2021
Revenue$544,572 $487,167 
Net income/(loss)28,045 (8,215)
The pro forma adjustments include (1) transaction costs and other one-time non-recurring costs which reduced expenses by $47.8 million for the quarter ended March 27, 2022 and increased expenses by $47.8 million for the quarter ended March 28, 2021, (2) recognition of additional amortization related to the intangible assets acquired (3) alignment of accounting policies (4) recognition of the estimated income tax impact of the pro forma adjustments. The pro forma does not reflect cost savings or operating synergies expected to result from the acquisition. These pro forma results are illustrative only and not indicative of the actual results of operations that would have been achieved nor are they indicative of future results of operations.

Goodwill and Intangibles
The changes in the carrying amount of goodwill as of March 27, 2022, and since December 26, 2021, were as follows:
(In thousands)The New York Times GroupThe Athletic Total
Balance as of December 27, 2020$171,657 $— $171,657 
Foreign currency translation(5,297)(5,297)
Balance as of December 26, 2021166,360 — 166,360 
Foreign currency translation(1,952)— (1,952)
Acquisition of The Athletic — 249,792 249,792 
Balance as of March 27, 2022$164,408 $249,792 $414,200 
The foreign currency translation line item reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.
As of March 27, 2022, the gross book value and accumulated amortization of acquired intangible assets from the acquisition of The Athletic were as follows:
(In thousands)Gross book valueAccumulated amortizationNet book value
Trademark$160,000 $(1,333)$158,667 
Existing subscriber base135,000 (1,875)133,125 
Developed technology35,000 (1,167)33,833 
Content archive2,000 (167)1,833 
Total$332,000 $(4,542)$327,458 
Amortization expense for intangible assets from the acquisition of The Athletic included in Depreciation and amortization in our Condensed Consolidated Statements of Operations was $4.5 million as of March 27, 2022. The estimated aggregate amortization expense for the remainder of 2022 and each of the following fiscal years ending December 31 is presented below:
(In thousands)
Remainder of 2022$20,438 
202327,500 
202427,500 
202527,500 
202627,500 
Thereafter197,020 
Total amortization expense$327,458 
The aggregate carrying amount of intangible assets of $343.4 million, which includes an indefinite-lived intangible of $9.0 million, is included in Intangible assets, net in our Condensed Consolidated Balance Sheets as of March 27, 2022.