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 Media Company in an all-cash transaction. The consideration paid of approximately $550.0 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 Media Company stock options. The stock options acceleration is included in Acquisition-related costs in our Consolidated Statements of Operations for the year ended December 31, 2022.

The following table summarizes the allocation of the purchase price (at fair value) to the assets acquired and liabilities assumed of The Athletic Media Company as of February 1, 2022 (the date of acquisition):


(In thousands)	Purchase Price Allocation		Estimated Useful Life (in years)
Total current assets	$	18,495
Property, plant and equipment	281		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
Goodwill (5)	251,360		Indefinite
Total current liabilities (3)(5)	(41,399)
Other liabilities — Other	(3,491)
Deferred tax liability, net (4)(5)	(36,392)

Total purchase price	$	523,466

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 28, 2020, the first day of fiscal year ended December 26, 2021, which is the earliest period presented herein:

Adjustments made to the pro forma summary include (1) transaction costs and other one-time non-recurring costs that reduced expenses by $47.8 million for the year ended December 31, 2022, and increased expenses by $47.8 million for the year ended December 26, 2021; (2) recognition of additional amortization related to the intangible assets acquired; (3) alignment of accounting policies; and (4) recognition of the estimated income tax impact of the pro forma adjustments. The pro forma summary 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.


(In thousands)	The New York Times Group		The Athletic		Total Company
Balance as of December 27, 2020	$	171,657	$	—	$	171,657
Foreign currency translation	(5,297)				(5,297)
Balance as of December 26, 2021	166,360		—		166,360
Foreign currency translation	(3,674)		—		(3,674)
Acquisition of The Athletic Media Company	—		249,792		249,792
Measurement period adjustments(1)	—		1,568		1,568
Balance as of December 31, 2022	$	162,686	$	251,360	$	414,046

(1) Includes measurement period adjustment related to deferred tax asset and working capital adjustments in connection with The Athletic Media Company acquisition.

The foreign currency translation line item in AOCI reflects changes in goodwill resulting from fluctuating exchange rates related to the consolidation of certain international subsidiaries.

For the 2022 annual impairment testing, the Company reassessed the fair value of its indefinite-lived intangible asset and recorded an impairment of approximately $4.1 million. As of December 31, 2022, and December 26, 2021, the carrying value of the indefinite-lived intangible asset was $5.0 million and $9.0 million, respectively. See Note 2 for factors the Company considers when assessing indefinite-lived intangible assets for impairment.


(In thousands)	Gross book value		Accumulated amortization		Net book value		Weighted-Average Useful Life (Years)
Trademark	$	162,618	$	(8,661)	$	153,957	19.2
Existing subscriber base	136,500		(11,812)		124,688		11.2
Developed technology	38,401		(8,043)		30,358		4.2
Content archive	5,751		(2,420)		3,331		2.8
Total	$	343,270	$	(30,936)	$	312,334	14.4

Amortization expense for intangible assets included in Depreciation and amortization in our Consolidated Statements of Operations for the fiscal year ended December 31, 2022, was $27.1 million. The estimated aggregate amortization expense for each of the following fiscal years ending December 31 is presented below: