GRAY MEDIA, INC Goodwill & Intangibles Disclosure

13.	Goodwill and Intangible Assets

 

During the years ended December 31, 2025 and 2024, we acquired, adjusted and disposed of various television broadcast stations and broadcast licenses. As a result of these transactions, our goodwill and intangible balances changed during each of these years. See Note 3 “Acquisitions and Divestitures” for more information regarding these transactions.

 

For the year ended December 31, 2025, we recognized impairment charges of $28 million associated with the network affiliation and intangible assets of one station as it became independent. We also recognized an impairment charge of $2 million associated with a broadcast license. No impairments were recognized for the year ended December 31, 2024.

 

The following table presents a summary of changes in our goodwill and other intangible assets, on a net basis (in millions):

 

		Net Balance at				Acquisitions,												Net Balance at
		December 31,				Dispositions, and												December 31,
		2024				Adjustments, Net				Impairment				Amortization				2025
Goodwill		$	2,642			$	-			$	-			$	-			$	2,642
Broadcast licenses			5,311				-				(2	)			-				5,309
Finite-lived intangible assets			290				(1	)			(28	)			(104	)			157
Total intangible assets net of accumulated amortization		$	8,243			$	(1	)		$	(30	)		$	(104	)		$	8,108

 

		Net Balance at				Acquisitions,												Net Balance at
		December 31,				Dispositions, and												December 31,
		2023				Adjustments				Impairment				Amortization				2024
Goodwill		$	2,643			$	(1	)		$	-			$	-			$	2,642
Broadcast licenses			5,320				(9	)			-				-				5,311
Finite-lived intangible assets			415				-				-				(125	)			290
Total intangible assets net of accumulated amortization		$	8,378			$	(10	)		$	-			$	(125	)		$	8,243

 

The following table presents a summary of changes in our goodwill, on a gross basis (in millions):

 

						Acquisitions
		As of				and								As of
		December 31, 2024				Adjustments				Impairment				December 31, 2025
Goodwill, gross		$	2,741			$	-			$	-			$	2,741
Accumulated goodwill impairment			(99	)			-				-				(99	)
Goodwill, net		$	2,642			$	-			$	-			$	2,642

 

						Acquisitions
		As of				and								As of
		December 31, 2023				Adjustments				Impairment				December 31, 2024
Goodwill, gross		$	2,742			$	(1	)		$	-			$	2,741
Accumulated goodwill impairment			(99	)			-				-				(99	)
Goodwill, net		$	2,643			$	(1	)		$	-			$	2,642

 

The following table presents a summary of our intangible assets and related accumulated amortization (in millions):

 

		As of December 31, 2025												As of December 31, 2024
						Accumulated												Accumulated
		Gross				Amortization				Net				Gross				Amortization				Net
Intangible assets not currently subject to amortization:
Broadcast licenses		$	5,363			$	(54	)		$	5,309			$	5,365			$	(54	)		$	5,311
Goodwill			2,642				-				2,642				2,642				-				2,642
		$	8,005			$	(54	)		$	7,951			$	8,007			$	(54	)		$	7,953
Intangible assets subject to amortization:
Network affiliation agreements		$	170			$	(151	)		$	19			$	216			$	(160	)		$	56
Other finite-lived intangible assets			947				(809	)			138				992				(758	)			234
		$	1,117			$	(960	)		$	157			$	1,208			$	(918	)		$	290
Total intangible assets		$	9,122			$	(1,014	)		$	8,108			$	9,215			$	(972	)		$	8,243

 

Based on our intangible assets subject to amortization as of December 31, 2025, we expect that amortization of intangible assets for the succeeding five years will be as follows: 2026, $81 million; 2027, $42 million; 2028, $13 million; 2029, $3 million; 2030, $2 million; and thereafter, $16 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary from these estimates.

 

Impairment of Goodwill and Broadcast Licenses. We evaluate broadcast licenses and goodwill for impairment on an annual basis, or more often when certain triggering events occur. Goodwill is evaluated at the reporting unit level.

 

Our broadcasting operating segment is comprised of a single reporting unit. Each of the distinct businesses within our production companies operating segment represent a reporting unit. Therefore, we evaluate our goodwill for impairment for five reporting units. One reporting unit for all of our broadcast television operations and four for each of the distinct businesses within our production companies. The Company has considered the requirements as stipulated within ASC 350. Management has identified the applicable assets and liabilities for each of the reporting units in accordance with ASC 350.

 

In the performance of our annual broadcast license and reporting unit impairment assessments, we have the option of performing a qualitative assessment to determine if it is more likely than not that the respective asset has been impaired. In 2025, we performed a qualitative assessment for 74 of our broadcast licenses and three of our reporting units. In 2024, we performed a qualitative assessment for 56 of our broadcast licenses and three of our reporting units.

 

As part of this qualitative assessment we evaluate the relative impact of factors that are specific to the reporting units as well as industry, regulatory and macroeconomic factors that could affect the significant inputs used to determine the fair value of the assets. We also consider the significance of the excess fair value over the carrying value reflected in prior quantitative assessments and the changes to the reporting units’ carrying value since the last impairment test.

 

If we conclude that it is more likely than not that a broadcast license or reporting unit is impaired, or if we elect not to perform the optional qualitative assessment, we perform the quantitative assessment which involves comparing the estimated fair value of the broadcast license or reporting unit to its respective carrying value.

 

For our annual broadcast licenses impairment test in 2025 and 2024, we concluded that it was more likely than not that all of our broadcast licenses that were evaluated through a qualitative assessment were not impaired. We elected to perform a quantitative assessment for our remaining broadcast licenses. In 2025, we concluded that their fair values exceeded their carrying values for all but one broadcast license. For the one broadcast license whose fair value did not exceed its carrying value, we recorded an impairment charge of $2 million in 2025. In 2024, we concluded that the fair value of all broadcast licenses exceeded their carrying values. To estimate the fair value of our broadcast licenses, we considered assumptions related to historical market and station growth trends, third party market specific industry data, the anticipated performance of the stations and discount rates. Our valuation technique included theoretical assumptions of the costs that would be incurred to construct a station when the only owned asset is the broadcast license and theoretical assumptions for the associated revenues, operating margins and capital expenditures expected to be incurred in the start-up years. We also consider other relevant factors such as the technical qualities of the broadcast license and the number of competing broadcast licenses within that market.

 

For our annual goodwill impairment test in 2025 and 2024, we concluded that it was more likely than not that goodwill was not impaired. We elected to perform a quantitative assessment for our broadcasting and remaining production company reporting units and concluded that their fair values exceeded their carrying values. To estimate the fair value of our reporting units, we utilize a discounted cash flow model supported by a market multiple approach. We believe that a discounted cash flow analysis is the most appropriate methodology to test the recorded value of long-term assets with a demonstrated long-lived/enduring franchise value. We believe the results of the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our actual results and reasonable estimates of future performance, and also take into consideration a number of other factors deemed relevant by us including, but not limited to, expected future market revenue growth, market revenue shares and operating profit margins. We have historically used these approaches in determining the value of our reporting units. We also consider a market multiple approach to corroborate our discounted cash flow analysis. We believe that this methodology is consistent with the approach that a strategic market participant would utilize if they were to value our television stations and production companies.

 

We believe we have made reasonable estimates and utilized appropriate assumptions to evaluate whether the fair values of our broadcast licenses and reporting units were less than their carrying values. If future results are not consistent with our assumptions and estimates, including future events such as a deterioration of market conditions or significant increases in discount rates, we could be exposed to impairment charges in the future. Any resulting impairment loss could have a material adverse impact on our consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows.

 

See Note 1 “Description of Business and Summary of Significant Accounting Policies” for further discussion of our accounting policies regarding goodwill, broadcast licenses and other intangible assets.