USA TODAY Co., Inc.TDAY
USA TODAY Co., Inc. Goodwill & Intangibles Disclosure
NOTE 7 — Goodwill and intangible assets
Goodwill and intangible assets consisted of the following:
December 31, 2025 | December 31, 2024 | ||||||||||
In thousands | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||
Finite-lived intangible assets: | |||||||||||
Advertiser relationships | $434,928 | $317,104 | $117,824 | $445,356 | $279,176 | $166,180 | |||||
Other customer relationships | 88,609 | 67,427 | 21,182 | 89,106 | 59,198 | 29,908 | |||||
Subscriber relationships | 240,272 | 205,602 | 34,670 | 250,820 | 183,895 | 66,925 | |||||
Other intangible assets | 66,870 | 66,837 | 33 | 66,870 | 66,212 | 658 | |||||
Sub-total | $830,679 | $656,970 | $173,709 | $852,152 | $588,481 | $263,671 | |||||
Indefinite-lived intangible assets: | |||||||||||
Mastheads | 164,136 | 166,703 | |||||||||
Total intangible assets | $337,845 | $430,374 | |||||||||
Goodwill | $518,762 | $530,028 | |||||||||
As of December 31, 2025, the weighted average amortization periods for amortizable intangible assets were 11.0 years for
advertiser relationships, 10.0 years for other customer relationships, 10.1 years for subscriber relationships, and 3.9 years for
other intangible assets. The weighted average amortization period in total for all amortizable intangible assets is 10.1 years.
For the years ended December 31, 2025, 2024, and 2023, amortization expense was $79.4 million, $88.1 million, and $90.0
million, respectively.
As of December 31, 2025, the estimated future amortization expense for each of the five fiscal years was as follows: 2026 -
$60.5 million; 2027 - $59.5 million; 2028 - $24.4 million; 2029 - $18.8 million; and 2030 and thereafter - $10.5 million.
Changes in the carrying amount of Goodwill by segment are as follows:
In thousands | USA TODAY Media | Newsquest | LocaliQ | Total | |||
Balance at December 31, 2023 | $401,057 | $15,348 | $117,471 | $533,876 | |||
Divestitures | (3,662) | — | — | (3,662) | |||
Foreign exchange | 13 | (199) | — | (186) | |||
Balance at December 31, 2024 | $397,408 | $15,149 | $117,471 | $530,028 | |||
Divestitures | (12,375) | — | — | (12,375) | |||
Foreign exchange | (7) | 1,116 | — | 1,109 | |||
Balance at December 31, 2025 | $385,026 | $16,265 | $117,471 | $518,762 |
As of both December 31, 2025 and 2024, the carrying amount of goodwill reflected accumulated impairment losses of
$340.8 million, $70.5 million and $44.1 million related to impairments at the USA TODAY Media, Newsquest and LocaliQ
segments, respectively.
Annual impairment assessment
The Company performed its goodwill and indefinite-lived intangible impairment assessment in the fourth quarter of 2025
with the assistance of third-party valuation specialists. Determining fair value requires the exercise of significant judgments,
including judgments about appropriate discount rates, long-term growth rates, company earnings multiples and relevant
comparable transactions, as applicable, and the amount and timing of expected future cash flows. The cash flows employed in
the analysis are based on the Company's internal forecasts, which considered the current and expected future economic and
market conditions for each reporting unit. The long-term growth rates are dependent on various factors and could be adversely
impacted by a sustained decrease in overall market growth rates, the competitive environment, relative currency exchange rates
and a sustained increase in inflation, all of which the Company considered in determining the long-term growth rates used in
the 2025 analysis, which ranged from 0% to 3.0%. The discount rates for each reporting unit are determined based on the
inherent risks of each reporting unit's underlying operations and may be impacted by adverse changes in the macroeconomic
environment and volatility in the equity and debt markets. The Company considered these factors in determining the discount
rates used in the 2025 analysis, which ranged from 13.0% to 20.0%.
For goodwill, the Company determined the fair value of each reporting unit using a combination of a discounted cash flow
analysis and a market-based approach. During the fourth quarter of 2025, the Company compared the fair value of each
reporting unit to its carrying amount, which resulted in the fair value of all the reporting units being in excess of their carrying
values.
For mastheads, the Company applied a "relief from royalty" approach, a discounted cash flow model, reflecting current
assumptions, to determine the fair value of indefinite-lived intangible assets. During the fourth quarter of 2025, the Company
compared the fair value of each indefinite-lived intangible asset to its carrying amount, which resulted in the fair value of each
indefinite-lived intangible asset being in excess of its carrying value.
In addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has
occurred under ASC 360, "Property, Plant and Equipment ("ASC 360"), which would require interim impairment testing. As of
December 31, 2025, the Company performed a review of potential indicators for its long-lived asset groups under ASC 360 and
it was determined that no indicators of impairment were present.
During 2024 and 2023, there were no impairments of goodwill and indefinite-lived intangible assets.
While the Company believes its judgments represent reasonably possible outcomes based on available facts and
circumstances, adverse changes to the assumptions, including those related to macroeconomic factors, comparable public
company trading values and prevailing conditions in the capital markets, could lead to future declines in the fair value of a
reporting unit. The Company continually evaluates whether current factors or indicators, such as prevailing conditions in the
business environment, capital markets or the economy generally, and actual or projected operating results, require the
performance of an interim impairment assessment of goodwill, as well as other long-lived assets. For example, any significant
shortfall, now or in the future, in advertising revenues or subscribers and/or consumer acceptance of our products could lead to
a downward revision in the fair value of certain reporting units.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 25, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.