Note 10 - Subsequent Events

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

10

.     

Subsequent Events

Subsequent

Acquisitions

On

May

13,

2016,

we entered into an agreement with Withers Broadcasting Company of West Virginia to acquire WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA

169)

(the “Clarksburg Acquisition”) for a total purchase price of

$26.5

million. On

June

1,

2016,

we began operating the stations, subject to the ultimate control of the seller, under an LMA. Also, on

May

31,

2016,

we made a partial payment of

$16.5

million of the acquisition price and acquired certain non-license assets of these stations. On

May

1,

2017,

we completed the acquisition of the remaining assets of the stations and paid the remaining

$10.0

million of the total purchase price to the seller.

On

February

15,

2017,

we entered into an agreement with Community Broadcasting Service and Diversified Broadcasting, Inc. to acquire WABI –TV (CBS/CW) in the Bangor, Maine market (DMA

156)

and WCJB-TV (ABC/CW) in the Gainesville, Florida market (DMA

161)

(collectively, the “Diversified Acquisition”) for a total purchase price of

$85.0

million. On

April

1,

2017,

we commenced operating these stations, subject to the ultimate control of the sellers, pending completion of the acquisitions. We advanced

$68.0

million of the purchase price to the sellers on

April

3,

2017.

On

May

1,

2017,

we completed the Diversified Acquisition and paid the remaining amount due to the sellers.

The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of these acquisitions that we anticipate recording in our condensed consolidated financial statements are summarized as follows (in thousands):

	Acquisition
	Clarksburg		Diversified		Total
Property and equipment	$	3,000	$	13,500	$	16,500
Goodwill		3,000		30,000		33,000
Broadcast licenses		20,000		27,500		47,500
Other intangible assets		500		14,000		14,500
Total	$	26,500	$	85,000	$	111,500

Amounts in the table above are based upon management’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. 

Property and equipment are being depreciated over their estimated useful lives ranging from

three

years to

40

years.

Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements and favorable income leases. These intangible assets will be amortized over their estimated useful lives.

Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from each acquisition. We have preliminarily determined that

$33.0

million of goodwill will be recorded. The use of different estimates or assumptions could result in materially different allocations. The goodwill recognized related to these acquisitions is expected to be deductible for income tax purposes.

Incremental Term Loan Under

2017

Senior Credit Facility

On

April

3,

2017,

we borrowed

$85.0

million under the

2017

Incremental Term Loan under the

2017

Senior Credit Facility. The majority of these additional funds were used to fund the Diversified Acquisition. The interest rates and maturity applicable to the

2017

Incremental Term Loan are the same as the

2017

Initial Term Loan. As a result of our entering into the

2017

Incremental Term Loan, our combined quarterly principal payments will increase to

$1.6

million beginning on

June

30,

2017.

We incurred approximately

$0.4

million in deferred financing costs that will be amortized on a straight-line basis over the life of the loan.

Results of FCC Spectrum Auction

On

February

6,

2017,

we announced that we anticipate receiving

$90.8

million in proceeds from the FCC’s recently completed reverse auction for broadcast spectrum.

The anticipated proceeds reflect the FCC’s acceptance of

one

or more bids placed by us during the auction to modify and/or surrender spectrum used by certain of our television stations. We do not expect any material change in operations for us or for any individual market in which we operate.

We anticipate that the auction proceeds will be received in the

second

or

third

quarter of

2017.

Due to prior planning in connection with our recently completed acquisitions, we anticipate that we will be able to defer any related income tax payments on a long-term basis.

Pending Acquisition

On

May

4,

2017,

we announced that we have entered into an agreement to acquire WCAX-TV (CBS) in the Burlington, Vermont – Plattsburgh, New York television market (DMA

97)

from Mt. Mansfield Television, Inc., for

$29.0

million in cash. Subject to regulatory and other approvals, we expect to complete this acquisition later in the

third

quarter of

2017

primarily through the use of cash on hand and, if necessary, borrowings under our

2017

Senior Credit Facility.