XML 19 R8.htm IDEA: XBRL DOCUMENT v3.7.0.1
Note 2 - Acquisitions
3 Months Ended
Mar. 31, 2017
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
2
.
      
Acquisitions
 
On
January
13,
2017,
we acquired KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TV (FOX) in the Fairbanks, Alaska television market, from Tanana Valley Television Company and Tanana Valley Holdings, LLC for
$8.0
million (the “Fairbanks Acquisition”), using cash on hand.
 
As described above, on
January
17,
2017,
we completed the Media General Acquisition, for an adjusted purchase price of
$269.9
million using cash on hand.
 
We refer to the acquisitions completed through
March
31,
2017,
collectively, as the
“2017
Acquisitions.” The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of the
2017
Acquisitions are summarized as follows (in thousands):
 
 
 
Acquisition
 
 
 
 
 
 
 
Fairbanks
 
 
Media General
 
 
Total
 
                         
Current assets
  $
122
    $
666
    $
788
 
Property and equipment
   
2,650
     
20,471
     
23,121
 
Goodwill
   
471
     
85,919
     
86,390
 
Broadcast licenses
   
2,228
     
149,846
     
152,074
 
Other intangible assets
   
2,702
     
13,398
     
16,100
 
Other non-current assets
   
71
     
282
     
353
 
Current liabilities
   
(140
)    
(695
)    
(835
)
Other long-term liabilities
   
(84
)    
-
     
(84
)
                         
Total
  $
8,020
    $
269,887
    $
277,907
 
 
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.
 
Other intangible assets represent primarily the estimated fair values of retransmission agreements of
$13.8
million and favorable income leases of
$1.5
million. These intangible assets are being amortized over their estimated useful lives of
5.0
years for retransmission agreements and
13.4
years for favorable income leases.
 
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 recorded
$86.4
million of goodwill related to
2017
Acquisitions. The use of different estimates or assumptions could result in materially different allocations. The goodwill recognized related to these acquisitions is deductible for income tax purposes.
 
Our consolidated results of operations for the
three
-months ended
March
31,
2017
include the results of the
2017
Acquisitions from the date of each transaction. Revenue and operating income attributable thereto and included in our consolidated statements of operations were
$10.9
million and 
$2.8
million, respectively. In connection with the
2017
Acquisitions we incurred a total of
$0.6
million of transaction related costs during the
three
-months ended
March
31,
2017,
primarily related to legal, consulting and other professional fees.