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Note 2 - Acquisitions
6 Months Ended
Jun. 30, 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 (DMA
202
), 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.
 
On
May 1, 2017,
we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA
169
) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”) for a total purchase price of
$26.5
million. On
June 1, 2016,
we began operating the stations, subject to the control of the seller, under a local marketing agreement (“LMA”) that terminated upon completion of the acquisition.
 
On
May 1, 2017,
we acquired WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA
156
) and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA
161
) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”) for a total purchase price of
$85.0
million. On
April 1, 2017,
we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition.
 
We refer to the
seven
stations acquired (excluding the stations acquired in the Clarksburg Acquisition) during the
first
six
-months of
2017
and the stations we commenced operating under an LMA during that period as the
“2017
Acquisitions.”
We refer to the
13
stations acquired in
2016,
and that we retained in those acquisitions, including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on
June 1, 2016,
as the
“2016
Acquisitions.”
The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of the
2017
Acquisitions and the Clarksburg Acquisition are summarized as follows (in thousands):
 
 
 
Acquisition
 
 
 
 
 
 
 
Fairbanks
 
 
Media General
 
 
Clarksburg
 
 
Diversified
 
 
Total
 
                                         
Current assets
  $
122
    $
666
    $
462
    $
361
    $
1,611
 
Property and equipment
   
2,650
     
20,471
     
4,133
     
12,329
     
39,583
 
Goodwill
   
471
     
85,997
     
3,222
     
35,486
     
125,176
 
Broadcast licenses
   
2,228
     
149,846
     
17,003
     
26,219
     
195,296
 
Other intangible assets
   
2,702
     
13,398
     
2,234
     
11,051
     
29,385
 
Other non-current assets
   
71
     
282
     
51
     
27
     
431
 
Current liabilities
   
(140
)    
(695
)    
(554
)    
(423
)    
(1,812
)
Other long-term liabilities
   
(84
)    
-
     
(51
)    
(50
)    
(185
)
                                         
Total
  $
8,020
    $
269,965
    $
26,500
    $
85,000
    $
389,485
 
 
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
$21.5
million, advertising client relationships of
$4.1
million and favorable income leases of
$2.5
million. These intangible assets are being amortized over their estimated useful lives of
5.2
years for retransmission agreements,
4.2
years for advertising client relationships and
12.6
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
$125.2
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 include the results of each acquisition from the date of the respective transaction. Revenue and operating income attributable to the
2017
Acquisitions and included in our consolidated statements of operations for the
six
-months ended
June 30, 2017
were
$31.8
million and
$15.7
million, respectively. In connection with the
2017
Acquisitions we incurred a total of
$1.0
million of transaction related costs during the
six
-months ended
June 30, 2017,
primarily related to legal, consulting and other professional fees. Revenue and operating income attributable to the
2016
Acquisitions and included in our consolidated statements of operations for the
six
-months ended
June 30, 2016
were
$50.7
million and
$19.0
million, respectively.