Note 3 - Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

3. Acquisitions and Divestitures

During 2019, 2018 and 2017, we completed a number of acquisition and divestiture transactions. The acquisition transactions were and are expected to, among other things, increase our revenues and cash flows from operating activities, and allow us to operate more efficiently and effectively by increasing our scale and providing us, among other things, with the ability to negotiate more favorable terms in our agreements with third parties.

2019 Acquisitions and Divestitures.

Raycom Merger. On January 2, 2019, we completed an acquisition of all the equity interests of Raycom Media, Inc. (“Raycom”). In connection with the acquisition of Raycom and on the same date, Gray assumed and completed Raycom’s pending acquisitions of WUPV-DT in the Richmond, Virginia market and KYOU-TV in the Ottumwa, Iowa market. To facilitate regulatory approval of the acquisition of Raycom and to satisfy the conditions placed on the acquisition by the Antitrust Division of the United States Department of Justice (the “DOJ”) and the FCC, we completed the divestiture of nine television stations in overlapping markets. We refer to the acquisition of Raycom, WUPV-DT and KYOU-TV and the divestiture of the stations in the nine overlapping markets collectively as the “Raycom Merger.”

The Raycom Merger completed our transformation from a small, regional broadcaster to a leading media company with nationwide scale based on high-quality stations with exceptional talent in attractive markets. The following table lists the stations acquired and retained, net of divestitures:

		Station
DMA	Designated Market Area	Call	Network
Rank	("DMA")	Letters	Affiliation
12	Tampa-St. Petersburg (Sarasota), FL	WWSB	ABC
19	Cleveland-Akron (Canton)	WOIO	CBS
19	Cleveland-Akron (Canton)	WUAB	CW
21	Charlotte, NC	WBTV	CBS
36	West Palm Beach-Ft. Pierce, FL	WFLX	FOX
37	Cincinnati, OH	WXIX	FOX
44	Birmingham (Ann and Tusc)	WBRC	FOX
48	Louisville, KY	WAVE	NBC
50	New Orleans, LA	WVUE	FOX
51	Memphis, TN	WMC	NBC
54	Richmond- Petersburg, VA	WWBT	NBC
54	Richmond- Petersburg, VA	WUPV	CW
65	Tucson (Nogales), AZ	KOLD	CBS
66	Honolulu, HI	KHNL	NBC
66	Honolulu, HI	KGMB	CBS
66	Honolulu, HI	KHBC	NBC/CBS
66	Honolulu, HI	KOGG	NBC/CBS
75	Columbia, SC	WIS	NBC
78	Huntsville- Decatur (Florence), AL	WAFF	NBC
84	Paducah, KY/Cape Girardeau, MO/ Harrisburg, IL	KFVS	CBS
86	Shreveport, LA	KSLA	CBS
89	Savannah, GA	WTOC	CBS
91	Charleston, SC	WCSC	CBS
94	Baton Rouge, LA	WAFB	CBS
94	Baton Rouge, LA	WBXH	MY
95	Jackson, MS	WLBT	NBC
97	Myrtle Beach-Florence	WMBF	NBC
102	Boise, ID	KNIN	FOX
105	Evansville, IN	WFIE	NBC
114	Tyler-Longview, TX	KLTV	ABC
114	Tyler-Longview, TX	KTRE	ABC
122	Montgomery, AL	WSFA	NBC
127	Wilmington, NC	WECT	NBC
130	Columbus, GA (Opelika, AL)	WTVM	ABC
132	Amarillo, TX	KFDA	CBS
132	Amarillo, TX	KEYU	TEL
142	Lubbock, TX	KCBD	NBC
145	Odessa/Midland, TX	KWAB	CW
145	Odessa/Midland, TX	KTLE	TEL
147	Wichita Falls, TX & Lawton, OK	KSWO	ABC
147	Wichita Falls, TX & Lawton, OK	KKTM	TEL
154	Albany, GA	WALB	NBC/ABC
155	Biloxi-Gulfport, MS	WLOX	ABC/CBS
167	Hattiesburg/Laurel, MS	WDAM	NBC/ABC
183	Jonesboro, AR	KAIT	ABC/NBC
201	Ottumwa, IA/Kirksville, MO	KYOU	FOX/NBC

On January 2, 2019, the following stations were acquired from Raycom and their assets were immediately divested in eight markets as follows (dollars in millions):

	Total
	Cash
	Consideration		Television
Purchaser	Received		Station	Location	DMA
Lockwood Broadcasting, Inc.	$	67	WTNZ	Knoxville, TN	61
			WFXG	Augusta, GA	108
			WPGX	Panama City, FL	149
			WDFX	Dothan, AL	171
Scripps Media, Inc.		55	KXXV	Waco-Temple-Bryan, TX	82
			KRHD	Waco-Temple-Bryan, TX	82
			WTXL	Tallahassee, FL	109
TEGNA, Inc.		109	WTOL	Toledo, OH	80
			KWES	Odessa - Midland, TX	145
Total	$	231

The allocated portion of net consideration paid for the assets and liabilities divested for the stations in these eight overlap markets was approximately $234 million.

The net consideration paid to acquire Raycom consisted of $2.84 billion of cash, 11.5 million shares of our common stock, valued at $170 million (a non-cash financing transaction), and $650 million of a new series of preferred stock (a non-cash financing transaction), for a total of $3.66 billion. Please refer to Note 6 “Stockholders Equity” and Note 7 “Preferred Stock” for further information. The cash consideration paid to acquire the two stations that Raycom had previously agreed to acquire (KYOU-TV and WUPV-TV listed above) was $17 million. The following table summarizes the consideration paid related to the Raycom Merger and the amount representing the net assets acquired and liabilities assumed (in millions):

				KYOU
				and		Net
	Raycom			WUPV		Consideration
Purchase Price	$	3,660		$	17	$	3,677
Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019		(234	)		-		(234	)
Purchase consideration for assets acquired and liabilities assumed net of divestitures	$	3,426		$	17	$	3,443

United Acquisition. On May 1, 2019, we acquired the assets of WWNY-TV (CBS) and WNYF-CD (FOX) in Watertown, New York (DMA 181) and KEYC-TV (CBS/FOX) in Mankato, Minnesota (DMA 198) from United Communications Corporation (the “United Acquisition”) for an adjusted purchase price of $48 million of cash, excluding Transaction Related Expenses. We began operating those stations on March 1, 2019 under a local programming and marketing agreement, which increased the total number of our markets from 91 to 93.

 Sioux Falls Acquisition. On September 25, 2019, we acquired KDLT-TV (NBC), in the Sioux Falls, South Dakota market (DMA 113), for $33 million, using cash on hand (the “Sioux Falls Acquisition”).

Charlottesville Acquisition and Divestiture. On October 1, 2019, we acquired the assets of WVIR-TV (NBC) in the Charlottesville, Virginia market (DMA 182) from Waterman Broadcasting Corporation for $13 million using cash on hand (the “Charlottesville Acquisition”). Also, on October 1, 2019, in order to meet regulatory requirements, we divested our legacy stations in that market, WCAV-TV (CBS/FOX) and WVAW-TV (ABC). The divestitures resulted in a gain of approximately $19 million.

The following table summarizes the values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger, the United Acquisition, The Sioux Falls Acquisition and the Charlottesville Acquisition (together, the “2019 Acquisitions”) (in millions):

	2019 Acquisitions
	Raycom			United		Sioux Falls			Charlottesville		Total
Cash	$	115		$	-	$	-		$	-	$	115
Accounts receivable, net		243			3		1			1		248
Program broadcast rights		12			-		-			-		12
Other current assets		10			-		-			-		10
Property and equipment		311			10		10			7		338
Operating lease right of use asset		52			-		-			-		52
Goodwill		829			3		2			-		834
Broadcast licenses		2,004			24		14			2		2,044
Other intangible assets		504			8		7			3		522
Other non-current assets		20			-		-			-		20
Accrued compensation and benefits		(29	)		-		-			-		(29	)
Program broadcast obligations		(16	)		-		-			-		(16	)
Other current liabilities		(60	)		-		(1	)		-		(61	)
Income taxes payable		(3	)		-		-			-		(3	)
Deferred income taxes		(472	)		-		-			-		(472	)
Operating lease liabilities		(52	)		-		-			-		(52	)
Other long-term liabilities		(25	)		-		-			-		(25	)
Total	$	3,443		$	48	$	33		$	13	$	3,537

Because of the magnitude and complexity of the calculations involved and the inherent issues related to the integration of our operations, the valuation of the assets acquired, liabilities assumed and resulting goodwill of the United Acquisition, Sioux Falls Acquisition and the Charlottesville Acquisition are not yet final. However, we expect that any adjustments to these amounts reported in subsequent periods will not be material to our financial statements as a whole. These amounts are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the fair value of the acquired assets and assumed liabilities, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.

Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $2 million more than their recorded fair value.

Property and equipment are recorded at their fair value and 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 of $322 million, shared services agreements of $98 million, and network affiliation agreements of $50 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.1 years for retransmission agreements, approximately 7.7 years for shared services agreements, and approximately 3.7 years for network affiliation agreements.

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 recorded $829 million of goodwill related to stations acquired and retained in the Raycom Merger: $3 million of goodwill related to the stations acquired in the United Acquisition; $2 million of goodwill related to the stations acquired in the Sioux Falls Acquisition; and goodwill related to the stations acquired in the Charlottesville Acquisition was not material. A portion of the goodwill acquired in the Raycom Merger, in the amount of approximately $150 million, will be deductible by us for income tax purposes.

The Company’s consolidated results of operations for year ended December 31, 2019 includes the results of the Raycom Merger beginning on January 2, 2019, the United Acquisition beginning on March 1, 2019, the Sioux Falls Acquisition beginning on September 25, 2019, and the Charlottesville Acquisition beginning on October 1, 2019. Revenues attributable to the 2019 Acquisitions and included in our consolidated statement of operations for the year ended December 31, 2019 was $1.1 billion. Operating income attributable to the 2019 Acquisitions and included in our consolidated statement of operations for the year ended December 31, 2019 was $198 million.

The following table summarizes the approximate Transaction Related Expenses incurred in connection with the 2019 Acquisitions, during the years ended December 31, 2019 and 2018, by type and by financial statement line item (in millions):

	Year Ended
	December 31,
	2019		2018
Transaction Related Expenses by type:
Legal, consulting and other professional fees	$	24	$	8
Incentive compensation and other severance costs		21		3
Termination of sales representation and other agreements		34		-
Total Transaction Related Expenses	$	79	$	11
Transaction Related Expenses by financial statement line item:
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:
Broadcast	$	45	$	3
Corporate and administrative		34		8
Total Transaction Related Expenses	$	79	$	11

 Unaudited Pro Forma Financial Information – 2019 Acquisitions. The following table sets forth certain unaudited pro forma information for the years ended December 31, 2019 and 2018 assuming that the 2019 Acquistions occurred on January 1, 2018 (in millions, except per share data):

	Year Ended
	December 31,
	2019		2018
Revenue (less agency commissions)	$	2,139	$	2,212
Net income	$	241	$	286
Net income attributable to common stockholders	$	189	$	234
Basic net income per share	$	2.43	$	3.25
Diluted net income per share	$	2.41	$	3.21

This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired, net of divestitures, included in the 2019 Acquisitions, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed the 2019 Acquisitions on January 1, 2018 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the years ended December 31, 2019 and 2018 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, Transaction Related Expenses and related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions.

2018 Divestiture. On December 31, 2018, in order to facilitate regulatory approval of the Raycom Merger, we sold the assets of WSWG-TV (DMA 154) in the Albany, Georgia television market for $9 million, excluding Transaction Related Expenses, to Marquee Broadcasting, Inc. and Marquee Broadcasting Georgia, Inc. In connection with the divestiture of the assets of WSWG-TV, we recorded a gain of approximately $5 million in the fourth quarter of 2018.

2017 Acquisitions. On January 13, 2017, we acquired the assets of KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TV (FOX) in the Fairbanks, Alaska television market (DMA 203), from Tanana Valley Television Company and Tanana Valley Holdings, LLC for an adjusted purchase price of $8 million (the “Fairbanks Acquisition”), using cash on hand.

On January 17, 2017, we acquired the assets of two television stations that were divested by Nexstar Broadcasting, Inc. upon its merger with Media General, Inc. (“Media General”): WBAY-TV (ABC), in the Green Bay, Wisconsin television market (DMA 67), and KWQC-TV (NBC), in the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or “Quad Cities” television market (DMA 103), for an adjusted purchase price of $270 million (the “Media General Acquisition”) using cash on hand. The Media General Acquisition was completed, in part, through a transaction with a VIE known as Gray Midwest EAT, LLC (“GME”), pursuant to which GME acquired the broadcast licenses of the stations. On May 30, 2017, we exercised an option to acquire the licenses held by GME pending receipt of proceeds from the FCC’s reverse auction for broadcast spectrum (the “FCC Spectrum Auction”). Upon receipt of the auction proceeds from the FCC on August 7, 2017, we completed the acquisition of the broadcast licenses from GME.

During the period that GME held those broadcast licenses we believe we were the primary beneficiary of GME because, subject to the ultimate control of the licensees, we had the power to direct the activities that significantly impact the economic performance of GME through the services we provided, and our obligation to absorb losses and right to earn returns that would be considered significant to GME. As a result, we included the assets, liabilities and results of operations of GME in our consolidated financial statements beginning on January 17, 2017 and continuing through August 7, 2017, the date that we were no longer deemed to be the primary beneficiary of GME.

On May 1, 2017, we acquired the assets of WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA 173) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”) for a total purchase price of $26 million with cash on hand. On May 13, 2016, we announced that we agreed to enter into the Clarksburg Acquisition. On June 1, 2016, we made a partial payment of $16 million and acquired the non-license assets of these stations. Also, on that date we began operating these 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 the assets of WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA 159) and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA 156) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”) for a total purchase price of $85 million with cash on hand. 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.

On August 1, 2017, we acquired the assets of WCAX-TV (CBS) in the Burlington, Vermont – Plattsburgh, New York television markets (DMA 96) from Mt. Mansfield Television, Inc., for an adjusted purchase price of $29 million in cash (the “Vermont Acquisition”). On June 1, 2017, we advanced $23 million of the purchase price to the seller and began to operate the station under an LMA, subject to the control of the seller. At closing, we paid the remaining $6 million of the purchase price with cash on hand and the LMA was terminated.

We refer to the eight stations that we began operating and acquired (excluding the stations acquired in the Clarksburg Acquisition, which we began operating under an LMA in 2016) during 2017 as the “2017 Acquisitions.” The following table summarizes fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of the 2017 Acquisitions and the Clarksburg Acquisition (in millions):

	2017 Acquisitions
	Fairbanks		Media General			Clarksburg			Diversified		Vermont		Total
Current assets	$	-	$	1		$	1		$	-	$	-	$	2
Property and equipment		3		20			4			12		10		49
Goodwill		-		86			3			36		3		128
Broadcast licenses		2		150			17			26		8		203
Other intangible assets		3		13			2			11		5		34
Other non-current assets		-		1			-			-		3		4
Current liabilities		-		(1	)		(1	)		-		-		(2	)
Total	$	8	$	270		$	26		$	85	$	29	$	418

These amounts are based upon management’s determination of the fair values using valuation techniques including income, cost and market approaches. In determining the fair value of the acquired assets and assumed liabilities, the fair values were determined based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.

Property and equipment are recorded at their fair value and 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 of $28 million; advertising client relationships of $5 million; and favorable income leases of $3 million. These intangible assets are being amortized over their estimated useful lives of approximately 5.1 years for retransmission agreements: approximately 10.7 years for advertising client relationships and approximately 11.9 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 recorded $128 million of goodwill related to stations acquired in 2017. The goodwill recognized related to these acquisitions is deductible for income tax purposes.

The Company’s consolidated results of operations for year ended December 31, 2017 include the results of the 2017 Acquisitions from the date of each transaction. Revenues attributable thereto and included in our consolidated statement of operations for the year ended December 31, 2017 were $80 million. Operating income attributable thereto and included in our consolidated statement of operations for year ended December 31, 2017 was $34 million.

In connection with acquiring the 2017 Acquisitions, we incurred $1 million of Transaction Related Expenses during the year ended December 31, 2017, primarily related to legal, consulting and other professional services.

Unaudited Pro Forma Financial Information – 2017 Acquisitions. The following table sets forth certain unaudited pro forma information for the year ended December 31, 2017 assuming that the acquisitions completed in 2017 occurred on January 1, 2017 (in millions, except per share data):

	Years Ended
	December 31,
	2017
Revenue (less agency commissions)	$	895
Net income	$	261
Basic net income per share	$	3.57
Diluted net income per share	$	3.53

This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the acquisitions completed in 2017, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we acquired each of the stations acquired in 2017 on January 1, 2017 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the year ended December 31, 2017 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, and the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions.