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Acquisitions
6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Acquisitions

On June 16, 2014, we closed our acquisition of two television stations owned by Granite Broadcasting Corporation — the Detroit MyNetworkTV affiliate WMYD-TV and the Buffalo, N.Y. ABC affiliate WKBW-TV ("Acquired Granite Stations") — for $110 million in cash. The acquisition of WMYD-TV creates a duopoly with our largest station, Detroit ABC affiliate WXYZ-TV.

Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair value of the assets acquired as of June 16, 2014:
(in thousands)
 
 
 
 
 
Assets:
 
 
Property, plant and equipment
 
$
12,133

Intangible assets
 
49,200

Goodwill
 
48,667

Net purchase price
 
$
110,000



Of the $49 million allocated to intangible assets, $21 million was for FCC licenses which we have determined to have an indefinite life and therefore will not be amortized. The remaining balance of $28 million will be allocated to retransmission agreements, television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years.

The goodwill of $48.7 million arising from the transaction consists largely of synergies and economies of scale and other benefits of a larger broadcast footprint, as well as synergies from being able to create a duopoly in our Detroit market. We have allocated the goodwill to our television segment. We will treat the transaction as an asset acquisition for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes.

Pro forma results of operations, assuming the transaction had taken place at the beginning of 2013, are included in the following table. The pro forma information includes the historical results of operations of Scripps and the Acquired Granite Stations and adjustments for additional depreciation and amortization of the assets acquired. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.

 
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
(in thousands, except per share data) (unaudited)
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Operating revenues
 
$
218,821

 
$
216,031

 
$
429,979

 
$
422,061

(Loss) income from operations attributable to the shareholders of The E.W. Scripps Company
 
(2,703
)
 
4,436

 
(2,614
)
 
2,545

(Loss) income per share from operations attributable to the shareholders of The E.W. Scripps Company:
 
 
 
 
 
 
 
 
          Basic
 
(0.05
)
 
0.08

 
(0.05
)
 
0.04

          Diluted
 
(0.05
)
 
0.07

 
(0.05
)
 
0.04


On January 1, 2014 we completed our acquisition of Media Convergence Group, Inc., which operates as Newsy, a digital video news provider, for $35 million in cash, plus a working capital adjustment of $0.2 million.

Pending the finalization of third-party valuations and other items, the following table summarizes the preliminary fair value of the assets acquired and the liabilities assumed as of January 1, 2014:
(in thousands)
 
 
 
 
 
Assets:
 
 
Accounts receivable
 
$
640

Other assets
 
74

Equipment and software
 
631

Intangible assets
 
5,900

Goodwill
 
28,938

Total assets acquired
 
36,183

Current liabilities
 
116

Long-term deferred liability
 
845

Net purchase price
 
$
35,222



Of the $5.9 million allocated to intangible assets, $4.1 million was allocated to customer relationships with an estimated amortization period of 5 years and the balance of $1.8 million was allocated to various other intangible assets.

The goodwill of $28.9 million arising from the transaction consists largely of the benefit we will derive from being able to enter the digital video market with an established business. We have allocated the goodwill to our syndication and other segment. We will treat the transaction as a purchase of stock for income tax purposes with no step-up in the assets acquired. The goodwill will not be deductible for income tax purposes. We are not presenting any pro forma results of operations since the impact of the acquisition is not material to prior year results of operations.