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 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	$	12,025
Intangible assets	53,500
Goodwill	44,475
Net purchase price	$	110,000

Of the $54 million allocated to intangible assets, $34.4 million was for FCC licenses which we have determined to have an indefinite life and therefore will not be amortized. The remaining balance of $19.1 million will be allocated to television network affiliation relationships and advertiser relationships with estimated amortization periods of 10 to 20 years.

The goodwill of $44.5 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. Reported results for the three months ended September 30, 2014 include the impact of the Acquired Granite Stations and therefore are not presented as pro forma results.



	Three Months Ended September 30,			Nine Months Ended September 30,
(in thousands, except per share data) (unaudited)	2013			2014			2013

Operating revenues	$	197,460		$	637,579		$	619,521
Loss from operations attributable to the shareholders of The E.W. Scripps Company	(7,974		)	(3,655		)	(5,129		)
Loss per share from operations attributable to the shareholders of The E.W. Scripps Company:
Basic	(0.14		)	(0.07		)	(0.09		)
Diluted	(0.14		)	(0.07		)	(0.09		)

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.

On September 16, 2014, we completed our acquisition of Geoterrestrial, Inc. ("WeatherSphere") for $4.1 million. WeatherSphere is a provider of weather-related mobile apps. The stock purchase agreement includes an earnout provision, whereby up to an additional $2.5 million in purchase price can be payable over a three year period, which we have estimated to have a fair value of $1.6 million. The purchase price allocation is preliminary as of September 30, 2014. We are not presenting any pro forma results of operations since the impact of the acquisition is not material to prior periods results of operations.