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Acquisitions
9 Months Ended 12 Months Ended
Sep. 30, 2012
Dec. 31, 2011
Acquisitions

3. Acquisitions

During the nine months ended September 30, 2012, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of approximately $57,836 of which $54,738 was in cash.

Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on preliminary fair value estimates at the dates of acquisition. The allocations are pending final determination of the fair value of certain assets and liabilities. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions.

 

     Total  

Property, plant and equipment

   $ 11,358   

Goodwill

     8,689   

Site locations

     30,554   

Non-competition agreements

     70   

Customer lists and contracts

     5,780   

Other asset

     1,913   

Current liabilities

     (528
  

 

 

 
   $ 57,836   
  

 

 

 

 

Summarized below are certain unaudited pro forma statements of operations data for the three and nine months ended September 30, 2012 and September 30, 2011 as if each of the above acquisitions and the acquisitions occurring in 2011, which were fully described in the 2011 Combined Form 10-K, had been consummated as of January 1, 2011. This pro forma information does not purport to represent what the Company’s results of operations actually would have been had such transactions occurred on the date specified or to project the Company’s results of operations for any future periods.

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
     2012      2011      2012      2011  

Pro forma net revenues

   $ 306,504       $ 300,509       $ 883,621       $ 856,457   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pro forma net income applicable to common stock

   $ 11,430       $ 4,024       $ 2,903       $ 2,011   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pro forma net income per common share—basic

   $ 0.12       $ 0.04       $ 0.03       $ 0.02   
  

 

 

    

 

 

    

 

 

    

 

 

 

Pro forma net income per common share—diluted

   $ 0.12       $ 0.04       $ 0.03       $ 0.02   
  

 

 

    

 

 

    

 

 

    

 

 

 

(2) Acquisitions

Year Ended December 31, 2011

During the twelve months ended December 31, 2011, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of approximately $23,497 in cash.

Each of these acquisitions was accounted for under the purchase method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on preliminary fair market value estimates at the dates of acquisition. The allocations are pending final determination of the fair value of certain assets and liabilities. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions.

 

 

     Total  

Property, plant and equipment

   $ 12,319   

Goodwill

     775   

Site locations

     8,147   

Non-competition agreements

     101   

Customer lists and contracts

     2,010   

Other asset

     356   

Current liabilities

     (211
  

 

 

 
   $ 23,497   
  

 

 

 

 

Total acquired intangible assets for the year ended December 31, 2011 were $11,033, of which $775 was assigned to goodwill. Although goodwill is not amortized for financial statement purposes, substantially all of the $775 is expected to be fully deductible for tax purposes. The remaining $10,258 of acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $2,010 (7 year weighted average useful life) and site locations of $8,147 (15 year weighted average useful life). The aggregate amortization expense related to the 2011 acquisitions for the year ended December 31, 2011 was approximately $358.

The following unaudited pro forma financial information for the Company gives effect to the 2011 and 2010 acquisitions as if they had occurred on January 1, 2010. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company’s results of operations for any future period.

 

 

     2011      2010  

Net revenues

   $ 1,135,802       $ 1,099,490   

Net income (loss) applicable to common stock

   $ 7,946       $ (39,830

Net loss per common share — basic

   $ 0.09       $ (0.43

Net loss per common share — diluted

   $ 0.09       $ (0.43

Year Ended December 31, 2010

During the twelve months ended December 31, 2010, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of approximately $6,703 in cash.

Each of these acquisitions was accounted for under the purchase method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on preliminary fair market value estimates at the dates of acquisition. The allocations are pending final determination of the fair value of certain assets and liabilities. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions.

 

 

     Total  

Property, plant and equipment

   $ 2,651   

Goodwill

     1,703   

Site locations

     2,434   

Non-competition agreements

     70   

Customer lists and contracts

     654   

Other asset

     8   

Current liabilities

     (817
  

 

 

 
   $ 6,703   
  

 

 

 

Total acquired intangible assets for the year ended December 31, 2010 was $4,861, of which $1,703 was assigned to goodwill. Although goodwill is not amortized for financial statement purposes, substantially all of the $1,703 is expected to be fully deductible for tax purposes. The remaining $3,158 of acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $654 (7 year weighted average useful life) and site locations of $2,434 (15 year weighted average useful life). The aggregate amortization expense related to the 2010 acquisitions for the year ended December 31, 2010 was approximately $124.

 

The following unaudited pro forma financial information for the Company gives effect to the 2010 and 2009 acquisitions as if they had occurred on January 1, 2009. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company’s results of operations for any future period.

 

 

     2010     2009  

Net revenues

   $ 1,092,916      $ 1,060,158   

Net loss applicable to common stock

   $ (40,692   $ (59,407

Net loss per common share — basic

   $ (0.44   $ (0.65

Net loss per common share — diluted

   $ (0.44   $ (0.65