Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 2. During 2016, 2015 2014, third During 2016, three 13 one one December 31, 2016, January 2017. 11 2016 Acquisitions and Dispositions On February 16, 2016, purchase price of $443.1 To facilitate regulatory approval for the Schurz Acquistion, on February 1, 2016, $11.2 $2.0 To further faciliate regulatory approvals for the Schurz Acquisition, on February 16, 2016, $16.0 three third The Schurz Acquisition, the WBXX Acquisition, the WLUC Acquisition, and the sale of the Schurz Radio Stations are referred to collectively as the “Schurz Acquisition and Related Transactions.” We used borrowings of $425.0 “2016 “2014 3 The net consideration to complete the Schurz Acquisition and Related Transactions was as follows (in thousands): Schurz Acquisition and the Divestiture Acquisition Acquisition of KAKE-TV of WBXX-TV of WLUC-TV Total Base purchase price $ - $ 30,000 $ 442,500 $ 472,500 Purchase price adjustment - - 574 574 Adjusted purchase price - 30,000 443,074 473,074 Cash consideration received from sale of Schurz Radio Stations - - (16,000 ) (16,000 ) Net adjusted purchase price allocated to assets acquired and liabilities assumed - 30,000 427,074 457,074 Non-cash consideration received (30,000 ) - - (30,000 ) Cash consideration received (11,200 ) - - (11,200 ) Net consideration - the Schurz Acquisition and Related Transactions $ (41,200 ) $ 30,000 $ 427,074 $ 415,874 On June 27, 2016, $0.5 On May 13, 2016, $26.5 June 1, 2016, $16.5 first second 2017. Collectively, we refer to the stations acquired and retained in 2016, 2016, as the “2016 The fair values of the assets acquired, liabilities assumed and resulting goodwill of the television station acquisitions we completed in 2016, Schurz Acquisition and the Acquisition Acquisition Acquisition of KYES-TV of WBXX-TV of WLUC-TV Total Accounts receivable $ - $ - $ 19,226 $ 19,226 Other current assets - 429 4,606 5,035 Property and equipment 176 1,633 97,814 99,623 Goodwill 28 10,288 61,981 72,297 Broadcast licenses 254 18,199 231,391 249,844 Other intangible assets 42 - 19,523 19,565 Other non-current assets - 408 3,028 3,436 Current liabilities - (460 ) (8,903 ) (9,363 ) Other long-term liabilities - (497 ) (1,592 ) (2,089 ) Total $ 500 $ 30,000 $ 427,074 $ 457,574 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. Actual results may Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $0.2 Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three 40 Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $14.9 $1.6 $2.6 4.9 5.5 9.5 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 recorded $72.3 2016. The Company’s consolidated results of operations for year ended December 31, 2016 2016 December 31, 2016 $130.4 December 31, 2016 $55.8 In connection with acquiring the 2016 $7.4 December 31, 2016, 2015 Cedar Rapids Acquisition On September 1, 2015, September 1, 2015, September 1, 2015. October 1, 2015, November 1, 2015, $100.0 Odessa Acquisition On July 1, 2015, $33.6 Twin Falls Acquisition On July 1, 2015, $17.5 Wausau Acquisition On July 1, 2015, $14.0 Presque Isle Acquisition On July 1, 2015, $10.3 Laredo Acquisition On July 1, 2015, $9.0 The fair values of the acquired assets, assumed liabilities and the resulting goodwill from the 2015 Acquisition Cedar Rapids Odessa Twin Falls Wausau Presque Isle Laredo Other current assets $ 503 $ 87 $ 93 $ 87 $ 45 $ 22 Property and equipment 13,754 4,629 5,172 1,985 2,822 1,411 Goodwill 25,006 3,719 2,587 11,616 245 5,154 Broadcast licenses 55,676 22,253 6,333 - 6,150 - Other intangible assets 5,849 3,067 3,485 397 1,039 2,435 Other non-current assets 13 13 32 87 - 13 Current liabilities (792 ) (155 ) (170 ) (85 ) (51 ) (22 ) Other long-term liabilities (13 ) (13 ) (32 ) (87 ) - (13 ) Total $ 99,996 $ 33,600 $ 17,500 $ 14,000 $ 10,250 $ 9,000 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. Actual results may Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three 40 The amount related to other intangible assets primarily represents the estimated fair values of retransmission agreements of $9.7 $1.0 $5.4 5.3 9.6 16.9 $48.3 Collectively, we refer to the stations acquired and retained in 2015 as the “2015 2015 $6.5 December 31, 2015. Montana Dispositions On September 1, 2015, D2, first $0.1 On November 1, 2015, $3.0 $0.9 2015. 2014 Hoak Acquisition On June 13, 2014, 100% $299.9 Network Station Affiliation Market KSFY-TV ABC Sioux Falls, SD KABY-TV* ABC Sioux Falls, SD KPRY-TV* ABC Sioux Falls, SD KVLY-TV NBC Fargo-Valley City, ND KNOE-TV CBS Monroe- El Dorado, LA KFYR-TV NBC Minot-Bismarck-Dickinson, ND KMOT-TV* NBC Minot-Bismarck-Dickinson, ND KUMV-TV* NBC Minot-Bismarck-Dickinson, ND KQCD-TV* NBC Minot-Bismarck-Dickinson, ND KALB-TV NBC/CBS Alexandria, LA KNOP-TV NBC North Platte, NE KIIT-LP FOX North Platte, NE * satellite station The Hoak Acquisition also included our assumption of Hoak’s interest in certain operating agreements, and the acquisition of certain non-license assets of KHAS-TV, which served the Lincoln-Hastings, Nebraska market. On June 13, 2014, 2014 As a component of the Hoak Acquisition, Gray assumed Hoak’s rights under certain agreements with Parker Broadcasting, Inc. (“Parker”) to provide back-office services, sales support and limited programming to KXJB-TV and KAQY-TV (each, a “Parker Agreement”). The Parker Agreements terminated upon the completion of the Parker Acquisition (defined below). The Hoak Acquisition also included two June 13, 2014, $33.5 SJL Acquisition On September 15, 2014, 100% $131.5 2014 KEVN Acquisition On May 1, 2014, 100% $8.8 KNDX Acquisition On May 1, 2014, four June 13, 2014, June 27, 2014, $7.5 Parker Acquisition Also in 2014, 100% two September 25, 2014, December 1, 2014, The purchase price to complete the Parker Acquisition was $6.7 $1.7 $5.0 2014 WQCW Acquisition On April 1, 2014, $5.5 Helena Acquisition On November 1, 2014, December 1, 2014, $1.9 . Collectively, we refer to the stations acquired and retained in 2014 as the “2014 The fair values of the acquired assets, assumed liabilities and the resulting goodwill from the 2014 Acquisition Hoak SJL KEVN KNDX Parker WQCW Helena Cash $ - $ - $ 615 $ - $ - $ - $ - Accounts receivable 10,722 7,132 569 - 765 - 14 Other current assets 509 1,946 96 39 964 45 49 Property and equipment 45,382 23,508 3,888 2,576 722 991 1,230 Goodwill 131,632 50,941 2,717 1,839 1,932 802 70 Broadcast licenses 91,958 86,685 1,675 500 - 3,691 146 Other intangible assets 35,386 10,091 1,786 2,584 3,163 15 431 Other non-current assets - 253 29 15 16 - - Current liabilities (3,544 ) (4,936 ) (211 ) (36 ) (826 ) (45 ) (90 ) Other long-term liabilities - (379 ) (38 ) (17 ) (5 ) - - Deferred income tax liabilities (12,188 ) (43,712 ) (2,341 ) - - - - Total $ 299,857 $ 131,529 $ 8,785 $ 7,500 $ 6,731 $ 5,499 $ 1,850 These amounts are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Actual results may Accounts receivable are recorded at their fair value that represents the amount we expect to collect. Gross contractual amounts receivable are approximately $0.3 Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three 40 The amount related to other intangible assets primarily represents the estimated fair values of retransmission agreements of $34.2 $13.1 $4.1 4.4 5.5 8.3 $88.6 2014 2014 In connection with acquiring the 2014 $6.2 December 31, 2014. Unaudited Pro Forma Financial Information Pro Forma Data – Acquisitions Completed in 2016 The following table sets forth certain unaudited pro forma information for the years ended December 31, 2016 2015 2016 January 1, 2015 Years Ended December 31, 2016 2015 Revenue (less agency commissions) $ 825,787 $ 701,550 Net income $ 57,795 $ 39,360 Basic net income per share $ 0.80 $ 0.58 Diluted net income per share $ 0.79 $ 0.57 This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the stations acquired in 2016, 2016 January 1, 2015 December 31, 2016 2015 Pro Forma Data - 2015 The following table sets forth certain unaudited pro forma information for the years ended December 31, 2015 2014 2015 January 1, 2014 Years Ended December 31, 2015 2014 Revenue (less agency commissions) $ 621,530 $ 559,538 Net income $ 46,181 $ 59,342 Basic net income per share $ 0.68 $ 1.03 Diluted net income per share $ 0.67 $ 1.02 This pro forma financial information is based on Gray’s historical results of operations and the 2015 2015 January 1, 2014 December 31, 2015 2014 In connection with completing the 2015 $6.5 2015, Net revenues and operating income of the businesses acquired in the 2015 December 31, 2015 $23.2 $8.6 Pro Forma Data - Ho ak Acquisition and SJL Acquisition The following table sets forth certain unaudited pro forma results of operations of the Company for the year ended December 31, 2014 January 1, 2013 Year Ended December 31, 2014 Revenue (less agency commissions) $ 565,251 Net income $ 50,771 Basic net income per share $ 0.88 Diluted net income per share $ 0.87 This pro forma financial information is based on each of Gray’s, Hoak’s and SJL’s historical results of operations, 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 each of the Hoak Acquisition, the SJL Acquisition and the related financing transactions on January 1, 2013 December 31, 2014 In connection with completing the Hoak Acquisition and SJL Acquisition, in 2014 $5.1 Net revenues and operating income of the businesses acquired in the Hoak Acquisition and the SJL Acquisition included in our audited consolidated statements of operations for the year ended December 31, 2014 $64.7 $25.8 Pro forma financial information for the following stations acquired in 2014 |