Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. Acquisitions and Divestitures On January 2, 2019, nine nine We believe the completion of the Raycom Merger is a significant step in our pursuit of strategic growth through accretive acquisition opportunities.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: DMA Designated Market Area Call Network Rank ("DMA") Letters Affiliation 11 Tampa-St. Petersburg (Sarasota), FL WWSB ABC 19 Cleveland-Akron (Canton) WOIO CBS 19 Cleveland-Akron (Canton) WUAB CW 23 Charlotte, NC WBTV CBS 35 Cincinnati, OH WXIX FOX 37 West Palm Beach-Ft. Pierce, FL WFLX FOX 43 Birmingham (Ann and Tusc) WBRC FOX 48 Louisville, KY WAVE NBC 50 New Orleans, LA WVUE FOX 51 Memphis, TN WMC NBC 56 Richmond- Petersburg, VA WWBT NBC 56 Richmond- Petersburg, VA WUPV CW 66 Honolulu, HI KHNL NBC 66 Honolulu, HI KGMB CBS 66 Honolulu, HI KHBC NBC/CBS 66 Honolulu, HI KOGG NBC/CBS 73 Tucson (Nogales), AZ KOLD CBS 74 Columbia, SC WIS NBC 79 Huntsville- Decatur (Florence), AL WAFF NBC 88 Paducah, KY/Cape Girardeau, MO/ Harrisburg, IL KFVS CBS 90 Shreveport, LA KSLA CBS 92 Jackson, MS WLBT NBC 93 Savannah, GA WTOC CBS 94 Charleston, SC WCSC CBS 95 Myrtle Beach-Florence WMBF NBC 97 Baton Rouge, LA WAFB CBS 97 Baton Rouge, LA WBXH MY 100 Boise, ID KNIN FOX 103 Evansville, IN WFIE NBC 114 Tyler-Longview, TX KLTV ABC 114 Tyler-Longview, TX KTRE ABC 116 Montgomery, AL WSFA NBC 127 Columbus, GA (Opelika, AL) WTVM ABC 129 Wilmington, NC WECT NBC 131 Amarillo, TX KFDA CBS 131 Amarillo, TX KEYU TEL 142 Odessa/Midland, TX KCWO CW 142 Odessa/Midland, TX KTLE TEL 143 Lubbock, TX KCBD NBC 148 Wichita Falls, TX & Lawton, OK KSWO ABC 148 Wichita Falls, TX & Lawton, OK KKTM TEL 152 Albany, GA WALB NBC/ABC 156 Biloxi-Gulfport, MS WLOX ABC/CBS 168 Hattiesburg/Laurel, MS WDAM NBC/ABC 180 Jonesboro, AR KAIT ABC/NBC 200 Ottumwa, IA/Kirksville, MO KYOU FOX/NBC The divestiture transactions included one December 31, 2018, 152 $8.5 $4.8 fourth 2018. January 2, 2019, eight Total Cash Television Purchaser Consideration Received Station Location DMA Lockwood Broadcasting, Inc. $ 67 WTNZ Knoxville, TN 60 WFXG Augusta, GA 105 WPGX Panama City, FL 150 WDFX Dothan, AL 173 Scripps Media, Inc. 55 KXXV Waco-Temple-Bryan, TX 89 KRHD Waco-Temple-Bryan, TX 89 WTXL Tallahassee, FL 112 TEGNA, Inc. 109 WTOL Toledo, OH 71 KWES Odessa - Midland, TX 142 Total $ 231 The allocated portion of net consideration paid for the assets and liabilities divested for the stations in these eight $233 The net consideration paid to acquire Raycom consisted of $2.84 11.5 $170 $650 $3.66 6 7 two $17 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 (233 ) - (233 ) Purchase consideration for assets acquired and liabilities assumed net of divestitures $ 3,427 $ 17 $ 3,444 The following table summarizes the preliminary values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger (in millions): Cash $ 117 Accounts receivable 245 Program broadcast rights 12 Other current assets 21 Property and equipment 314 Operating lease right of use asset 52 Goodwill 822 Broadcast licenses 2,004 Other intangible assets 493 Other non-current assets 22 Accrued compensation and benefits (30 ) Program broadcast obligations (17 ) Other current liabilities (59 ) Income tax reserves (12 ) Deferred income taxes (462 ) Operating lease liabilities (52 ) Other long-term liabilities (26 ) Total $ 3,444 These amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the preliminary 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. Because of the proximity of the closing date of the Raycom Merger to the filing of this quarterly report, 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 is not not Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $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 $305 $76 $57 4.9 9.5 4.5 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 $822 $150 The Company’s consolidated results of operations for three March 31, 2019 January 2, 2019. three March 31, 2019 $280 three March 31, 2019 $6 In connection with the Raycom Merger, during the three March 31, 2019, $68 $22 $18 $28 Unaudited Pro Forma Financial Information. The following table sets forth certain unaudited pro forma information for the three March 31, 2019 2018 January 1, 2018 Three Months Ended March 31, 2019 2018 Revenue (less agency commissions) $ 518 $ 484 Net (loss) income $ (2 ) $ 6 Net (loss) income attributable to common stockholders $ (15 ) $ (7 ) Basic net (loss) income per common share $ (0.15 ) $ (0.08 ) Diluted net(loss) income per common share $ (0.15 ) $ (0.08 ) This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of Raycom, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not January 1, 2018 three March 31, 2019 2018 |