Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. Acquisitions and Divestitures During the six June 30, 2019, third Raycom Merger 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: Station 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 fourth 2018. On January 2, 2019, eight Total Cash Consideration Television Purchaser 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 overlap markets was approximately $234 million. The net consideration paid to acquire Raycom consisted of $2.84 billion of cash, 11.5 million shares of our common stock, valued at $170 million (a non-cash financing transaction), and $650 million of a new series of preferred stock (a non-cash financing transaction), for a total of $3.66 billion. Please refer to Note 6 7 two 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 (234 ) - (234 ) Purchase consideration for assets acquired and liabilities assumed net of divestitures $ 3,426 $ 17 $ 3,443 United Acquisition On May 1, 2019, 178 199 March 1, 2019 91 93. The following table summarizes the preliminary values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger and the United Acquisition, together, the “2019 Raycom United Total Cash $ 116 $ - $ 116 Accounts receivable, net 245 3 248 Program broadcast rights 12 - 12 Other current assets 8 - 8 Property and equipment 311 10 321 Operating lease right of use asset 52 - 52 Goodwill 836 3 839 Broadcast licenses 2,004 24 2,028 Other intangible assets 493 8 501 Other non-current assets 22 - 22 Accrued compensation and benefits (29 ) - (29 ) Program broadcast obligations (16 ) - (16 ) Other current liabilities (60 ) - (60 ) Income taxes payable (12 ) - (12 ) Deferred income taxes (462 ) - (462 ) Operating lease liabilities (52 ) - (52 ) Other long-term liabilities (25 ) - (25 ) Total $ 3,443 $ 48 $ 3,491 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 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 of the 2019 not not Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $2 million more than their recorded fair value. Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from 3 years to 40 years. Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $313 million; favorable income leases of $76 million; and network affiliation agreements of $48 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.6 years for retransmission agreements; approximately 9.2 years for favorable income leases; and approximately 4.2 years for network affiliation agreements. 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 The Company’s consolidated results of operations for three six June 30, 2019 January 2, 2019 March 1, 2019. three six June 30, 2019 three six June 30, 2019, The following table summarizes the approximate “Transaction Related Expenses” incurred in connection with the 2019 three six June 30, 2019, June 30, 2019 Three Months Six Months Ended Ended Transaction Related Expenses by type: Legal, consulting and other professional fees $ 1 $ 23 Incentive compensation and other severance costs - 18 Termination of sales representation agreements 1 29 Total transaction related expenses $ 2 $ 70 Transaction Related Expenses by financial statement line item: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Broadcast $ 1 $ 37 Corporate and administrative 1 33 Total transaction related expenses $ 2 $ 70 Unaudited Pro Forma Financial Information. The following table sets forth certain unaudited pro forma information for the six June 30, 2019 2018 2019 January 1, 2018 Six Months Ended June 30, 2019 2018 Revenue (less agency commissions) $ 1,029 $ 995 Net income $ 44 $ 61 Net income attributable to common stockholders $ 18 $ 35 Basic net income per common share $ 0.18 $ 0.40 Diluted net income per common share $ 0.18 $ 0.40 This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired, net of divestitures, included in the 2019 not 2019 January 1, 2018 six June 30, 2019 2018 |