Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. Acquisitions and Divestitures During 2021, 2020 2019, third 2021 Meredith Transaction. December 1, 2021, September 23, 2021, 66 The following table lists the 17 12 11 Current DMA Rank DMA Station Call Letters Network Affiliations 10 Atlanta, GA WCGL/WPCH CBS/Ind. 12 Phoenix, AZ KPHO/KTVK CBS/Ind. 23 St. Louis, MO KMOV CBS 26 Portland, OR KPTV/KPDX FOX/MY 28 Nashville, TN WSMV NBC 29 Hartford - New Haven, CT WFSB CBS 32 Kansas City, MO KCTV/KSMO CBS/MY 38 Greenville - Spartanburg, SC WHNS FOX 41 Las Vegas, NV KVVU FOX 60 Mobile, AL - Pensacola, FL WALA FOX 66 Flint - Saginaw, MI WNEM CBS 113 Springfield, MA WGGB/WSHM ABC/FOX/CBS Quincy Transaction. August 2, 2021, August 2, 2021, seven December 31, 2021. The following table lists the stations acquired and retained, net of divestitures: Current DMA Rank DMA Station Call Letters Network Affiliations 103 Fort Wayne, IN WPTA/WISE ABC/NBC/CW 119 Peoria, IL WEEK NBC/ABC/CW 134 Duluth, MN, Superior, WI KBJR/KDLH NBC/CBS/CW 147 Sioux City, IA KTIV NBC/CW 152 Binghamton, NY WBNG CBS/CW 153 Rochester, MN - Mason City, IA KTTC NBC/CW 161 Bluefield-Beckley, WV WVVA NBC/CW 174 Quincy, IL WGEM NBC/FOX/CW The following stations were acquired and divested in the Quincy Transaction: Current DMA Rank DMA Station Call Letters Network Affiliations 76 Madison, WI WKOW ABC 80 Tucson, AZ KVOA NBC 92 Paducah, KY - Harrisburg, IL WSIL ABC 94 Cedar Rapids, IA KWWL NBC 128 La Crosse-Eau Claire, WI WXOW ABC 135 Wausau-Stevens Point, WI WAOW ABC 136 Rockford, IL WREX NBC The following table summarizes the allocation of consideration paid in the Quincy Transaction (in millions): Adjusted purchase price $ 936 Less - consideration allocated to assets acquired and liabilities assumed for the Quincy overlap markets that were divested on August 2, 2021 383 Purchase consideration for assets acquired and liabilities assumed, net of divestitures $ 553 Third Rail Acquisition. September 13, 2021, Purchase Price Allocations “2021 Meredith Quincy Third Rail Total Cash $ 1 $ 4 $ - $ 5 Accounts receivable, net 147 23 - 170 Other current assets 18 5 - 23 Property and equipment 235 74 24 333 Operating lease right of use asset 15 1 - 16 Goodwill 1,012 190 4 1,206 Broadcast licenses 1,516 245 - 1,761 Other intangible assets 455 85 - 540 Other current liabilities (104 ) (7 ) (1 ) (112 ) Deferred income taxes (477 ) (66 ) - (543 ) Operating lease liabilities (15 ) (1 ) - (16 ) Total $ 2,803 $ 553 $ 27 $ 3,383 Due to the proximity of the acquisition date of the Meredith Transaction, the Quincy Transaction and the Third Rail Acquisition to the date of the filing of this annual report, these amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. The preliminary values of property and equipment, broadcast licenses, other intangible assets and goodwill are the most likely to be subject to further adjustment as we continue to assume the operation of the acquired property and equipment and to review the detail calculations of the values of the intangible assets. In determining the preliminary fair value of the acquired assets and assumed liabilities, the fair values were estimated based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable were approximately $3 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 three 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 In addition, we acquired broadcast licenses totaling approximately $4 million that did not The Company’s consolidated results of operations for the year ended December 31, 2021 December 1, 2021, August 2, 2021 September 13, 2021. 2021 December 31, 2021 The following table summarizes the approximate “Transaction Related Expenses” incurred in connection with the 2021 December 31, 2021, Year Ended December 31, 2021 Transaction Related Expenses by type: Legal, consulting and other professional fees $ 80 Termination of sales representation and other agreements 1 Total Transaction Related Expenses $ 81 Transaction Related Expenses by financial statement line item: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Broadcasting $ 3 Corporate and administrative 71 Miscellaneous Expense 7 Total Transaction Related Expenses $ 81 Unaudited Pro Forma Financial Information 2021 December 31, 2021 2020, 2021 January 1, 2020 Year Ended Year Ended December 31, December 31, 2021 2020 Revenue (less agency commissions) $ 3,153 $ 3,353 Net income $ 199 $ 488 Net income attributable to common stockholders $ 147 $ 436 Basic net income attributable to common stockholders, per share $ 2.09 $ 4.54 Diluted net income attributable to common stockholders, per share $ 2.09 $ 4.49 This pro forma financial information is based on our historical results of operations and the historical results of operations of the businesses acquired, net of divestitures, included in the 2021 not 2021 January 1, 2020, December 31, 2021 2020 2020 Alaska Transactions. July 31, 2020, 149 207, Columbus Transactions. September 1, 2020, 129 Sioux Falls Transactions November 2, 2020, one 115 Lubbock Transactions December 31, 2020, 141 two In addition, we acquired broadcast licenses totaling approximately $5 million that did not The following table summarizes the preliminary values of the assets acquired and resulting goodwill of the Lubbock Transactions, Alaska Transactions, Columbus Transactions and the Sioux Falls Transactions (in millions): 2020 Acquisitions Lubbock Alaska Columbus Sioux Falls Total Accounts receivable and other current assets $ - $ 1 $ - $ - $ 1 Property and equipment 6 5 2 - 13 Operating lease right of use asset 1 - - - 1 Goodwill 6 2 1 11 20 Broadcast licenses 5 2 - - 7 Other intangible assets 7 9 19 11 46 Other current liabilities (1 ) - - - (1 ) Total $ 24 $ 19 $ 22 $ 22 $ 87 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. Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three Amounts related to other intangible assets are being amortized over their estimated useful lives of approximately 1 to 4 years. 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 year ended December 31, 2021 2020 not Transaction Related Expenses incurred in connection with the 2020 December 31, 2020, 2019 Raycom Merger. January 2, 2019, nine nine 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: Current Station DMA Call Network Rank DMA Letters Affiliation 16 Tampa-St. Petersburg (Sarasota), FL WWSB ABC 19 Cleveland/Akron (Canton) WOIO CBS 19 Cleveland/Akron (Canton) WUAB CW 22 Charlotte, NC WBTV CBS 31 West Palm Beach/Ft. Pierce, FL WFLX FOX 33 Cincinnati, OH WXIX FOX 48 Louisville, KY WAVE NBC 50 Birmingham (Anniston and Tuscaloosa), AL WBRC FOX 52 Memphis, TN WMC NBC 54 New Orleans, LA WVUE FOX 55 Richmond/Petersburg, VA WWBT NBC 55 Richmond/Petersburg, VA WUPV CW 63 Honolulu, HI KHNL NBC 63 Honolulu, HI KGMB CBS 63 Honolulu, HI KHBC NBC/CBS 63 Honolulu, HI KOGG NBC/CBS 79 Columbia, SC WIS NBC 80 Tucson/Nogales, AZ KOLD CBS 81 Huntsville/Decatur/Florence, AL WAFF NBC 85 Myrtle Beach/Florence, SC WMBF NBC 90 Charleston, SC WCSC CBS 91 Savannah, GA WTOC CBS 92 Paducah, KY/Cape Girardeau, MO/Harrisburg, IL KFVS CBS 95 Baton Rouge, LA WAFB CBS 95 Baton Rouge, LA WBXH MY 96 Shreveport, LA KSLA CBS 98 Jackson, MS WLBT NBC 106 Evansville, IN WFIE NBC 107 Boise, ID KNIN FOX 110 Tyler/Longview, TX KLTV ABC 110 Tyler/Longview, TX KTRE ABC 117 Wilmington, NC WECT NBC 118 Montgomery, AL WSFA NBC 129 Columbus, GA/Opelika, AL WTVM ABC 138 Amarillo, TX KFDA CBS 138 Amarillo, TX KEYU TEL 141 Lubbock, TX KCBD NBC 154 Biloxi/Gulfport, MS WLOX ABC/CBS 155 Odessa/Midland, TX KWAB CW 155 Odessa/Midland, TX KTLE TEL 157 Wichita Falls, TX/Lawton, OK KSWO ABC 157 Wichita Falls, TX/Lawton, OK KKTM TEL 160 Albany, GA WALB NBC/ABC 166 Hattiesburg/Laurel, MS WDAM NBC/ABC 181 Jonesboro, AR KAIT ABC/NBC 201 Ottumwa, IA/Kirksville, MO KYOU FOX/NBC On January 2, 2019, eight Total Cash Station Current Consideration Call DMA Purchaser Received Letters DMA Rank Lockwood Broadcasting, Inc. $ 67 WTNZ Knoxville, TN 59 WFXG Augusta, GA 111 WPGX Panama City, FL 140 WDFX Dothan, AL 172 Scripps Media, Inc. 55 KXXV Waco/Temple/Bryan, TX 93 KRHD Waco/Temple/Bryan, TX 93 WTXL Tallahassee, FL 114 TEGNA, Inc. 109 WTOL Toledo, OH 78 KWES Odessa/Midland, TX 155 Total $ 231 The allocated portion of net consideration paid for the assets and liabilities divested for the stations in these eight 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 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 liabilities 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. May 1, 2019, 173 190 March 1, 2019 Sioux Falls Acquisition. September 25, 2019, 115 Charlottesville Acquisition and Divestiture October 1, 2019, 188 October 1, 2019, The following table summarizes the values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger, the United Acquisition, The Sioux Falls Acquisition and the Charlottesville Acquisition (together, the “2019 2019 Acquisitions Raycom United Sioux Falls Charlottesville Total Cash $ 115 $ - $ - $ - $ 115 Accounts receivable, net 243 3 1 1 248 Program broadcast rights 12 - - - 12 Other current assets 10 - - - 10 Property and equipment 311 10 10 7 338 Operating lease right of use asset 52 - - - 52 Goodwill 829 3 2 - 834 Broadcast licenses 2,004 24 14 2 2,044 Other intangible assets 504 8 7 3 522 Other non-current assets 20 - - - 20 Employee compensation and benefits (29 ) - - - (29 ) Program broadcast obligations (16 ) - - - (16 ) Other current liabilities (60 ) - (1 ) - (61 ) Federal and state income taxes payable (3 ) - - - (3 ) Deferred income taxes (472 ) - - - (472 ) Operating lease liabilities (52 ) - - - (52 ) Other long-term liabilities (25 ) - - - (25 ) Total $ 3,443 $ 48 $ 33 $ 13 $ 3,537 These amounts are based upon management’s estimate 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. 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 three 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 not The Company’s consolidated results of operations for year ended December 31, 2019 January 2, 2019, March 1, 2019, September 25, 2019, October 1, 2019. 2019 December 31, 2019 2019 December 31, 2019 The following table summarizes the approximate Transaction Related Expenses incurred in connection with the 2019 Year Ended December 31, 2019 Transaction Related Expenses by type: Legal, consulting and other professional fees $ 24 Incentive compensation and other severance costs 21 Termination of sales representation and other agreements 34 Total Transaction Related Expenses $ 79 Transaction Related Expenses by financial statement line item: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Broadcasting $ 45 Corporate and administrative 34 Total Transaction Related Expenses $ 79 |