Acquisitions and Dispositions | 5. Acquisitions and Dispositions We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisition under the provisions of FASB ASC Topic 805, Business Combinations Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. Pending Acquisition On November 2, 2015, we entered into an agreement to acquire an FM radio station (WLVQ) from Wilks Broadcast Columbus, LLC, serving the Columbus, Ohio market for $ 13,000,000 2015 Acquisitions On July 13, 2015 we acquired an FM translator serving the Manchester, New Hampshire market for approximately $ 45,000 On August 1, 2015 we acquired two AM and three FM stations and one FM translator (WSVA-AM, WHBG-AM, WQPO-FM, WJDV-FM, WTGD-FM and W221CF-FX) from M. Belmont VerStandig, Inc., serving the Harrisonburg, Virginia market for approximately $ 10,131,000 128,000 On August 26, 2015 we acquired an FM translator serving the Asheville, North Carolina market for approximately $ 125,000 On September 1, 2015 we acquired two FM stations (WSIG-FM and WBOP-FM) from Gamma Broadcasting, LLC, serving the Harrisonburg, Virginia market for approximately $ 1,558,000 92,000 400,000 2014 Acquisitions and Dispositions On January 31, 2014 we acquired one FM station (WFIZ-FM) and three FM Translators serving the Ithaca, New York market for approximately $ 720,000 On February 28, 2014 we acquired an FM translator serving the Jonesboro, Arkansas market for approximately $ 35,000 On May 9, 2014 we acquired an FM translator serving the Clarksville, Tennessee market for approximately $ 30,000 On May 14, 2014 we acquired an FM translator serving the Portland, Maine market for approximately $ 44,750 On May 16, 2014 we acquired two FM translators serving the Asheville, North Carolina market for approximately $ 100,000 On June 16, 2014 we acquired an FM translator serving the Des Moines, Iowa market for approximately $ 87,500 On November 4, 2014 we acquired an LPTV servicing the Victoria, Texas market for approximately $ 18,500 On December 2, 2014 we sold the Michigan Radio Network, the Michigan Farm Network, the Minnesota News Network and the Minnesota Farm Network, for approximately $ 1,640,000 430,000 1,210,000 Condensed Consolidated Balance Sheet of 2015 and 2014 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2015 and 2014 acquisitions at their respective acquisition dates. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2015 and 2014 Acquisitions Acquisitions in 2015 2014 (In thousands) Assets Acquired: Current assets $ 976 $ 45 Property and equipment 4,600 425 Other assets: Broadcast licenses-Radio segment 2,098 219 Broadcast licenses-Television segment 19 Goodwill-Radio segment 2,528 325 Goodwill-Television segment Other intangibles, deferred costs and investments 1,507 3 Total other assets 6,133 566 Total assets acquired 11,709 1,036 Liabilities Assumed: Current liabilities 70 Total liabilities assumed 70 Net assets acquired $ 11,639 $ 1,036 Pro Forma Results of Operations for Acquisitions (Unaudited) The following unaudited pro forma results of our operations for the three and nine months ended September 30, 2015 and 2014 assume the 2015 acquisitions occurred as of January 1, 2014. The translators are start-up stations and therefore, have no pro forma revenue and expenses. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future. Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (In thousands, except per share data) Pro forma Consolidated Results of Operations Net operating revenue $ 34,243 $ 35,433 $ 99,723 $ 100,828 Station operating expense 24,654 27,151 73,362 75,186 Corporate general and administrative 2,577 2,307 7,642 6,580 Other operating expenses, net 433 447 Operating income 6,579 5,975 18,272 19,062 Interest expense 229 268 714 812 Write-off of debt issuance costs 557 557 Other (income) expense, net 7 (417) (38) Income taxes 2,632 2,293 7,399 7,339 Net income $ 3,161 $ 3,407 $ 10,019 $ 10,949 Basic earnings per share $ .55 $ .60 $ 1.76 $ 1.92 Diluted earnings per share $ .55 $ .59 $ 1.74 $ 1.90 Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (In thousands) Radio Broadcasting Segment Net operating revenue $ 28,948 $ 30,460 $ 84,302 $ 86,377 Station operating expense 21,155 23,867 63,028 65,395 Other operating expenses, net 400 414 Operating income $ 7,393 $ 6,593 $ 20,860 $ 20,982 Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 (In thousands) Television Broadcasting Segment Net operating revenue $ 5,295 $ 4,973 $ 15,421 $ 14,451 Station operating expense 3,499 3,284 10,334 9,791 Other operating expenses, net 33 33 Operating income $ 1,763 $ 1,689 $ 5,054 $ 4,660 Reconciliation of pro forma segment operating income to pro forma consolidated operating income: Corporate Radio Television and Other Consolidated (In thousands) Three Months Ended September 30, 2015: Net operating revenue $ 28,948 $ 5,295 $ $ 34,243 Station operating expense 21,155 3,499 24,654 Corporate general and administrative 2,577 2,577 Other operating expenses, net 400 33 433 Operating income (loss) $ 7,393 $ 1,763 $ (2,577) $ 6,579 Corporate Radio Television and Other Consolidated (In thousands) Three Months Ended September 30, 2014: Net operating revenue $ 30,460 $ 4,973 $ $ 35,433 Station operating expense 23,867 3,284 27,151 Corporate general and administrative 2,307 2,307 Operating income (loss) $ 6,593 $ 1,689 $ (2,307) $ 5,975 Corporate Radio Television and Other Consolidated (In thousands) Nine Months Ended September 30, 2015: Net operating revenue $ 84,302 $ 15,421 $ $ 99,723 Station operating expense 63,028 10,334 73,362 Corporate general and administrative 7,642 7,642 Other operating expenses, net 414 33 447 Operating income (loss) $ 20,860 $ 5,054 $ (7,642) $ 18,272 Corporate Radio Television and Other Consolidated (In thousands) Nine Months Ended September 30, 2014: Net operating revenue $ 86,377 $ 14,451 $ $ 100,828 Station operating expense 65,395 9,791 75,186 Corporate general and administrative 6,580 6,580 Operating income (loss) $ 20,982 $ 4,660 $ (6,580) $ 19,062 |