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. 2016 Acquisitions 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 approximately $ 13,791,000 734,000 57,000 On March 16, 2016 we acquired an FM translator serving the Portland, Maine market for approximately $ 50,000 On March 25, 2016 we acquired an FM translator serving the Milwaukee, Wisconsin market for approximately $ 50,000 On April 8, 2016 we acquired an FM translator serving the Charlottesville, Virginia market for approximately $ 100,000 On April 11, 2016 we acquired an FM translator serving the Clarksville, Tennessee market for approximately $ 30,000 On June 3, 2016 we acquired an FM translator serving the Spencer, Iowa market for approximately $ 35,000 On August 11, 2016 we acquired two FM translators serving the Bellingham, Washington market for approximately $ 50,000 On September 12, 2016 we acquired an FM translator serving the Portland, Maine market for approximately $ 45,000 2015 Acquisitions and Dispositions 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, WMQR-FM, WWRE-FM and WQPO-HD3) 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 50,000 400,000 On October 23, 2015 we acquired an FM translator serving the Charlottesville, Virginia market for approximately $ 30,000 On November 12, 2015 we acquired an FM translator serving the Bucyrus, Ohio market for approximately $ 30,000 On November 23, 2015 we acquired an FM translator serving the Charlottesville, Virginia market for approximately $ 150,000 On December 31, 2015 we donated the Illinois Radio Network (“the network”) to the Illinois Policy Institute. The net book value of the network was approximately $ 7,000 Condensed Consolidated Balance Sheet of 2016 and 2015 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2016 and 2015 acquisitions at their respective acquisition dates. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2016 and 2015 Acquisitions Acquisitions in 2016 2015 (In thousands) Assets Acquired: Current assets $ 814 $ 977 Property and equipment 376 4,614 Other assets: Broadcast licenses-Radio segment 8,067 2,218 Broadcast licenses-Television segment Goodwill-Radio segment 4,480 2,548 Goodwill-Television segment Other intangibles, deferred costs and investments 397 1,623 Total other assets 12,944 6,389 Total assets acquired 14,134 11,980 Liabilities Assumed: Current liabilities 41 82 Total liabilities assumed 41 82 Net assets acquired $ 14,093 $ 11,898 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, 2016 and 2015 assume the 2016 and 2015 acquisitions occurred as of January 1, 2015. 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. Three Months Ended Nine Months Ended 2016 2015 2016 2015 (In thousands, except per share data) Pro forma Consolidated Results of Operations Net operating revenue $ 36,119 $ 35,510 $ 105,302 $ 103,271 Station operating expense 25,459 25,607 75,579 76,032 Corporate general and administrative 2,728 2,577 8,065 7,642 Other operating (income) expenses, net (1,393) 433 (1,385) 447 Operating income 9,325 6,893 23,043 19,150 Interest expense 196 229 574 714 Write-off of debt issuance costs 557 557 Other (income) expense, net (417) Income before income tax expense 9,129 6,107 22,469 18,296 Income taxes 3,715 2,761 9,229 7,759 Net income $ 5,414 $ 3,346 $ 13,240 $ 10,537 Basic earnings per share $ .92 $ .58 $ 2.26 $ 1.82 Diluted earnings per share $ .92 $ .57 $ 2.26 $ 1.81 Three Months Ended Nine Months Ended 2016 2015 2016 2015 (In thousands) Radio Broadcasting Segment Net operating revenue $ 29,878 $ 30,215 $ 88,208 $ 87,850 Station operating expense 21,775 22,108 64,772 65,698 Other operating (income) expenses, net (1,393) 400 (1,388) 414 Operating income $ 9,496 $ 7,707 $ 24,824 $ 21,738 Three Months Ended Nine Months Ended 2016 2015 2016 2015 (In thousands) Television Broadcasting Segment Net operating revenue $ 6,241 $ 5,295 $ 17,094 $ 15,421 Station operating expense 3,684 3,499 10,807 10,334 Other operating expenses 33 3 33 Operating income $ 2,557 $ 1,763 $ 6,284 $ 5,054 Reconciliation of pro forma segment operating income to pro forma consolidated operating income: Radio Television Corporate Consolidated (In thousands) Three Months Ended September 30, 2016: Net operating revenue $ 29,878 $ 6,241 $ $ 36,119 Station operating expense 21,775 3,684 25,459 Corporate general and administrative 2,728 2,728 Other operating (income) expenses, net (1,393) (1,393) Operating income (loss) $ 9,496 $ 2,557 $ (2,728) $ 9,325 Radio Television Corporate Consolidated (In thousands) Three Months Ended September 30, 2015: Net operating revenue $ 30,215 $ 5,295 $ $ 35,510 Station operating expense 22,108 3,499 25,607 Corporate general and administrative 2,577 2,577 Other operating expenses 400 33 433 Operating income (loss) $ 7,707 $ 1,763 $ (2,577) $ 6,893 Radio Television Corporate Consolidated (In thousands) Nine Months Ended September 30, 2016: Net operating revenue $ 88,208 $ 17,094 $ $ 105,302 Station operating expense 64,772 10,807 75,579 Corporate general and administrative 8,065 8,065 Other operating (income) expenses, net (1,388) 3 (1,385) Operating income (loss) $ 24,824 $ 6,284 $ (8,065) $ 23,043 Radio Television Corporate Consolidated (In thousands) Nine Months Ended September 30, 2015: Net operating revenue $ 87,850 $ 15,421 $ $ 103,271 Station operating expense 65,698 10,334 76,032 Corporate general and administrative 7,642 7,642 Other operating expenses 414 33 447 Operating income (loss) $ 21,738 $ 5,054 $ (7,642) $ 19,150 |