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. 2017 Acquisitions and Disposals On May 9, 2017 we entered into a definitive agreement to sell our Joplin, Missouri and Victoria, Texas television stations for approximately $ 66.6 69.5 price of $66.6 million, and the proceeds from sale of related accounts receivable of approximately $ 3.4 500 On May 9, 2017, the Company entered into an Asset Purchase Agreement with Apex Media Corporation and Pearce Development, LLC f/k/a Apex Real Property, LLC, both Companies of which a member of our Board of directors, G. Dean Pearce, is President of, to purchase radio stations principally serving the South Carolina area for approximately $ 23 the assets related to the operation of the following radio stations: WCKN(FM), WMXF(FM), WXST(FM), WAVF(FM), WSPO(AM), W261DG, W257BQ, WVSC(FM), WLHH(FM), WOEZ(FM), W256CB, W293BZ. The Company closed this transaction effective September 1, 2017, simultaneously with the closing of the Television Sale using funds generated from the Television Sale for $ 24.2 1.3 50,000 On January 16, 2017, we entered into an asset purchase agreement to purchase an FM radio station (WCVL) from WUVA, Incorporated, serving the Charlottesville 1,658,000 8,000 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 On October 11, 2016 we acquired a FM Translator serving the Bellingham, Washington market for approximately $ 25,000 On November 8, 2016 we acquired a FM Translator serving the Des Moines, Iowa market for approximately $ 25,000 On November 14, 2016 we acquired a FM Translator serving the Springfield, Illinois market for approximately $ 23,000 On December 2, 2016 we acquired a FM Translator serving the Ithaca, New York market for approximately $ 35,000 Condensed Consolidated Balance Sheet of 2017 and 2016 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2017 and 2016 acquisitions at their respective acquisition dates. The allocation of the purchase price for the 2017 and 2016 acquisitions is preliminary Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2017 and 2016 Acquisitions Acquisitions in 2017 2016 (In thousands) Assets Acquired: Current assets $ 1,440 $ 814 Property and equipment 6,678 375 Other assets: Broadcast licenses 8,086 8,123 Goodwill 8,011 4,533 Other intangibles, deferred costs and investments 2,019 398 Total other assets 18,116 13,054 Total assets acquired 26,234 14,243 Liabilities Assumed: Current liabilities 378 41 Total liabilities assumed 378 41 Net assets acquired $ 25,856 $ 14,202 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, 2017 and 2016 assume the 2017 and 2016 acquisitions occurred as of January 1, 2016. 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 2017 2016 2017 2016 ProForma Results of Operation Net operating revenue $ 31,546 $ 31,888 $ 92,187 $ 93,993 Station operating expense 23,000 23,478 69,325 69,874 Corporate general and administrative 3,132 2,728 8,875 8,065 Other operating (income) expense, net (127) (1,393) (69) (1,388) Operating income 5,541 7,075 14,056 17,442 Interest expense 254 187 691 548 Income from continuing operations, before tax 5,287 6,888 13,365 16,894 Income tax expense 2,430 2,804 5,566 6,939 Income from continuing operations, net of tax 2,857 4,084 7,799 9,955 Income from discontinued operations, net of tax 30,451 1,511 32,501 3,688 Net income $ 33,308 $ 5,595 $ 40,300 $ 13,643 Basic earnings per share: From continuing operations $ .47 $ .70 $ 1.32 $ 1.70 From discontinued operations 5.16 .26 5.51 .63 Basic earnings per share $ 5.63 $ .96 $ 6.83 $ 2.33 Diluted earnings per share: From continuing operations $ .47 $ .70 $ 1.32 $ 1.70 From discontinued operations 5.16 .26 5.51 .63 Diluted earnings per share $ 5.63 $ .96 $ 6.83 $ 2.33 |