Acquisitions and Dispositions | 7. 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 acquisitions 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 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 to purchase radio stations principally serving the South Carolina area for approximately $ 23 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, Virginia market for approximately $ 1,658,000 8,000 Condensed Consolidated Balance Sheet of 2017 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2017 acquisitions at their respective acquisition dates. Saga Communications, Inc. Acquisitions in 2018 2017 (In thousands) Assets Acquired: Current assets $ $ 1,335 Property and equipment 6,678 Other assets: Broadcast licenses 8,086 Goodwill 8,151 Other intangibles, deferred costs and investments 2,019 Total other assets 18,256 Total assets acquired 26,269 Liabilities Assumed: Current liabilities 413 Total liabilities assumed 413 Net assets acquired $ $ 25,856 Pro Forma Results of Operations for Acquisitions (Unaudited) The following unaudited pro forma results of our operations for the three months ended March 31, 2018 and 2017 assume the 2017 acquisitions occurred as of January 1, 2017. 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 2018 2017 ProForma Results of Operation Net operating revenue $ 28,009 $ 28,132 Station operating expense 23,397 23,070 Corporate general and administrative 2,544 2,863 Other operating income, net (251) (21) Operating income from continuing operations 2,319 2,220 Interest expense 219 208 Other income (89) Income from continuing operations, before tax 2,189 2,012 Income tax expense 660 819 Income from continuing operations, net of tax 1,529 1,193 Income from discontinued operations, net of tax 891 Net income $ 1,529 $ 2,084 Basic earnings per share: From continuing operations $ .26 $ .20 From discontinued operations .15 Basic earnings per share $ .26 $ .35 Diluted earnings per share: From continuing operations $ .26 $ .20 From discontinued operations .15 Diluted earnings per share $ .26 $ .35 |