XML 23 R9.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Note 2 - Acquisitions and Dispositions | 12 Months Ended
--- | ---
Dec. 31, 2016
Notes to Financial Statements |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 2. Acquisitions and Dispositions During 2016, 2015 and 2014, we entered into a number of acquisition and disposition transactions. The acquisition transactions were and are expected to, among other things, increase our revenues and cash flows from operating activities, and allow us to operate more efficiently and effectively by increasing our scale and providing us with the ability to negotiate more favorable terms in our agreements with third parties. During 2016, we completed three acquisitions which added 13 television stations to our operations and one disposition, that divested one television station from our operations. In addition, at December 31, 2016, we had several pending transactions certain of which were completed in January 2017. For a discussion of the completed transactions see Note 11 “Subsequent Events.” 2016 Acquisitions and Dispositions On February 16, 2016, we completed the acquisition of the television and radio broadcast assets of Schurz Communications, Inc. (“Schurz”) for an adjusted purchase price of $443.1 million plus transaction related expenses (the “Schurz Acquisition”). To facilitate regulatory approval for the Schurz Acquistion, on February 1, 2016, we exchanged the assets of KAKE-TV (ABC) (and its satellite stations) in the Wichita, Kansas television market, for the assets of Lockwood Broadcasting, Inc.’s television station WBXX-TV (CW) in the Knoxville, Tennessee television market and $11.2 million of cash (the “WBXX Acquisition”). In connection with the divestiture of KAKE-TV’s assets, we recorded a gain of approximately $2.0 million, excluding transaction related expenses. To further faciliate regulatory approvals for the Schurz Acquisition, on February 16, 2016, we exchanged the assets of WSBT-TV for the assets of Sinclair Broadcast Group, Inc.’s television station WLUC-TV (NBC/FOX) in the Marquette, Michigan television market (the “WLUC Acquisition”), and we sold the Schurz radio broadcast assets (the “Schurz Radio Stations”) for $16.0 million to three third -party radio broadcasters. We did not record a gain or loss related to the WLUC Acquisition or related to the divestiture of the Schurz Radio Stations because the fair value of the assets given were determined to be equal to the assets received. The Schurz Acquisition, the WBXX Acquisition, the WLUC Acquisition, and the sale of the Schurz Radio Stations are referred to collectively as the “Schurz Acquisition and Related Transactions.” We used borrowings of $425.0 million (the “2016 Term Loan”) under our then-existing senior credit facility, as amended (the “2014 Senior Credit Facility”), to fund a portion of the purchase price to complete the Schurz Acquisition and to pay a portion of the related fees and expenses, the remainder of which were paid from cash on hand. See Note 3 “Long-term Debt” for further information regarding our financing activities. The net consideration to complete the Schurz Acquisition and Related Transactions was as follows (in thousands):
|  |  |  |  |  |  |  |  |  | Schurz |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Acquisition |  |  |  |  |
|  |  |  |  |  |  |  |  |  | and the |  |  |  |  |
|  | Divestiture |  |  | Acquisition |  |  | Acquisition |  |  |  |  |
|  | of KAKE-TV |  |  | of WBXX-TV |  |  | of WLUC-TV |  |  | Total |
Base purchase price |  | $ | - |  |  | $ | 30,000 |  |  | $ | 442,500 |  |  | $ | 472,500 |
Purchase price adjustment |  |  | - |  |  |  | - |  |  |  | 574 |  |  |  | 574 |
Adjusted purchase price |  |  | - |  |  |  | 30,000 |  |  |  | 443,074 |  |  |  | 473,074 |
Cash consideration received from sale of Schurz Radio Stations |  |  | - |  |  |  | - |  |  |  | (16,000 | ) |  |  | (16,000 | )
Net adjusted purchase price allocated to assets acquired and liabilities assumed |  |  | - |  |  |  | 30,000 |  |  |  | 427,074 |  |  |  | 457,074 |
Non-cash consideration received |  |  | (30,000 | ) |  |  | - |  |  |  | - |  |  |  | (30,000 | )
Cash consideration received |  |  | (11,200 | ) |  |  | - |  |  |  | - |  |  |  | (11,200 | )
Net consideration - the Schurz Acquisition and Related Transactions |  | $ | (41,200 | ) |  | $ | 30,000 |  |  | $ | 427,074 |  |  | $ | 415,874 |
On June 27, 2016, we completed the acquisition of KYES-TV (MY, Ant.), a television station serving the Anchorage, Alaska television market, from Fireweed Communications, LLC (the “KYES-TV Acquisition”). The purchase price of $0.5 million, plus transaction related expenses, was paid with cash on hand. On May 13, 2016, we announced that we agreed to acquire television stations WDTV-TV (CBS) and WVFX-TV (FOX, CW), a legal duopoly in the Clarksburg-Weston, West Virginia television market (the “Clarksburg Acquisition”) from Withers Broadcasting Company of West Virginia and Withers Broadcasting Company of Clarksburg, LLC (collectively “Withers”) for a maximum total purchase price of $26.5 million in cash. On June 1, 2016, we made a partial payment of $16.5 million to Withers and acquired the non-license assets of these stations. Also, on that date we began to provide services to Withers under a local programming and marketing agreement (an “LMA”). Subject to regulatory approval, we currently expect to complete this acquisition later in the first quarter or in the second quarter of 2017. Collectively, we refer to the stations acquired and retained in 2016, as well as those which we began operating under an LMA in 2016, as the “2016 Acquired Stations.” The fair values of the assets acquired, liabilities assumed and resulting goodwill of the television station acquisitions we completed in 2016, are summarized as follows (in thousands):
|  |  |  |  |  |  |  |  |  | Schurz |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Acquisition |  |  |  |  |
|  |  |  |  |  |  |  |  |  | and the |  |  |  |  |
|  | Acquisition |  |  | Acquisition |  |  | Acquisition |  |  |  |  |
|  | of KYES-TV |  |  | of WBXX-TV |  |  | of WLUC-TV |  |  | Total |
Accounts receivable |  | $ | - |  |  | $ | - |  |  | $ | 19,226 |  |  | $ | 19,226 |
Other current assets |  |  | - |  |  |  | 429 |  |  |  | 4,606 |  |  |  | 5,035 |
Property and equipment |  |  | 176 |  |  |  | 1,633 |  |  |  | 97,814 |  |  |  | 99,623 |
Goodwill |  |  | 28 |  |  |  | 10,288 |  |  |  | 61,981 |  |  |  | 72,297 |
Broadcast licenses |  |  | 254 |  |  |  | 18,199 |  |  |  | 231,391 |  |  |  | 249,844 |
Other intangible assets |  |  | 42 |  |  |  | - |  |  |  | 19,523 |  |  |  | 19,565 |
Other non-current assets |  |  | - |  |  |  | 408 |  |  |  | 3,028 |  |  |  | 3,436 |
Current liabilities |  |  | - |  |  |  | (460 | ) |  |  | (8,903 | ) |  |  | (9,363 | )
Other long-term liabilities |  |  | - |  |  |  | (497 | ) |  |  | (1,592 | ) |  |  | (2,089 | )
Total |  | $ | 500 |  |  | $ | 30,000 |  |  | $ | 427,074 |  |  | $ | 457,574 |
These amounts are based upon management’s determination 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. Actual results may differ materially from these estimates. Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $0.2 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 years to 40 years. Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $14.9 million; advertising client relationships of $1.6 million; and favorable income leases of $2.6 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.9 years for retransmission agreements; approximately 5.5 years for advertising client relationships; and approximately 9.5 years for favorable income leases. 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 qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from each acquisition. We have recorded $72.3 million of goodwill related to stations acquired in 2016. The goodwill recognized related to these acquisitions is deductible for income tax purposes. The Company’s consolidated results of operations for year ended December 31, 2016 include the results of the 2016 Acquired Stations from the date of each transaction. Revenues attributable thereto and included in our consolidated statements of operations for the year ended December 31, 2016 were $130.4 million. Operating income attributable thereto and included in our consolidated statements of operations for year ended December 31, 2016 were $55.8 million. In connection with acquiring the 2016 Acquired Stations, we incurred a total of $7.4 million of transaction related costs during the year ended December 31, 2016, primarily related to legal, consulting and other professional services. 2015 Acquisitions: Cedar Rapids Acquisition On September 1, 2015, we entered into an asset purchase agreement with The Cedar Rapids Television Company and The Gazette Company to acquire the assets of KCRG-TV, which is affiliated with the ABC Network and serves the Cedar Rapids, Iowa television market (the “Cedar Rapids Acquisition”). Also on September 1, 2015, we acquired certain non-license operating assets of this station and entered into an LMA with the licensee. Under the terms of the LMA, we operated the station subject to the control of the seller and its obligations under the station’s FCC license. As a result of the terms of the LMA, we included the operating results of the station in our financial statements beginning on September 1, 2015. On October 1, 2015, we acquired the non-license related real estate assets of KCRG-TV. The acquisition was completed on November 1, 2015, with the acquisition of the FCC license and license related assets. The total purchase price for the station assets was $100.0 million, and was funded with cash on hand. Odessa Acquisition On July 1, 2015, we acquired from ICA Broadcasting I, LTD, the assets of KOSA-TV, whose digital channels are affiliated with the CBS and MY Networks and which station serves the Odessa-Midland, Texas television market (the “Odessa Acquisition”). The total purchase price paid was $33.6 million and was funded with cash on hand. Twin Falls Acquisition On July 1, 2015, we acquired from Neuhoff Media Twin Falls, LLC the assets of KMVT-TV, whose digital channels are affiliated with the CBS and CW Networks, as well as KSVT-LD, whose digital channel is affiliated jointly with the FOX and MY Networks. These stations serve the Twin Falls, Idaho television market (the “Twin Falls Acquisition”). The total purchase price paid was $17.5 million, and was funded with cash on hand. Wausau Acquisition On July 1, 2015, we acquired from Davis Television Wausau, LLC certain non-license assets of WFXS-TV, which had served as the FOX affiliate for the Wausau-Rhinelander, Wisconsin television market (the “Wausau Acquisition”). On that date WFXS-TV ceased operating, and we began broadcasting its former program streams on our digital low power television station in Wausau, WZAW-LD. The total purchase price paid was $14.0 million, and was funded with cash on hand. Presque Isle Acquisition On July 1, 2015, we acquired from NEPSK, Inc. the assets of WAGM-TV, whose digital channels are affiliated with the CBS and FOX Networks and which station serves the Presque Isle, Maine television market (the Presque Isle Acquisition”). The total purchase price paid was $10.3 million, and was funded with cash on hand. Laredo Acquisition On July 1, 2015, we acquired from Eagle Creek Broadcasting of Laredo, LLC certain non-license assets of KVTV-TV, which had served as the CBS affiliate for the Laredo, Texas television market (the “Laredo Acquisition”). On that date KVTV-TV ceased operating, and we began broadcasting its former program streams on our digital low power television station in Laredo, KYLX-LD. The total purchase price paid was $9.0 million, and was funded with cash on hand. The fair values of the acquired assets, assumed liabilities and the resulting goodwill from the 2015 Acquired Stations are summarized as follows (in thousands):
|  | Acquisition |
|  | Cedar Rapids |  |  | Odessa |  |  | Twin Falls |  |  | Wausau |  |  | Presque Isle |  |  | Laredo |
Other current assets |  | $ | 503 |  |  | $ | 87 |  |  | $ | 93 |  |  | $ | 87 |  |  | $ | 45 |  |  | $ | 22 |
Property and equipment |  |  | 13,754 |  |  |  | 4,629 |  |  |  | 5,172 |  |  |  | 1,985 |  |  |  | 2,822 |  |  |  | 1,411 |
Goodwill |  |  | 25,006 |  |  |  | 3,719 |  |  |  | 2,587 |  |  |  | 11,616 |  |  |  | 245 |  |  |  | 5,154 |
Broadcast licenses |  |  | 55,676 |  |  |  | 22,253 |  |  |  | 6,333 |  |  |  | - |  |  |  | 6,150 |  |  |  | - |
Other intangible assets |  |  | 5,849 |  |  |  | 3,067 |  |  |  | 3,485 |  |  |  | 397 |  |  |  | 1,039 |  |  |  | 2,435 |
Other non-current assets |  |  | 13 |  |  |  | 13 |  |  |  | 32 |  |  |  | 87 |  |  |  | - |  |  |  | 13 |
Current liabilities |  |  | (792 | ) |  |  | (155 | ) |  |  | (170 | ) |  |  | (85 | ) |  |  | (51 | ) |  |  | (22 | )
Other long-term liabilities |  |  | (13 | ) |  |  | (13 | ) |  |  | (32 | ) |  |  | (87 | ) |  |  | - |  |  |  | (13 | )
Total |  | $ | 99,996 |  |  | $ | 33,600 |  |  | $ | 17,500 |  |  | $ | 14,000 |  |  | $ | 10,250 |  |  | $ | 9,000 |
These amounts are based upon management’s determination 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. Actual results may differ materially from these estimates. Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three years to 40 years. The amount related to other intangible assets primarily represents the estimated fair values of retransmission agreements of $9.7 million; advertising client relationships of $1.0 million; and income leases of $5.4 million. These intangible assets are being amortized over the estimated remaining useful lives of 5.3 years for retransmission agreements; 9.6 years for advertising client relationships; and 16.9 years for income leases. 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 qualify for separate recognition, including assembled workforce, as well as expected future synergies. We expect that goodwill of $48.3 million will be deductible for tax purposes. We believe that the value of a television station is derived primarily from the attributes of its broadcast license rather than its network affiliation. Consistent with that determination, no fair value was separately allocated to the acquired network affiliation agreements. Collectively, we refer to the stations acquired and retained in 2015 as the “2015 Acquired Stations.” In connection with acquiring the 2015 Acquired Stations, we incurred transaction costs totaling $6.5 million that are included in our corporate and administrative expenses in the year ended December 31, 2015. Montana Dispositions On September 1, 2015, we donated the FCC license and certain other assets of KMTF-TV in Helena, Montana, which formerly simulcast the CW channel broadcast by our KTVH- D2, to Montana State University (“MSU”). This donation allowed MSU to operate a full power PBS affiliated television station in the state’s capital for the first time, augmenting the statewide PBS network that MSU operates. We recorded a loss on disposal of approximately $0.1 million related to this donation. On November 1, 2015, we sold to Cordillera Communications, LLC television station KBGF-TV, the NBC affiliate for the Great Falls, Montana television market, and television station KTVH-TV, the NBC and CW affiliate for the Helena, Montana television market. Total consideration received was $3.0 million, and we recorded a gain on disposal of approximately $0.9 million related to this disposition in 2015. 2014 Acquisitions: Hoak Acquisition On June 13, 2014, we completed the acquisition of 100% of the capital stock of certain wholly owned subsidiaries of Hoak Media, LLC (“Hoak”) for total purchase price of approximately $299.9 million (the “Hoak Acquisition”). The following stations were acquired in the Hoak Acquisition:
|  | Network |  |
Station |  | Affiliation |  | Market
KSFY-TV |  | ABC |  | Sioux Falls, SD
KABY-TV* |  | ABC |  | Sioux Falls, SD
KPRY-TV* |  | ABC |  | Sioux Falls, SD
KVLY-TV |  | NBC |  | Fargo-Valley City, ND
KNOE-TV |  | CBS |  | Monroe- El Dorado, LA
KFYR-TV |  | NBC |  | Minot-Bismarck-Dickinson, ND
KMOT-TV* |  | NBC |  | Minot-Bismarck-Dickinson, ND
KUMV-TV* |  | NBC |  | Minot-Bismarck-Dickinson, ND
KQCD-TV* |  | NBC |  | Minot-Bismarck-Dickinson, ND
KALB-TV |  | NBC/CBS |  | Alexandria, LA
KNOP-TV |  | NBC |  | North Platte, NE
KIIT-LP |  | FOX |  | North Platte, NE
* satellite station |  |  |  |
The Hoak Acquisition also included our assumption of Hoak’s interest in certain operating agreements, and the acquisition of certain non-license assets of KHAS-TV, which served the Lincoln-Hastings, Nebraska market. On June 13, 2014, we transferred the programing of KHAS-TV to KSNB-TV, a station owned by Gray that also serves the Lincoln-Hastings, Nebraska, market. We used borrowings under the 2014 Senior Credit Facility, to fund the purchase price to complete the Hoak Acquisition. As a component of the Hoak Acquisition, Gray assumed Hoak’s rights under certain agreements with Parker Broadcasting, Inc. (“Parker”) to provide back-office services, sales support and limited programming to KXJB-TV and KAQY-TV (each, a “Parker Agreement”). The Parker Agreements terminated upon the completion of the Parker Acquisition (defined below). The Hoak Acquisition also included two subsidiaries with television stations located in the Panama City, Florida (KREX) and Grand Junction, Colorado (WMBB) markets. On June 13, 2014, in conection with the Hoak Acquisition, we divested those subsidiaries in exchange for $33.5 million. This amount is not included in our total purchase price for Hoak. SJL Acquisition On September 15, 2014, we acquired from SJL Holdings, LLC and SJL Holdings II, LLC, 100% of the capital stock of the entities that own and operate WJRT-TV and WTVG-TV, respectively, which are the ABC-affiliated television stations serving the Flint-Saginaw-Bay City, Michigan, and Toledo, Ohio, television markets, respectively, for total purchase price of $131.5 million (the “SJL Acquisition”). We funded the SJL Acquisition with a combination of cash from operations and borrowings under our 2014 Senior Credit Facility. KEVN Acquisition On May 1, 2014, we acquired from Mission TV, LLC 100% of the capital stock of the entity that operates KEVN-TV and its satellite station, KIVV-TV (collectively, the “KEVN Stations”) The KEVN Stations are affiliated with FOX and serve the Rapid City, South Dakota television market. The total purchase price to complete the KEVN Acquisition was approximately $8.8 million (the “KEVN Acquisition”). The purchase price to complete the KEVN Acquisition was funded with a combination of cash from operations and borrowings under our prior senior credit facility. KNDX Acquisition On May 1, 2014, we acquired from Prime Cities Broadcasting, Inc. (“Prime Cities”) certain assets of KNDX-TV and its satellite station KXND-TV, as well as certain non-license assets of low power stations KNDX-LP and KXND-LP. These four stations served as FOX affiliates for the Minot-Bismarck, North Dakota television market. On June 13, 2014, we transferred the programing of KNDX-TV and KXND-TV to the television stations that we acquired from Hoak in the Minot-Bismarck, North Dakota television market. On June 27, 2014, we acquired the low power FCC licenses of KNDX-LP and KXND-LP from Prime Cities. We refer to the acquisition of these assets from Prime Cities as the “KNDX Acquisition.” The total purchase price was $7.5 million, which was funded with a combination of cash from operations and borrowings under our prior senior credit facility. Parker Acquisition Also in 2014, we acquired 100% of the capital stock of two of Parker’s subsidiaries, Parker Broadcasting of Dakota, LLC and Parker Broadcasting of Louisiana, LLC (collectively, the “Parker Acquisition”). Parker Broadcasting of Dakota, LLC owned certain non-license assets of KXJB-TV, which was affiliated with the CBS network and served the Fargo, North Dakota television market. Parker Broadcasting of Louisiana LLC owned certain non-license assets of KAQY-TV, which was affiliated with the ABC network and served the Monroe, Louisiana television market. On September 25, 2014, we completed the acquisition of the outstanding capital stock of Parker Broadcasting of Louisiana LLC and transferred the programing of KAQY-TV to KNOE-TV, a station owned by Gray that also serves the Monroe, Louisiana, television market. On December 1, 2014, we completed the acquisition of Parker Broadcasting of Dakota, LLC and transferred the programming of KXJB-TV to KVLY-TV, a station owned by us that also serves the Fargo, North Dakota television market. Upon the completion of the Parker Acquisition, the Parker Agreements were terminated. The purchase price to complete the Parker Acquisition was $6.7 million, of which approximately $1.7 million was allocated to the Parker Broadcasting of Louisiana transaction and $5.0 million was allocated to the Parker Broadcasting of Dakota transaction. The purchase price to complete the Parker Acquisition was funded with a combination of cash from operations and borrowings under our 2014 Senior Credit Facility. WQCW Acquisition On April 1, 2014, we acquired the assets of WQCW-TV, Portsmouth, Ohio from Lockwood Broadcast Group (the "WQCW Acquisition"). WQCW-TV serves as the CW affiliate for the Charleston/ Huntington, West Virginia television market, where we own and operate WSAZ-TV, the market's NBC affiliate. The purchase price to complete the WQCW Acquisition was approximately $5.5 million, which was funded with cash from operations. Helena Acquisition On November 1, 2014, we acquired from Beartooth Communications Company the assets of KTVH-TV and KBGF-LD, which are NBC affiliates in the Helena, Montana and Great Falls, Montana television markets, respectively; and on December 1, 2014, we acquired from Rocky Mountain Broadcasting Company the assets of KMTF-TV the CW affiliate for the Helena, Montana market (together, the “Helena Acquisition”). Total purchase price for both acquisitions was approximately $1.9 million, which was funded with cash from operations . Collectively, we refer to the stations acquired and retained in 2014 as the “2014 Acquired Stations.” The fair values of the acquired assets, assumed liabilities and the resulting goodwill from the 2014 Acquired Stations are summarized as follows (in thousands):
|  | Acquisition |
|  | Hoak |  |  | SJL |  |  | KEVN |  |  | KNDX |  |  | Parker |  |  | WQCW |  |  | Helena |
Cash |  | $ | - |  |  | $ | - |  |  | $ | 615 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Accounts receivable |  |  | 10,722 |  |  |  | 7,132 |  |  |  | 569 |  |  |  | - |  |  |  | 765 |  |  |  | - |  |  |  | 14 |
Other current assets |  |  | 509 |  |  |  | 1,946 |  |  |  | 96 |  |  |  | 39 |  |  |  | 964 |  |  |  | 45 |  |  |  | 49 |
Property and equipment |  |  | 45,382 |  |  |  | 23,508 |  |  |  | 3,888 |  |  |  | 2,576 |  |  |  | 722 |  |  |  | 991 |  |  |  | 1,230 |
Goodwill |  |  | 131,632 |  |  |  | 50,941 |  |  |  | 2,717 |  |  |  | 1,839 |  |  |  | 1,932 |  |  |  | 802 |  |  |  | 70 |
Broadcast licenses |  |  | 91,958 |  |  |  | 86,685 |  |  |  | 1,675 |  |  |  | 500 |  |  |  | - |  |  |  | 3,691 |  |  |  | 146 |
Other intangible assets |  |  | 35,386 |  |  |  | 10,091 |  |  |  | 1,786 |  |  |  | 2,584 |  |  |  | 3,163 |  |  |  | 15 |  |  |  | 431 |
Other non-current assets |  |  | - |  |  |  | 253 |  |  |  | 29 |  |  |  | 15 |  |  |  | 16 |  |  |  | - |  |  |  | - |
Current liabilities |  |  | (3,544 | ) |  |  | (4,936 | ) |  |  | (211 | ) |  |  | (36 | ) |  |  | (826 | ) |  |  | (45 | ) |  |  | (90 | )
Other long-term liabilities |  |  | - |  |  |  | (379 | ) |  |  | (38 | ) |  |  | (17 | ) |  |  | (5 | ) |  |  | - |  |  |  | - |
Deferred income tax liabilities |  |  | (12,188 | ) |  |  | (43,712 | ) |  |  | (2,341 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total |  | $ | 299,857 |  |  | $ | 131,529 |  |  | $ | 8,785 |  |  | $ | 7,500 |  |  | $ | 6,731 |  |  | $ | 5,499 |  |  | $ | 1,850 |
These amounts are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Actual results may differ materially from these estimates. Accounts receivable are recorded at their fair value that represents the amount we expect to collect. Gross contractual amounts receivable are approximately $0.3 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 years to 40 years. The amount related to other intangible assets primarily represents the estimated fair values of retransmission agreements of $34.2 million; advertising client relationships of $13.1 million; and income leases of $4.1 million. These intangible assets are being amortized over the estimated remaining useful lives of 4.4 years for retransmission agreements; 5.5 years for advertising client relationships; and 8.3 years for income leases. We expect that goodwill of $88.6 million related to asset acquisitions and stock acquisitions that are treated as asset acquisitions based on the tax elections made relating to the 2014 Acquired Stations will be deductible for tax purposes. As described above, no fair value was separately allocated to the acquired network affiliation agreements in our 2014 Acquired Stations. In connection with acquiring the 2014 Acquired Stations, we incurred transaction costs totaling $6.2 million that are included in our corporate and administrative expenses in the year ended December 31, 2014. Unaudited Pro Forma Financial Information Pro Forma Data – Acquisitions Completed in 2016 The following table sets forth certain unaudited pro forma information for the years ended December 31, 2016 and 2015 assuming that the acquisitions completed in 2016 occurred on January 1, 2015 (in thousands, except per share data):
|  | Years Ended |
|  | December 31, |
|  | 2016 |  |  | 2015 |
Revenue (less agency commissions) |  | $ | 825,787 |  |  | $ | 701,550 |
Net income |  | $ | 57,795 |  |  | $ | 39,360 |
Basic net income per share |  | $ | 0.80 |  |  | $ | 0.58 |
Diluted net income per share |  | $ | 0.79 |  |  | $ | 0.57 |
This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the stations acquired in 2016, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we acquired each of the stations acquired in 2016 on January 1, 2015 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the years ended December 31, 2016 and 2015 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, and the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions. Pro Forma Data - 2015 Acquisitions The following table sets forth certain unaudited pro forma information for the years ended December 31, 2015 and 2014 assuming that the 2015 Acquisitions occurred on January 1, 2014 (in thousands, except per share data):
|  | Years Ended |
|  | December 31, |
|  | 2015 |  |  | 2014 |
Revenue (less agency commissions) |  | $ | 621,530 |  |  | $ | 559,538 |
Net income |  | $ | 46,181 |  |  | $ | 59,342 |
Basic net income per share |  | $ | 0.68 |  |  | $ | 1.03 |
Diluted net income per share |  | $ | 0.67 |  |  | $ | 1.02 |
This pro forma financial information is based on Gray’s historical results of operations and the 2015 Acquisitions’ historical results of operations, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed each of the 2015 Acquisitions on January 1, 2014 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the years ended December 31, 2015 and 2014 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, and the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions. In connection with completing the 2015 Acquisitions, we incurred a total of $6.5 million of transaction related costs in 2015, primarily related to legal, consulting and other professional services. Net revenues and operating income of the businesses acquired in the 2015 Acquisitions included in our audited consolidated statements of operations for the year ended December 31, 2015 were $23.2 million and $8.6 million, respectively. Pro Forma Data - Ho ak Acquisition and SJL Acquisition The following table sets forth certain unaudited pro forma results of operations of the Company for the year ended December 31, 2014 assuming that the Hoak Acquisition and the SJL Acquisition, along with transactions necessary to finance the Hoak Acquisition and the SJL Acquisition, occurred on January 1, 2013 (in thousands, except per share data):
|  | Year Ended December 31, 2014 |
Revenue (less agency commissions) |  | $ | 565,251 |
Net income |  | $ | 50,771 |
Basic net income per share |  | $ | 0.88 |
Diluted net income per share |  | $ | 0.87 |
This pro forma financial information is based on each of Gray’s, Hoak’s and SJL’s historical results of operations, adjusted for the effect of fair value estimates and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we completed each of the Hoak Acquisition, the SJL Acquisition and the related financing transactions on January 1, 2013 or on any other historical date, nor is it reflective of our expected results of operations for any future period. The pro forma adjustments for the year ended December 31, 2014 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, additional interest expense related to the financing of each of the Hoak Acquisition and the SJL Acquisition and the related tax effects of the adjustments. This pro forma financial information has been prepared based on estimates and assumptions that we believe are reasonable as of the date hereof, and are subject to change based on, among other things, changes in the fair value estimates or underlying assumptions. In connection with completing the Hoak Acquisition and SJL Acquisition, in 2014 we incurred a total of $5.1 million of transaction related costs, primarily related to legal, consulting and other professional services. Net revenues and operating income of the businesses acquired in the Hoak Acquisition and the SJL Acquisition included in our audited consolidated statements of operations for the year ended December 31, 2014 were $64.7 million and $25.8 million, respectively. Pro forma financial information for the following stations acquired in 2014 is not included as such information is not material to our financial statements : the KEVN Acquisition; the KNDX Acquisition; the Parker Acquisition; the WQCW Acquisition and the Helena Acquisition.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration