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Note 2 - Acquisitions | 6 Months Ended
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Jun. 30, 2017
Notes to Financial Statements |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
2 . | Acquisitions
On January 13, 2017, we acquired KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TV (FOX) in the Fairbanks, Alaska television market (DMA 202 ), from Tanana Valley Television Company and Tanana Valley Holdings, LLC for $8.0 million (the “Fairbanks Acquisition”), using cash on hand. As described above, on January 17, 2017, we completed the Media General Acquisition, for an adjusted purchase price of $269.9 million using cash on hand. On May 1, 2017, we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA 169 ) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”) for a total purchase price of $26.5 million. On June 1, 2016, we began operating the stations, subject to the control of the seller, under a local marketing agreement (“LMA”) that terminated upon completion of the acquisition. On May 1, 2017, we acquired WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA 156 ) and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA 161 ) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”) for a total purchase price of $85.0 million. On April 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition. We refer to the seven stations acquired (excluding the stations acquired in the Clarksburg Acquisition) during the first six -months of 2017 and the stations we commenced operating under an LMA during that period as the “2017 Acquisitions.” We refer to the 13 stations acquired in 2016, and that we retained in those acquisitions, including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on June 1, 2016, as the “2016 Acquisitions.” The preliminary fair value estimates of the assets acquired, liabilities assumed and resulting goodwill of the 2017 Acquisitions and the Clarksburg Acquisition are summarized as follows (in thousands):
|  | Acquisition |  |  |  |  |
|  | Fairbanks |  |  | Media General |  |  | Clarksburg |  |  | Diversified |  |  | Total |
Current assets |  | $ | 122 |  |  | $ | 666 |  |  | $ | 462 |  |  | $ | 361 |  |  | $ | 1,611 |
Property and equipment |  |  | 2,650 |  |  |  | 20,471 |  |  |  | 4,133 |  |  |  | 12,329 |  |  |  | 39,583 |
Goodwill |  |  | 471 |  |  |  | 85,997 |  |  |  | 3,222 |  |  |  | 35,486 |  |  |  | 125,176 |
Broadcast licenses |  |  | 2,228 |  |  |  | 149,846 |  |  |  | 17,003 |  |  |  | 26,219 |  |  |  | 195,296 |
Other intangible assets |  |  | 2,702 |  |  |  | 13,398 |  |  |  | 2,234 |  |  |  | 11,051 |  |  |  | 29,385 |
Other non-current assets |  |  | 71 |  |  |  | 282 |  |  |  | 51 |  |  |  | 27 |  |  |  | 431 |
Current liabilities |  |  | (140 | ) |  |  | (695 | ) |  |  | (554 | ) |  |  | (423 | ) |  |  | (1,812 | )
Other long-term liabilities |  |  | (84 | ) |  |  | - |  |  |  | (51 | ) |  |  | (50 | ) |  |  | (185 | )
Total |  | $ | 8,020 |  |  | $ | 269,965 |  |  | $ | 26,500 |  |  | $ | 85,000 |  |  | $ | 389,485 |
Amounts in the table above are based upon management’s preliminary estimates of the fair values using valuation techniques including income, cost and market approaches. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Property and equipment are being depreciated over their estimated useful lives ranging from three years to 40 years. Other intangible assets represent primarily the estimated fair values of retransmission agreements of $21.5 million, advertising client relationships of $4.1 million and favorable income leases of $2.5 million. These intangible assets are being amortized over their estimated useful lives of 5.2 years for retransmission agreements, 4.2 years for advertising client relationships and 12.6 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 preliminarily recorded $125.2 million of goodwill related to 2017 Acquisitions. The use of different estimates or assumptions could result in materially different allocations. The goodwill recognized related to these acquisitions is deductible for income tax purposes. Our consolidated results of operations include the results of each acquisition from the date of the respective transaction. Revenue and operating income attributable to the 2017 Acquisitions and included in our consolidated statements of operations for the six -months ended June 30, 2017 were $31.8 million and $15.7 million, respectively. In connection with the 2017 Acquisitions we incurred a total of $1.0 million of transaction related costs during the six -months ended June 30, 2017, primarily related to legal, consulting and other professional fees. Revenue and operating income attributable to the 2016 Acquisitions and included in our consolidated statements of operations for the six -months ended June 30, 2016 were $50.7 million and $19.0 million, respectively.

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- 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 Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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