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Note 3 - Acquisitions and Divestitures | 6 Months Ended
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Jun. 30, 2019
Notes to Financial Statements |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
3. | Acquisitions and Divestitures
During the six-months ended June 30, 2019, we completed acquisition and divestiture transactions which we believe will, 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 could provide us with, among other things, the ability to negotiate more favorable terms in our agreements with third parties. Raycom Merger On January 2, 2019, we completed an acquisition of all the equity interests of Raycom Media, Inc. (“Raycom”). In connection with the acquisition of Raycom and on the same date, Gray assumed and completed Raycom’s pending acquisitions of WUPV-DT in the Richmond, VA market and KYOU-TV in the Ottumwa, IA market. To facilitate regulatory approval of the acquisition of Raycom and to satisfy the conditions placed on the acquisition by the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the FCC, we completed the divestiture of nine television stations in overlapping markets. We refer to the acquisition of Raycom, WUPV-DT and KYOU-TV and the divestiture of the stations in the nine overlapping markets collectively as the “Raycom Merger.” We believe the completion of the Raycom Merger is a significant step in our pursuit of strategic growth through accretive acquisition opportunities. The Raycom Merger completed our transformation from a small, regional broadcaster to a leading media company with nationwide scale based on high-quality stations with exceptional talent in attractive markets. The following table lists the stations acquired and retained, net of divestitures:
|  |  |  | Station |  |
DMA |  | Designated Market Area |  | Call |  | Network
Rank |  | ("DMA") |  | Letters |  | Affiliation
11 |  | Tampa-St. Petersburg (Sarasota), FL |  | WWSB |  | ABC
19 |  | Cleveland-Akron (Canton) |  | WOIO |  | CBS
19 |  | Cleveland-Akron (Canton) |  | WUAB |  | CW
23 |  | Charlotte, NC |  | WBTV |  | CBS
35 |  | Cincinnati, OH |  | WXIX |  | FOX
37 |  | West Palm Beach-Ft. Pierce, FL |  | WFLX |  | FOX
43 |  | Birmingham (Ann and Tusc) |  | WBRC |  | FOX
48 |  | Louisville, KY |  | WAVE |  | NBC
50 |  | New Orleans, LA |  | WVUE |  | FOX
51 |  | Memphis, TN |  | WMC |  | NBC
56 |  | Richmond- Petersburg, VA |  | WWBT |  | NBC
56 |  | Richmond- Petersburg, VA |  | WUPV |  | CW
66 |  | Honolulu, HI |  | KHNL |  | NBC
66 |  | Honolulu, HI |  | KGMB |  | CBS
66 |  | Honolulu, HI |  | KHBC |  | NBC/CBS
66 |  | Honolulu, HI |  | KOGG |  | NBC/CBS
73 |  | Tucson (Nogales), AZ |  | KOLD |  | CBS
74 |  | Columbia, SC |  | WIS |  | NBC
79 |  | Huntsville- Decatur (Florence), AL |  | WAFF |  | NBC
88 |  | Paducah, KY/Cape Girardeau, MO/ |  |  |  |
|  | Harrisburg, IL |  | KFVS |  | CBS
90 |  | Shreveport, LA |  | KSLA |  | CBS
92 |  | Jackson, MS |  | WLBT |  | NBC
93 |  | Savannah, GA |  | WTOC |  | CBS
94 |  | Charleston, SC |  | WCSC |  | CBS
95 |  | Myrtle Beach-Florence |  | WMBF |  | NBC
97 |  | Baton Rouge, LA |  | WAFB |  | CBS
97 |  | Baton Rouge, LA |  | WBXH |  | MY
100 |  | Boise, ID |  | KNIN |  | FOX
103 |  | Evansville, IN |  | WFIE |  | NBC
114 |  | Tyler-Longview, TX |  | KLTV |  | ABC
114 |  | Tyler-Longview, TX |  | KTRE |  | ABC
116 |  | Montgomery, AL |  | WSFA |  | NBC
127 |  | Columbus, GA (Opelika, AL) |  | WTVM |  | ABC
129 |  | Wilmington, NC |  | WECT |  | NBC
131 |  | Amarillo, TX |  | KFDA |  | CBS
131 |  | Amarillo, TX |  | KEYU |  | TEL
142 |  | Odessa/Midland, TX |  | KCWO |  | CW
142 |  | Odessa/Midland, TX |  | KTLE |  | TEL
143 |  | Lubbock, TX |  | KCBD |  | NBC
148 |  | Wichita Falls, TX & Lawton, OK |  | KSWO |  | ABC
148 |  | Wichita Falls, TX & Lawton, OK |  | KKTM |  | TEL
152 |  | Albany, GA |  | WALB |  | NBC/ABC
156 |  | Biloxi-Gulfport, MS |  | WLOX |  | ABC/CBS
168 |  | Hattiesburg/Laurel, MS |  | WDAM |  | NBC/ABC
180 |  | Jonesboro, AR |  | KAIT |  | ABC/NBC
200 |  | Ottumwa, IA/Kirksville, MO |  | KYOU |  | FOX/NBC
The divestiture transactions included one station owned by us. On December 31, 2018, we sold the assets of WSWG-TV (DMA-152) in the Albany, Georgia television market for $8.5 million, excluding transaction related expenses to Marquee Broadcasting, Inc. and Marquee Broadcasting Georgia, Inc. In connection with the divestiture of the assets of WSWG-TV, we recorded a gain of approximately $4.8 million in the fourth quarter of 2018. On January 2, 2019, the following stations were acquired from Raycom and their assets were immediately divested in eight markets as follows (dollars in millions):
|  | Total |  |  |  |  |  |  |  |
|  | Cash |  |  |  |  |  |  |  |
|  | Consideration |  | Television |  |  |  |  |  |
Purchaser |  | Received |  | Station |  | Location |  | DMA |
Lockwood Broadcasting, Inc. |  | $ | 67 |  | WTNZ |  | Knoxville, TN |  |  | 60 |
|  |  |  |  | WFXG |  | Augusta, GA |  |  | 105 |
|  |  |  |  | WPGX |  | Panama City, FL |  |  | 150 |
|  |  |  |  | WDFX |  | Dothan, AL |  |  | 173 |
Scripps Media, Inc. |  |  | 55 |  | KXXV |  | Waco-Temple-Bryan, TX |  |  | 89 |
|  |  |  |  | KRHD |  | Waco-Temple-Bryan, TX |  |  | 89 |
|  |  |  |  | WTXL |  | Tallahassee, FL |  |  | 112 |
TEGNA, Inc. |  |  | 109 |  | WTOL |  | Toledo, OH |  |  | 71 |
|  |  |  |  | KWES |  | Odessa - Midland, TX |  |  | 142 |
Total |  | $ | 231 |  |  |  |  |  |  |  |
The allocated portion of net consideration paid for the assets and liabilities divested for the stations in these eight overlap markets was approximately $234 million. The net consideration paid to acquire Raycom consisted of $2.84 billion of cash, 11.5 million shares of our common stock, valued at $170 million (a non-cash financing transaction), and $650 million of a new series of preferred stock (a non-cash financing transaction), for a total of $3.66 billion. Please refer to Note 6 “Stockholders Equity” and Note 7 “Preferred Stock” for further information. The cash consideration paid to acquire the two stations that Raycom had previously agreed to acquire (KYOU-TV and WUPV-TV listed above) was $17 million. The following table summarizes the consideration paid related to the Raycom Merger and the amount representing the net assets acquired and liabilities assumed (in millions):
|  |  |  |  |  | KYOU |  |  |  |  |
|  |  |  |  |  | and |  |  | Net |
|  | Raycom |  |  | WUPV |  |  | Consideration |
Purchase Price |  | $ | 3,660 |  |  | $ | 17 |  |  | $ | 3,677 |
Less - consideration allocated to all assets acquired and net of liabilites assumed for the Raycom overlap market stations which were also divested on January 2, 2019 |  |  | (234 | ) |  |  | - |  |  |  | (234 | )
Purchase consideration for assets acquired and liabilities assumed net of divestitures |  | $ | 3,426 |  |  | $ | 17 |  |  | $ | 3,443 |
United Acquisition On May 1, 2019, we acquired the assets of WWNY-TV (CBS) and WNYF-CD (FOX) in Watertown, New York (DMA 178) and KEYC-TV (CBS/FOX) in Mankato, Minnesota (DMA 199) from United Communications Corporation (the “United Acquisition”) for an adjusted purchase price of $48 million of cash, excluding transaction related expenses. We began operating those stations on March 1, 2019 under a local programming and marketing agreement, which increased the total number of our markets from 91 to 93. The following table summarizes the preliminary values of the assets acquired, liabilities assumed and resulting goodwill of the Raycom Merger and the United Acquisition, together, the “2019 Acquisitions,” (in millions):
|  | Raycom |  |  | United |  |  | Total |
Cash |  | $ | 116 |  |  | $ | - |  |  | $ | 116 |
Accounts receivable, net |  |  | 245 |  |  |  | 3 |  |  |  | 248 |
Program broadcast rights |  |  | 12 |  |  |  | - |  |  |  | 12 |
Other current assets |  |  | 8 |  |  |  | - |  |  |  | 8 |
Property and equipment |  |  | 311 |  |  |  | 10 |  |  |  | 321 |
Operating lease right of use asset |  |  | 52 |  |  |  | - |  |  |  | 52 |
Goodwill |  |  | 836 |  |  |  | 3 |  |  |  | 839 |
Broadcast licenses |  |  | 2,004 |  |  |  | 24 |  |  |  | 2,028 |
Other intangible assets |  |  | 493 |  |  |  | 8 |  |  |  | 501 |
Other non-current assets |  |  | 22 |  |  |  | - |  |  |  | 22 |
Accrued compensation and benefits |  |  | (29 | ) |  |  | - |  |  |  | (29 | )
Program broadcast obligations |  |  | (16 | ) |  |  | - |  |  |  | (16 | )
Other current liabilities |  |  | (60 | ) |  |  | - |  |  |  | (60 | )
Income taxes payable |  |  | (12 | ) |  |  | - |  |  |  | (12 | )
Deferred income taxes |  |  | (462 | ) |  |  | - |  |  |  | (462 | )
Operating lease liabilities |  |  | (52 | ) |  |  | - |  |  |  | (52 | )
Other long-term liabilities |  |  | (25 | ) |  |  | - |  |  |  | (25 | )
Total |  | $ | 3,443 |  |  | $ | 48 |  |  | $ | 3,491 |
These amounts are based upon management’s preliminary estimate of the fair values using valuation techniques including income, cost and market approaches. In determining the preliminary 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. Because of the magnitude and complexity of the calculations involved and the inherent issues related to the integration of our operations, the valuation of the assets acquired, liabilities assumed and resulting goodwill of the 2019 Acquisitions are not yet final. However, we expect that any adjustments to these amounts reported in subsequent periods will not be material to our financial statements as a whole. Accounts receivable are recorded at their fair value representing the amount we expect to collect. Gross contractual amounts receivable are approximately $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 3 years to 40 years. Amounts related to other intangible assets represent primarily the estimated fair values of retransmission agreements of $313 million; favorable income leases of $76 million; and network affiliation agreements of $48 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.6 years for retransmission agreements; approximately 9.2 years for favorable income leases; and approximately 4.2 years for network affiliation agreements. 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 recorded $836 million of goodwill related to stations acquired and retained in the Raycom Merger, and $3 million of goodwill related to the stations acquired in the United Acquisition. A portion of the goodwill acquired, in the amount of approximately $150 million that was deductible by Raycom will be deductible by us for income tax purposes. The Company’s consolidated results of operations for three and six-months ended June 30, 2019 include the results of the Raycom Merger beginning on January 2, 2019 and the United Acquisition beginning on March 1, 2019. Revenues attributable thereto and included in our consolidated statement of operations for the three and six-months ended June 30, 2019 were $264 million and $545 million, respectively. Operating income attributable thereto and included in our consolidated statement of operations was $53 million and $49 million for the three and six-months ended June 30, 2019, respectively. The following table summarizes the approximate “Transaction Related Expenses” incurred in connection with the 2019 Acquisitions, during the three and six-months ended June 30, 2019, by type and by financial statement line item (in millions):
|  | June 30, 2019 |
|  | Three Months |  |  | Six Months |
|  | Ended |  |  | Ended |
Transaction Related Expenses by type: |  |  |  |  |  |  |  |
Legal, consulting and other professional fees |  | $ | 1 |  |  | $ | 23 |
Incentive compensation and other severance costs |  |  | - |  |  |  | 18 |
Termination of sales representation agreements |  |  | 1 |  |  |  | 29 |
Total transaction related expenses |  | $ | 2 |  |  | $ | 70 |
Transaction Related Expenses by financial statement line item: |  |  |  |  |  |  |  |
Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: |  |  |  |  |  |  |  |
Broadcast |  | $ | 1 |  |  | $ | 37 |
Corporate and administrative |  |  | 1 |  |  |  | 33 |
Total transaction related expenses |  | $ | 2 |  |  | $ | 70 |
Unaudited Pro Forma Financial Information. The following table sets forth certain unaudited pro forma information for the six-months ended June 30, 2019 and 2018 assuming that the 2019 Acquistions occurred on January 1, 2018 (in millions, except per share data):
|  | Six Months Ended |
|  | June 30, |
|  | 2019 |  |  | 2018 |
Revenue (less agency commissions) |  | $ | 1,029 |  |  | $ | 995 |
Net income |  | $ | 44 |  |  | $ | 61 |
Net income attributable to common stockholders |  | $ | 18 |  |  | $ | 35 |
Basic net income per common share |  | $ | 0.18 |  |  | $ | 0.40 |
Diluted net income per common share |  | $ | 0.18 |  |  | $ | 0.40 |
This pro forma financial information is based on Gray’s historical results of operations and the historical results of operations of the television stations acquired, net of divestitures, included in the 2019 Acquisitions, 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 the 2019 Acquisitions on January 1, 2018 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 six-months ended June 30, 2019 and 2018 reflect depreciation expense and amortization of finite-lived intangible assets related to the fair value of the assets acquired, transaction related expenses 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.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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