Acquisitions

Katz

On October 2, 2017, we acquired the Katz networks for $292 million, which is net of a 5.33% noncontrolling interest we owned prior to the acquisition date. Katz owns and operates four national television networks — Bounce, Grit, Escape and Laff. The acquisition was funded through the issuance of a new term loan B. Katz is included as part of our National Media segment.

The following table summarizes the fair values of the Katz assets acquired and liabilities assumed at the closing date.



(in thousands)

Assets:
Cash	$	21,372
Accounts receivable	44,306
Current portion of programming	36,218
Intangible assets	32,300
Goodwill	213,721
Programming (less current portion)	52,908
Other assets	1,395
Total assets acquired	402,220
Accounts payable and accrued liabilities	29,339
Current portion of programming liabilities	32,877
Programming liabilities	37,692
Net purchase price	$	302,312

The acquisition date fair value of goodwill was revised in the third quarter of 2018. Goodwill was increased by $4.1 million, due to revisions to the acquisition date fair value of program assets. Additionally, this change to the acquired value of program assets resulted in a decrease to previously reported programming costs of $0.3 million in 2018.

Of the $32 million allocated to intangible assets, $8 million was assigned to trade names with a life of 10 years and $24 million was assigned to advertiser relationships with a life of 5 years.

The goodwill of $214 million arises from being able to enter into the market for established over-the-air networks. The goodwill was allocated to our National Media segment. We treated the transaction as an asset acquisition for income tax purposes with a step-up in the assets acquired. The goodwill is deductible for income tax purposes.

Pro forma results of operations

Pro forma results of operations, assuming the Katz acquisition had taken place at the beginning of 2017, are presented in the following table. The pro forma information includes the historical results of operations of Scripps and Katz, as well as adjustments for additional depreciation and amortization of the assets acquired and additional interest expense related to the financing of the transaction. The pro forma information does not include efficiencies, cost reductions or synergies expected to result from the acquisition. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisition been completed at the beginning of the period.



(in thousands, except per share data) (unaudited)	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
(in thousands, except per share data) (unaudited)	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017

Operating revenues	$	236,997		$	724,627
Loss from continuing operations, net of tax	(29,263		)	(23,937		)
Loss per share from continuing operations attributable to the shareholders of The E.W. Scripps Company:
Basic	$	(0.36	)	$	(0.29	)
Diluted	(0.36		)	(0.29		)

Pending Acquisitions

On August 20, 2018, we entered into a definitive agreement to acquire two television stations owned by Raycom Media — Waco, Texas ABC affiliate KXXV/KRHD and Tallahassee, Florida ABC affiliate WTXL — for $55 million. These stations are being divested as part of Gray Television's acquisition of Raycom Media. The purchase is subject to regulatory approvals and customary closing conditions and is expected to close in the fourth quarter of 2018 in conjunction with the closing of the Gray-Raycom transaction. This transaction will be funded with cash on hand at time of closing.

On October 16, 2018, we entered into a definitive agreement to acquire Triton Digital Canada, Inc. ("Triton") for $150 million. This transaction will be funded with cash on hand at time of closing. Triton is a leading digital audio infrastructure and audience measurement services company. Triton’s infrastructure and ad-serving solutions deliver live and on-demand audio streams and insert advertisements into those streams. Triton’s data and measurement service is recognized as the currency by which publishers sell digital audio advertising. This acquisition is expected to close in the fourth quarter of 2018.

On October 27, 2018, we entered into a definitive agreement with Cordillera Communications, LLC to acquire 15 television stations, serving 10 markets, for $521 million in cash. We have obtained underwriting for financing the acquisition with incremental term loan B borrowings. Completion of the acquisition, which is anticipated to close in the first quarter of 2019, is subject to regulatory approvals and customary closing conditions.