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Acquisitions | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Acquisitions | Acquisitions KCDO Television Station On November 20, 2020, we closed on the acquisition of the KCDO television station in the Denver, Colorado market. Included in the sale was KSBS-CD, a lower power translator of KCDO. Total consideration for the transaction totaled $9.6 million. The preliminary purchase price allocation attributed value of $6.9 million to the acquired FCC license, $1.7 million to goodwill, $0.9 million to property and equipment, and the remainder to various working capital accounts. 2019 Television Stations Acquisitions On September 19, 2019, we closed on the acquisition of eight television stations in seven markets from the Nexstar Media Group, Inc. ("Nexstar") transaction with Tribune Media Company ("Tribune"). Cash consideration for the transaction totaled $582 million. Seven of the stations were operated by Tribune, and its subsidiaries, and one was operated by Nexstar. Nexstar was required to divest these stations in order to complete its acquisition of Tribune. On May 1, 2019, we acquired 15 television stations in 10 markets from Cordillera Communications, LLC ("Cordillera"), for $521 million in cash, plus a working capital adjustment of $23.9 million. In the second quarter of 2020, we received cash consideration and reduced the purchase price by $2.5 million related to an indemnification claim on certain acquired assets. Effective January 1, 2019, we acquired three television stations owned by Raycom Media ("Raycom") — Waco, Texas ABC affiliate KXXV/KRHD and Tallahassee, Florida ABC affiliate WTXL — for $55 million in cash. These stations were being divested as part of Gray Television's acquisition of Raycom. The following table summarizes the final fair values of the Raycom, Cordillera and Nexstar-Tribune assets acquired and liabilities assumed at the closing dates.
(in thousands) |  | Raycom |  | Cordillera |  | Nexstar- Tribune |  | Total
Accounts receivable |  | $ | — |  |  | $ | 26,770 |  |  | $ | — |  |  | $ | 26,770 |
Current portion of programming |  | — |  |  | — |  |  | 11,997 |  |  | 11,997 |
Other current assets |  | — |  |  | 986 |  |  | 3,541 |  |  | 4,527 |
Property and equipment |  | 11,721 |  |  | 53,734 |  |  | 61,569 |  |  | 127,024 |
Operating lease right-of-use assets |  | 296 |  |  | 4,667 |  |  | 82,447 |  |  | 87,410 |
Programming (less current portion) |  | — |  |  | — |  |  | 9,830 |  |  | 9,830 |
Goodwill |  | 18,349 |  |  | 251,681 |  |  | 168,196 |  |  | 438,226 |
Indefinite-lived intangible assets - FCC licenses |  | 6,800 |  |  | 26,700 |  |  | 176,000 |  |  | 209,500 |
Amortizable intangible assets: |  |  |  |  |  |  |  |
Television network affiliation relationships |  | 17,400 |  |  | 169,400 |  |  | 181,000 |  |  | 367,800 |
Advertiser relationships |  | 700 |  |  | 5,900 |  |  | 7,100 |  |  | 13,700 |
Other intangible assets |  | — |  |  | 13,000 |  |  | — |  |  | 13,000 |
Accounts payable |  | — |  |  | (15) |  |  | — |  |  | (15) |
Accrued expenses |  | — |  |  | (5,750) |  |  | (4,586) |  |  | (10,336) |
Current portion of programming liabilities |  | — |  |  | — |  |  | (16,211) |  |  | (16,211) |
Other current liabilities |  | — |  |  | (280) |  |  | (3,185) |  |  | (3,465) |
Programming liabilities |  | — |  |  | — |  |  | (15,607) |  |  | (15,607) |
Operating lease liabilities |  | (296) |  |  | (4,387) |  |  | (79,766) |  |  | (84,449) |
Net purchase price |  | $ | 54,970 |  |  | $ | 542,406 |  |  | $ | 582,325 |  |  | $ | 1,179,701 |
Of the value allocated to amortizable intangible assets, television network affiliation relationships have an estimated amortization period of 20 years, advertiser relationships have estimated amortization periods of 5-10 years and the value allocated to a shared services agreement has an estimated amortization period of 20 years. The goodwill of $438 million arising from the transactions consists largely of synergies, economies of scale and other benefits of a larger broadcast footprint. We allocated the goodwill to our Local Media segment. We treated the transactions as asset acquisitions for income tax purposes resulting in a step-up in the assets acquired. The goodwill is deductible for income tax purposes. Omny Studio On June 10, 2019, we completed the acquisition of Omny Studio ("Omny") for a cash purchase price of $8.3 million. Omny is a Melbourne, Australia-based podcasting software-as-a-service company operating as a part of Triton in our National Media segment. Omny is an audio-on-demand platform built specifically for professional audio publishers. The platform enables audio publishers to seamlessly record, edit, distribute, monetize and analyze podcast content; replace static ads with dynamically inserted, highly targeted ads; and automates key aspects of campaign management, such as industry separation, frequency capping and volume normalization. The purchase price allocation assigned $5.3 million to goodwill, $3.8 million to a developed technology intangible asset and the remainder was allocated to various working capital and deferred tax liability accounts. The developed technology intangible asset has an estimated amortization period of 10 years. The goodwill arising from the transaction consists largely of the fact that the addition of Omny's podcast and on-demand audio publishing platform to Triton's portfolio of streaming, advertising and measurement technologies provides audio publishers around the world with a full-stack enterprise solution to increase reach and revenue. Triton On November 30, 2018, we acquired Triton Digital Canada, Inc. ("Triton") for total cash consideration of $160 million. Assets acquired in the transaction included approximately $10.5 million of cash. The transaction was funded with cash on hand at time of closing. Triton is a leading global 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. The following table summarizes the final fair values of the Triton assets acquired and liabilities assumed at the closing date.
(in thousands) |  |
Cash |  | $ | 10,515 |
Accounts receivable |  | 8,879 |
Other current assets |  | 679 |
Property and equipment |  | 705 |
Goodwill |  | 80,656 |
Other intangible assets |  | 75,000 |
Accounts payable |  | (1,895) |
Accrued expenses |  | (3,332) |
Other current liabilities |  | (18) |
Deferred tax liability |  | (10,976) |
Total purchase price |  | $ | 160,213 |
The acquisition date fair value of goodwill was revised in 2019. Goodwill was decreased by $3.2 million as a result of adjustments to assumed tax liability balances in the opening balance sheet. The adjustment to decrease the fair value of the deferred tax liability by $3.6 million was partially offset by adjustments to various working capital accounts. Of the $75 million allocated to intangible assets, $39 million was assigned to various developed technologies for audience measurement, content delivery and advertising with lives ranging from 8-12 years, $31 million was assigned to customer relationships with a life of 12 years and $5 million was assigned to trade names with a life of 10 years. The goodwill of $81 million arises from being able to capitalize on the growth of the streaming audio industry and further improve our position in the global digital audio marketplace. The goodwill is allocated to our National Media segment. The transaction is accounted for as a stock acquisition which applies carryover tax basis to the assets and liabilities acquired. The goodwill is not deductible for income tax purposes. Pro forma results of operations Pro forma results of operations, assuming the Cordillera and Nexstar-Tribune acquisitions had taken place at the beginning of 2018, are presented in the following table. The pro forma results do not include KCDO, Raycom or Omny Studio, as the impact of these acquisitions, individually or in the aggregate, is not material to prior year results of operations. The pro forma information includes the historical results of operations of Scripps, Cordillera and Nexstar-Tribune, as well as adjustments for additional depreciation and amortization of the assets acquired, additional interest expense related to the financing of the transaction and other transactional adjustments. The pro forma results exclude the $19.9 million of transaction related costs that were expensed in conjunction with the acquisitions and do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have occurred had the acquisitions been completed at the beginning of the period.
|  | For the years ended December 31,
(in thousands, except per share data) (unaudited) |  | 2019
Operating revenues |  | $ | 1,572,493 |
Income (loss) from continuing operations attributable to the shareholders of The E.W. Scripps Company |  | (18,657) |
Income (loss) per share from continuing operations attributable to the shareholders of The E.W. Scripps Company |  |
Basic |  | $ | (0.23) |
Diluted |  | (0.23) |
Pending acquisition On January 7, 2021, we completed the acquisition of national broadcast network ION Media Networks, Inc. ("ION") for $2.65 billion. ION is a national network of broadcast stations and is the largest holder of U.S. broadcast television spectrum. The business distributes its programming through Federal Communications Commission-licensed television stations it owns as well as affiliated TV stations, reaching more than 100 million U.S. homes through its over-the-air broadcast and pay TV platforms. With the acquisition of ION, we will create a full-scale national television networks business by combining the ION network with the five Katz networks and national news network, Newsy. The transaction was financed with a combination of cash, debt financing and preferred equity financing, including Berkshire Hathaway's $600 million preferred equity investment in Scripps. Berkshire Hathaway also received a warrant to purchase up to 23.1 million Class A shares, at an exercise price of $13 per share. To comply with ownership rules of the Federal Communications Commission, we simultaneously divested 23 of ION's television stations for a total consideration of $30 million, which were purchased by INYO Broadcast Holdings, LLC upon completion of the acquisition. These divested stations became independent affiliates of ION pursuant to long-term affiliation agreements. Due to the limited time since the closing date of the acquisition, we have not yet completed the initial acquisition accounting for the transaction, including the determination of the fair values of the assets acquired and the liabilities assumed. We will complete the preliminary purchase price allocation in the first quarter of 2021. The results of operations of the acquired business will be included in our results from the January 7, 2021 closing date of the acquisition.

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