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Acquisition
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisition

Note 11. Acquisition

On December 9, 2019, the Company’s Board approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC from Fairway Outdoor Advertising Group, LLC for a purchase price of $43.1 million, subject to customary working capital adjustments. Closing of the transaction occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia. The acquisition was funded through $23.4 million of additional borrowings under the Senior Credit Facility as described in Note 6, which were net of a debt discount of $0.8 million, resulting in $22.6 million of proceeds. The remainder was financed by SG Broadcasting through $22.0 million of newly-issued Series A Convertible Preferred Stock. The terms of the Series A convertible preferred stock are described in Note 13. The Company believes this is a highly-scalable business model with attractive operative leverage.

As of March 31 2020, our fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor is considered preliminary and is subject to revision, which may result in adjustments to this allocation. An adjustment was made in the three-month period ended March 31, 2020 which resulted in an increase to both goodwill and the asset retirement obligation of less than $0.1 million. We continue to analyze inputs to the valuation models for all long term assets, including intangibles, as well as estimated asset retirement obligations. We expect to finalize these amounts during 2020. The allocations presented in the table below are based upon management’s estimate of the fair value using valuation techniques including income, cost and market approaches. The most significant asset acquired, property, plant and equipment, was valued using the cost approach. The preliminary purchase price allocation was as follows:

 

Cash consideration

$

43,108

 

Due from Seller

 

(106

)

Total Consideration

$

43,002

 

 

 

 

 

Accounts receivable

$

1,676

 

Other current assets

 

105

 

Property, plant and equipment

 

29,971

 

Operating lease, right-of-use assets

 

15,267

 

Goodwill

 

11,468

 

Intangibles (Note 4)

 

3,760

 

Deferred tax asset

 

1,040

 

Other assets

 

16

 

Assets Acquired

$

63,303

 

Accounts payable

$

73

 

Accrued expenses and other current liabilities

 

539

 

Current portion of operating lease liabilities

 

822

 

Operating lease liabilities, less current portion

 

12,320

 

Asset retirement obligations (Note 10)

 

5,634

 

Deferred revenue

 

760

 

Other noncurrent liabilities

 

153

 

Liabilities Assumed

$

20,301

 

Net Assets Acquired

$

43,002

 

The Fairway Acquisition was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated and combined financial statements include the results of operations of each acquired entity from the date of acquisition.

The following unaudited pro forma financial information for the Company gives effect to the Fairway Acquisition as if it had occurred on January 1, 2019. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred on such date or to project the Company’s results of operations for any future period.

 

 

Three Months Ended March 31, 2019

 

Net revenues

 

$

11,470

 

Net loss attributable to common shareholders

 

 

40

 

Goodwill of $11.5 million was recognized as a result of the purchase which represented the excess of the purchase price over the identifiable acquired assets, $9.0 million of which is deductible for tax purposes. The goodwill acquired is assigned to the outdoor advertising segment.