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Acquisitions
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions

4. Acquisitions

Six months ended June 30, 2019

During the six months ended June 30, 2019, the Company completed several acquisitions of outdoor advertising assets for a net purchase price of $78,141. This amount includes $79,451 of outdoor advertising assets purchased in 2019, offset by $1,310 in post-closing adjustments to acquired working capital related to the purchase of Fairway in 2018.

Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition.

The following is a summary of the allocation of the acquisition costs in the above transactions.

 

 

 

Total

 

Property, plant and equipment

 

$

16,094

 

Site locations

 

 

54,386

 

Non-competition agreements

 

 

150

 

Customer lists and contracts

 

 

9,166

 

Asset acquisition costs

 

 

583

 

Current assets

 

 

736

 

Current liabilities

 

 

(164

)

Other liabilities

 

 

(1,500

)

 

 

$

79,451

 

 

Total acquired intangible assets for the six months ended June 30, 2019 were $64,285, of which $0 was assigned to goodwill. The acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $9,166 (7 year weighted average useful life) and site locations of $54,386 (15 year weighted average useful life). The aggregate amortization expense related to the 2019 acquisitions for the six months ended June 30, 2019 was approximately $1,592.

Year Ended December 31, 2018

During the twelve months ended December 31, 2018, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $489,671, net of acquired cash of $8,554. The total purchase price consisted of the issuance of 163,137 shares of its Class A common stock for $12,282 and cash of $477,389. The purchases included the acquisition of assets in five U.S markets from Fairway Outdoor Advertising (“Fairway”) on December 21, 2018 for an aggregate purchase price of $418,500.

 

As of June 30, 2019, our fair value allocation of the assets acquired and liabilities assumed from Fairway is still considered preliminary and is subject to revision, which may result in adjustments to this allocation. We expect to finalize these amounts as soon as possible but not later than the end of 2019. In order to develop our updated preliminary fair values, the Company utilized a third party valuation firm to develop a fair value model which is currently under review by Management.  Our updated preliminary fair value allocation of Fairway as of June 30, 2019 includes property, plant and equipment, intangibles and goodwill of $99,386, $186,130 and $145,188, respectively. As of June 30, 2019, goodwill was adjusted $36,929 due to updates from the original preliminary allocation provided as of December 31, 2018. The updated preliminary allocation resulted in prior and current period changes to depreciation and amortization. These changes were considered immaterial and recorded during the six months ended June 30, 2019. As of June 30, 2019 assets purchased from Fairway which were initially placed into our taxable REIT subsidiary were transferred to our qualifying REIT subsidiary, as a result the Company wrote off $17,031 in deferred tax liabilities assumed from our purchase.

 

Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition.

The following is a summary of the allocation of the acquisition costs in the above transactions, excluding the preliminary allocation of Fairway.

 

 

 

Total

 

Property, plant and equipment

 

$

8,648

 

Site locations

 

 

57,105

 

Non-competition agreements

 

 

342

 

Customer lists and contracts

 

 

6,521

 

Asset acquisition costs

 

 

336

 

Current assets

 

 

1,041

 

Current liabilities

 

 

(355

)

 

 

$

73,638

 

 

Total acquired intangible assets for the year ended December 31, 2018 were $402,740, of which $182,117 was assigned to goodwill. Goodwill is not amortized for financial statement purposes, and no goodwill related to 2018 acquisitions is expected to be deductible for tax purposes. The remaining $220,623 of acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $33,310 (7 year weighted average useful life) and site locations of $186,635 (15 year weighted average useful life). The aggregate amortization expense related to the 2018 acquisitions for the year ended December 31, 2018 was approximately $2,681.