6. ACQUISITIONS

KMCC-TV

On January 16, 2018, the Company completed the acquisition of television station KMCC-TV, which serves the Las Vegas, Nevada area, for an aggregate $3.6 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on the Company’s consolidated balance sheet.

SMADEX

On June 11, 2018, the Company completed the acquisition of 100% of the stock of Smadex, S.L. (“Smadex”), a leading mobile programmatic solutions provider and demand-side platform that delivers performance-based solutions and data insights for marketers. The Company acquired Smadex to gain unique technology expertise, broaden its digital solutions offering, enhance its execution of performance campaigns and drive incremental revenues. The transaction was funded from cash on hand for an aggregate cash consideration of $3.6 million, net of $1.2 million of cash acquired.

The following is a summary of the initial purchase price allocation for the Company’s acquisition of Smadex (unaudited; in millions):

Accounts receivable	$	1.0
Other current assets		0.2
Intangible assets subject to amortization		2.0
Goodwill		3.0
Current liabilities		(1.8	)
Long-term liabilities		(0.4	)
Deferred Tax		(0.4	)

The fair value of assets acquired includes trade receivables of $1.0 million. The gross amount due under contract is $1.0 million, all of which is expected to be collectible.

During the three- and six-month periods ended June 30, 2018, Smadex generated net revenue and expenses of $0.4 million, which are included in the consolidated statements of operations.

The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital segment and is attributable to Smadex workforce and expected synergies from combining their operations with those of the Company. The changes in the carrying amount of goodwill for each of the Company’s operating segments for the six-month period ended June 30, 2018 are as follows (in thousands):

		December 31,				June 30,
		2017		Acquisition		2018
Television	$	40,549	$	-	$	40,549
Digital		30,008		3,009		33,017
Consolidated	$	70,557	$	3,009	$	73,566

The fair value of the acquired intangible assets is provisional pending receipt of the final valuations for those assets.

The following unaudited pro forma information for the three- and six-month periods ended June 30, 2018 and 2017, has been prepared to give effect to the acquisition of Smadex as if the acquisition had occurred on January 1, 2017. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods.

	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2018		2017		2018		2017
Pro Forma:
Total revenue	$	76,213	$	71,787	$	145,085	$	130,314
Net income (loss)	$	5,234	$	3,538	$	3,320	$	6,112

Basic and diluted earnings per share:
Net income per share, basic and diluted	$	0.06	$	0.04	$	0.04	$	0.07

Weighted average common shares outstanding, basic		88,959,935		90,354,982		89,635,759		90,296,057
Weighted average common shares outstanding, diluted		90,021,949		92,033,111		90,805,086		91,897,150

The unaudited pro forma information for the six-month periods ended June 30, 2018 and 2017, was adjusted to exclude acquisition fees and costs of $0.4 million in 2018.