Quarterly report pursuant to Section 13 or 15(d)

Recent Transactions

v3.23.3
Recent Transactions
9 Months Ended
Sep. 30, 2023
Text Block [Abstract]  
Recent Transactions
NOTE 3. RECENT TRANSACTIONS
During the nine-month period ended September 30, 2023, we completed or entered into the following transactions:
Related Party Transaction
On May 25, 2023, we sold to a related party the economic interests in the leases at our Greenville, South Carolina radio transmitter site for $3.5 million resulting in a
pre-tax
gain of $3.3 million.
Debt Transactions
Because the availability of our ABL Facility was less than $4.5 million during the quarter, we were required to test against the fixed charge coverage ratio covenant. The fixed charge coverage ratio was below the required 1.0 to
1.0
level during the quarter and therefore, we were not in compliance with that covenant. During the quarter, we signed multiple monthly forbearance agreements for which the recent forbearance agreement was dated November 2, 2023, whereby the bank agreed not to exercise remedies on the default. Additionally, the notional amount of the revolver was reduced from $30.0 million to $25.0 million with a minimum availability of $1.0 million. Finally, the interest rate on the ABL Facility was increased to Secured Overnight Financing Rate (“SOFR”) plus 4% or base rate plus 3.0% effective July 1, 2023.
On March 20, 2023, we issued $44.7 million in new 7.125% Senior Secured Notes due 2028 (“2028 Notes”) at a discount of $41.9 million resulting in an effective yield of 8.625%. We used a portion of the proceeds of this borrowing to redeem the remaining $36.5 million of 6.75% Senior Secured Notes due 2024 (“2024 Notes”). The redemption of the 2024 Notes closed on March 27, 2023.
On January 19, 2023, we repurchased $2.5 million of the 2024 Notes at 97.25% of face value recognizing a gain of $39,000 after adjusting for debt issue costs.
Acquisitions
On March 24, 2023, we closed on the acquisition of Digital Felt Productions and the digital content library through its www.digitalfelt.com domain and website for $25,000 in cash.
On February 1, 2023, we closed on the acquisition of the George Gilder Report and other digital newsletters and related website assets. We assumed the deferred subscription liabilities paying no cash at the time of closing. We will pay the seller 25% of net revenue generated from sales of most Eagle Financial products during the next year to subscribers who are on George Gilder subscriber lists that are not already on Eagle Financial lists. We recorded goodwill of approximately $1.2 million associated with the expected synergies to be realized upon combining the operations into our digital media platform within Eagle Financial Publications. The accompanying Condensed Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment.
On January 10, 2023, we closed on the acquisition of radio stations
WWFE-AM,
WRHC-AM,
two FM translators and six office condominiums in Miami, Florida for $3.0 million in cash.
On January 6, 2023, we closed on the acquisition of radio station
WMYM-AM
and an FM translator in Miami, Florida for $3.2 million in cash.
The total purchase price consideration for our business acquisitions and asset purchases during the nine-month period ending September 30, 2023, is as follows:
 
Description
  
Total Consideration
 
 
  
(Dollars in thousands)
 
Cash payments made upon closing
  
$
5,568
 
Escrow deposits paid in prior years
  
 
750
 
Fair value of contingent
earn-out
consideration
  
 
263
 
    
 
 
 
Total purchase price consideration
  
$
6,581
 
    
 
 
 
The allocations presented in the table below are based upon estimates of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. Differences between the preliminary and final valuation could be substantially different from the initial estimate.
 
         
Net Broadcast
Assets Acquired
    
Net Digital Media
Assets Acquired
    
Total
Net Assets
 
Assets
           
 

Property and equipment


$
2,671
 

$
39
 

$
2,710
 
 

Broadcast licenses

 
3,542
 

 
— 
 

 
3,542
 
 

Goodwill

 
80
 

 
1,181
 

 
1,261
 
 

Domain and brand names

 
— 
 

 
718
 

 
718
 
 

Subscriber base and lists

 
— 
 

 
1,769
 

 
1,769
 
 

Non-Compete
agreement

 
— 
 

 
1,601
 

 
1,601
 
 

 
 
 
 
 
 
 
 
 
 
Liabilities




     
     
     
 

Contract liabilities

  —   
 
(5,020

 
(5,020
 

 
 
 
 
 
 
 
 
 
 
 

 
$
6,293
 

$
288
 

$
6,581
 
 

 
 
 
 
 
 
 
 
 
 
Divestitures
On July 21, 2023 we sold radio station
KNTS-AM
in Seattle, Washington for $0.2 million resulting in a
pre-tax
gain of $0.2 million.
On July 13, 2023 we sold radio station
KLFE-AM
in Seattle, Washington for $0.5 million resulting in a
pre-tax
gain of $0.2 million. Radio station
KLFE-AM
had been programmed under a TBA since August 1, 2022.
Pending Transactions
We invested in a limited liability company that will own, distribute, and market a motion picture. The investment of $1.5 million at September 30, 2023 is reflected at cost in other assets.
On October 17, 2023 we entered into an agreement to sell land in Sarasota, Florida for $9.5 million. The closing is conditional upon getting the property rezoned, and we expect to close the sale in late 2024.
On September 29, 2023 we entered into an agreement to sell Salem Church Products for $30.0 million. At closing we will receive $22.5 million in cash and a promissory note of $7.5 million. The principal shall be due and payable in three installments in the amount of $2.5 million starting the
one-year
anniversary of the closing date in 2024 through 2026. When the transaction closes, the parties will also enter into a $10.0 million multi-year agreement for us to advertise Gloo platform’s products and services across our radio and digital platform. The $2.1 
million carrying value of the assets were reclassed as held for sale as of September 30, 2023.    We expect to close the sale in the fourth quarter of this year.
On September 1, 2023 we entered into an agreement to sell radio station
WTWD-AM
and a translator in Tampa, Florida for $0.7 million subject to approval of the Federal Communications Commission (“FCC”). The $0.1 
million carrying value of the assets were reclassed as held for sale as of September 30, 2023.    We expect to close the sale in the fourth quarter of this year.
On August 17, 2023 we entered into an agreement to sell radio stations
WGTK-FM,
WRTH-FM
and
WLTE-FM
in Greenville, South Carolina for $6.8 million subject to approval of the FCC. The $5.1 
million carrying value of the assets were reclassed as held for sale as of September 30, 2023. The sale closed on November 6, 2023.
On June 29, 2023 we entered into an agreement to sell radio station
KSAC-FM
in Sacramento, California for $1.0 million subject to approval of the FCC. Radio station
KSAC-FM
started being programmed under a Time Brokerage Agreement (“TBA”) on August 1, 2023. Based on our plan to sell the station, we recorded an estimated
pre-tax
loss on the sale of assets of $3.3 million at June 30, 2023, reflecting the sales price as compared to the carrying value of the assets. The carrying value of the assets held for sale were $1.0 million as of September 30,
2023.    We expect to close the sale in the fourth quarter of this year.