Acquistions and Recent Transactions (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
|---|
| 2018 Acquisitions Digital Media [Member] |
|
| Summary of Business Acquisitions and Asset Purchased |
A summary of our business acquisitions and asset purchases during
the year ended December 31, 2018, none of which were
individually or in the aggregate material to our consolidated
financial position as of the respective date of acquisition, is as
follows:
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Description
|
|
Total
Consideration |
|
| |
|
|
|
(Dollars
in thousands)
|
|
|
September 11, 2018
|
|
KTRB-AM, San Francisco, California (asset purchase) |
|
$ |
5,349 |
|
|
August 9, 2018
|
|
Hilary Kramer Financial Newsletter (business acquisition)
|
|
|
439 |
|
|
August 7, 2018
|
|
Just1Word (business acquisition)
|
|
|
312 |
|
|
July 25, 2018
|
|
KZTS-AM (formerly
KDXE-AM), Little Rock,
Arkansas (asset purchase)
|
|
|
210 |
|
|
July 24, 2018
|
|
Childrens-Ministry-Deals.com (business acquisition)
|
|
|
3,700 |
|
|
June 25, 2018
|
|
KDXE-FM (formerly
KZTS-FM), Little Rock,
Arkansas (business acquisition)
|
|
|
1,100 |
|
|
April 19, 2018
|
|
HearItFirst.com (asset purchase)
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,180 |
|
|
|
|
|
|
|
|
|
| Summary of Total Acquisition Consideration |
The following table summarizes the total acquisition consideration
for the year ended December 31, 2018:
|
|
|
|
|
|
Description
|
|
Total Consideration |
|
| |
|
(Dollars in thousands)
|
|
|
Cash payments made upon closing
|
|
$ |
10,854 |
|
|
Deferred payments
|
|
|
150 |
|
|
Present value of estimated fair value of contingent earn-out consideration
|
|
|
51 |
|
|
Closing costs accrued for asset acquisitions
|
|
|
125 |
|
|
|
|
|
|
|
Total purchase price consideration
|
|
$ |
11,180 |
|
|
|
|
|
|
|
| Total Acquisition Consideration Allocated |
The fair value of the net assets acquired was allocated as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net Broadcast
Assets |
|
|
Net Digital
Assets |
|
|
Net Total
Assets |
|
| |
|
(Dollars in
thousands) |
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
$ |
371 |
|
|
$ |
715 |
|
|
$ |
1,086 |
|
|
Broadcast licenses
|
|
|
6,281 |
|
|
|
— |
|
|
|
6,281 |
|
|
Goodwill
|
|
|
7 |
|
|
|
986 |
|
|
|
993 |
|
|
Customer lists and contracts
|
|
|
— |
|
|
|
1,882 |
|
|
|
1,882 |
|
|
Domain and brand names
|
|
|
— |
|
|
|
1,252 |
|
|
|
1,252 |
|
|
Subscriber base and lists
|
|
|
— |
|
|
|
875 |
|
|
|
875 |
|
|
Non-compete agreements
|
|
|
— |
|
|
|
19 |
|
|
|
19 |
|
|
Other amortizable intangible assets
|
|
|
— |
|
|
|
334 |
|
|
|
334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,659 |
|
|
$ |
6,063 |
|
|
$ |
12,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract liabilities, long-term
|
|
$ |
— |
|
|
$ |
(1,542 |
) |
|
$ |
(1,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,659 |
|
|
|
4,521 |
|
|
|
11,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2017 Acquisitions Digital Media [Member] |
|
| Summary of Business Acquisitions and Asset Purchased |
A summary of our business acquisitions and asset purchases during
the year ended December 31, 2017, none of which were
individually or in the aggregate material to our consolidated
financial position as of the respective date of acquisition, is as
follows:
|
|
|
|
|
|
|
|
Acquisition Date
|
|
Description
|
|
Total Cost |
|
| |
|
|
|
(Dollars
in thousands)
|
|
|
November 22, 2017
|
|
WWRC-AM (formerly
WSPZ-AM) in Bethesda,
Maryland (business acquisition)
|
|
$ |
620 |
|
|
September 15, 2017
|
|
Real property of radio station WSPZ-AM in Bethesda, Maryland
(business acquisition)
|
|
|
1,500 |
|
|
August 31, 2017
|
|
TeacherTube.com (business acquisition)
|
|
|
1,100 |
|
|
August 31, 2017
|
|
Intelligence Reporter newsletter (business acquisition)
|
|
|
—
|
|
|
July 24, 2017
|
|
FM Translator construction permit, Eaglemount, Washington (asset
acquisition)
|
|
|
40 |
|
|
July 6, 2017
|
|
TradersCrux.com (business acquisition)
|
|
|
298 |
|
|
June 28, 2017
|
|
FM Translator construction permit, Festus, Missouri (asset
acquisition)
|
|
|
40 |
|
|
June 8, 2017
|
|
Portuguese Bible Mobile Applications (business acquisition)
|
|
|
82 |
|
|
March 15, 2017
|
|
Prayers for Special Help (business acquisition)
|
|
|
245 |
|
|
March 14, 2017
|
|
FM Translator construction permit, Quartz Site, Arizona (asset
purchase)
|
|
|
20 |
|
|
March 1, 2017
|
|
FM Translator construction permit, Roseburg, Oregon (asset
purchase)
|
|
|
45 |
|
|
January 16, 2017
|
|
FM Translator, Astoria, Oregon (asset purchase)
|
|
|
33 |
|
|
January 1, 2017
|
|
FM Translator construction permit, Mohave Valley, Arizona (asset
purchase)
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,043 |
|
|
|
|
|
|
|
|
|
| Summary of Total Acquisition Consideration |
The following table summarizes the total acquisition consideration
for the year ended December 31, 2017:
|
|
|
|
|
|
Description
|
|
Total Consideration |
|
| |
|
(Dollars in thousands)
|
|
|
Cash payments made upon closing
|
|
$ |
3,972 |
|
|
Escrow deposits paid in prior years
|
|
|
35 |
|
|
Present value of estimated fair value of contingent earn-out consideration
|
|
|
36 |
|
|
|
|
|
|
|
Total purchase price consideration
|
|
$ |
4,043 |
|
|
|
|
|
|
|
| Total Acquisition Consideration Allocated |
The fair value of the net assets acquired was allocated as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net Broadcast
Assets Acquired |
|
|
Net Digital Media
Assets Acquired |
|
|
Total Net
Assets |
|
| |
|
(Dollars in
thousands) |
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
$ |
1,915 |
|
|
$ |
479 |
|
|
$ |
2,394 |
|
|
Broadcast licenses
|
|
|
389 |
|
|
|
— |
|
|
|
389 |
|
|
Goodwill
|
|
|
14 |
|
|
|
810 |
|
|
|
824 |
|
|
Customer lists and contracts
|
|
|
— |
|
|
|
314 |
|
|
|
314 |
|
|
Domain and brand names
|
|
|
— |
|
|
|
647 |
|
|
|
647 |
|
|
Subscriber base and lists
|
|
|
— |
|
|
|
2,316 |
|
|
|
2,316 |
|
|
Non-compete agreements
|
|
|
— |
|
|
|
11 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,318 |
|
|
$ |
4,577 |
|
|
$ |
6,895 |
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
$ |
— |
|
|
|
(2,852 |
) |
|
|
(2,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,318 |
|
|
$ |
1,725 |
|
|
$ |
4,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|