Recent Transactions (Tables)
|
9 Months Ended |
Sep. 30, 2019 |
|---|
| Schedule of Debt Instruments Senior Secured Note |
Based on the then existing market conditions, we completed repurchases of our 6.75% Senior Secured Notes at amounts less than face value as follows:
|
Date
|
|
Principal
Repurchased
|
|
|
Cash
Paid
|
|
|
% of Face
Value
|
|
|
Bond Issue
Costs
|
|
|
Net
Gain
|
|
|
|
|
(Dollars in thousands)
|
|
|
March 28, 2019
|
|
$
|
2,000
|
|
|
$
|
1,830
|
|
|
|
91.50
|
%
|
|
$
|
37
|
|
|
$
|
134
|
|
|
March 28, 2019
|
|
|
2,300
|
|
|
|
2,125
|
|
|
|
92.38
|
%
|
|
|
42
|
|
|
|
133
|
|
|
February 20, 2019
|
|
|
125
|
|
|
|
114
|
|
|
|
91.25
|
%
|
|
|
2
|
|
|
|
9
|
|
|
February 19, 2019
|
|
|
350
|
|
|
|
319
|
|
|
|
91.25
|
%
|
|
|
7
|
|
|
|
24
|
|
|
February 12, 2019
|
|
|
1,325
|
|
|
|
1,209
|
|
|
|
91.25
|
%
|
|
|
25
|
|
|
|
91
|
|
|
January 10, 2019
|
|
|
570
|
|
|
|
526
|
|
|
|
92.25
|
%
|
|
|
9
|
|
|
|
35
|
|
|
December 21, 2018
|
|
|
2,000
|
|
|
|
1,835
|
|
|
|
91.75
|
%
|
|
|
38
|
|
|
|
127
|
|
|
December 21, 2018
|
|
|
1,850
|
|
|
|
1,702
|
|
|
|
92.00
|
%
|
|
|
35
|
|
|
|
113
|
|
|
December 21, 2018
|
|
|
1,080
|
|
|
|
999
|
|
|
|
92.50
|
%
|
|
|
21
|
|
|
|
60
|
|
|
November 17, 2018
|
|
|
1,500
|
|
|
|
1,357
|
|
|
|
90.50
|
%
|
|
|
29
|
|
|
|
114
|
|
|
May 4, 2018
|
|
|
4,000
|
|
|
|
3,770
|
|
|
|
94.25
|
%
|
|
|
86
|
|
|
|
144
|
|
|
April 10, 2018
|
|
|
4,000
|
|
|
|
3,850
|
|
|
|
96.25
|
%
|
|
|
87
|
|
|
|
63
|
|
|
April 9, 2018
|
|
|
2,000
|
|
|
|
1,930
|
|
|
|
96.50
|
%
|
|
|
43
|
|
|
|
27
|
|
|
|
|
$
|
23,100
|
|
|
$
|
21,566
|
|
|
|
|
|
|
$
|
461
|
|
|
$
|
1,074
|
|
|
| Schedule of Cash Distributions Declared and Paid |
The following table shows distributions that have been declared and paid since January 1, 2018:
|
Announcement Date
|
|
Payment Date
|
|
Amount Per Share
|
|
|
Cash Distributed
(in thousands)
|
|
|
September 11, 2019
|
|
September 30, 2019
|
|
$
|
0.0650
|
|
|
$
|
1,730
|
|
|
May 14, 2019
|
|
June 28, 2019
|
|
$
|
0.0650
|
|
|
|
1,728
|
|
|
March 7, 2019
|
|
March 29, 2019
|
|
$
|
0.0650
|
|
|
|
1,702
|
|
|
November 26, 2018
|
|
December 21, 2018
|
|
$
|
0.0650
|
|
|
|
1,702
|
|
|
September 5, 2018
|
|
September 28, 2018
|
|
$
|
0.0650
|
|
|
|
1,702
|
|
|
May 31, 2018
|
|
June 29, 2018
|
|
$
|
0.0650
|
|
|
|
1,701
|
|
|
February 28, 2018
|
|
March 28, 2018
|
|
$
|
0.0650
|
|
|
|
1,701
|
|
|
| Schedule of Business Acquisitions |
A summary of our business acquisitions and asset purchases during the nine months ended September 30, 2019, none of which were individually or in the aggregate material to our condensed consolidated financial position as of the respective date of acquisition, is as follows:
|
Acquisition Date
|
|
Description
|
|
Total Consideration
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
September 27, 2019
|
|
KPAM-AM, Portland, Oregon (asset acquisition)
|
|
$
|
965
|
|
|
September 9, 2019
|
|
FM Translator construction permit, Louisville, Kentucky (asset acquisition)
|
|
|
35
|
|
|
July 25, 2019
|
|
Journeyboxmedia.com (business acquisition)
|
|
|
500
|
|
|
July 10, 2019
|
|
Steelehouse Productions, Inc. (business acquisition)
|
|
|
100
|
|
|
June 6, 2019
|
|
InvestmentHouse.com (business acquisition)
|
|
|
553
|
|
|
March 18, 2019
|
|
pjmedia.com (asset acquisition)
|
|
|
100
|
|
|
|
|
|
|
$
|
2,253
|
|
|
| Summary of Total Acquisition Consideration |
The following table summarizes the total acquisition consideration for the nine month period ended September 30, 2019:
|
Description
|
|
Total Consideration
|
|
|
|
|
(Dollars in thousands)
|
|
|
Cash payments made upon closing
|
|
$
|
1,285
|
|
|
Non-cash consideration (asset exchange)
|
|
|
965
|
|
|
Present value of estimated fair value of contingent earn-out consideration
|
|
|
3
|
|
|
Total purchase price consideration
|
|
$
|
2,253
|
|
|
| Total Acquisition Consideration Allocated |
The fair value of the net assets acquired was allocated as follows:
|
|
|
|
|
Net Digital Media
|
|
|
Net Broadcast
|
|
|
Total
|
|
|
|
|
|
|
Assets Acquired
|
|
|
Assets Acquired
|
|
|
Net Assets
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
$
|
373
|
|
|
$
|
348
|
|
|
$
|
721
|
|
|
|
|
Broadcast licenses
|
|
|
-
|
|
|
|
652
|
|
|
|
652
|
|
|
|
|
Goodwill
|
|
|
6
|
|
|
|
-
|
|
|
|
6
|
|
|
|
|
Customer lists and contracts
|
|
|
322
|
|
|
|
-
|
|
|
|
322
|
|
|
|
|
Domain and brand names
|
|
|
99
|
|
|
|
-
|
|
|
|
99
|
|
|
|
|
Subscriber base and lists
|
|
|
471
|
|
|
|
-
|
|
|
|
471
|
|
|
|
|
Non-compete agreements
|
|
|
10
|
|
|
|
-
|
|
|
|
10
|
|
|
|
|
|
|
$
|
1,281
|
|
|
$
|
1,000
|
|
|
$
|
2,281
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract liabilities, short-term
|
|
|
(28
|
)
|
|
|
-
|
|
|
|
(28
|
)
|
|
|
|
|
|
$
|
1,253
|
|
|
$
|
1,000
|
|
|
$
|
2,253
|
|
|
| Dividend Paid [Member] |
|
| Schedule of Cash Distributions Declared and Paid |
Based upon their current assessment of our business, our Board of Directors’ declared equity distributions as follows:
|
Announcement Date
|
|
Record Date
|
|
Payment Date
|
|
Amount
Per Share
|
|
|
Cash Distributed
(in thousands)
|
|
|
September 11, 2019
|
|
September 23, 2019
|
|
September 30, 2019
|
|
$
|
0.0650
|
|
|
$
|
1,730
|
|
|
May 14, 2019
|
|
June 14, 2019
|
|
June 28, 2019
|
|
|
0.0650
|
|
|
|
1,728
|
|
|
March 7, 2019
|
|
March 19, 2019
|
|
March 29, 2019
|
|
|
0.0650
|
|
|
|
1,702
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,160
|
|
|
| Debt Transactions [Member] |
|
| Schedule of Debt Instruments Senior Secured Note |
Based on the then existing market conditions, we completed repurchases of the Notes at amounts less than face value as follows:
|
Date
|
|
Principal
Repurchased
|
|
|
Cash Paid
|
|
|
% of
Face Value
|
|
|
Bond Issue
Costs
|
|
|
Net Gain
|
|
|
|
|
(Dollars in thousands)
|
|
|
March 28, 2019
|
|
$
|
2,000
|
|
|
$
|
1,830
|
|
|
|
91.50
|
%
|
|
$
|
37
|
|
|
$
|
134
|
|
|
March 28, 2019
|
|
|
2,300
|
|
|
|
2,125
|
|
|
|
92.38
|
%
|
|
|
42
|
|
|
|
133
|
|
|
February 20, 2019
|
|
|
125
|
|
|
|
114
|
|
|
|
91.25
|
%
|
|
|
2
|
|
|
|
9
|
|
|
February 19, 2019
|
|
|
350
|
|
|
|
319
|
|
|
|
91.25
|
%
|
|
|
7
|
|
|
|
24
|
|
|
February 12, 2019
|
|
|
1,325
|
|
|
|
1,209
|
|
|
|
91.25
|
%
|
|
|
25
|
|
|
|
91
|
|
|
January 10, 2019
|
|
|
570
|
|
|
|
526
|
|
|
|
92.25
|
%
|
|
|
9
|
|
|
|
35
|
|
|
|
|
$
|
6,670
|
|
|
$
|
6,123
|
|
|
|
|
|
|
$
|
122
|
|
|
$
|
426
|
|
|