Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS AND RECENT TRANSACTIONS

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ACQUISITIONS AND RECENT TRANSACTIONS
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
ACQUISITIONS AND RECENT TRANSACTIONS
NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS
 
During the six month period ended June 30, 2018, we completed or entered into the following transactions:
 
Debt
 
On May 4, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.8 million, or at a price equal to 94.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $0.1 million after bond issue costs associated with the Notes were adjusted for the repurchase.
 
On April 10, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.9 million, or at a price equal to 96.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $63,000 after bond issue costs associated with the Notes were adjusted for the repurchase.
 
On April 9, 2018, we repurchased $2.0 million of the 6.75% Senior Secured Notes for $1.9 million, or at a price equal to 96.5% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $27,000 after bond issue costs associated with the Notes were adjusted for the repurchase.
 
Equity
 
On May 31, 2018, we announced a quarterly equity distribution in the amount of $0.0650 per share on Class A and Class B common stock. The equity distribution of $1.7 million was paid on June 29, 2018 to all Class A and Class B common stockholders of record as of June 15, 2018.
 
On February 28, 2018, we announced a quarterly equity distribution in the amount of $0.0650 per share on Class A and Class B common stock. The equity distribution of $1.7 million was paid on March 28, 2018 to all Class A and Class B common stockholders of record as of March 14, 2018.
 
Acquisitions
 
On June 25, 2018, we closed on the acquisition of radio station KDXE-FM (formerly KZTS-FM) in Little Rock, Arkansas for $1.1 million in cash. We began programming the station under an LMA that began on April 1, 2018. We recorded goodwill of approximately $7,400 attributable to the additional audience reach obtained and the expected synergies to be realized when combining the operations of this station into our existing cluster in this market. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this station as of the LMA date within the broadcast operating segment.
 
On April 19, 2018, we acquired the HearItFirst.com domain name and related social media assets for $70,000 in cash.
 
A summary of our business acquisitions and asset purchases during the six month period ended June 30, 2018, 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 Cost
 
 
 
 
 
(Dollars in thousands)
 
June 25, 2018
 
KDXE-FM (formerly KZTS-FM), Little Rock, Arkansas (business acquisition)
 
$
1,100
 
April 19, 2018
 
HearItFirst.com (asset purchase)
 
 
70
 
 
 
 
 
$
1,170
 
 
The fair value of the net assets acquired was allocated as follows:
 
 
 
Net Broadcast
 
 
Net Digital Media
 
 
Net Total
 
 
 
Assets Acquired
 
 
Assets Acquired
 
 
Assets Acquired
 
 
 
(Dollars in thousands)
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment
 
$
32
 
 
$
30
 
 
$
62
 
Broadcast licenses
 
 
1,061
 
 
 
 
 
 
1,061
 
Goodwill
 
 
7
 
 
 
 
 
 
7
 
Customer lists and contracts
 
 
 
 
 
40
 
 
 
40
 
 
 
$
1,100
 
 
$
70
 
 
$
1,170
 
 
Divestitures
 
On June 20, 2018, we closed on the sale of radio station WBIX-AM in Boston, Massachusetts for $0.7 million in cash. The buyer had been operating the station under an LMA as of January 8, 2018. We recorded a pre-tax gain on the sale of $0.2 million.
 
On May 24, 2018, we closed on the sale of land in Covina, California for $0.8 million dollars. The original APA was for $1.0 million and was to close in the latter half of 2020. We accepted the revised purchase price of $0.8 million and recorded a $0.2 million pre-tax loss based on the earlier closing date. The land, which was not used in operations, was recorded in long-term land held for sale based on the original APA term.
 
We programmed radio station KHTE-FM, in Little Rock, Arkansas, under a TBA that began on April 1, 2015. We had the option to acquire the station for $1.2 million in cash during the TBA period. We ceased operating the station on April 30, 2018 and did not exercise our purchase option. We paid the licensee a $0.1 million fee for not exercising our option to purchase the station.
 
On December 29, 2017, we entered into two LMAs to program radio stations KPAM-AM and KKOV-AM in Portland, Oregon. We began operating the radio stations on January 2, 2018. The LMAs had an original term of up to 12-months. The LMAs terminated on March 30, 2018 when the radio stations were sold to another party. The accompanying Condensed Consolidated Statements of Operations reflects the operating results of these entities during the LMA term.
 
Pending Transactions
 
On June 19, 2018, we entered into an APA to acquire the Childrens-Minsitry-Deals.com website for $3.7 million in cash. We will pay $3.5 million in cash upon closing and $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. Childrens-Minsitry-Deals.com offers biblically based curriculums for children ages 3 through age 18. The sale closed on July 24, 2018.
 
On April 26, 2018, we entered an agreement to exchange radio station KKOL-AM, in Seattle, Washington for KPAM-AM in Portland, Oregon. We are currently operating radio station KPAM-AM under an LMA that was entered with the exchange agreement. We previously operated KPAM-AM under a separate LMA that began on January 2, 2018. The accompanying Condensed Consolidated Statements of Operations reflects the operating results of this station as of January 2, 2018. The exchange transaction is expected to
close in the fourth quarter of
2018
.
 
On May 18, 2018, we entered into an agreement to sell radio station KGBI-FM in Omaha, Nebraska for $3.2 million. We recorded an estimated loss on the sale of $3.2 million as of June 30, 2018, which reflects the sales price as compared to the carrying value of the assets and the estimated cost to sell. The assets of radio station KGBI-FM are reflected in Assets Held for Sale as of June 30, 2018
. The sale closed on August 6,
2018.
 
On March 23, 2018, we entered into an APA to acquire radio station KZTS-AM (formerly KDXE-AM) and an FM Translator in Little Rock, Arkansas for $0.2 million in cash. We have the rights to program the station under a TBA effective as of April 1, 2018. We entered an LMA with another party under which they will program the station.
The sale closed on 
July 25, 2018
.
 
On December 1, 2017, we entered into an agreement to sell radio station WQVN-AM (formerly WKAT-AM) in Miami, Florida for $3.5 million in cash. The buyer began operating the radio station under an LMA as of the same date. The sale is expected to
close in the third quarter of
2018
. We recorded an estimated loss on the sale of assets of $4.8 million as of December 31, 2017, based on the probability of the sale, which reflected the sales price as compared to the carrying value of the assets and the estimated costs of the sale.
 
Assets Held for Sale
 
We record assets as held for sale in the period in which all of the following criteria are met:
 
 
Management, having the authority to approve the action, commits to a plan to sell the asset or entity;
 
the asset or entity is available for immediate sale in its present condition;
 
an active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
 
the sale is probable and transfer is expected to be completed within one year or as subject to approval of the FCC;
 
the asset or entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
 
actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
 
When the held for sale criteria is met, but the disposal does not meet the criteria to be treated as discontinued operations, the assets or disposal group are reclassified from the corresponding balance sheet line items to Assets held for sale. Assets held for sale are carried at the lower of the carrying amount or fair value less cost to sell. We determined the fair value of these assets utilizing offers from third parties, which is a Level 3 measurement as discussed in Note 16.
 
During the second quarter of 2018, we committed to a plan to sell the radio stations in our Omaha market and it was likely at that time that the sale would proceed. Based on the ongoing negotiations, we recorded an estimated loss of $1.6 million based on the combined sale price of these stations. We signed the APA on July 23, 2018. At June 30, 2018, Assets Held for Sale consist of radio station WQVN-AM (formerly WKAT-AM) in Miami, Florida and radio stations in the Omaha, Nebraska market.