Quarterly report pursuant to Section 13 or 15(d)

Significant Transactions

v2.4.0.6
Significant Transactions
9 Months Ended
Sep. 30, 2012
Significant Transactions

NOTE 5. SIGNIFICANT TRANSACTIONS

On August 31, 2012, we completed the acquisition of radio station WLCC-AM, Tampa, Florida, for $1.2 million. We began operating the station as of the closing date.

On August 30, 2012, we acquired SermonSpice.com for $3.0 million. SermonSpice.com is an online provider of church media for local churches and ministries. The acquisition resulted in goodwill of $1.2 million representing the excess value of the business as a result of the organizational systems and procedures already in place to ensure the effective operation of the business.

On June 1, 2012, we redeemed $17.5 million of our 95/8% senior secured second lien notes (“95/8% Notes”) for $18.0 million, or at a price equal to 103% of the face value. This transaction resulted in a $0.9 million pre-tax loss on the early retirement of debt, including approximately $80,000 of unamortized discount and $0.3 million of bond issues costs associated with the 95/8% Notes.

On May 29, 2012, we acquired an FM translator and related construction permits for $0.3 million that will be used in our Detroit broadcast market.

On May 15, 2012, we purchased Churchangel.com and rchurch.com for $0.2 million. These Internet sites are operated under SWN to enhance and build our relationships with local churches and pastors.

On April 10, 2012, we completed the acquisition of radio station WKDL-AM in Warrenton, Virginia for $30,000. We began operating the station as of the closing date.

On March 16, 2012, we completed the sale of radio station WBZS-AM in Pawtucket, Rhode Island for $0.8 million in cash. The sale resulted in a pre-tax gain of $0.2 million. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity through the date of the sale.

On March 7, 2012, our Board of Directors authorized and declared a quarterly dividend in the amount of $0.035 per share on Class A and Class B common stock. Quarterly common stock dividends of $0.9 million, or $0.035 per share, were paid on March 31, 2012, June 29, 2012 and September 28, 2012, respectively, to all common stockholders of record. We anticipate paying quarterly common stock dividends in March, June, September and December of each year. Based on the number of shares currently outstanding, we expect to pay total annual common stock dividends of approximately $3.4 million.

On January 13, 2012, we completed the acquisition of radio station KTNO-AM, Dallas, Texas for $2.2 million. We began programming the station pursuant to a TBA with the current owner on November 1, 2011. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity as of the TBA date. The accompanying Condensed Consolidated Balance Sheets reflect the net assets of this entity as of the closing date.

A summary of our business acquisitions and asset purchases for the nine months ended September 30, 2012, none of which were 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)  
August 31, 2012    WLCC-AM, Tampa, Florida    $ 1,150   
August 30, 2012    Sermonspice.com      3,000   
May 15, 2012    Churchangel.com and rchurch.com      165   
April 10, 2012    WKDL-AM, Warrenton, Virginia      30   
January 13, 2012    KTNO-AM, Dallas, Texas      2,150   
     

 

 

 
      $ 6,495   
     

 

 

 

Under the acquisition method of accounting as specified in FASB ASC Topic 805, the total acquisition consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the transaction. We obtained an independent third-party appraisal from Bond & Pecaro to estimate the fair value of the acquired net assets as of the acquisition date for the significant transactions noted. Property, plant and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Intangible assets are also recorded at their estimated fair value and amortized using the straight-line method over their estimated useful lives. The total acquisition consideration was allocated to the net assets acquired as follows:

 

     Broadcast
Assets
Acquired
     Internet
Assets
Acquired
    Net Assets
Acquired
 
     (Dollars in thousands)  

Asset

       

Property and equipment

   $ 2,235       $ 89      $ 2,324   

Broadcast licenses

     1,086         —          1,086   

Goodwill

     9         1,231        1,240   

Customer lists and contracts

     —           157        157   

Software

     —           309        309   

Customer relationships

     —           927        927   

Domain and brand names

     —           479        479   

Liabilities

       

Subscriber liabilities assumed

     —           (27     (27
  

 

 

    

 

 

   

 

 

 
   $ 3,330       $ 3,165      $ 6,495   
  

 

 

    

 

 

   

 

 

 

Discontinued Operations:

Based on operating results that did not meet our expectations, we ceased operating Samaritan Fundraising in December 2011. As of December 31, 2011, all employees of this entity were terminated. As a result of our decision to close operations, there will be no material cash flows associated with this entity and we have no ongoing or further involvement in the operations of this entity. The Condensed Consolidated Balance Sheets and Statements of Operations for all prior periods presented were reclassified to reflect the operating results and net assets of this entity as a discontinued operation. As of September 30, 2012, assets of discontinued operations consist of net receivables due to us from sales occurring prior to ceasing operations. The following table sets forth the components of income (loss) from discontinued operations:

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2011     2012     2011     2012  
     (Dollars in thousands)  

Net revenues

   $ 393      $ 11      $ 1,705      $ 22   

Operating expenses

     (694     (76     (1,938     (178
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

   $ (301   $ (65   $ (233   $ (156

Provision for (benefit from) income taxes

     (97     (26     (72     (62
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from discontinued operations, net of tax

   $ (204   $ (39   $ (161   $ (94
  

 

 

   

 

 

   

 

 

   

 

 

 

Pending Transactions:

On August 30, 2012, we entered into an agreement to acquire radio station WMUU-FM, Greenville, South Carolina for $6.0 million. The $6.0 million purchase price will consist of $1.0 million due upon close of the transaction, $2.0 million payable in April 2014, and $3.0 million payable in advertising credits to Bob Jones University, a related party of the station owner. The purchase is subject to the approval by the FCC and is expected to close in the first quarter of 2013.