|9 Months Ended|
Sep. 30, 2022
|Text Block [Abstract]|
NOTE 3. RECENT TRANSACTIONS
During the nine-month period ended September 30, 2022, we completed or entered into the following transactions:
On September 26, 2022, we entered into a settlement agreement in connection with a lawsuit. While we denied the allegations made in the lawsuit, we believed that settling the matter was preferable to protracted and costly litigation. We previously estimated that we would resolve the matter for $1.5 million, and that amount was accrued at June 30, 2022. During mediation held on September 26, 2022, the parties reached a settlement whereby we will pay $5.3 million in exchange for a release by the Plaintiff of all claims. The settlement is subject to court approval.
We completed repurchases of our 2024 Notes as follows:
On May 2, 2022, we acquired websites and the related assets of Retirement Media for $0.2 million in cash. We recorded goodwill of approximately $2,400 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 February 15, 2022, we closed on the acquisition of radio station
WLCC-AMand an FM translator in the Tampa, Florida market for $0.6 million of cash. The WLCC transmitter site will be used to diplex radio station
WTBN-AMdue to the sale of the
The total purchase price consideration for our business acquisitions and asset purchases during the nine-month period ending September 30, 2022, is as follows:
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.
On June 27, 2022, we sold 9.3 acres of land in the Denver area for $8.2 million in cash resulting in a
pre-taxgain of $6.5 million. The land was being used as the transmitter site for radio stations
KBJD-AMand was an integral part of our broadcast operations for these stations. We will continue broadcasting both
site via a perpetual agreement with the buyer.
On May 25, 2022, we sold radio stations
WGTK-AMin Louisville, Kentucky for $4.0 million with credits applied from amounts previously paid, including a portion of the monthly fees paid under a Time Brokerage Agreement (“TBA”). We recorded a
pre-taxgain of $0.5 million.
On January 10, 2022, we closed on the sale of 4.5 acres of land in Phoenix, Arizona for $2.0 million in cash. The land was being used as the transmitter site for radio station
KXXT-AMand was an integral part of our broadcast operations for that station. We recorded a
pre-taxgain of $1.8 million on the sale and had access to the land for
90-daysto relocate our transmitter equipment for
KXXT-AM.We continue to operate radio station
KXXT-AMwith a similar broadcast signal.
On September 29, 2022, we entered into an Asset Purchase Agreement (“APA”) to acquire radio station
WMYM-AMand an FM translator in Miami, Florida for $5.0 million. We paid $0.3 million of cash into an escrow account and plan to operate the radio stations under a TBA beginning on November 16, 2022. The transaction is subject to the approval of the FCC and is expected to close in the fourth quarter of 2022.
On September 22, 2022, we entered into an APA to acquire radio stations
WRHC-AMand two FM translators in Miami, Florida for $5.0 million. The transaction is subject to the approval of the FCC and is expected to close later in the fourth quarter of 2022.
On June 2, 2021, we entered into an APA to acquire radio station
KKOL-AMin Seattle, Washington for $0.5 million. We paid $0.1 million in cash into an escrow account, and we began operating the station under a Local Marketing Agreement (“LMA”) on June 7, 2021. The transaction is subject to the approval of the FCC and is expected to close in the fourth quarter of 2022.