|12 Months Ended|
Dec. 31, 2022
|Text Block [Abstract]|
NOTE 3. RECENT TRANSACTIONS
During the year ended December 31, 2022, we completed or entered into the following transactions:
In September 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 $0.5 million, and that amount was accrued at December 31, 2020. During mediation held in September 2022, the parties reached a settlement whereby we agreed to $5.3 million in exchange for a release by the
plaintiff of all claims. The settlement
amountwas paid in December 2022.
We invested in OPA, an entity formed for the purpose of developing, producing, and distributing a documentary motion picture. The documentary motion picture,
, was released in May 2022. We recorded $4.1 million of earnings from our equity investment in OPA during the year ended December 31, 2022. At December 31, 2022, $0.1 million is included in other receivables in our Consolidated Balance sheet representing our share of profit from the documentary motion picture due from OPA.
We completed repurchases of our 2024 Notes as follows:
On December 30, 2022, we acquired the book inventory and publishing rights of ISI Publishing for $0.4 million of cash.
On December 2, 2022, we acquired radio station
KKOL-AMin Seattle, Washington for $0.5 million in cash. We paid $0.4 million of cash at closing and $0.1 million paid from an escrow account. We have been operating the station under a Local Marketing Agreement (“LMA”) since June 7, 2021.
On October 1, 2022, we acquired websites and the related assets of DayTradeSPY, a financial publication, for
million in cash. As part of the purchase agreement, we may pay up to an additional $1.0
million of cash in contingent
consideration withinone year
of the closing date based on the achievement of certain revenue benchmarks.
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 Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment.
On May 1, 2022, we began operating radio station
WYDB-FMin Dayton, Ohio under a TBA.
On February 15, 2022, we acquired 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
A summary of our business acquisitions and asset purchased during the year ended December 31, 2022, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition is as
The total purchase price consideration for our business acquisitions and asset purchases during the year ending December 31, 2022, is as
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
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
KBJD-AMfrom this 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 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
90days to relocate our transmitter equipment for
KXXT-AM.We continue to operate radio station
KXXT-AMwith a similar broadcast signal.
On December 20, 2022, we entered an Asset Purchase Agreement (“APA”) to acquire the George Gilder Report and other digital newsletters and related website assets. We assumed the deferred subscription liabilities paying no cash at the time of closing on February 1, 2023. The purchase price is 25% of net revenue generated from sales of most Eagle Financial products during the next year to people who are on George Gilder subscriber lists that are not already on Eagle Financial lists.
On September 29, 2022, we entered into an 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 began operating the radio station under a TBA beginning on November 16, 2022. The APA was amended for Salem to acquire only the radio station and translator for $
million, a related party to acquire the land directly from the seller for $1.8 million, and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. The acquisition closed on January 6, 2023. Salem’s executive officers, who have
no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s Audit Committee on March 1, 2023.
On September 22, 2022, we entered into an APA to acquire radio stations5.0
WRHC-AMand two FM translators in Miami, Florida for $
million. The APA was amended for Salem to acquire only the radio stations and translators for $3.0
million, a related party to acquire the land directly from the seller for $2.0
million, and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. The acquisition closed on January 10, 2023. Salem’s executive officers, who have no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s Audit Committee on March 1, 2023.
In June 2022 we entered into agreements to sell radio stations
KNTS-AMin Seattle, Washington for
million subject to approval of the Federal Communications Commission (“FCC.”) Radio station
is being programmed under aTBA as of August