|3 Months Ended|
Mar. 31, 2023
|Text Block [Abstract]|
NOTE 3. RECENT TRANSACTIONS
During the three-month period ended March 31, 2023, we completed or entered into the following transactions:
On March 20, 2023, we issued $44.7 million in new 7.125% Senior Secured Notes due 2028 (“2028 Notes”) at a discount of $41.9 million resulting in an effective yield of 8.625%. We used a portion of the proceeds of this borrowing to redeem the remaining $36.5 million of 6.75% Senior Secured Notes due 2024 (“2024 Notes”). The redemption of the 2024 Notes closed on March 27, 2023.
On January 19, 2023, we repurchased $2.5 million of the 2024 Notes at 97.25% of face value recognizing a gain of $39,000 after adjusting for debt issue costs.
We invested in a limited liability company that will own, distribute, and market a motion picture. Theinvestment of $1.5 million at March 31, 2023 is reflected at cost in other assets.
On March 24, 2023, we closed on the acquisition of Digital Felt Productions and the digital content library through its www.digitalfelt.com domain and website for $25,000
On February 1, 2023, we closed the acquisition of 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. We will pay the seller 25% of net revenue generated from sales of most Eagle Financial products during the next year to subscribers who are on George Gilder subscriber lists that are not already on Eagle Financial lists. We recorded goodwill of approximately $1.2 million 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 January 10, 2023, we closed the acquisition of radio stations
WRHC-AM,two FM translators and six office condominiums in Miami, Florida for $3.0 million
On January 6, 2023, we closed on the acquisition of radio station
WMYM-AMand an FM translator in Miami, Florida for $3.2 million
The total purchase price consideration for our business acquisitions and asset purchases during the three-month period ending March 31, 2023, 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.
In June 2022 we entered into agreements to sell radio stations
KNTS-AMin Seattle, Washington for $0.7 million subject to approval of the Federal Communications Commission (“FCC.”) Radio station
KLFE-AMis being programmed under a Time Brokerage Agreement (“TBA”) as of August 1, 2022.