Annual report pursuant to Section 13 and 15(d)

ACQUISITIONS AND RECENT TRANSACTIONS

v3.8.0.1
ACQUISITIONS AND RECENT TRANSACTIONS
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
ACQUISITIONS AND RECENT TRANSACTIONS
NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS
 
During the year ended December 31, 2017, we completed or entered into the following transactions:
 
2017 Debt Transactions
 
On May 19, 2017, we closed on a private offering of $255.0 million aggregate principal amount of 6.75% senior secured notes due 2024 (the “Notes”) and concurrently entered into a five-year $30.0 million senior secured asset-based revolving credit facility, which includes a $5.0 million subfacility for standby letters of credit and a $7.5 million subfacility for swingline loans (“ABL Facility”) due May 19, 2022. The net proceeds from the offering of the Notes, together with borrowings under the ABL Facility, were used to repay outstanding borrowings, including accrued and unpaid interest, on our previously existing senior credit facilities consisting of a term loan (“Term Loan B”) and a revolving credit facility of $25.0 million (“Revolver”), and to pay fees and expenses incurred in connection with the Notes offering and the ABL Facility (collectively, the “Refinancing”).
 
In connection with the Refinancing, on May 19, 2017, we repaid $258.0 million in principal on the Term Loan B and paid interest due as of that date. We recorded a $0.6 million pre-tax loss on the early retirement of long-term debt related to the unamortized discount and a $1.5 million pre-tax loss on the early retirement of long-term debt related to unamortized debt issuance costs associated with the Term Loan B. We also terminated the Revolver as of May 19, 2017. We repaid $4.1 million in outstanding principal on the Revolver and paid interest due as of that date. We recorded a $56,000 pre-tax loss on the early retirement of long-term debt related to unamortized debt issuance costs associated with the Revolver.
 
On February 28, 2017, we repaid $3.0 million principal on the Term Loan B of $300.0 million, and paid interest due as of that date. We recorded a $6,200 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $18,000 in unamortized debt issuance costs associated with the principal repayment.
 
On January 30, 2017, we repaid $2.0 million in principal on the Term Loan B and paid interest due as of that date. We recorded a $4,500 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $12,000 in unamortized debt issuance costs associated with the principal repayment.
 
2017 Equity Transactions
 
On December 7, 2017, 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 December 29, 2017 to all Class A and Class B common stockholders of record as of December 18, 2017.
 
On September 12, 2017, 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 September 29, 2017 to all Class A and Class B common stockholders of record as of September 22, 2017.
 
On August 9, 2017, a restricted stock award of 33,066 shares was granted to an executive that vested immediately. The fair value of the restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. The restricted stock award contained transfer restrictions under which they could not be sold, pledged, transferred or assigned until 90 days from the vesting date. The recipient of this restricted stock award is entitled to all of the rights of absolute ownership of the restricted stock from the date of grant, including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The award was considered issued and outstanding from the vest date of grant.
 
On June 1, 2017, 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 30, 2017 to all Class A and Class B common stockholders of record as of June 16, 2017.
 
On March 9, 2017, 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 31, 2017 to all Class A and Class B common stockholders of record as of March 20, 2017.
 
On February 24, 2017, a restricted stock award of a total of 178,592  shares was granted to certain members of management that vested immediately. The fair value of each restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. These restricted stock awards contained transfer restrictions under which they could not be sold, pledged, transferred or assigned until three months from the vesting date. Recipients of these restricted stock awards were entitled to all the rights of absolute ownership of the restricted stock from the date of grant, including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the vest date of grant. 
 
2017 Acquisitions – Broadcast
 
On November 22, 2017, we closed on the acquisition of radio station WSPZ-AM (now WWRC-AM) in Bethesda, Maryland for $0.6 million in cash from a related party. We began programming the station under an LMA within our Washington DC broadcast market on September 15, 2017. The accompanying Consolidated Statement of Operations reflects the operating results of this station as of the LMA date within our broadcast segment.
 
On September 15, 2017, we closed on the acquisition of real property, including the land, tower and broadcasting facilities, of radio station WSPZ-AM (now WWRC-AM) in Bethesda, Maryland for $1.5 million in cash. We recognized goodwill of approximately $13,000 associated with the going concern value of the existing income generating leases acquired with the broadcast tower.
 
On July 24, 2017, we closed on the acquisition of the FM translator construction permit in Eaglemount, Washington, for $40,000 in cash. The FM translator will be relocated to the Portland, Oregon market for use by our KDZR-AM radio station.
 
On June 28, 2017, we closed on the acquisition of an FM translator construction permit in Festus, Missouri for $40,000 in cash. The FM translator will be relocated to the St. Louis, Missouri market for use by our KXFN-FM radio station.
 
On March 14, 2017, we closed on the acquisition of an FM translator construction permit in Quartz Site, Arizona for $20,000 in cash. The FM translator will be relocated to the San Diego, California market for use by our KPRZ-AM radio station.
 
On March 1, 2017, we closed on the acquisition of an FM translator construction permit in Roseburg, Oregon for $45,000 in cash. The FM translator will be relocated to the Portland, Oregon market for use by our KPDQ-AM radio station.
 
On January 16, 2017, we closed on the acquisition of an FM translator in Astoria, Oregon for $33,000 in cash. The FM translator will be relocated to the Seattle, Washington market for use by our KGNW-AM radio station.
 
On January 6, 2017, we closed on the acquisition of an FM translator construction permit in Mohave Valley, Arizona for $20,000 in cash. The FM translator will be relocated to the San Diego, California market for use by our KCBQ-AM radio.
 
2017 Acquisitions - Digital Media
 
On August 31, 2017, we acquired the TeacherTube.com website and related assets for $1.1 million in cash. TeacherTube.com is an online instructional video sharing community for teachers, students and parents.
 
On August 31, 2017, we acquired the Intelligence Report newsletter and related assets valued at $2.5 million and we assumed deferred subscription liabilities of $2.9 million. We paid no cash to the seller upon closing.
 
On July 6, 2017, we acquired the TradersCrux.com website and related assets for $0.3 million in cash. As part of the purchase agreement, we may pay up to an additional $0.1 million in contingent earn-out consideration within one year upon the achievement of income benchmarks.
 
On June 8, 2017, we acquired a Portuguese Bible mobile application and related assets for $65,000 in cash. As part of the purchase agreement, we may pay up to an additional $20,000 in contingent earn-out consideration over the next twelve months based on the achievement of certain revenue benchmarks.
 
On March 15, 2017, we acquired the website prayers-for-special-help.com and related assets for $0.2 million in cash.
 
A summary of our business acquisitions and asset purchases during the year ended December 31, 2017, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows:
 
Acquisition Date
 
Description
 
Total Cost
 
 
 
 
 
(Dollars in thousands)
 
November 22, 2017
 
WWRC-AM (formerly WSPZ-AM) in Bethesda, Maryland (business acquisition)
 
$
620
 
September 15, 2017
 
Real property of radio station WSPZ-AM in Bethesda, Maryland (business acquisition)
 
 
1,500
 
August 31, 2017
 
TeacherTube.com (business acquisition)
 
 
1,100
 
August 31, 2017
 
Intelligence Reporter newsletter (business acquisition)
 
 
—
 
July 24, 2017
 
FM Translator construction permit, Eaglemount, Washington (asset acquisition)
 
 
40
 
July 6, 2017
 
TradersCrux.com (business acquisition)
 
 
298
 
June 28, 2017
 
FM Translator construction permit, Festus, Missouri (asset acquisition)
 
 
40
 
June 8, 2017
 
Portuguese Bible Mobile Applications (business acquisition)
 
 
82
 
March 15, 2017
 
Prayers for Special Help (business acquisition)
 
 
245
 
March 14, 2017
 
FM Translator construction permit, Quartz Site, Arizona (asset purchase)
 
 
20
 
March 1, 2017
 
FM Translator construction permit, Roseburg, Oregon (asset purchase)
 
 
45
 
January 16, 2017
 
FM Translator, Astoria, Oregon (asset purchase)
 
 
33
 
January 1, 2017
 
FM Translator construction permit, Mohave Valley, Arizona (asset purchase)
 
 
20
 
 
 
 
 
$
4,043
 
 
The operating results of our business acquisitions and asset purchases are included in our consolidated results of operations from their respective closing date or the date that we began operating them under an LMA or TBA. Under the acquisition method of accounting as specified in FASB ASC Topic 805, Business Combinations, 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.
 
Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values.
 
We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. These initial valuations are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our acquisition consideration during or after the measurement period.
 
Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred. We recognized costs associated with acquisitions of $0.1 million during the year ended December 31, 2017 compared to $0.5 million during the prior year, which are included in unallocated corporate expenses in the accompanying Consolidated Statements of Operations.
 
The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 12 - Fair Value Measurements.
 
The following table summarizes the total acquisition consideration for the year ended December 31, 2017:
 
Description
 
Total Consideration
 
 
 
(Dollars in thousands)
 
Cash payments made upon closing
 
$
3,972
 
Escrow deposits paid in prior years
 
 
35
 
Present value of estimated fair value of contingent earn-out consideration
 
 
36
 
Total purchase price consideration
 
$
4,043
 
 
The fair value of the net assets acquired was allocated as follows:
 
 
 
Net Broadcast
 
Net Digital Media
 
Total Net
 
 
 
Assets Acquired
 
Assets Acquired
 
Assets Acquired
 
 
 
(Dollars in thousands)
 
Assets
 
 
 
 
 
 
 
 
 
 
Property and equipment
 
$
1,915
 
$
479
 
$
2,394
 
Broadcast licenses
 
 
389
 
 
—
 
 
389
 
Goodwill
 
 
14
 
 
810
 
 
824
 
Customer lists and contracts
 
 
—
 
 
314
 
 
314
 
Domain and brand names
 
 
—
 
 
647
 
 
647
 
Subscriber base and lists
 
 
—
 
 
2,316
 
 
2,316
 
Non-compete agreements
 
 
—
 
 
11
 
 
11
 
 
 
$
2,318
 
$
4,577
 
$
6,895
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Deferred revenue
 
$
—
 
 
(2,852)
 
 
(2,852)
 
 
 
$
2,318
 
$
1,725
 
$
4,043
 
 
2017 Divestitures
 
On December 28, 2017, we sold real property, including the land, tower and broadcasting facilities, of radio station WSPZ-AM (now WWRC-AM) in Bethesda, Maryland for $1.9 million in cash. We recorded a pre-tax gain on the sale of approximately $0.4 million.
 
On June 1, 2017, we received $0.6 million in cash for a former transmitter site in our Dallas, Texas market that we had leased to a third party.
 
Due to operating results that did not meet management’s expectations, we ceased publishing Preaching Magazine™, YouthWorker Journal™, FaithTalk Magazine™ and Homecoming™. The Magazine upon delivery of the May 2017 print publications. On May 30, 2017, we received $10,000 for Preaching Magazine™ and YouthWorker Journal™. The purchaser assumed all deferred subscription liabilities for these publications resulting in a pre-tax gain on the sale or disposal of assets of approximately $56,000.
 
On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) under a twenty-four month TBA. We received $0.5 million in cash associated with an option for Word Broadcasting Network to acquire the radio stations during the term.
 
Pending Transactions at December 31, 2017
 
On December 29, 2017, we entered into two Local Marketing Agreements (“LMA”) to program radio stations KPAM-AM and KKOV-AM in Portland, Oregon. We began operating the radio stations on January 2, 2018. The LMA’s have a 12-month term.
 
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 agreement as of the same date. The sale is expected to close during the first quarter of 2018. We recorded an estimated loss of $4.7 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.
 
In August 2017, we received an escrow deposit under an agreement to sell land in Covina, California for $1.0 million dollars. The land is recorded in long-term assets held for sale and has not been used in operations. The sale is subject to the buyer’s ability to complete due diligence on their expected use of the land and is currently expected to close in the latter half of 2020.
 
We are programming radio station KHTE-FM, Little Rock, Arkansas, under a 36 month TBA that began on April 1, 2015. The TBA is extendable for up to 48 months. We have the option to acquire the station for $1.2 million in cash during the TBA period. We are required to pay the licensee a $0.1 million fee if we do not exercise our option right to purchase the station.
 
During the year ended December 31, 2016, we completed or entered into the following transactions:
 
2016 Debt Transactions
 
On December 30, 2016, we paid $5.0 million in principal on our Term Loan B, and paid interest due as of that date. We recorded a $12,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $33,000 in bank loan fees associated with this principal prepayment.
 
On November 30, 2016, we paid $1.0 million in principal on our Term Loan B, and paid interest due as of that date. We recorded a $2,500 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $6,900 in bank loan fees associated with this principal prepayment.
 
On September 30, 2016, we paid $2.3 million in principal on our Term Loan B, of which $1.5 million was an early prepayment of principal, and paid interest due as of that date. We recorded a $3,900 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $14,000 in bank loan fees associated with this principal prepayment.
 
On June 30, 2016, we paid $1.2 million in principal on our Term Loan B, of which $0.4 million was an early prepayment of principal, and paid interest due as of that date. We recorded a $1,300 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $3,400 in bank loan fees associated with this principal prepayment.
 
On March 31, 2016, we paid the quarterly installment due of $0.8 million in principal on our Term Loan B and paid interest due as of that date.
 
On March 17, 2016, we paid $0.8 million in principal on our Term Loan B and paid interest due as of that date. We recorded a $2,500 pre-tax loss on the early retirement of long-term debt related to the unamortized discount and $6,700 in bank loan fees associated with this principal repayment.
 
2016 Equity Transactions
 
On December 7, 2016, 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 December 31, 2016 to all Class A and Class B common stockholders of record as of December 19, 2016.
 
On September 9, 2016, 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 September 30, 2016 to all Class A and Class B common stockholders of record as of September 19, 2016.
 
On June 2, 2016, 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 $1.6 million was paid on June 30, 2016 to all Class A and Class B common stockholders of record as of June 16, 2016.
 
On March 10, 2016, 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 April 5, 2016 to all Class A and Class B common stockholders of record as of March 22, 2016.
 
2016 Acquisitions - Broadcast
 
We acquired or entered agreements to acquire several FM Translators or FM Translator construction permits during the year. The FCC permits AM and FM radio stations to operate FM Translators. The FCC began an AM Revitalization program, or “AMR,” that included several initiatives intended to benefit AM broadcasters. One of these benefits, intended to promote the use of FM Translators by AM broadcasters, allows an AM station to relocate one FM translator up to 250 miles from its authorized site and operate the translator on any non-reserved band FM channel in the AM station’s market, subject to coverage and interference rules (“250 Mile Window”). On February 23, 2017, the FCC amended its rules to allow an AM station using a rebroadcasting FM translator to locate the FM translator anywhere within the AM station’s daytime service contour or anywhere within a 25-mile radius of the transmitter, even if the contour extends farther than 25 miles from the transmitter. This rule change, when it becomes effective, will be particularly useful for finding a location for these translators.
 
On January 29, 2016, the FCC opened a one-time only 250 Mile Window during which only Class C and Class D AM broadcast stations could participate. This window closed on July 28, 2016. A second window opened on July 29, 2016, allowing Class A and Class B AM broadcast stations to participate in addition to any Class C and Class D AM broadcast station that did not participate in the first 250 Mile Window. The second 250 Mile Window closed on October 31, 2016. During these filing windows, qualifying AM stations were able to apply for one new FM translator station, in the non-reserved FM band to be used solely to re-broadcast the AM station’s AM signal to provide fill-in and/or nighttime service. The FM translator must rebroadcast the related AM station for at least four years, not counting any periods of silence.
 
In 2017 and 2018, the FCC opened application filing windows wherein AM stations that did not participate in the 250 Mile Windows described above could file an application for a new fill-in FM translator to be used permanently with that AM station. We filed applications in each of the application filing windows. 
 
Construction permits provide authority to construct new FM Translators or make changes in existing facilities. We believe that securing these FM Translators allows us to increase our listening audience by providing enhanced coverage and reach of our existing AM broadcasts that can be heard on FM or expand the listenership of FM HD channels with the potential to create new stations using the HD-2, HD-3 and HD-4 channel capacity.
 
Our 2016 broadcast acquisitions include the following:
 
On December 31, 2016, we closed on the acquisition of an FM translator in Aurora, Florida for $50,000 in cash. The FM translator is used by our WHIM-AM radio station in Miami, Florida.
 
On December 31, 2016, we closed on the acquisition of an FM translator in Port St. Lucie, Florida for $50,000 in cash. The FM translator is used by our WLCC-AM radio station in Tampa, Florida.
 
On December 14, 2016, we closed on the acquisition of an FM translator in Rhinelander, Wisconsin for $50,000 in cash. The FM translator is used by our WWTC-AM radio station in Minneapolis, Minnesota.
 
On December 8, 2016, we closed on the acquisition of an FM translator in Little Fish Lake Valley, California for $44,000 in cash. The FM translator is used by our KFIA-AM radio station in Sacramento, California.
 
On December 1, 2016, we closed on the acquisition of an FM translator in Lake Placid, Florida for $35,000 in cash. The FM translator is used by our WTLN-AM radio station in Orlando, Florida.
 
On November 22, 2016, we closed on the acquisition of two FM translator construction permits in Lahaina, Hawaii and Kihei, Hawaii for $110,000 in cash. The FM translators is used by our KHNR-AM and KGU-AM radio stations in Honolulu, Hawaii.
 
On November 22, 2016, we closed on the acquisition of an FM translator in Crested Butte, Colorado for $38,500 in cash. The FM translator is used by our KZNT-AM radio station in Colorado Springs, Colorado.
 
On November 21, 2016, we closed on the acquisition of an FM translator in Dansville, New York for $75,000 in cash. The FM translator is used by our WMCA-AM radio station in New York, New York.
 
On November 21, 2016, we closed on the acquisition of an FM translator in Carbondale, Pennsylvania for $75,000 in cash. The FM translator is used by our WPGP-AM radio station in Pittsburgh, Pennsylvania.
 
On November 11, 2016, we closed on the acquisition of an FM translator construction permit in Kingsville, Texas for $50,000 in cash. The FM translator is used by our KNTH-AM radio station in Houston, Texas.
 
On November 7, 2016, we closed on the acquisition of an FM translator in Sebring, Florida for $77,000 in cash. The FM translator was used by our WQVN-AM (formerly WKAT-AM) radio station in Miami, Florida.
 
On October 20, 2016, we closed on the acquisition of radio station KXFN-AM in St. Louis, Missouri for $190,000 in cash. The station was dark upon closing and launched on December 29, 2016. The accompanying consolidated statements of operations included in this annual report on Form 10-K reflect the operating results of this entity as of the closing date and launch date, respectively.
 
On October 20, 2016, we closed on the acquisition of three FM translator construction permits for $155,000 in cash. The FM translator construction permits were based in Angola, Indiana, Cofax, Indiana and Battle Creek, Michigan and will be used by WHK-AM and WHKW-AM, our radio stations in Cleveland, Ohio and WSDZ-AM our radio station in St. Louis, Missouri.
 
On October 19, 2016, we closed on the acquisition of an FM translator construction permit in Palm Coast, Florida for $65,000 in cash from a related party. The FM translator will be used by our WTWD-AM radio station in Tampa, Florida.
 
On October 12, 2016, we closed on the acquisition of an FM translator in Lake City, Florida for $65,000 in cash from a related party. The FM translator will be used by our WBZW-AM radio station in Orlando, Florida.
 
On June 24, 2016, we entered into an LMA to operate radio station KTRB-AM in San Francisco, California beginning on July 1, 2016. The accompanying consolidated statements of operations included in this annual report on Form 10-K reflect the operating results of this entity as of the LMA date. On December 15, 2016, we entered into a new LMA to operate this station with East Bay Broadcasting, LLC, a related party.
 
On June 20, 2016, we closed on the acquisition of an FM translator in the Columbus, Ohio market for $0.3 million in cash. The FM translator is used in our Columbus, Ohio market.
 
On June 10, 2016, we closed on the acquisition of an FM translator in Amherst, New York for $60,000 in cash. The FM translator is used in our Pittsburgh, Pennsylvania market.
 
On June 8, 2016, we closed on the acquisition of a construction permit for an FM translator construction permit in Charlotte, Michigan for $50,000 in cash. The FM translator is used in our Detroit, Michigan market.
 
On June 3, 2016, we closed on the acquisition of a construction permit for an FM translator in Atwood, Kentucky for $88,000 in cash. The FM translator is used in our Columbus, Ohio market.
 
On May 13, 2016, we closed on the acquisition of a construction permit for an FM translator in Kerrville, Texas for $50,000 in cash. The FM translator is used in our Houston, Texas market.
 
On May 2, 2016, we closed on the acquisition of an FM translator in Lincoln, Maine for $100,000 in cash. The FM translator is used in our Boston, Massachusetts market.
 
On April 29, 2016, we closed on the acquisition of a construction permit for an FM translator in Emporia, Kansas for $25,000 in cash. The FM translator was relocated to Omaha, Nebraska, for use by our KCRO-AM radio station.
 
2016 Acquisitions - Digital Media
 
On December 1, 2016, we acquired ChristianConcertAlerts.com for $0.2 million, of which $0.1 million was paid in cash upon close and the remaining $0.1 million was paid in two $50,000 installments during the year ended December 31, 2017. ChristianConcertAlerts.com provides Christian artists’ tour dates and events across the United States. The website features a location-based calendar that includes over 300 artists and 4,000 venues created by editors and user submissions, as well as artist reviews and album news.
 
On October 17, 2016, we purchased Historyonthenet.com and Authentichistory.com for $0.1 million. These websites and related social media accounts are operated within our Salem Web Network platform.
 
On September 13, 2016, we acquired Mike Turner’s line of investment products, including TurnerTrends.com, other domain names and related assets for $0.4 million in cash and the assumption of $0.1 million in deferred subscription liabilities. As part of the purchase agreement, we may pay up to an additional $0.1 million in contingent earn-out consideration over the next twelve months based on the achievement of certain revenue benchmarks. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of Turner’s investment products to achieve the revenue targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $66,000, which approximated the discounted present value due to the earn-out of less than one year as discussed in more detail in Note 5 – Contingent Earn-Out Consideration. Turner’s investment products offer stock trading advisory newsletters to individual subscribers. We recorded goodwill of approximately $7,200 associated with the expected synergies to be realized upon combining the operations of Turner’s line of investment products into our digital media platform with Eagle Financial Publications and from brand loyalty from its existing subscriber base that is not a separately identifiable intangible asset.
 
On April 1, 2016, we acquired the Retirement Watch newsletter and websites for $0.1 million in cash and the assumption of $0.6 million in deferred subscription liabilities. Retirement Watch offers non-individualized research and strategies associated with retirement planning. We recorded goodwill of approximately $8,600 associated with the expected synergies to be realized upon combining the operations of Retirement Watch into our digital media platform and brand loyalty from its existing subscriber base that is not a separately identifiable intangible asset.
 
On March 8, 2016, we acquired King James Bible mobile applications for $4.0 million, of which $2.7 million was paid in cash upon close and $1.3 million is due in deferred installments within one year from the closing date. The deferred installments were amended on May 17, 2016 to include the $0.3 million that was due upon finalization of banking arrangements with the deferred installments. The amended deferred payments of $1.3 million now consist of $0.6 million due within 90 days, $0.3 million due within 180 days and two deferred payments of $0.2 million each due 270 and 360 days from the closing date, respectively. We paid $1.1 million during the year ended December 31, 2016 and $0.2 million during the year ended December 31, 2017. We recorded goodwill of $0.2 million associated with the expected synergies to be realized from combining the operations of these applications into our existing digital media platform. The accompanying consolidated statement of operations reflects the operating results of King James Bible mobile applications as of the closing date within our digital media operating segment.
 
Throughout the year ended December 31, 2016, we acquired other domain names and assets associated within our digital media operating segment for approximately $3,000 in cash.
 
2016 Acquisitions - Publishing
 
On August 1, 2016, we acquired the assets of Hillcrest Media Group, Inc., including Mill City Press and Bookprinting.com, for $3.5 million and the assumption of $1.0 million in deferred revenue liabilities. We paid $3.3 million in cash upon close with the remaining $0.2 million due within 90 days upon the finalization of deferred revenue obligations. Mill City Press and Bookprinting.com provide self-publishing services for general market authors and will be operated within our existing Xulon Press business. We recorded goodwill of approximately $0.8 million associated with the expected synergies to be realized upon combining the operations of Mill City Press and Bookprinting.com into our existing publishing platform and brand loyalty from its existing subscriber base that is not a separately identifiable intangible asset.
 
Throughout the year ended December 31, 2016, we acquired other domain names and assets associated within our publishing operating segment for approximately $3,000 in cash.
 
A summary of our business acquisitions and asset purchases during the year ended December 31, 2016, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows:
 
Acquisition Date
 
Description
 
Total Consideration
 
 
 
 
 
(Dollars in thousands)
 
December 31, 2016
 
FM translator, Aurora, Florida (asset purchase)
 
$
50
 
December 31, 2016
 
FM translator, Port St. Lucie, Florida (asset purchase)
 
 
50
 
December 14, 2016
 
FM translator, Rhinelander, Wisconsin (asset purchase)
 
 
50
 
December 8, 2016
 
FM translator, Little Fish Lake Valley, California (asset purchase)
 
 
44
 
December 1, 2016
 
FM translator, Lake Placid, Florida (asset purchase)
 
 
35
 
December 1, 2016
 
Christian Concerts Alerts, LLC (asset purchase)
 
 
150
 
November 22, 2016
 
FM translator construction permit, Kihei, Hawaii (asset purchase)
 
 
55
 
November 22, 2016
 
FM translator construction permit, Lahaina, Hawaii (asset purchase)
 
 
55
 
November 22, 2016
 
FM translator, Crested Butte, Colorado (asset purchase)
 
 
39
 
November 21, 2016
 
FM translator, Dansville, New York (asset purchase)
 
 
75
 
November 21, 2016
 
FM translator, Carbondale, Pennsylvania (asset purchase)
 
 
75
 
November 11, 2016
 
FM translator construction permit, Kingsville, Texas (asset purchase)
 
 
50
 
November 7, 2016
 
FM translator, Sebring, Florida (asset purchase)
 
 
77
 
October 20, 2016
 
KXFN-AM, St. Louis, Missouri (business acquisition)
 
 
190
 
October 20, 2016
 
FM translator construction permit, Angola, Indiana (asset purchase)
 
 
50
 
October 20, 2016
 
FM translator construction permit, Cofax, Indiana (asset purchase)
 
 
55
 
October 20, 2016
 
FM translator construction permit, Battle Creek, Michigan (asset purchase)
 
 
50
 
October 19, 2016
 
FM translator construction permit Palm Coast, Florida purchased from a related party (asset purchase)
 
 
65
 
October 17, 2016
 
Historyonthenet.com and Authentichistory.com (asset purchase)
 
 
85
 
October 12, 2016
 
FM translator Lake City, Florida purchased from a related party (asset purchase)
 
 
65
 
September 13, 2016
 
Mike Turner’s investment products and domain names (business acquisition)
 
 
416
 
August 1, 2016
 
Mill City Press and Bookprinting.com (business acquisition)
 
 
3,515
 
June 20, 2016
 
FM translator, Columbus, Ohio (asset purchase)
 
 
345
 
June 10, 2016
 
FM translator, Amherst, New York (asset purchase)
 
 
60
 
June 8, 2016
 
FM translator construction permit, Charlotte, Michigan (asset purchase)
 
 
50
 
June 3, 2016
 
FM translator construction permit, Atwood, Kentucky (asset purchase)
 
 
88
 
May 13, 2016
 
FM translator construction permit, Kerrville, Texas (asset purchase)
 
 
50
 
May 2, 2016
 
FM translator, Lincoln, Maine (asset purchase)
 
 
100
 
April 29, 2016
 
FM translator construction permit, Emporia, Kansas (asset purchase)
 
 
25
 
April 1, 2016
 
Retirement Watch (business acquisition)
 
 
100
 
March 8, 2016
 
King James Bible mobile applications (business acquisition)
 
 
4,000
 
Various
 
Purchase of other domain names and assets (asset purchases)
 
 
6
 
 
 
 
 
$
10,120
 
 
The following table summarizes the total acquisition consideration for the year ended December 31, 2016:
 
Description
 
Total Consideration
 
 
 
(Dollars in thousands)
 
Cash payments made upon closing
 
$
8,414
 
Deferred payments
 
 
1,640
 
Present value of estimated fair value of contingent earn-out consideration
 
 
66
 
Total acquisition consideration
 
$
10,120
 
Gain on bargain purchase
 
 
95
 
Fair value of net assets acquired
 
$
10,215
 
 
The fair value of the net assets acquired was allocated as follows:
 
 
 
Net Broadcast
 
Net Digital Media
 
Net Publishing
 
Net Total
 
 
 
Assets Acquired
 
Assets Acquired
 
Assets Acquired
 
Assets Acquired
 
 
 
(Dollars in thousands)
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade accounts receivable, net of allowances of $42
$
—
 
$
—
 
$
166
 
 
$166
 
 
Property and equipment
 
224
 
 
405
 
 
271
 
 
900
 
 
Broadcast licenses
 
1,719
 
 
—
 
 
—
 
 
1,719
 
 
Goodwill
 
—
 
 
237
 
 
845
 
 
1,082
 
 
Domain and brand names
 
—
 
 
1,129
 
 
2,121
 
 
3,250
 
 
Customer lists and contracts
 
—
 
 
2,576
 
 
—
 
 
2,576
 
 
Subscriber base and lists
 
—
 
 
675
 
 
—
 
 
675
 
 
Author relationships
 
—
 
 
—
 
 
526
 
 
526
 
 
Non-compete agreements
 
—
 
 
289
 
 
716
 
 
1,005
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred revenue
 
—
 
 
(642)
 
 
(1,042)
 
 
(1,684)
 
 
 
$
1,943
 
$
4,669
 
$
3,603
 
 
$10,215
 
 
2016 Divestitures
 
On September 1, 2016, we received $0.7 million in cash associated with a land easement granted in our South Carolina market.
 
On June 10, 2016, we received $2.5 million in cash from the National Park Service in exchange for its claim under eminent domain for our tower site in Miami, Florida. We recognized a pre-tax gain of $1.9 million from this claim that is reported in (gain) loss on the sale or disposal of assets and we entered a limited terms of use agreement with the National Park Service to broadcast from the tower site for the next twenty years for a nominal fee.