Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2022

(2) Acquisitions and Dispositions

On September 29, 2022, the Company entered into an asset exchange agreement with Audacy Nevada, LLC (‘Audacy”), pursuant to which the Company agreed to exchange all of its assets used or useful in the operations of

KDWN-AM

in Las Vegas, NV for all of Audacy’s assets used or useful in the operations of

KXTE-FM

in Las Vegas, NV. On September 29, 2022, the Company also entered into a local marketing agreement (“LMA”) and is scheduled to begin operating

KXTE-FM

November 14, 2022. The LMA

will end on the closing date of the asset exchange. The asset exchange, which is expected to close in the fourth quarter of 2022, is subject to approval by the Federal Communications Commission (“FCC”) and other customary closing conditions. The Company expects to record a gain on exchange upon closing of the asset exchange.

On June 22, 2022, the Company completed the acquisition of Guarantee Digital, LLC (“Guarantee”), a digital marketing agency, for

2.0

million in cash.

The acquisition broadened the Company’s digital revenue base across the U.S. The acquisition was accounted for as a business combination.

The

inal purchase price allocation was completed during the third quarter of 2022 and changed from the preliminary purchase price allocation reported in the second quarter of 2022. The final purchase price allocation is summarized as follows:


Property and equipment	$	3,000
Goodwill		922,000
Other intangibles		1,075,000

	$	2,000,000

Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets and includes the value of the assembled workforce. The goodwill was allocated to the Digital segment.

The $

0.9

million

allocated to goodwill is deductible for tax purposes. Revenue and earnings for Guarantee are not material for all reporting periods presented in the accompanying financial statements.

On April 1, 2022, the Company completed the sale of substantially all of the assets used in the operations of

WWNN-AM

in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash. As a result of the sale, the Company recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.