ACQUISITIONS AND OTHER (Block)

9 Months Ended

Sep. 30, 2016

Mergers Acquisitions And Dispositions Disclosures Text Block

9. BUSINESS COMBINATIONS

The Company consummated acquisitions under the purchase method of accounting, and the purchase price was allocated to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes.

There were no acquisitions during the nine months ended September 30, 2016.

2015 Acquisition

Acquisition Of Lincoln Financial Media Company

On July 16, 2015, the Company acquired under a Stock Purchase Agreement (“SPA”) with The Lincoln National Life Insurance Company the stock of one of its subsidiaries, Lincoln Financial Media Company (“Lincoln”), which held through subsidiaries the assets and liabilities of radio stations serving the Atlanta, Denver, Miami and San Diego markets. The purchase price was $105.0 million of which: (1) $77.5 million was paid in cash using $42.0 million in borrowing under the Company’s Revolver together with cash on hand; and (2) $27.5 million was paid with the Company’s issuance of perpetual cumulative convertible preferred stock (“Preferred”).

The aggregate fair value purchase price allocation of the assets and liabilities as reported on the Company’s Form 10-K filed with the SEC on February 26, 2016, were revised on July 1, 2016, to reflect a liability associated with an assumed lawsuit. The amount of the liability could not be estimated at the time of the acquisition. This revision resulted in an increase to goodwill of $0.1 million in one of the Lincoln markets.

Disposition

In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $3.8 million in cash. The Company believes that the sale of this station, with a marginal market share, will not alter the Company’s competitive position in the market. The Company reported a gain, net of expenses, of $0.3 million on the disposition of these assets.

Merger And Acquisition Costs And Restructuring Charges

Merger and acquisition costs and restructuring charges are expensed as a separate line item in the statement of operations. The Company records merger and acquisition costs whether or not an acquisition occurs.

In the third quarter of 2016, the Company recorded merger and acquisition costs of $0.7 million.

In 2015, the Company recorded merger and acquisition costs of $4.0 million (primarily legal, professional and advisory services) as well as restructuring costs of $1.7 million related to the Company’s integration of its acquisitions.

The restructuring plan included: (1) costs associated with exiting contractual vendor obligations as these obligations were duplicative; (2) a workforce reduction and realignment charges that included one-time termination benefits and related costs; and (3) lease abandonment costs. The lease abandonment costs are longer-term as the lease expires in June 2026. The estimated amount of unpaid restructuring charges as of September 30, 2016, after excluding the lease abandonment liability as of September 30, 2016, was included in accrued expenses as most expenses are expected to be paid within one year.

	Nine Months Ended
	September 30,
	2016		2015
	(amounts in thousands)

Restructuring charges
Costs to exit duplicative contracts	$	-	$	627
Workforce reduction		-		1,127
Total restructuring charges		-		1,754
Merger and acquisition costs		670		3,978
Total merger & acquisition costs and restructuring charges	$	670	$	5,732

	Nine Months		Year
	Ended		Ended
	September 30,		December 31,
	2016		2015
	(amounts in thousands)

Restructuring charges, beginning balance	$	1,686	$	-
Additions to reserves through accruals		-		2,858
Deductions from reserves through payments		(851)		(1,172)
Restructuring charges unpaid and outstanding		835		1,686
Less lease abandonment costs over a long-term period		(669)		(687)
Short-term restructuring charges unpaid and outstanding	$	166	$	999

Unaudited Pro Forma Summary Of Financial Information

The following pro forma information presents the consolidated results of operations as if the business combinations in 2015 had occurred as of January 1, 2014, after giving effect to certain adjustments, including: (1) depreciation and amortization of assets; (2) amortization of unfavorable contracts related to the fair value adjustments of the assets acquired; (3) change in the effective tax rate; (4) interest expense on any debt incurred; (5) merger and acquisition costs and restructuring charges; and (6) accrued dividends on perpetual cumulative convertible preferred stock. For purposes of this presentation, the pro forma data: (a) excludes certain radio stations that were acquired and immediately disposed of, as the Company never operated these stations and does not expect to operate these stations at a future time; and (b) excludes a radio station disposed of and previously owned and operated by the Company as these assets were a key component of the assets acquired. In addition, there was no adjustment to the pro forma information for the AM station in Denver, Colorado, that was disposed of in 2016. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
	(amounts in thousands except share and per share data)
	(amounts in thousands except share and per share data)
	Actual		Pro Forma		Actual		Pro Forma

Net revenues	$	120,457	$	117,102	$	337,038	$	322,083
Net income (loss) available to the Company	$	11,420	$	8,533	$	26,666	$	15,253
Net income (loss) available to common shareholders	$	10,894	$	7,983	$	25,315	$	13,603
Net income (loss) available to common shareholders
per common share - basic	$	0.28	$	0.21	$	0.66	$	0.36
Net income (loss) available to common shareholders
per common share - diluted	$	0.28	$	0.21	$	0.64	$	0.35

Weighted shares outstanding basic		38,484,578		38,075,922		38,457,061		38,073,525
Weighted shares outstanding diluted		41,433,200		38,912,829		39,373,988		39,006,981
Conversion of preferred stock for dilutive purposes
under the as if method	dilutive		anti-dilutive		anti-dilutive		anti-dilutive