The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price 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 as incurred for book purposes and amortized for tax purposes.

On April 20, 2021, the Company completed a transaction with Urban One, Inc. ("Urban One") under which the Company exchanged its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company and Urban One began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina (the "divested stations") and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania (the "acquired stations").

Upon completion of the Urban One Exchange, the Company: (i) removed from its condensed consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Based upon the timing of the Urban One Exchange, the Company's condensed consolidated financial statements for the nine and three months ended September 30, 2021: (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect and after the completion of the Urban One Exchange; and (b) do not reflect the results of the divested stations. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020: (x) do not reflect the results of the acquired stations; and (y) reflect the results of the divested stations.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches.


			Useful Lives in Years
	Preliminary Value		From	To
	(amounts in thousands)
Assets
Net property and equipment	$	2,254	0	40
Total tangible property	2,254
Radio broadcasting licenses	23,233		non-amortizing
Total intangible assets	$	23,233
Total assets	$	25,487

On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's condensed consolidated financial statements for the nine months ended September 30, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020 do not reflect the results of Podcorn.

The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted

future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, fluctuation in the market-based inputs used to develop the discount rate resulted in a reduction in the discount rate. As a result, the fair value of the contingent consideration at September 30, 2021 increased to $8.4 million. Changes in the fair value of the contingent considerations are recorded to the Station Operating Expenses line item on the Statement of Operations.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets.

The allocations presented in the table below are based upon management's estimate 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 the Company obtains 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.



	Preliminary Value		Measurement Period Adjustment		As Adjusted
	(amounts in thousands)
Assets
Cash	$	702	$	—	$	702
Prepaid expenses, deposits and other	18		—		18
Other assets, net of accumulated amortization	2,545		—		2,545
Goodwill	19,579		32		19,611
Deferred tax asset	72		—		72


Net working capital	95		(32)		63
Preliminary fair value of net assets acquired	$	23,011	$	—	$	23,011

The aggregate fair value purchase price allocation for the assets acquired in the Podcorn Acquisition as previously reported was revised during the nine months ended September 30, 2021 due to a change to the net working capital amounts associated with the acquired company which resulted in an increase to acquired goodwill.

On November 9, 2020, the Company completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition"). The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2021, reflect the results of QLGG. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020 do not reflect the results of QLGG.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, customer relationships, technical knowledge and trade secrets.



	Preliminary Value		Measurement Period Adjustment		As Adjusted
	(amounts in thousands)
Assets
Net property and equipment	$	8	$	—	$	8
Other assets, net of accumulated amortization	14,608		—		$	14,608
Goodwill	18,323		(196)		$	18,127
Total intangible and other assets	32,931		(196)		$	32,735
Deferred tax liabilities	(1,348)		$	196	$	(1,152)
Net working capital	12		$	—	$	12
Preliminary fair value of net assets acquired	$	31,603	$	—	$	31,603

The aggregate fair value purchase price allocation for the assets acquired in the QLGG Acquisition as previously reported was revised during the nine months ended September 30, 2021 due to a change to the deferred tax amounts resulting from the acquisition which resulted in an decrease to acquired goodwill.

During the second quarter of 2020, the Company entered into an agreement with Truth Broadcasting Corporation ("Truth") to dispose of property and equipment and two broadcasting licenses in Greensboro, North Carolina. During the fourth quarter of 2020, the Company completed this sale for $0.4 million in cash. The Company reported a loss, net of expenses, of approximately $0.1 million.

The following unaudited pro forma information for the nine and three months ended September 30, 2021 and September 30, 2020 assumes that the acquisitions in 2021 had occurred as of January 1, 2020 and the acquisitions in 2020 had occurred as of January 1, 2019.

Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and filed with the SEC on March 1, 2021, for a description of the Company’s acquisition and disposition activities.

The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time.

This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. 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 September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(amounts in thousands except share and per share data)
	Pro Forma		Pro Forma		Pro Forma		Pro Forma
Net revenues	$	329,443	$	269,494	$	875,108	$	743,328



Net income (loss)	$	(4,888)	$	(19,221)	$	(25,502)	$	(85,210)


Net income (loss) per common share - basic	$	(0.04)	$	(0.14)	$	(0.19)	$	(0.63)


Net income (loss) per common share - diluted	$	(0.04)	$	(0.14)	$	(0.19)	$	(0.63)
Weighted shares outstanding basic	135,893,823		134,735,075		135,857,127		134,753,276
Weighted shares outstanding diluted	135,893,823		134,735,075		135,857,127		134,753,276