Acquisitions and Dispositions | (3) Acquisitions and Dispositions Greater Media Merger On November 1, 2016, (the “Acquisition Date”), the Company completed the acquisition of Greater Media, Inc. (“Greater Media”), pursuant to that certain merger agreement, dated as of July 19, 2016 by and among the Company, Greater Media, Beasley Media Group 2, Inc., an indirect wholly-owned subsidiary of the Company (“Merger Sub”), and Peter A. Bordes, Jr., as the Stockholders’ Representative (the “Merger Agreement”). On the Acquisition Date, Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company added 21 radio stations in the Boston, MA, Detroit, MI, Charlotte, NC, Middlesex, NJ, Monmouth, NJ, Morristown, NJ and Philadelphia, PA markets. However, in order to comply with the FCC’s rules, the Charlotte radio stations, WBT-AM, WBT-FM, WLNK-FM Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company acquired all of the issued and outstanding common stock of Greater Media for an aggregate purchase price of $239,875,000, subject to a purchase price adjustment related to the sale of Greater Media’s tower assets and other customary post-closing purchase price adjustments and inclusive of the repayment of $82.2 million of Greater Media’s outstanding debt and the payment of certain transaction expenses. The proceeds paid to the stockholders of Greater Media consisted of (i) $94.4 million in cash and (ii) $25.0 million in shares of the Company’s Class A common stock, which equaled 5,422,993 shares at a fixed value of $4.61 per share (the “Merger Shares”). The 5,422,993 shares of Class A common stock were recorded at a fair value of $4.80 per share or $26.0 million on the Acquisition Date. The Merger consideration is subject to adjustment for changes in working capital of Greater Media, outstanding debt of Greater Media and its subsidiaries as of the date of the closing and certain other payments and expenses. Additional Merger Shares may be issued in connection with such adjustment. In addition, the stockholders of Greater Media will receive the net cash proceeds from the sale of Greater Media’s tower assets, originally estimated to be approximately $24.0 million. Merger expenses of $6.4 million are reported on a separate line in the consolidated statement of comprehensive income for the year ended December 31, 2016. The acquisition was accounted for as a business combination. The preliminary purchase price allocations are based on a preliminary valuation of assets and liabilities and the 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. The Company has engaged a third party to evaluate certain net operating loss carryforwards related to Greater Media, Inc. and several of its subsidiaries to determine the amount of net operating loss carryforwards that may be utilized by the Company in future tax returns. These evaluations have not been finalized therefore an estimate of $3.6 million for net operating loss carryforwards has been included in the preliminary purchase price. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. On the Acquisition Date, in accordance with the Merger Agreement, the Company placed 867,679 shares of Class A common stock with a fair value of $4.2 million in escrow. Some or all of these shares could be released to Greater Media based upon a working capital adjustment which may not be finalized until the second quarter of 2017. The Company’s estimate of the working capital adjustment as of the Acquisition Date, results in 189,915 shares of Class A common stock being released to Greater Media. The unreleased shares in escrow will be canceled by the Company. The forfeited shares are not indexed to the Company’s stock therefore are adjusted to fair value based on the Company’s closing stock price on each reporting date with changes in fair value recorded in earnings. The estimated number of shares to be released to Greater Media have a fair value of $0.9 million as of the Acquisition Date and have been included in the preliminary purchase price. The estimated number of shares to be forfeited have a fair value of $3.3 million as of the Acquisition Date and have been reported as a merger consideration receivable in the accompanying consolidated balance sheet. As of December 31, 2016, the Company reassessed the fair value of the estimated number of shares to be forfeited and recorded additional consideration of $0.9 million in the gain on merger. The final purchase price will include the fair value of the forfeited shares as of the settlement date of the working capital adjustment. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. In accordance with the Merger Agreement, the purchase price will be adjusted by certain proceeds from the sale of Greater Media’s towers assets. Based on the proceeds from the tower sale, the former stockholders of Greater Media will return a certain number of shares of Class A common stock that will be canceled by the Company. The Company has accounted for this arrangement as contingent consideration subject to the ultimate sale of the tower assets. As of the Acquisition Date, the Company estimated the sales price of the towers to be $28.0 million which resulted in the expected return of 650,759 shares. As of the Acquisition Date, the estimated number of shares to be returned had a fair value of $3.4 million based on a stock price of $5.16 and have been reported as a merger consideration receivable in the accompanying consolidated balance sheet. On February 27, 2017, the former stockholders of Greater Media entered into an asset purchase agreement to sell the towers for $28.0 million. As of December 31, 2016, the estimated number of shares to be returned had a fair value of $3.7 million based on a stock price of $5.70 and the Company recorded additional consideration of $0.4 million in the gain on merger for the change in fair value of the contingent consideration. The number of returned shares may be revised due to a change in the estimated net proceeds from the tower sale. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. The following table summarizes the preliminary purchase price allocation as of the Acquisition Date: Cash and cash equivalents $ 7,683,950 Accounts receivable 29,889,677 Prepaid expenses 1,710,924 Other current assets 541,460 Property and equipment 40,642,648 FCC broadcasting licenses 263,260,200 Other intangibles, net 2,790,524 Other assets 676,632 Accounts payable (429,042 ) Other current liabilities (16,685,309 ) Long-term debt (82,177,895 ) Deferred tax liabilities (76,050,112 ) Other long-term liabilities (13,709,261 ) Net assets acquired 158,144,396 Gain on merger (44,281,066 ) Preliminary purchase price $ 113,863,330 The following table summarizes the components of the preliminary purchase price: Cash $ 94,444,148 Stock issued 21,865,506 Estimated tower sale adjustment (3,357,916 ) Stock issued in escrow 4,164,859 Estimated working capital adjustment (3,253,267 ) Preliminary purchase price $ 113,863,330 The changes in the gain on merger for the period ended December 31, are as follows: Gain as of November 1, 2016 $ 44,281,066 Estimated tower sale adjustment 351,410 Estimated working capital adjustment 914,984 Gain as of December 31, 2016 $ 45,547,460 The contractual amount of accounts receivable totaled $31.0 million as of the Acquisition Date. The fair value of the property and equipment acquired in the Merger was estimated using cost and market approaches. Property and equipment for which there are comparable current replacements available, such as radio towers, antenna systems, transmitter equipment, and studio equipment, were valued on the basis of a cost approach. The cost approach allowed for factors such as physical depreciation as well as functional and economic obsolescence. Property and equipment for which an active used market exists, including property for which there is no longer comparable current replacements available but for which there remains an active used market, such as furniture, computer equipment, and vehicles, were valued using a market approach. The market approach is based on the selling prices of similar assets on the used market. As few sales reflect identical assets, the selling prices of similar assets was utilized with adjustments made for any differences such as age, condition, and options. The fair value of the FCC broadcasting licenses acquired in the Merger was estimated using an income approach. The income approach measures the expected economic benefits the licenses provide and discounts these future benefits using discounted cash flow analyses. The discounted cash flow analyses assume that each license is held by a hypothetical start-up start-up Revenue growth rates 0.3% -1.3% Market revenue shares at maturity 12.6% -48.0% Operating income margins at maturity 15.0% -31.3% Discount rate 9% Other intangibles are amortized over their respective estimated useful lives and include acquired advertising contracts of $2.4 million with an estimated useful life of 2 months and advertiser relationships of $0.3 million with an estimated useful life of 6 years. The fair value of the pension plan liability is based on certain key assumptions. The discount rate is based on matching the cash flows of the plan to the spot rates in the Citigroup Pension Discount Curve and the result is then rounded to the nearest five basis points. The long-term rate of return on plan assets was selected based on input from the investment advisor and publicly available survey information on expected returns by asset class. The mortality assumptions are based on the RP-2014 MP-2014 MP-2016 The fair value of the SERP liability is based on certain key assumptions. The discount rate is based on matching the cash flows of the plan to the spot rates in the Citigroup Pension Discount Curve and the result is then rounded to the nearest five basis points. The mortality assumptions are based on the RP-2014 MP-2014 MP-2016 The fair value of the postretirement medical and life insurance benefits liability is based on certain key assumptions. The discount rate is based on matching the cash flows of the plan to the spot rates in the Citigroup Pension Discount Curve and the result is then rounded to the nearest five basis points. The mortality assumptions are based on the RP-2014 MP-2014 MP-2016 The gain on merger is primarily a result of a relatively limited market for the sale of the seller’s business and the Company being best positioned in that market to finance and complete the acquisition within the seller’s timeframe. The gain of $45.5 million is reported on a separate line in the consolidated statement of comprehensive income for the year ended December 31, 2016. Net revenue of $22.7 million and station operating expenses of $17.1 million from the acquired radio station has been included in the Company’s results of operations since the Acquisition Date. The following unaudited pro forma information assumes that the merger had occurred on January 1, 2015. The significant pro forma adjustments are depreciation and interest expense. The unaudited pro forma information excludes the stations held in trust that were sold on January 6, 2017. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of what would have occurred had the acquisition been completed on January 1, 2015 or of results that may occur in the future. Year ended December 31, 2015 2016 Net revenue $ 240,301,616 $ 247,321,972 Operating income 32,685,667 33,997,174 Net income 8,419,218 8,893,930 Basic and diluted net income per share 0.30 0.31 Dispositions On October 18, 2016, the Company entered into a definitive agreement to sell substantially all of the assets used or useful in the operations of WBT-AM, WBT-FM, WFNZ-AM WLNK-FM WBT-AM, WBT-FM WLNK-FM WBT-AM, WBT-FM WLNK-FM A summary of assets held for sale for WFNZ-AM December 31, 2015 2016 Property and equipment, net $ 1,755,123 $ 1,702,847 FCC broadcasting licenses 2,166,400 2,166,400 $ 3,921,523 $ 3,869,247 On February 3, 2017, the Company entered into a definitive agreement to sell substantially all of the assets used in the operations of WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM WXNR-FM Greenville-New The Company will no longer have operations in the Greenville-New Greenville-New Pre-tax Greenville-New WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM WXNR-FM A summary of assets held for sale is as follows: December 31, 2015 2016 Property and equipment, net $ 1,295,776 $ 1,400,615 FCC broadcasting licenses 3,998,940 3,998,940 Goodwill 1,943,349 1,943,349 $ 7,238,065 $ 7,342,904 |