ACQUISITIONS AND OTHER (Block)

3 Months Ended

Mar. 31, 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 three months ended March 31, 2016.

Disposition

In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $3.8 million in cash. The agreement was entered into in December 2015. 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 were expensed as a separate line item in the statement of operations. These costs consisted primarily of legal, professional, advisory services and restructuring costs (as identified below) related to the Company’s integration of its acquisitions in 2015.

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 March 31, 2016, after excluding the lease abandonment liability as of March 31, 2016, was included in accrued expenses as most expenses are expected to be paid within one year.

	Three Months Ended
	March 31,
	2016		2015
	(amounts in thousands)

Restructuring charges
Costs to exit duplicative contracts	$	-	$	-
Workforce reduction		-		-
Lease abandonment costs		-		-
Changes in estimates		-		-
Total restructuring charges		-	-	-
Merger and acquisition costs		-		1,723
Total merger & acquisition costs and restructuring charges	$	-	$	1,723

	Three Months		Year
	Ended		Ended
	March 31,		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		(399)		(1,172)
Restructuring charges unpaid and outstanding		1,287		1,686
Less lease abandonment costs over a long-term period		(687)		(687)
Short-term restructuring charges unpaid and outstanding	$	600	$	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 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 and operated by the Company prior to a time brokerage agreement as these assets were a key component of the assets acquired. 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
	March 31,
	2016		2015
	(amounts in thousands, except per share data)
	(amounts in thousands, except per share data)
	Actual		Pro Forma

Net revenues	$	96,103	$	90,995
Net income (loss) available to the Company	$	4,412	$	354
Net income (loss) available to common shareholders	$	3,999	$	(196)
Net income (loss) available to common shareholders
per common share - basic	$	0.10	$	(0.01)
Net income (loss) available to common shareholders
per common share - diluted	$	0.10	$	(0.01)

Weighted shares outstanding basic		38,448		38,026
Weighted shares outstanding diluted		39,260		38,026
Conversion of preferred stock for dilutive purposes	anti-dilutive		anti-dilutive
under the as if method	anti-dilutive		anti-dilutive