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Fresh Start Accounting (Tables)
12 Months Ended
Dec. 31, 2019
Reorganizations [Abstract]  
Reconciliation Of Reorganization Value
The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands):
Enterprise Value
$
1,675,000

Less: Cash balance difference (1)
(20,000
)
Less: Effect of deferred tax liability (2)
(30,000
)
Plus: Fair value of non-debt current liabilities
114,573

Plus: Fair value of non-debt long term liabilities
63,921

Reorganization value
$
1,803,494

(1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018.
(2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018.

Schedule of Fresh-Start Adjustments
The adjustments set forth in the following Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands).
 
Predecessor Company As of June 3, 2018
 
Reorganization Adjustments
 
Fresh Start Adjustments
 
Successor Company As of June 4, 2018
Assets
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
108,480

 
$
(58,434
)
(1)
$

 
$
50,046

Restricted cash
13,720

 
24,585

(2)

 
38,305

Accounts receivable
215,724

 

 

 
215,724

Trade receivable
5,221

 

 

 
5,221

Prepaid expenses and other current assets
49,912

 
(19,990
)
(3)

 
29,922

Total current assets
393,057

 
(53,839
)
 

 
339,218

Property and equipment, net
193,574

 

 
121,732

(12)
315,306

Broadcast licenses
1,203,809

 

 
(285,309
)
(13)
918,500

Other intangible assets, net
75,056

 

 
137,402

(13)
212,458

Goodwill
135,214

 

 
(135,214
)
(14)

Other assets
18,012

 

 

 
18,012

Total assets
$
2,018,722

 
$
(53,839
)
 
$
(161,389
)
 
$
1,803,494

Liabilities and Stockholders' Equity (Deficit)
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
108,448

 
$
6,253

(4)
$
(128
)
(15)
$
114,573

Current portion of Term Loan

 
13,000

(5)

 
13,000

Total current liabilities
108,448

 
19,253

 
(128
)
 
127,573

Term loan

 
1,268,983

(5)
18,017

(16)
1,287,000

Other liabilities
2,801

 
21,312

(6)
13

(17)
24,126

Deferred income taxes

 
50,437

(7)
(10,642
)
(18)
39,795

Total non-current liabilities
2,801

 
1,340,732

 
7,388

 
1,350,921

Liabilities subject to compromise
2,647,110

 
(2,647,110
)
(8)

 

Total liabilities
2,758,359

 
(1,287,125
)
 
7,260

 
1,478,494

Stockholders' (deficit) equity:
 
 
 
 
 
 
 
Predecessor Class A common stock
320

 
(320
)
(9)

 

Predecessor Class C common stock
1

 
(1
)
(9)

 

Predecessor treasury stock
(229,310
)
 
229,310

(9)

 

Predecessor additional paid-in-capital
1,626,906

 
(1,626,906
)
(9)

 

Successor Class A common stock

 

 

 

Successor Class B common stock

 

 

 

Successor additional-paid-in-capital

 
325,000

(10)

 
325,000

(Accumulated deficit) retained earnings
(2,137,554
)
 
2,306,203

(11)
(168,649
)
(19)

Total stockholders' (deficit) equity
(739,637
)
 
1,233,286

 
(168,649
)
 
325,000

Total liabilities and stockholders' (deficit)
$
2,018,722

 
$
(53,839
)
 
$
(161,389
)
 
$
1,803,494



Reorganization adjustments
1.
Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands):
Payment of professional fees
$
3,118

Adequate protection payment
1,326

Payment of contract cure claims
20,341

Funding of professional fee escrow amount
32,517

Other fees and expenses
1,132

Net cash payments
$
58,434


2.
Reflects net additions to restricted cash giving effect to the funding of professional fee escrow account for professional fees accrued and the payment of restructuring fees (dollars in thousands):
Funding of professional fee escrow account
 
$
32,517

Payment of restructuring fees
(7,932
)
Net changes to restricted cash
$
24,585
 

3.
Reflects the reclassification of $17.8 million debt issuance costs from prepaid expense to offset the Term Loan as well as the write-off of $2.2 million of certain assets which do not benefit the Successor Company.
4.
Represents the reinstatement of certain accounts payable and accrued expenses that were previously classified as Liabilities subject to compromise as well as accrued state income taxes.
5.
Represents the current and non-current portion, net of debt issuance costs of $18.0 million, of the Term Loan.
6.
Represents the reinstatement of tax liabilities, lease liabilities and long-term deposits from Liabilities subject to compromise.
7.
Represents the partial reinstatement of the deferred tax liability of $50.4 million of the original $237.2 million that was included in Liabilities subject to compromise.
8.
Liabilities subject to compromise immediately prior to the Effective Date consisted of the following (dollars in thousands):
Accounts payable and accrued expenses
 
 
$
66,515

Other liabilities
 
21,364
 
Deferred tax liability
 
237,247
 
     Accounts payable, accrued expenses and other liabilities
 
325,126
 
Predecessor Term Loan
 
1,684,407
 
7.75% Senior Notes
 
610,000
 
Accrued interest
 
27,577
 
     Long-term debt and accrued interest
 
2,321,984
 
          Total Liabilities subject to compromise
 
 
$
2,647,110



Liabilities subject to compromise have been, or will be settled as follows in accordance with the Plan (dollars in thousands):
Liabilities subject to compromise
 
 
 
$
2,647,110

Cash payments at the Effective Date
 
 
(33,657
)
Liabilities reinstated at the Effective Date:
 
 
 
Accounts payable
(3,215
)
 
 
 
Other liabilities
(21,160
)
 
 
 
Deferred tax liability
(50,437
)
 
 
 
     Total liabilities reinstated at the Effective Date
 
 
(74,812
)
Adjustment for deferred tax liability impact
 
 
(186,810
)
Fair value of common stock issued to Predecessor Term Loan holders,
  7.75% Senior Notes holders and unsecured creditors
 
 
(264,394
)
Fair value of warrants issued to Predecessor Term Loan
  holders, 7.75% Senior Notes holders and unsecured creditors
 
 
(60,606
)
Fair value of Term Loan provided by Predecessor Term Loan holders
 
 
(1,300,000
)
     Gain on settlement of Liabilities subject to compromise
 
 
 
$
726,831


Refer to Note 12, "Stockholders' Equity" for the determination of fair value of equity issued to unsecured creditors.
9.
Pursuant to the Plan, all equity interests of the Predecessor that were issuable or issued and outstanding immediately prior to the Effective Date were canceled. The elimination of the carrying value of the canceled equity interests was recorded as an offset to retained earnings (accumulated deficit).
10.
In settlement of the Predecessor Term Loan, 7.75% Senior Notes, and other general unsecured claims, the Company issued new common stock and Successor warrants.
11.
Adjustment made to accumulated deficit consisted of the following (dollars in thousands):

Cancellation of Predecessor equity
 
$
1,397,917

Gain on settlement of Liabilities subject to compromise
 
726,831

Income tax benefit
 
184,005

Other items
 
(2,550
)
Total adjustment to retained earnings
 
$
2,306,203

Fresh Start adjustments
12.
Reflects the increase in net book value of property and equipment to the estimated fair value as of the Effective Date. The following table summarizes the components of property and equipment, net as of June 3, 2018, and the fair value as of the Effective Date (dollars in thousands):

 
Estimated Useful Life
 
Successor Company
 
 
Predecessor Company
Land
N/A
 
$
159,464

 
 
$
86,287

Broadcasting and other equipment
3 to 30 years
 
58,369

 
 
248,607

Computer and capitalized software costs
1 to 3 years
 
11,791

 
 
34,924

Furniture and fixtures
5 years
 
4,432

 
 
15,571

Leasehold improvements
5 years
 
24,089

 
 
46,471

Buildings
9 to 20 years
 
26,964

 
 
51,994

Construction in progress
N/A
 
30,197

 
 
30,197

Property and equipment, gross
 
 
315,306

 
 
514,051

Less: accumulated depreciation
 
 

 
 
(320,477
)
Property and equipment, net
 
 
$
315,306

 
 
$
193,574

To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed component of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets.
To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels.
13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands):
 
 
Successor Company
 
 
Predecessor Company
 
Difference
Broadcast licenses
 
$
918,500

 
 
$
1,203,809

 
$
(285,309
)
Other intangible assets

212,458

 
 
75,056

 
137,402

Total
 
$
1,130,958

 
 
$
1,278,865

 
$
(147,907
)


The fair values of broadcasting licenses and other intangible assets were determined as follows:
a.
Broadcast licenses ($918.5 million as of June 4, 2018): The fair value of broadcast licenses was determined using the Greenfield approach, a derivation of the income approach that isolates the income that is properly attributable to the license alone. It is based upon modeling a hypothetical "Greenfield" build-up to a normalized enterprise that, by design, lacks inherent goodwill and has other assets that have essentially been paid for or added as part of the build-up process.
b.
Other intangible assets ($212.5 million as of June 4, 2018):
i.
Broadcasting, affiliate and producer relationships ($162.0 million as of June 4, 2018): The customer relationship intangibles including broadcasting and affiliate and producer relationships were valued utilizing the excess earning method, a derivation of the income approach that considers cash flows related to the customers after accounting for a fair return to the other supporting assets of the business.
ii.
Trademarks and trade names ($21.2 million as of June 4, 2018): In estimating the fair value of trademarks and trade names, management used the relief from royalty method, a derivation of the income approach, for analyzing the trade names.
iii.
Tower income contracts ($15.1 million as of June 4, 2018): The fair value of these were determined utilizing a discounted cash flow analysis.
iv.
Advertiser backlog ($12.0 million as of June 4, 2018): The fair value of advertiser backlog was analyzed using the multi-period excess earning method. Estimated duration of advertiser backlog as of the Effective Date was used as a point of recognition for net sales attributable to that backlog.
v.
Leasehold intangible asset, net ($2.2 million as of June 4, 2018): The fair value of leasehold interests was determined utilizing a discounted cash flow analysis, wherein leases for real property were assessed for favorable or unfavorable contract rental rates.

14.
Reflects the elimination of the Predecessor goodwill balance of $135.2 million.
15.
Reflects the elimination of the carrying value of short-term deferred rent to adjust accounts payable and accrued expenses to estimated fair value.
16.
Represents the fair value adjustment of the Term Loan including the elimination of debt issuance costs of $18.0 million incurred prior to and upon emergence from bankruptcy. The fair value of debt is comprised of $13.0 million of short-term debt and $1,287.0 million of long-term debt. The fair value of the Term Loan was determined based on a market approach utilizing market yields and was estimated to be 100% of par value.
17.
Represents the increase of a liability related to a failed sale leaseback transaction and elimination of the carrying value of long-term deferred rent in accordance with fresh start reporting to adjust net book value to estimated fair value.
18.
Reflects the impact of fresh start adjustments on deferred taxes.


19.Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands):
Property and equipment fair value adjustment
 
$
121,732

 
Intangible assets fair value adjustment
(147,907
)
 
Goodwill adjustment
(135,214
)
 
Term Loan fair value adjustment
(18,017
)
 
Other assets and liabilities fair value adjustments
115
 
 
Net loss on fresh start adjustments
 
$
(179,291
)
 
Tax impact on fresh start adjustments
10,642
 
 
Net impact on retained earnings
 
$
(168,649
)
 
Schedule of Reorganization Items
Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Consolidated Statement of Operations as follows (dollars in thousands):
 
 
 
 
 
Period from January 1, 2018 through June 3, 2018
Gain on settlement of liabilities subject to compromise (a)
 
$
726,831

Fresh start adjustments (b)
 
(179,291
)
Professional fees (c)
 
(54,386
)
Non-cash claims adjustments (d)
 
(15,364
)
Rejected executory contracts (e)
 
(5,976
)
Other (f)
 
(5,613
)
Reorganization items, net
 
$
466,201


(a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan.
(b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting.
(c) Legal, financial advisory and other professional costs directly associated with the reorganization process.
(d) The carrying amount of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court.
(e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts.
(f) Federal Communications Commission filing and U.S. Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies.