ASSETS HELD FOR SALE (Block)

6 Months Ended

Jun. 30, 2018

Discontinued Operations And Disposal Groups Abstract

Disposal Groups Including Discontinued Operations Disclosure Text Block

11. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

On November 17, 2017, in order to facilitate the Merger, the Company assigned assets to a trust and the trust subsequently entered into two separate LMAs with Bonneville which became effective upon the closing of the Merger. Under the terms of the LMAs, Bonneville began operating four stations in Sacramento, California and four stations in San Francisco, California. The LMAs will terminate upon the earlier of: (i) one year after the Merger date; or (ii) consummation of a final agreement to divest the stations as required under a DOJ consent order agreed to by the Company, as a condition to complete the Merger. Of the eight radio stations currently operated by Bonneville, three were originally owned by the Company and the remaining five were originally owned by CBS Radio. The Company conducted an analysis and determined the assets of the eight radio stations met the criteria to be classified as held for sale. The five CBS Radio stations met the criteria to be classified within discontinued operations at June 30, 2018. This transaction is expected to close during the second half of 2018.

As of December 31, 2017, the Company entered into an agreement to dispose of a parcel of land along with the land improvements in Chicago, Illinois for $46.0 million and classified these assets as held for sale. This transaction is expected to close in the third quarter of 2018.

As of June 30, 2018, the Company entered into agreements with several third parties to dispose of: (i) land and buildings in Dallas, Texas; (ii) land and buildings in San Diego, California; (iii) land and buildings in Sacramento, California; (iv) land and buildings in Los Angeles, California; and (v) land in Austin, Texas. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets have a carrying value of $23.5 million, net of a $1.3 million impairment charge. These transactions are expected to close within one year.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company determined the fair value of the assets held for sale related to the Bonneville LMA by utilizing an offer from a third party for the bundle of assets. This is considered a Level 3 measurement. Based upon the final offer received in the third quarter of 2018, the Company determined that the carrying value of these assets was greater than the fair value. As of June 30, 2018, the Company recorded a non-cash impairment charge of $25.6 million to reflect the change in the carrying value of these assets held for sale from $165.9 million to $140.3 million and to reduce the carrying value of these assets to the recoverable value.

The major categories of these assets held for sale, which includes the assets of the discontinued operations, are as follows:

	Assets Held for Sale
	June 30, 2018						December 31, 2017
					Other						Other
			Bonneville		Assets Held				Bonneville		Assets Held
	Total		LMA		for Sale		Total		LMA		for Sale
	(amounts in thousands)
Land and land improvements	$	67,522	$	1,110	$	66,412	$	47,110	$	1,110	$	46,000
Building		4,636		1,520		3,116		1,970		1,520		450
Leasehold improvements		78		78		-		88		88		-
Equipment		2,312		2,312		-		2,618		2,618		-
Net property and equipment		74,548		5,020		69,528		51,786		5,336		46,450
Net radio broadcasting licenses		111,854		111,854		-		136,014		136,014		-
Other intangibles		1,947		1,947		-		1,947		1,947		-
Goodwill		21,479		21,479		-		22,573		22,573		-
Total intangibles		135,280		135,280		-		160,534		160,534		-
Net assets held for sale	$	209,828	$	140,300	$	69,528	$	212,320	$	165,870	$	46,450

Discontinued Operations

The results of operations for several radio stations acquired from CBS, which will never be a part of the Company’s continuing operations as these radio stations have been disposed or are expected to be disposed, were classified as discontinued operations for the period commencing after the Merger.

Refer to Note 2, Business Combinations, and Note 14, Subsequent Events, for additional information on the Bonneville Transaction.

The Company did not have any discontinued operations for the three months ended June 30, 2017 or the six months ended June 30, 2017. The following table presents the results of operations of the discontinued operations:

	Six Months Ended
	June 30,
	2018
	(amounts in thousands)
Net time brokerage agreement income		1,595
Income before income taxes		1,595
Income taxes		423
Income from discontinued operations,
net of income taxes	$	1,172

	Three Months Ended
	June 30,
	2018
	(amounts in thousands)
Net time brokerage agreement income		1,180
Income before income taxes		1,180
Income taxes		336
Income from discontinued operations,
net of income taxes	$	844