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DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2014
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS  
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS

 

3.  DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS

 

Discontinued Operations

 

In accordance with Financial Accounting Standards Board’s (FASB) guidance on reporting assets held for sale we reported the results of operations of our stations in Lansing, Michigan (WLAJ-TV) and Providence, Rhode Island (WLWC-TV), as discontinued operations in the consolidated statements of operations.  Discontinued operations have not been segregated in the consolidated statements of cash flows and, therefore, amounts for certain captions will not agree with the accompanying consolidated statements of operations. WLAJ-TV was acquired in the second quarter of 2012 in connection with the acquisition of the television stations from Freedom. WLWC-TV was recently acquired in the first quarter of 2012 in connection with the acquisition of the television stations from Four Points. See Note 2. Acquisitions for more information.  The operating results of WLAJ-TV, which was sold effective March 1, 2013 for $14.4 million, and WLWC-TV, which was sold effective April 1, 2013 for $13.8 million, are not included in our consolidated results of operations from continuing operations. Total revenues for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2013, were $0.6 million and $1.6 million, respectively.  Total revenues of WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2012, are $3.7 million and $6.3 million, respectively.  Total income before taxes for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2013, are $0.2 million and $0.4 million, respectively, and total income(loss) before taxes of WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2012, are $0.9 million and $0.2 million, respectively.  The resulting gain on the sale of these stations in 2013 was negligible.

 

Additionally, we recognized an $11.2 million income tax benefit during the year ended December 31, 2013, attributable to the adjustment of certain liabilities for unrecognized tax benefits related to discontinued operations. See Note 10. Income Taxes for further information.

 

Dispositions related to station acquisitions

 

As discussed in Note 2. Acquisitions, we completed the acquisition of certain broadcast assets from Media General.  Simultaneously, we sold to Media General the broadcast assets of WTTA in Tampa, FL and KXRM/KXTU in Colorado Springs, CO for $93.1 million less working capital of $0.6 million.  We recognized a $39.0 million gain on sale related to WTTA.

 

Concurrent with the acquisition of the Allbritton companies discussed in Note 2. Acquisitions, due to FCC conflict ownership rules, we sold WHTM in Harrisburg/Lancaster/York, PA to Media General in September 2014 for $83.4 million, less working capital of $0.2 million and the non-license assets of WTAT in Charleston, SC to Cunningham for $14.0 million, effective August 1, 2014.  WHTM was acquired from the Allbritton companies and assets of WHTM were classified as assets held for sale in the Allbritton purchase price allocation.  We did not recognize a gain or loss on this transaction. Prior to the sale of WTAT, we operated the station under an LMA and purchase agreement with Cunningham.  This sale was accounted for as a transaction between parties under common control.  See Note 12. Related Person Transaction for further discussion.

 

Concurrent with the Barrington acquisition, due to FCC conflict ownership rules, we sold our station, WSYT (FOX), and assigned its LMA with WNYS (MNT), in Syracuse, NY to a third party for $15.0 million less, and recognized a loss on sale of $3.3 million. We also sold our station, WYZZ (FOX) in Peoria, IL, which receives non-programming related sales, operational and administrative services from Nexstar Broadcasting pursuant to certain outsourcing agreements, to Cunningham for $22.0 million. This sale was accounted for as a transaction between parties under common control.  See Note 12. Related Person Transactions for further discussion.

 

Concurrent with the Fisher acquisition discussed in Note 2. Acquisitions, a third party that performed certain services pursuant to an outsourcing agreement to the station that we acquired, KIDK and KXPI in Idaho Falls, ID, exercised an existing purchase option to purchase the broadcast assets of the two stations for $6.3 million, which closed in November 2013.  The assets of these stations were classified as assets held for sale in the Fisher purchase price allocation.  See Note 2. Acquisitions for further discussion.

 

Concurrent with the acquisition of WKRC in Cincinnati, OH and WOAI in San Antonio, TX from Newport (see Note 2. Acquisitions), we sold the license assets of two of our existing stations located in Cincinnati, OH (WSTR) and San Antonio, TX (KMYS) for a total of $10.7 million to third parties.  We provide non-programming related sales, operational and administrative services to these stations pursuant to certain outsourcing agreements and we have assignable purchase options with these licensees to acquire the license assets. We consolidate the license assets of these stations because the licensee companies are VIEs and we are the primary beneficiary. See Variable Interest Entities in Note 1. Nature of Operations and Summary of Significant Accounting Policies.

 

The dispositions of the above assets did not meet the criteria for classification as discontinued operations, therefore the results of operations are included in continuing operations in our consolidated statements of operations.

 

Assets Held for Sale

 

We expect to sell, Triangle Sign & Service, LLC, a consolidated investment in our other operating divisions, in the first half of 2015.  In accordance with Financial Accounting Standards Board’s (FASB) guidance on reporting assets held for sale, we reported our assets and liabilities related to Triangle as held for sale in the accompanying consolidated balance sheet as of December 31, 2014.  Results of operations of these stations are included within the results from continuing operations as the criteria for classification as discontinued operations was not met.

 

As of December 31, 2014, the major classes of assets and liabilities of the group reported as held for sale on the accompanying consolidated balance sheet are shown below:

 

 

 

December 31, 2014

 

Assets:

 

 

 

Accounts receivable

 

$

5,101 

 

Prepaid expenses and other current assets

 

1,403 

 

Total current assets held for sale

 

6,504 

 

 

 

 

 

Property and equipment (a)

 

1,036 

 

Goodwill

 

2,975 

 

Definite-lived intangible assets

 

2,962 

 

Total assets held for sale

 

$

13,477 

 

Liabilities:

 

 

 

Accounts payable

 

$

1,096 

 

Accrued liabilities

 

1,360 

 

Current portion of notes payable, capital leases and commercial bank financing

 

21 

 

Total liabilities held for sale

 

$

2,477 

 

 

 

(a)

 

Excluded from the above is $1.8 million in held for sale assets related to certain real estate assets within our broadcast segment.