Assets Held for Sale and Discontinued Operations

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale and Discontinued Operations

Stitcher

During the second quarter of 2020, our Board of Directors approved the sale of our Stitcher podcasting business. On July 10, 2020, we signed a definitive agreement to sell the business for $325 million, with $265 million of cash upfront; earnout of up to $30 million based on 2020 financial results and paid in 2021; and earnout of up to $30 million based on 2021 financial results and paid in 2022. The transaction closed on October 16, 2020. Stitcher is classified as discontinued operations in our Consolidated Financial Statements for all periods presented.

Operating results of our discontinued Stitcher operations were as follows:


	For the years ended December 31,
(in thousands)	2021		2020		2019

Operating revenues	$	—	$	57,573	$	72,545
Total costs and expenses	(600)		(88,599)		(91,725)
Depreciation and amortization of intangible assets	—		(1,157)		(2,642)

Other, net	—		(174)		(57)
Loss from operations	(600)		(32,357)		(21,879)
Pretax gain on disposal	9,572		182,589		—
Gain (loss) from discontinued operations before income taxes	8,972		150,232		(21,879)
Income tax (provision) benefit	(2,159)		(34,463)		5,414
Income (loss) from discontinued operations, net of tax	$	6,813	$	115,769	$	(16,465)

During 2021, the estimate for the contingent earnout consideration was increased by $9.1 million. In the third quarter of 2021, we received payment of $19.1 million for the 2020 earnout period. No value is currently assigned to the 2021 contingent earnout consideration. Stitcher’s discontinued operating results in 2020 include a contract termination charge that totaled $12 million. The 2020 gain on disposal for Stitcher reflects a $10 million fair value estimate for the contingent earnout consideration.

Triton Digital

During the first quarter of 2021, our Board of Directors approved the sale of our Triton Digital business. On February 16, 2021, we signed a definitive agreement to sell the business and the transaction closed on March 31, 2021. The sale generated total net proceeds of $225 million and we recognized a pre-tax gain from disposition totaling $81.8 million.

WPIX

When we acquired the Nexstar-Tribune television stations in 2019, we granted Nexstar the option to repurchase WPIX, the CW-affiliated station in New York City. The option was exercisable from March 31, 2020, through the end of 2021, and was assignable by Nexstar to a third party. In July 2020, Nexstar assigned their option to repurchase WPIX to Mission Broadcasting, Inc., and Mission immediately exercised the option. The option price was $75 million plus accrued interest, to be calculated on the period between September 19, 2019, the purchase date of WPIX, and the option sale closing date. The transaction closed on December 30, 2020 for cash consideration of $83.7 million. Including interest income of $7.6 million, we recognized gains from the WPIX disposition totaling $6.5 million in the fourth quarter of 2020. These gains are included within the miscellaneous, net caption on our Consolidated Statements of Operations.