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ACQUISITIONS AND OTHER (Block) | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Mergers Acquisitions And Dispositions Disclosures Text Block | 3. BUSINESS COMBINATIONS The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price 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. 2017 CBS Radio Business Acquisition On November 17, 2017, the Company acquired the CBS Radio business from CBS to further strengthen its scale and capabilities to compete more effectively with other media for a larger share of advertising dollars. The purchase price was $2.56 billion and consisted of $1.17 billion of total equity consideration and $1.39 billion of assumed debt. The CBS Radio business acquisition was completed pursuant to the Merger, dated February 2, 2017, by and among the Company, CBS, CBS Radio, and Merger Sub, a wholly-owned subsidiary of the Company. On November 17, 2017, (i) Merger Sub was me rged with and into CBS Radio, with CBS Radio continuing as the surviving corporation and a direct, wholly-owned subsidiary of the Company and (ii) each share of CBS Radio common stock was converted into one share of the Company’s common stock. The Company issued 101,407,494 shares of its Class A common Stock to the former holders of CBS Radio common stock. At the time of the Merger, each outstanding RSU and stock option with respect to CBS Class B common stock held by employees of CBS Radio wa s canceled and converted into equity awards for the Company’s Class A common stock. The conversion was based on the ratio of the volume-weighted average per share closing prices of CBS stock on the five trading days prior to the date of acquisition and th e Company’s stock on the five trading days following the date of acquisition. Entercom Communications Corp. is considered to be the acquiring company for accounting purposes. Restructuring costs and transition services costs relating to the Merger of $16.9 million and merger and acquisition costs relating to the Merger, including legal and professional fees of $41.3 million for the year ended December 31, 2017, were expensed as incurred. To complete the Merger, certa in divestitures were required by the FCC in order to comply with FCC’s ownership rules and policies. These divestitures consisted of: (1) the exchange transaction with iHeartMedia, Inc. (“iHeart”); (2) the exchange transaction with Beasley Broadcast Group, Inc. (“Beasley”); (3) entry into an LMA with Bonneville International Corporation (“Bonneville”); and (4) a cash sale to Educational Media Foundation (“EMF”). Due to the structure of the transaction, there is no step-up in tax basis for the assets acq uired as the Company will assume the existing tax basis of CBS Radio. The absence of a step-up in tax basis will limit the Company’s tax deductions in future years and impacts the amount of deferred tax liabilities recorded as part of purchase price accou nting. If any of the Internal Distributions or the Final Distribution does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code or the Merger does not qualify as a tax-free “reorganization” under Section 368(a) of the Code, including as a result of actions taken in connection with the distributions made by CBS to facilitate the Merger or as a result of subsequent acquisitions of shares of CBS, Entercom, or CBS Radio, then CBS and/or holders of CBS Common Stock that received Radio Common Stock in the Final Di stribution may be required to pay substantial U.S. federal income taxes, and, in certain circumstances, CBS Radio and Entercom may be required to indemnify CBS for any such tax liability. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses, the fair value estimates are based on, but not limited to, hypothetical expected future revenue and cash flows that assume an expected future growth rate of 1.0% and an estimated discount rate of 9.0%. The gross profit margins utilized were consid ered appropriate based on management’s expectations and experience in equivalent sized markets. The Company determines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized i nformation for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goo dwill. The goodwill recorded reflects our expectations of our ability to gain access to and penetrate CBS Radio’s c ustomer base and the benefits of being able to leverage operational efficiencies with favorable growth opportunities as a results of a large national presence. A portion of the goodwill carryover basis is tax deductible. The following preliminary purchas e price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisiti on date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be substantially different from the initial estimates.
|  | November 17, |  | Useful Lives in Years
Description |  | 2017 |  | From |  | To
|  | (amounts in |  |  |
|  | thousands) |  |  |
Assets |  |  |  |  |  |  |
Accounts receivable |  |  | 241,548 |  | less than 1 year
Prepaid sports rights and favorable sports contracts |  |  | 4,160 |  | less than 1 year
Prepaid expenses, deposits and other |  |  | 20,625 |  | less than 1 year
Other current assets |  |  | 7,350 |  | less than 1 year
Total current assets |  |  | 273,683 |  |  |  |
Land |  |  | 112,880 |  | non-depreciating
Land improvements |  |  | 1,348 |  | 10 |  | 10
Leasehold improvements |  |  | 36,029 |  | shorter of economic life or lease term
Buildings |  |  | 14,040 |  | 25 |  | 25
Furniture and fixtures |  |  | 4,080 |  | 7 |  | 7
Equipment and towers |  |  | 81,407 |  | 3 |  | 23
Construction in process |  |  | 14,598 |  |  |  |
Total tangible property |  |  | 264,382 |  |  |  |
Advertiser relationships |  |  | 27,453 |  | 5 |  | 5
Radio broadcasting licenses |  |  | 1,880,400 |  | non-amortizing
Goodwill |  |  | 820,961 |  | non-amortizing
Assets held for sale |  |  | 255,650 |  | to be sold within 1 year
Favorable leases |  |  | 16,580 |  | over remaining lease life
Other noncurrent assets |  |  | 1,050 |  | 3 |  | 40
Total intangible and other assets |  |  | 3,002,094 |  |  |  |
Total assets |  |  | 3,540,159 |  |  |  |
Liabilities |  |  |  |  |  |  |
Accounts payable |  |  | 36,137 |  | less than 1 year
Accrued expenses |  |  | 35,154 |  | less than 1 year
Accrued salaries and benefits |  |  | 26,324 |  | less than 1 year
Current portion of long-term debt |  |  | 10,600 |  | less than 1 year
Unfavorable sports liability - current portion |  |  | 4,803 |  | less than 1 year
Accrued interest |  |  | 4,529 |  | less than 1 year
Unearned revenues - current portion |  |  | 14,971 |  | less than 1 year
Total current liabilities |  |  | 132,518 |  |  |  |
Unearned revenues - non-current portion |  |  | 13,859 |  | as revenue is earned
Unfavorable lease liability |  |  | 12,770 |  | over remaining lease life
Unfavorable sports liability - non-current portion |  |  | 22,597 |  | over remaining contract life
Non-current portion of long-term debt |  |  | 1,376,900 |  | 5 |  | 7
Deferred tax liability |  |  | 780,832 |  | life of underlying liability
Other long-term liabilities |  |  | 31,835 |  | life of underlying liability
Total liabilities |  |  | 2,371,311 |  |  |  |
Fair value of net assets acquired |  | $ | 1,168,848 |  |  |  |
Under purchase price accounting for the CBS Radio Merger, the Company recorded favorable and unfavorable lease s for studio and transmitter site property leases and unfavorable sports programming contracts as these leases and contracts contain terms that were considered to be below or above market rates. These leases and contracts are reflected net in other current and long-term assets and liabilities in the consolidated balance sheets and are amortized on a straight-line basis over the life of th e lease or contract. A favorable or unfavorable lease or contract will result in an increase or decrease, respectively, to station operating expenses. The future amortization to unfavorable leases and contracts is as follows:
| As Of
| December 31,
| 2017
| (amounts in
| thousands)
Years ending December 31, |  |
2018 | $ | 7,648
2019 |  | 7,323
2020 |  | 6,918
2021 |  | 6,618
2022 |  | 5,742
Thereafter |  | 7,068
| $ | 41,317
2017 Exchange Transaction: The iHeartMedia Transaction On November 1, 2017, the Company entered into an agreement (the “iHeartMedia Transaction”) with iHeartMedia, Inc. (“iHeart”) to exchange three CBS Radio stations in Seattle, Washington, and two CBS Radio and two Company radio stations in Boston, Massachusetts, for four iHeart radio stations in Chattanooga, Tennessee, and six iHeart radio stations in Richmond, Virginia, respectively. Upon consummation of the CBS Merger, the Co mpany contributed the stations to be divested to iHeart into an FCC Disposition trust. Concurrently with the Company entering into an asset exchange agreement, the FCC disposition trust and iHeart entered into TBAs which provided for iHeart and the Compan y, respectively, to operate certain radio stations pending closing. Operation under each TBA commenced at various times and for certain stations after the Merger. During the period of the TBA, the Company: (i) included net revenues and station operating expenses associated with operating the Richmond and Chattanooga stations in the Company’s consolidated financial statements; and (ii) excluded net revenues and station operating expenses associated with iHeart’s operation of the Seattle stations and Boston stations from the Company’s consolidated financial statements. As a result of this iHeartMedia Transaction, the Company will enter two new markets in Richmond, Virginia and Chattanooga, Tennessee. The results of operations of KZOK FM and KJAQ FM from N ovember 17, 2017 to December 18, 2017 are presented within discontinued operations as these stations were acquired from CBS Radio and were never operated by the Company and immediately qualified as held for sale. Refer to Note 19, Assets Held For Sale And Discontinued Operations, for additio nal information. 2017 Exchange Transaction: The Beasley Transaction On November 1, 2017, the Company entered into an agreement (the “Beasley Transaction”) with Beasley Broadcast Group (“Beasley”) to exchange a CBS Radio station (WBZ FM) in Boston, Massachu setts for another station in the same market (WMJX FM) and cash proceeds of $12.0 million. Concurrently with entering into the asset exchange agreement, the Company entered into a TBA to operate WMJX FM and included net revenues and stati on operating expenses in the Company’s consolidated financial statements for the period from December 4, 2017 through December 19, 2017. The results of operations of WBZ FM from November 17, 2017 to December 18, 2017 are presented within discontinued oper ations as this station was originally owned by CBS Radio and will never be a part of the Company’s continuing operations. Prior to the commencement of operations under the TBA, the Company contributed WBZ FM to a trust and the trust operated the station fo r a period of time. Refer to Note 19, Assets Held For Sale And Discontinued Operations, for additional information. In valuing the non-monetary assets that were part of the consideration transferred, the Company utilized the fair value as of the acq uisition date, with any excess of the purchase price over the net assets acquired reported as goodwill. The fair value of the acquired assets and liabilities was measured from the perspective of a market participant, applying the same methodology and type s of assumptions as described above. Applying these methodologies requires significant judgment. Summary o f iHeart a nd Beasley Transactions b y Radio Station
iHeartMedia Transaction
Market |  | Radio Stations |  | Transactions |  | TBA Commencement Date |  | Disposition or Acquisition Date
Richmond, VA |  | WRVA AM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Richmond, VA |  | WRXL FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Richmond, VA |  | WTVR FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Richmond, VA |  | WBTJ FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Richmond, VA |  | WRNL AM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Richmond, VA |  | WRVQ FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Chattanooga, TN |  | WKXJ FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Chattanooga, TN |  | WUSY FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Chattanooga, TN |  | WRXR FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Chattanooga, TN |  | WLND FM |  | Company acquired from iHeart |  | December 4, 2017 |  | December 19, 2017
Boston, MA |  | WBZ AM |  | Company divested to iHeart |  | November 18, 2017 |  | December 19, 2017
Boston, MA |  | WZLX FM |  | Company divested to iHeart |  | November 18, 2017 |  | December 19, 2017
Boston, MA |  | WRKO AM |  | Company divested to iHeart |  | Not Applicable |  | December 19, 2017
Boston, MA |  | WKAF FM |  | Company divested to iHeart |  | November 18, 2017 |  | December 19, 2017
Seattle, WA |  | KZOK FM |  | Company divested to iHeart |  | Not Applicable |  | December 19, 2017
Seattle, WA |  | KJAQ FM |  | Company divested to iHeart |  | Not Applicable |  | December 19, 2017
Seattle, WA |  | KFNQ AM |  | Company divested to iHeart |  | November 18, 2017 |  | December 19, 2017
Beasley Transaction
Market |  | Radio Stations |  | Transactions |  | TBA Commencement Date |  | Disposition or Acquisition Date
Boston, MA |  | WMJX FM |  | Company acquired from Beasley |  | December 4, 2017 |  | December 19, 2017
Boston, MA |  | WBZ FM |  | Company divested to Beasley |  | Not Applicable |  | December 19, 2017
Valuation of the iHeartMedia Transaction and The Beasley Transaction As discussed above, the Company completed a partial non-monetary transaction with Beasley and a non-monetary transaction with iHeart to exchange several radio stations in certain markets. In valuing the non-monetary assets that were part of the consideration transferred, the Company utilized the fair value as of the date the assets were exchanged. The allocations presented in the table below are based upon management’s estimate o f the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses, the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume an expected future growth rate of 1.0% and an estimated discount rate of 9.0%. The gross profit margins utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. The Company dete rmines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions ba sed on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess between the fair values of the net assets given up over the fair values of the net assets acquired was reported as goodwill. The following preliminary purchase price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be substantial.
Beasley Transaction
| Assets Acquired |  | Assets Disposed
| (amounts in thousands)
Assets |  |  |  |  |
Total property plant and equipment | $ | 667 |  | $ | 807
Total tangible assets |  | 667 |  |  | 807
Sports rights agreement |  | - |  |  | 267
Radio broadcasting licenses |  | 35,944 |  |  | 35,944
Goodwill |  | 289 |  |  | 11,882
Total intangible assets |  | 36,233 |  |  | 48,093
Additional cash consideration |  | 12,000 |  |  | -
Total value | $ | 48,900 |  | $ | 48,900
iHeart Transaction
| Assets Acquired |  | Assets Disposed
| (amounts in thousands)
Assets |  |  |  |  |
Total property plant and equipment | $ | 13,725 |  | $ | 8,149
Total tangible assets |  | 13,725 |  |  | 8,149
Acquired advertising contracts |  | 265 |  |  | -
Advertiser relationships |  | 1,041 |  |  | -
Radio broadcasting licenses |  | 50,621 |  |  | 56,299
Goodwill |  | 11,700 |  |  | 6,852
Total intangible assets |  | 63,627 |  |  | 63,151
Liabilities |  |  |  |  |
Unfavorable lease agreements assumed |  | (1,301) |  |  | -
Deferred tax liabilities |  | (4,751) |  |  | -
Total value | $ | 71,300 |  | $ | 71,300
2017 Local Marketing Agreement: The Bonneville Transaction On November 1, 2017, the Company assigned assets to a trust and the trust subsequently entered into two LMAs with Bonneville. The LMAs, which were effective upon the closing of the Merger, allow Bonneville to operate eight radio stations in the San Francisco, California and Sacramento, California markets. Of the eight radio stations to be operated by Bonneville, three were originally owned by the Company and the remaining five were originally own ed by CBS Radio. The Company conducted an analysis and determined the assets of the eight stations satisfied the criteria to be presented as assets held for sale at December 31, 2017. The stations which were acquired from CBS Radio and were never operated by the Company are included within discontinued operations. Refer to Note 19, Assets Held f or Sale a nd Discontinued Operations, for additional information. 2017 Charlotte Acquisition On January 6, 2017, the Company completed a transaction to acquire four radio stations in Charlotte, North Carolina from Beasley for a purchase price of $24 million in cash. The Company used cash on hand to fund the acquisition. On October 17, 2016, the Company entered into an asset purchase agreement and a TBA with Beasley to operate three of the four radio stations that were held in a trust (the “Charlott e Trust”). On November 1, 2016, the Company commenced operations of the radio stations held in the Charlotte Trust and began operating the fourth station upon closing on the acquisition with Beasley in January 2017. During the period of the TBA, the Com pany included net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses, the fair value estimates are based on, but not limited to, expected future revenue and cash flo ws that assume an expected future growth rate of 1.0% and an estimated discount rate of 9.0%. The gross profit margins utilized were considered appropriate based on management’s expectations and experience in equ ivalent sized markets. The Company determines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill. The purchase price allocations are based upon the valuation of assets and liabilities, which include the valuation of intangible assets, and are final. The following table reflec ts the final aggregate fair value purchase price allocation of these assets and liabilities.
|  | January 6, |  | Useful Lives in Years
Description |  | 2017 |  | From |  | To
|  | (amounts in |  |  |
|  | thousands) |  |  |
Assets |  |  |  |  |  |  |
Land |  | $ | 2,539 |  | non-depreciating
Buildings |  |  | 217 |  | 15 |  | 25
Equipment |  |  | 4,569 |  | 3 |  | 40
Total property plant and equipment |  |  | 7,325 |  |  |  |
Deferred tax asset |  |  | 287 |  | life of underlying asset
Radio broadcasting licenses and goodwill |  |  | 17,384 |  | non-amortizing
Total assets |  |  | 24,996 |  |  |  |
Liabilities |  |  |  |  |  |  |
Unfavorable lease liabilities |  |  | 735 |  | over remaining lease life
Deferred tax liability |  |  | 261 |  | life of underlying liability
Total liabilities |  |  | 996 |  |  |  |
Fair value of net assets acquired |  | $ | 24,000 |  |  |  |
2017 Disposition s In October 201 7, the Com pany divested three radio stations to EMF in order to facilitate the Merger. The Company disposed of equipment, radio broadcasting licenses, goodwill, and other assets across three of its markets for $57.8 million in cash. The Company reported a gain, net of expenses, of $2.5 million on the disposition of these assets. 2016 Disposition In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $3.8 million in cash. The Company believes that the sale of this station, with a marginal market share, did 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. 2015 Acquisitions Acquisition o f Lincoln Financial Media Company On July 16, 2015, the Company acquired under a Stock Purchase Agreement (“SPA”) with The Lincoln National Life Insurance Company the stock of one of its subsidiaries, Lincoln Financial Media Company (“Lincoln”), which hold through subsidiaries the assets and liabilities of radio stations serving the Atlanta, Denver, Miami and San Diego markets (the “Lincoln Acquisition”). The purchase price was $105.0 million of which: (1) $77.5 million was paid in cash using $42.0 million in borrowing under the Company’s Revolver together with cash on hand; and (2) $27.5 million was paid with the Company’s issuance of perpetual cumulative convertible preferred stock (“Preferred”). The SPA provided for a working capital reimburseme nt to Lincoln of $11.0 million before a working capital credit to the Company of $2.7 million. The SPA provide d for a step-up in basis for tax purposes. Three Denver radio stations acquired from Lincoln t ogether with another Denver radio station were included in an exchange transaction as further described below in this Note 3. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this acquisition provides the Company with an opportunity to increase its national footprint to compete more effectively for national business and to benefit from certain operational synergies. In addition, this acquisition allows for certain operational synergies in programming, sales and administration that were not available to Lincoln. The purchase price allocations are based upon a valuation of assets and liabilities, which include the valuation of acquired intangible assets and working capital. The following table reflects the final aggregate fair value purchase price allocation of these assets and liabilities.
|  | Purchase |  | Useful Lives in Years
Description |  | Price |  | From |  | To
|  | (amounts in thousands) |  |  |  |
Cash |  | $ | 2,246 |  |
Net accounts receivable |  |  | 11,933 |  | less than 1 year
Prepaid expenses, deposits and other |  |  | 970 |  | less than 1 year
Total current assets |  |  | 15,149 |  |  |  |
Land |  |  | 7,368 |  | non-depreciating
Land improvements |  |  | 87 |  | 15 |  | 15
Building |  |  | 1,067 |  | 15 |  | 25
Leasehold improvements |  |  | 973 |  | 2 |  | 11
Equipment and towers |  |  | 8,651 |  | 3 |  | 40
Furniture and fixtures |  |  | 29 |  | 5 |  | 5
Total tangible property |  |  | 18,175 |  |  |  |
Assets held for sale |  |  | 1,885 |  |  |  |
Other intangibles |  |  | 487 |  | 1 |  | 5
Broadcasting licenses |  |  | 79,209 |  | non-amortizing
Goodwill |  |  | 4,594 |  | non-amortizing
Deferred tax assets |  |  | 1,364 |  | over remaining lease life
Total intangible and other assets |  |  | 87,539 |  |  |  |
Total assets |  | $ | 120,863 |  |  |  |
Accounts payable |  | $ | 723 |  | less than 1 year
Accrued expenses |  |  | 3,466 |  | less than 1 year
Other current liabilities |  |  | 12 |  | less than 1 year
Total current liabilities |  |  | 4,201 |  |  |  |
Unfavorable contracts and other liabilities |  |  | 3,272 |  | over remaining lease life
Total liabilities acquired |  | $ | 7,473 |  |  |  |
Fair value of net assets acquired |  | $ | 113,390 |  |  |  |
The allocations presented in the table are base d upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume expected future growth rates of 1.0% to 1.5%; and an estimated discount rate of 9.6%. The gross profit margins are similar to the ranges used i n the Company’s second quarter 201 5 annual license impairment testing. The fair value for accounts receivable is net of an estimate for bad debts. The Company determines the fair value of the broadcasting licenses in each of these markets by relying on a d iscounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill. Exchange Transaction: Denver, Colorado, a nd Los Angeles, California On November 24, 2015, the Company completed an asset exchange agreement with Bonneville that was entered into on July 10, 2015. The Company divested four Denver, Colorado, radio stations as consideration by the Company in exchange for a radio station in Los Angeles, California (the “Bonneville Exchange”). The Company, which did not require cash to complete this transaction, acqui red: (1) one station in Los Angeles, which was a new market for the Company at the time of the transaction; and (2) five radio stations in the Denver market, which was an existing market for the Company at the time of the transaction. On July 17, 2015 th e Company entered into two TBAs. Pursuant to these TBAs, on July 17, 2015, the Company commenced operation of the Los Angeles station and Bonneville commenced operation of the Denver stations. During the period of the TBA s (July 17, 2015 through November 24, 2015), the Company: (i) include d net revenues and station operating expenses associated with the Company’s operati on of the Los Angeles station in the Company’s consolidated financial statements; and (ii) exclude d net revenues and station operating exp enses associated with Bonneville’s operati on of the Denver stations in the Company’s consolidated financial statements. The Company incurred no TBA expense to Bonneville for operation of the Los Angeles station and received $0.3 million of monthly TBA income from Bonneville during the period of the TBA. The Company did not consider the net revenues and station operating expenses to be material to the Company’s financial position, results of operations or cash flows. The following table reflects the final aggregate fair value purchase price allocation of these assets and liabilities.
|  | Purchase |  | Useful Lives in Years
Description |  | Price |  | From |  | To
|  | (amounts in |  |  |  |
|  | thousands) |  |  |  |
Other receivables |  | $ | 4,864 |  |  |  |
Equipment |  |  | 1,012 |  | 3 |  | 15
Furniture and fixtures |  |  | 121 |  | 5 |  | 5
Total tangible property |  |  | 1,133 |  |  |  |
Advertiser lists and customer relationships |  |  | 1 |  | 3 |  | 3
Trademarks and trade names |  |  | 2 |  | 5 |  | 5
Broadcasting licenses |  |  | 53,057 |  | non-amortizing
Goodwill |  |  | 266 |  | non-amortizing
Total intangible assets |  |  | 53,326 |  |  |  |
Total assets |  |  | 59,323 |  |  |  |
Unfavorable contract and lease liabilities |  |  | (323) |  | 1 |  | 4
Net assets acquired |  | $ | 59,000 |  |  |  |
Fair value of net assets acquired |  | $ | 59,000 |  |  |  |
The allocations presented in the table are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future rev enue and cash flows that assumes the expected future growth rate of 1.0% and an estimated discount rate of 9.2%. The gross profit margin range was similar to the ranges used in the Company’s second quarter 2015 annual impairment testing for broadcasting licenses. The Company determines the fair value of the broadcasting licenses in each of these markets by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held b y an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information fo r an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill. In valuing the non-monetary assets that were part of the consideration transferred, the Company utilized the fair valu e as of the acquisition date, with any excess of the purchase price over the net assets acquired reported as goodwill. The fair value was measured from the perspective of a market participant, applying the same methodology and types of assumptions as descr ibed above in estimating the fair value of the acquired assets and liabilities. Applying these methodologies requires significant judgment. The Company reported in the statements of operations for the year ended December 31, 2015 a non cash gain of $1.5 million under gain (loss) on sale or disposal of assets on the Denver assets provided as consideration, primarily from the non-Lincoln assets included in the exchange. Under purchase price accounting for the Lincoln and Bonneville acquisitions, the Company recorded unfavorable lease and contract liabilities for studio and transmitter site property leases and vendor contracts as these contracts contained terms that were considered to be above market rates. The unfavorable liabilities are reflected in other long-term liabilities in the consolidated balance sheets and are amortized as a reduction to station operating expenses on a straight-line basis over the lives of the leases and contracts. The future amortization of unfavorable leases and contracts is as follows:
| As of
| December 31,
| 2017
| (amounts in
| thousands)
Years ending December 31, |  |
2018 | $ | 295
2019 |  | 167
2020 |  | 147
2021 |  | 91
2022 |  | 80
Thereafter |  | 346
| $ | 1,126
Summary o f Lincoln a nd Bonneville Transactions b y Radio Station
Bonneville Exchange
Markets |  | Radio Stations |  | Transactions
Los Angeles, CA |  | KSWD FM |  | Company acquired from Bonneville
Denver, CO |  | KOSI FM |  | Company disposed to Bonneville
Denver, CO |  | KYGO FM; KEPN AM |  | Company disposed to Bonneville
Denver, CO |  | KKFN FM |  | The trust disposed to Bonneville
Lincoln Acquisition
Markets |  | Radio Stations |  | Transactions
Denver, CO |  | KKFN FM |  | The trust acquired from Lincoln
Denver, CO |  | KYGO FM; KEPN AM |  | Company acquired from Lincoln
Denver, CO |  | KQKS FM; KRWZ AM |  | Company acquired from Lincoln
Atlanta, GA |  | WSTR FM; WQXI AM |  | Company acquired from Lincoln
Miami, FL |  | WAXY AM/FM; WLYF FM; WMXJ FM |  | Company acquired from Lincoln
San Diego, CA |  | KBZT FM; KSON FM/KSOQ FM; KIFM FM |  | Company acquired from Lincoln
Merger a nd Acquisition Costs Merger and acquisition costs and restructuring charges were expensed as separate line items in the statement of operations. The Company records merger and acquisition costs whether or not an acquisition occurs. These costs incurred in 2017 and 2016 consist primarily of legal, professional and advisory services related to the Company’s Merger with CBS Radio. Costs incurred in 2015 consist primarily of legal, professional and advisory services related to the Lincoln Acquisiti on and the Bonneville Exchange.
| Years Ended
| December 31,
| 2017 |  | 2016 |  | 2015
| (amounts in thousands)
Costs to exit duplicative contracts | $ | 500 |  | $ | - |  | $ | 646
Workforce reduction |  | 10,441 |  |  | - |  |  | 1,538
Lease abandonment costs |  | 2,874 |  |  | - |  |  | 687
Other restructuring costs |  | 147 |  |  | - |  |  | -
Changes in estimates |  | - |  |  | - |  |  | (13)
Total restructuring charges | $ | 13,962 |  | $ | - |  | $ | 2,858
Transition services costs | $ | 2,960 |  | $ | - |  | $ | -
Total restructuring charges and transition services | $ | 16,922 |  | $ | - |  | $ | 2,858
Merger and acquisition costs | $ | 41,313 |  | $ | 708 |  |  | 3,978
Merger & acquisition costs, restructuring charges and transition services | $ | 58,235 |  | $ | 708 |  | $ | 6,836
Restructuring Costs During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of the CBS Radio stations acquired in November 2017. The restructuring plan included: (1) a workforce reduction and realignment charges that included one-time termination benefits and related costs; (2) lease abandonment costs as described below; and (3) costs associated with realigning radio stations within the overlap markets between CBS Radi o and the Company. The estimated amount of unpaid restructuring charges as of December 31, 2017 were included in accrued expenses as these expenses are expected to be paid in less than one year. The Company could incur additional restructuring costs in 2018 under this plan, however, these costs cannot be determined at this time. In connection with the sale of a radio station and the consolidation of studio facilities in a few markets, the Company abandoned certain leases. T he Company computed the present value of the remaining lease payments of the lease and recorded lease abandonment costs. These lease abandonment costs include future lease liab ilities offset by estimated sublease income. Due to the timing of the lease expiration s, the Company assumed there is minimal sublease income. The Company will continue to evaluate the opportunities to sublease this space and revise its sublease estimate s accordingly. Any increase in the estimate of sublease income will be reflected through the income statement and such amount will also reduce the lease abandonment liability. T he leases expire in 2019. During the third and fourth quarters of 2015, the Company initiated a restructuring plan primarily as a result of the integration of the Lincoln radio stations acquired in July 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 as described below. The estimated amount of unpaid restructuring charges as of December 31, 2017 were incl uded in accrued expenses as these expenses are expected to be paid in less than one year. In connection with the Lincoln acquisition, the Company assumed a studio lease in one of its markets that included excess space. During the fourth quarter of 2015, the Company ceased using a portion of the space after analyzing its future needs as well as comparing its space utilization in other of the Company’s markets. As a result, the Company recorded a lease abandonment expense during the fourth quarter of 2015. Lease abandonment costs include future lease liabilities offset by estimated sublease income. Due to the location of the space in an area of the city that is not considered prime, including a very high vacancy rate in the existing and neighboring build ing in a soft rental market that is expected to continue throughout the remaining term of the lease, the Company did not include an estimate to sublease any of the space. The Company will continue to evaluate the opportunities to sublease this space and re vise its sublease estimates accordingly. Any increase in the estimate of sublease income will be reflected through the income statement and such amount will also reduce the lease abandonment liability. The lease expires in the year 2026. The lease liabi lity is discounted using a credit risk adjusted basis utilizing the estimated rental cash flows over the remaining term of the agreement.
| Years ended December 31,
| 2017 |  | 2016
| (amounts in thousands)
Restructuring charges and lease abandonment costs, beginning balance | $ | 650 |  | $ | 1,686
Additions resulting from the integration of CBS Radio |  | 15,005 |  |  | -
Restructuring charges assumed from the Merger |  | 1,095 |  |  | -
Reduction |  | (664) |  |  | (1,036)
Restructuring charges and lease abandonment costs unpaid and outstanding |  | 16,086 |  |  | 650
Less restructuring charges and lease abandonment costs over a long-term period |  | (4,413) |  |  | (576)
Restructuring charges and lease abandonment costs over a short-term period | $ | 11,673 |  | $ | 74
Unaudited Pro Forma Summary o f Financial Information The following pro forma information presents the consolidated results of operations as if the business combinations in 2017 had occurred as of January 1, 2016, 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 to fund the acquisitions which would have been incurred had such acquisitions occurred as of January 1, 2016; and (5) merger and acquisition costs and restructuring charges. For purposes of this presentation, the pro forma data excludes: (1) stations divest ed to iHeart and Beasley in the iHeartMedia Transaction and the Beasley Transaction as these stations were exchanged for the radio station s acquired in the Chattanooga, Richmond and Boston markets; and (2) stations acquired from CBS Radio that were operate d by Bonneville under two LMAs as these results were reflected under income from discontinued operations. In addition, the pro forma data includes: (1) the stations acquired in the Richmond, VA and Chattanooga, TN markets in the iHeartMedia Transaction; (2) the station acquired in the Beasley Transaction; (3) the CBS Radio stations acquired in the Merger (except as otherwise separately excluded as described above) and (4) the stations acquired in Charlotte, NC. Pro forma data for 2015 reflects the Lincoln Acquisition as if the business combination had occurred as of January 1, 2015. These unaudited pro forma results have bee n 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.
| Years Ended December 31,
| 2017 |  |  | 2016 |  | 2015
| (amounts in thousands, except per share data)
| Pro Forma |  | Pro Forma |  | Pro Forma
Net revenues | $ | 1,580,934 |  | $ | 1,656,123 |  | $ | 442,485
Income (loss) from continuing operations | $ | 422,901 |  | $ | (587,393) |  | $ | 33,050
Income (loss) from discontinued operations | $ | 836 |  | $ | - |  | $ | -
Net income (loss) available to the Company | $ | 423,737 |  | $ | (587,393) |  | $ | 33,050
Net income (loss) available to common shareholders | $ | 421,722 |  | $ | (589,294) |  | $ | 30,850
Income (loss) from continuing operations |  |  |  |  |  |  |  |
per common share - basic | $ | 3.01 |  | $ | (4.20) |  | $ | 0.81
Income (loss) from discontinued operations |  |  |  |  |  |  |  |
per common share - basic | $ | 0.01 |  | $ | - |  | $ | -
Net income (loss) available to common shareholders |  |  |  |  |  |  |  |
per common share - basic | $ | 3.01 |  | $ | (4.21) |  | $ | 0.81
Income (loss) from continuing operations |  |  |  |  |  |  |  |
per common share - diluted | $ | 3.02 |  | $ | (4.20) |  | $ | 0.79
Income (loss) from discontinued operations |  |  |  |  |  |  |  |
per common share - diluted | $ | 0.01 |  | $ | - |  | $ | -
Net income (loss) available to common shareholders |  |  |  |  |  |  |  |
per common share - diluted | $ | 3.01 |  | $ | (4.21) |  | $ | 0.79
Weighted shares outstanding basic |  | 140,298 |  |  | 139,908 |  |  | 38,084
Weighted shares outstanding diluted |  | 141,790 |  |  | 139,908 |  |  | 39,038
Conversion of preferred stock for dilutive purposes |  |  |  |  |  |  |  |
under the as if method | dilutive |  | anti-dilutive |  | anti-dilutive

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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