v3.8.0.1

ACQUISITIONS AND OTHER (Block)

12 Months Ended

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 merged 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 was 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 the 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, certain 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 acquired 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 accounting. 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 Distribution 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 considered 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 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 goodwill recorded reflects our expectations of our ability to gain access to and penetrate CBS Radio’s customer 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 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 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 leases 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 the 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 Company 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 Company, 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 November 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 additional 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, Massachusetts 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 station 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 operations 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 for 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 acquisition 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 types of assumptions as described above. Applying these methodologies requires significant judgment.

Summary of iHeart and Beasley Transactions by 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 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 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 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 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 owned 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 for Sale and 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 “Charlotte 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 Company 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 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 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 reflects 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 Dispositions

In October 2017, the Company 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 of 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 reimbursement to Lincoln of $11.0 million before a working capital credit to the Company of $2.7 million. The SPA provided for a step-up in basis for tax purposes.

Three Denver radio stations acquired from Lincoln together 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 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 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 in the Company’s second quarter 2015 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 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.

Exchange Transaction: Denver, Colorado, and 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, acquired: (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 the 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 TBAs (July 17, 2015 through November 24, 2015), the Company: (i) included net revenues and station operating expenses associated with the Company’s operation of the Los Angeles station in the Company’s consolidated financial statements; and (ii) excluded net revenues and station operating expenses associated with Bonneville’s operation 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 revenue 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 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.

In valuing the non-monetary assets that were part of the consideration transferred, the Company utilized the fair value 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 described 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 of Lincoln and Bonneville Transactions by 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 and 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 Acquisition 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 Radio 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. The 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 liabilities offset by estimated sublease income. Due to the timing of the lease expirations, the Company assumed there is minimal sublease income. The Company will continue to evaluate the opportunities to sublease this space and revise 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 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 included 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 building 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 revise 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 liability 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 of 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 divested to iHeart and Beasley in the iHeartMedia Transaction and the Beasley Transaction as these stations were exchanged for the radio stations acquired in the Chattanooga, Richmond and Boston markets; and (2) stations acquired from CBS Radio that were operated 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 been 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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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.

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