FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures Abstract

Fair Value Disclosures Text Block

12.FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels.

		Fair Value Measurements At Reporting Date

					Quoted prices			Significant			Significant			Measured at
		Balance at			in active			other observable			unobservable			Net Asset Value
		September 30,			markets			inputs			inputs			as a Practical
Description		2019			Level 1			Level 2			Level 3			Expedient ⁽²⁾
		(amounts in thousands)
Liabilities
Deferred compensation plan liabilities ⁽¹⁾		$	31,150		$	23,746		$	-		$	-		$	7,404
Interest Rate Cash Flow Hedge ⁽³⁾		$	784		$	-		$	784		$	-		$	-

					Quoted prices			Significant			Significant			Measured at
		Balance at			in active			other observable			unobservable			Net Asset Value
		December 31,			markets			inputs			inputs			as a Practical
Description		2018			Level 1			Level 2			Level 3			Expedient ⁽²⁾
		(amounts in thousands)
Liabilities
Deferred compensation plan liabilities ⁽¹⁾		$	30,928		$	23,476		$	-		$	-		$	7,452

(1)The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options.

(2)The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy.

(3)The Company’s interest rate collar, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

Non-Recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

As discussed in Note 5, Intangible Assets And Goodwill, the Company voluntarily changed the date of its annual impairment test for its broadcasting licenses and goodwill. As a result of this change, the Company did not determine the fair value of its broadcasting licenses and goodwill during the quarter ended June 30, 2019. During the quarter ended June 30, 2018, the Company reviewed the fair value of its broadcasting licenses and goodwill, and concluded that its broadcasting licenses were not impaired as the fair value of these assets equaled or exceeded their carrying value. During the second quarter of 2018, the Company concluded that the fair value of goodwill exceeded the carrying value of goodwill and determined that no goodwill impairment charge was required.

Subsequent to the annual impairment test conducted during the second quarter of 2018, the Company determined that a sustained decrease in the Company’s share price required the Company to conduct an interim impairment assessment on its broadcasting licenses and goodwill. This interim impairment conducted during the fourth quarter of 2018 indicated that the carrying value of the Company’s goodwill and broadcasting licenses exceeded their respective carrying amount. Accordingly, the Company recorded a $147.9 million impairment charge ($108.8 million, net of tax) on its broadcasting licenses and a $317.1 million impairment ($314.4 million, net of tax) on its goodwill in the fourth quarter of 2018. Refer to Note 5, Intangible Assets and Goodwill, for additional information.

There were no events or changes in circumstances which indicated the Company’s investments, property and equipment, or other intangible assets may not be recoverable, other than as described below.

During the second quarter of 2018, the Company recorded a $2.1 million impairment charge related to assets expected to be disposed of in one of its markets.

During the second quarter of 2018, events or circumstances changed which indicated that a portion of the Company’s assets which had been classified as held for sale may not be recoverable. Accordingly, the Company estimated the fair value of these assets and recognized an impairment charge of $26.9 million. Refer to Note 13, Assets Held For Sale And Discontinued Operations, for additional information.

Fair Value of Financial Instruments Subject to Disclosures

The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities.

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated:

		September 30,						December 31,
		2019						2018
		Carrying			Fair			Carrying			Fair
		Value			Value			Value			Value
		(amounts in thousands)

Term B Loans ⁽¹⁾		$	866,700		$	867,783		$	1,291,700		$	1,243,261
Revolver ⁽²⁾		$	134,000		$	134,000		$	180,000		$	180,000
Senior Notes ⁽³⁾		$	400,000		$	415,500		$	400,000		$	378,000
Notes ⁽⁴⁾		$	325,000		$	338,406		$	-		$	-
Other debt ⁽⁵⁾		$	881					$	912
Letters of credit ⁽⁵⁾		$	5,862					$	5,862

The following methods and assumptions were used to estimate the fair value of financial instruments:

⁽¹⁾The Company’s determination of the fair value of the Term B-1 Loans was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽²⁾The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽³⁾The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market. The Senior Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽⁴⁾The Company utilizes a Level 2 valuation input based upon the market trading prices of the Notes to compute the fair value as these Notes are traded in the debt securities market. The Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽⁵⁾The Company does not believe it is practicable to estimate the fair value of the other debt or the outstanding standby letters of credit.

Investments Valued Under the Measurement Alternative

There was no material change in the carrying value of the Company’s investments valued under the measurement alternative since the year ended December 31, 2018, other than as described below.

During the second quarter of 2019, the Company purchased a minority ownership interest in AnalyticOwl, a company whose attribution platform facilitates tracking for broadcast advertising, for $1.5 million.

The following table presents the Company’s investments valued under the measurement alternative:

		Investments Valued Under the
		Measurement Alternative
		September 30,			December 31,
		2019			2018
			(amounts in thousands)
Investment balance before cumulative
impairment as of January 1,		$	11,205		$	9,955
Accumulated impairment as of January 1,			-			-
Investment beginning balance after cumulative
impairment as of January 1,			11,205			9,955
Acquisition of interest in a privately held company			1,500			1,250
Ending period balance		$	12,705		$	11,205

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details