ACQUISITIONS AND DISPOSITIONS OF ASSETS

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS AND DISPOSITIONS OF ASSETS

ACQUISITIONS AND DISPOSITIONS OF ASSETS:

Acquisitions. In February 2021, we acquired ZypMedia for approximately $7 million in cash. The acquired assets and liabilities were recorded at fair value as of the closing date of the transaction.

Dispositions. In February 2021, we sold two of our television broadcast stations, WDKA-TV in Paducah, KY and KBSI-TV in Cape Girardeau, MO, for an aggregate sales price of $28 million. We recorded a gain of $12 million for the nine months ended September 30, 2021, which is included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations.

In June 2021, we sold our controlling interest in Triangle Sign & Service, LLC (Triangle) for $12 million. We recognized a gain on the sale of Triangle of $6 million, of which $3 million was attributable to noncontrolling interests, for the nine months ended September 30, 2021. These amounts are included in gain on asset dispositions and other, net of impairment, and net loss (income) attributable to the noncontrolling interests, respectively, in our consolidated statements of operations.

In September 2021, we sold four of our radio broadcast stations, KOMO-FM, KOMO-AM, KPLZ-FM and KVI-AM in Seattle, WA, for consideration valued at $13 million. We recorded a gain of $1 million for both the three and nine months ended September 30, 2021, which is included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations.

Broadcast Incentive Auction. In 2012, Congress authorized the Federal Communications Commission (FCC) to conduct so-called "incentive auctions" to auction and re-purpose broadcast television spectrum for mobile broadband use. Pursuant to the auction, television broadcasters submitted bids to receive compensation for relinquishing all or a portion of their rights in the television spectrum of their full-service and Class A stations. Low power stations were not eligible to participate in the auction and are not protected and therefore may be displaced or forced to go off the air as a result of the post-auction repacking process.

In March 2016, the FCC began the repacking process associated with the auction, in which the FCC reassigned some stations to new post-auction channels. We do not expect reassignment to new channels to have a material impact on our coverage. As part of that process, we received notification from the FCC that 100 of our stations have been assigned to new channels. Legislation has provided the FCC with a $3 billion fund to reimburse reasonable costs incurred by stations that are reassigned to new channels in the repack. We expect that the reimbursements from the fund will cover the majority of our expenses related to the repack. We recorded gains related to reimbursements for spectrum repack costs incurred of $3 million and $22 million for the three and nine months ended September 30, 2021, respectively, and $20 million and $72 million for the three and nine months ended September 30, 2020, respectively, which are included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations. Capital expenditures related to the spectrum repack were $1 million and $10 million for the three and nine months ended September 30, 2021, respectively, and $13 million and $54 million for the three and nine months ended September 30, 2020, respectively.

In December 2020, the FCC began a similar repacking process associated with a portion of the C-Band spectrum in order to free up this spectrum for the use of 5G wireless services. The repack is scheduled to be completed in two phases, the first ending on December 31, 2021 and the second on December 31, 2023. We entered into an agreement with a communications provider in which we will receive all necessary equipment to complete the repack process at a maximum cost to us of $15 million. We expect to recognize a gain equal to the fair value of the equipment that we receive at no cost in the fourth quarter of 2021.