|
|
Maryland
(State or other jurisdiction of
Incorporation or organization)
|
|
52-1494660
(I.R.S. Employer Identification No.)
|
Yes
x
|
|
No
o
|
Yes
x
|
|
No
o
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Yes
o
|
|
No
x
|
Title of each class
|
|
Number of shares outstanding as of
May 9, 2016
|
Class A Common Stock
|
|
69,102,681
|
Class B Common Stock
|
|
25,928,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Our consolidated total assets as of
March 31, 2016
and
December 31, 2015
include total assets of variable interest entities (VIEs) of
$148.0 million
and
$152.4 million
, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of
March 31, 2016
and
December 31, 2015
include total liabilities of the VIEs of
$34.0 million
and
$35.6 million
, respectively, for which the creditors of the VIEs have no recourse to us. See
Note 1. Nature of Operations and Summary of Significant Accounting Policies
.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
REVENUES:
|
|
|
|
|
|
||
Media revenues
|
$
|
531,323
|
|
|
$
|
464,751
|
|
Revenues realized from station barter arrangements
|
26,510
|
|
|
20,959
|
|
||
Other non-media revenues
|
21,056
|
|
|
19,065
|
|
||
Total revenues
|
578,889
|
|
|
504,775
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
||
Media production expenses
|
215,877
|
|
|
171,571
|
|
||
Media selling, general and administrative expenses
|
115,009
|
|
|
102,241
|
|
||
Expenses recognized from station barter arrangements
|
22,925
|
|
|
17,412
|
|
||
Amortization of program contract costs and net realizable value adjustments
|
33,460
|
|
|
30,391
|
|
||
Other non-media expenses
|
17,697
|
|
|
14,913
|
|
||
Depreciation of property and equipment
|
24,035
|
|
|
25,189
|
|
||
Corporate general and administrative expenses
|
21,341
|
|
|
16,038
|
|
||
Amortization of definite-lived intangible and other assets
|
43,765
|
|
|
39,980
|
|
||
Research and development expenses
|
1,101
|
|
|
2,515
|
|
||
Gain on asset disposition
|
(2,660
|
)
|
|
(22
|
)
|
||
Total operating expenses
|
492,550
|
|
|
420,228
|
|
||
Operating income
|
86,339
|
|
|
84,547
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||
Interest expense and amortization of debt discount and deferred financing costs
|
(49,415
|
)
|
|
(46,648
|
)
|
||
Income from equity and cost method investments
|
423
|
|
|
3,146
|
|
||
Other income, net
|
462
|
|
|
218
|
|
||
Total other expense, net
|
(48,530
|
)
|
|
(43,284
|
)
|
||
Income before income taxes
|
37,809
|
|
|
41,263
|
|
||
INCOME TAX PROVISION
|
(12,180
|
)
|
|
(16,427
|
)
|
||
NET INCOME
|
25,629
|
|
|
24,836
|
|
||
Net income attributable to the noncontrolling interests
|
(1,489
|
)
|
|
(554
|
)
|
||
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP
|
$
|
24,140
|
|
|
$
|
24,282
|
|
Dividends declared per share
|
$
|
0.165
|
|
|
$
|
0.165
|
|
BASIC AND DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
0.25
|
|
|
$
|
0.26
|
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
Weighted average common shares outstanding
|
94,701
|
|
|
95,131
|
|
||
Weighted average common and common equivalent shares outstanding
|
95,614
|
|
|
95,771
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
25,629
|
|
|
$
|
24,836
|
|
Amortization of net periodic pension benefit costs, net of taxes
|
—
|
|
|
84
|
|
||
Comprehensive income
|
25,629
|
|
|
24,920
|
|
||
Comprehensive income attributable to the noncontrolling interests
|
(1,489
|
)
|
|
(554
|
)
|
||
Comprehensive income attributable to Sinclair Broadcast Group
|
$
|
24,140
|
|
|
$
|
24,366
|
|
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
(Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, December 31, 2014
|
69,578,899
|
|
|
$
|
696
|
|
|
25,928,357
|
|
|
$
|
259
|
|
|
$
|
979,202
|
|
|
$
|
(545,820
|
)
|
|
$
|
(6,455
|
)
|
|
$
|
(22,539
|
)
|
|
$
|
405,343
|
|
Dividends declared and paid on Class A and Class B Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,715
|
)
|
|
—
|
|
|
—
|
|
|
(15,715
|
)
|
|||||||
Repurchases of Class A Common Stock
|
(304,787
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(7,800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,803
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
217,803
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
7,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,826
|
|
|||||||
Tax benefit on share based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,819
|
)
|
|
(2,819
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,282
|
|
|
—
|
|
|
554
|
|
|
24,836
|
|
|||||||
BALANCE, March 31, 2015
|
69,491,915
|
|
|
$
|
695
|
|
|
25,928,357
|
|
|
$
|
259
|
|
|
$
|
979,914
|
|
|
$
|
(537,253
|
)
|
|
$
|
(6,371
|
)
|
|
$
|
(24,804
|
)
|
|
$
|
412,440
|
|
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
(Deficit)
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, December 31, 2015
|
68,792,483
|
|
|
$
|
688
|
|
|
25,928,357
|
|
|
$
|
259
|
|
|
$
|
962,726
|
|
|
$
|
(437,029
|
)
|
|
$
|
(834
|
)
|
|
$
|
(26,132
|
)
|
|
$
|
499,678
|
|
Cumulative effect of adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
2,264
|
|
|||||||
Dividends declared and paid on Class A and Class B Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,675
|
)
|
|
—
|
|
|
—
|
|
|
(15,675
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
279,618
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
10,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,509
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,713
|
)
|
|
(2,713
|
)
|
|||||||
Issuance of subsidiary stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
206
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,140
|
|
|
—
|
|
|
1,489
|
|
|
25,629
|
|
|||||||
BALANCE, March 31, 2016
|
69,072,101
|
|
|
$
|
691
|
|
|
25,928,357
|
|
|
$
|
259
|
|
|
$
|
973,663
|
|
|
$
|
(426,731
|
)
|
|
$
|
(834
|
)
|
|
$
|
(27,150
|
)
|
|
$
|
519,898
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
25,629
|
|
|
$
|
24,836
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation of property and equipment
|
24,035
|
|
|
25,189
|
|
||
Amortization of definite-lived intangible and other assets
|
43,765
|
|
|
39,980
|
|
||
Amortization of program contract costs and net realizable value adjustments
|
33,460
|
|
|
30,391
|
|
||
Stock-based compensation expense
|
6,328
|
|
|
7,057
|
|
||
Deferred tax benefit
|
(957
|
)
|
|
(9,963
|
)
|
||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Decrease in accounts receivable
|
26,918
|
|
|
19,619
|
|
||
Increase in prepaid expenses and other current assets
|
(18,933
|
)
|
|
(10,472
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
10,932
|
|
|
(13,185
|
)
|
||
Net change in net income taxes payable/receivable
|
9,854
|
|
|
29,786
|
|
||
Payments on program contracts payable
|
(28,615
|
)
|
|
(27,624
|
)
|
||
Other, net
|
1,599
|
|
|
(1,762
|
)
|
||
Net cash flows from operating activities
|
134,015
|
|
|
113,852
|
|
||
|
|
|
|
||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property and equipment
|
(25,851
|
)
|
|
(23,648
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(384,659
|
)
|
|
(150
|
)
|
||
Purchase of alarm monitoring contracts
|
(7,017
|
)
|
|
(5,744
|
)
|
||
Investments in equity and cost method investees
|
(19,874
|
)
|
|
(2,945
|
)
|
||
Loans to affiliates
|
(19,500
|
)
|
|
—
|
|
||
Other, net
|
2,265
|
|
|
4,574
|
|
||
Net cash flows used in investing activities
|
(454,636
|
)
|
|
(27,913
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from notes payable and commercial bank financing
|
598,850
|
|
|
7,866
|
|
||
Repayments of notes payable, commercial bank financing and capital leases
|
(261,230
|
)
|
|
(25,055
|
)
|
||
Dividends paid on Class A and Class B Common Stock
|
(15,675
|
)
|
|
(15,715
|
)
|
||
Repurchase of outstanding Class A Common Stock
|
—
|
|
|
(7,803
|
)
|
||
Other, net
|
(9,772
|
)
|
|
(5,071
|
)
|
||
Net cash flows from (used in) financing activities
|
312,173
|
|
|
(45,778
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(8,448
|
)
|
|
40,161
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
149,972
|
|
|
17,682
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
141,524
|
|
|
$
|
57,843
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
490
|
|
|
$
|
490
|
|
Accounts receivable
|
16,800
|
|
|
21,719
|
|
||
Current portion of program contract costs
|
9,989
|
|
|
13,287
|
|
||
Prepaid expenses and other current assets
|
390
|
|
|
331
|
|
||
Total current assets
|
27,669
|
|
|
35,827
|
|
||
|
|
|
|
||||
PROGRAM CONTRACT COSTS, less current portion
|
3,570
|
|
|
4,541
|
|
||
PROPERTY AND EQUIPMENT, net
|
9,224
|
|
|
7,609
|
|
||
GOODWILL
|
791
|
|
|
787
|
|
||
INDEFINITE-LIVED INTANGIBLE ASSETS
|
15,684
|
|
|
17,599
|
|
||
DEFINITE-LIVED INTANGIBLE ASSETS, net
|
84,124
|
|
|
79,086
|
|
||
OTHER ASSETS
|
6,924
|
|
|
6,924
|
|
||
Total assets
|
$
|
147,986
|
|
|
$
|
152,373
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
1,274
|
|
|
$
|
1,240
|
|
Current portion of notes payable, capital leases and commercial bank financing
|
3,694
|
|
|
3,687
|
|
||
Current portion of program contracts payable
|
10,261
|
|
|
12,627
|
|
||
Total current liabilities
|
15,229
|
|
|
17,554
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
||
Notes payable, capital leases and commercial bank financing, less current portion
|
23,699
|
|
|
24,594
|
|
||
Program contracts payable, less current portion
|
12,765
|
|
|
13,679
|
|
||
Other long-term liabilities
|
9,681
|
|
|
8,067
|
|
||
Total liabilities
|
$
|
61,374
|
|
|
$
|
63,894
|
|
Cash
|
$
|
5,111
|
|
Accounts receivable
|
17,629
|
|
|
Prepaid expenses and other current assets
|
6,318
|
|
|
Property and equipment
|
5,964
|
|
|
Definite-lived intangible assets
|
111,528
|
|
|
Indefinite-lived intangible assets
|
36,500
|
|
|
Restricted cash
|
200
|
|
|
Other assets
|
619
|
|
|
Deferred tax asset
|
33,678
|
|
|
Accounts payable and accrued liabilities
|
(7,414
|
)
|
|
Capital leases
|
(115
|
)
|
|
Other long term liabilities
|
(1,669
|
)
|
|
Fair value of identifiable net assets acquired
|
208,349
|
|
|
Goodwill
|
148,140
|
|
|
Total
|
$
|
356,489
|
|
Customer relationships
|
$
|
107,300
|
|
Other intangible assets
|
4,228
|
|
|
Fair value of identifiable definite-lived intangible assets acquired
|
$
|
111,528
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Total revenues
|
$
|
593,381
|
|
|
$
|
524,282
|
|
Net Income
|
$
|
25,822
|
|
|
$
|
25,404
|
|
Net Income attributable to Sinclair Broadcast Group
|
$
|
24,333
|
|
|
$
|
24,850
|
|
Basic earnings per share attributable to Sinclair Broadcast Group
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Diluted earnings per share attributable to Sinclair Broadcast Group
|
$
|
0.25
|
|
|
$
|
0.26
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2016
|
|
2015
|
|
||||
Income (Numerator)
|
|
|
|
|
|
|
||
Net Income
|
$
|
25,629
|
|
|
$
|
24,836
|
|
|
Net (income) loss attributable to noncontrolling interests
|
(1,489
|
)
|
|
(554
|
)
|
|
||
Numerator for diluted earnings per common share available to common shareholders
|
$
|
24,140
|
|
|
$
|
24,282
|
|
|
|
|
|
|
|
||||
Shares (Denominator)
|
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
94,701
|
|
|
95,131
|
|
|
||
Dilutive effect of stock-settled appreciation rights, restricted stock awards and outstanding stock options
|
913
|
|
|
640
|
|
|
||
Weighted-average common and common equivalent shares outstanding
|
95,614
|
|
|
95,771
|
|
|
For the three months ended March 31, 2016
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
546,833
|
|
|
$
|
32,056
|
|
|
$
|
—
|
|
|
$
|
578,889
|
|
Depreciation of property and equipment
|
|
22,748
|
|
|
1,021
|
|
|
266
|
|
|
24,035
|
|
||||
Amortization of definite-lived intangible assets and other assets
|
|
39,770
|
|
|
3,995
|
|
|
—
|
|
|
43,765
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
33,460
|
|
|
—
|
|
|
—
|
|
|
33,460
|
|
||||
General and administrative overhead expenses
|
|
20,447
|
|
|
545
|
|
|
349
|
|
|
21,341
|
|
||||
Research and development
|
|
—
|
|
|
1,101
|
|
|
—
|
|
|
1,101
|
|
||||
Operating income (loss)
|
|
98,041
|
|
|
(11,087
|
)
|
|
(615
|
)
|
|
86,339
|
|
||||
Interest expense
|
|
1,482
|
|
|
1,476
|
|
|
46,457
|
|
|
49,415
|
|
||||
Income from equity and cost method investments
|
|
—
|
|
|
423
|
|
|
—
|
|
|
423
|
|
||||
Assets
|
|
4,807,977
|
|
|
754,875
|
|
|
184,346
|
|
|
5,747,198
|
|
For the three months ended March 31, 2015
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
485,052
|
|
|
$
|
19,723
|
|
|
$
|
—
|
|
|
$
|
504,775
|
|
Depreciation of property and equipment
|
|
24,177
|
|
|
733
|
|
|
279
|
|
|
25,189
|
|
||||
Amortization of definite-lived intangible assets and other assets
|
|
37,891
|
|
|
2,089
|
|
|
—
|
|
|
39,980
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
30,391
|
|
|
—
|
|
|
—
|
|
|
30,391
|
|
||||
General and administrative overhead expenses
|
|
14,907
|
|
|
279
|
|
|
852
|
|
|
16,038
|
|
||||
Research and development
|
|
—
|
|
|
2,515
|
|
|
—
|
|
|
2,515
|
|
||||
Operating income (loss)
|
|
92,042
|
|
|
(6,364
|
)
|
|
(1,131
|
)
|
|
84,547
|
|
||||
Interest expense
|
|
—
|
|
|
1,075
|
|
|
45,573
|
|
|
46,648
|
|
||||
Income from equity and cost method investments
|
|
—
|
|
|
3,146
|
|
|
—
|
|
|
3,146
|
|
•
|
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
||||
6.375% Senior Unsecured Notes due 2021
|
$
|
350,000
|
|
|
$
|
373,625
|
|
|
$
|
350,000
|
|
|
$
|
367,325
|
|
6.125% Senior Unsecured Notes due 2022
|
500,000
|
|
|
526,250
|
|
|
500,000
|
|
|
512,500
|
|
||||
5.875% Senior Unsecured Notes due 2026
|
350,000
|
|
|
360,063
|
|
|
—
|
|
|
—
|
|
||||
5.625% Senior Unsecured Notes due 2024
|
550,000
|
|
|
559,284
|
|
|
550,000
|
|
|
539,000
|
|
||||
5.375% Senior Unsecured Notes due 2021
|
600,000
|
|
|
619,500
|
|
|
600,000
|
|
|
605,658
|
|
||||
Term Loan A
|
304,433
|
|
|
301,008
|
|
|
313,620
|
|
|
308,916
|
|
||||
Term Loan B
|
1,372,711
|
|
|
1,367,706
|
|
|
1,376,007
|
|
|
1,365,461
|
|
||||
Debt of variable interest entities
|
25,811
|
|
|
25,811
|
|
|
26,682
|
|
|
26,682
|
|
||||
Debt of other operating divisions
|
122,637
|
|
|
122,637
|
|
|
120,969
|
|
|
120,969
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
105,318
|
|
|
$
|
10,053
|
|
|
$
|
26,153
|
|
|
$
|
—
|
|
|
$
|
141,524
|
|
Accounts receivable
|
18
|
|
|
—
|
|
|
391,581
|
|
|
26,719
|
|
|
(1,258
|
)
|
|
417,060
|
|
||||||
Other current assets
|
1,787
|
|
|
6,831
|
|
|
97,006
|
|
|
20,871
|
|
|
(2,547
|
)
|
|
123,948
|
|
||||||
Total current assets
|
1,805
|
|
|
112,149
|
|
|
498,640
|
|
|
73,743
|
|
|
(3,805
|
)
|
|
682,532
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
2,618
|
|
|
20,224
|
|
|
566,467
|
|
|
143,272
|
|
|
(8,819
|
)
|
|
723,762
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
521,328
|
|
|
3,774,538
|
|
|
4,179
|
|
|
—
|
|
|
(4,300,045
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,077,657
|
|
|
4,279
|
|
|
—
|
|
|
2,081,936
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
151,366
|
|
|
15,709
|
|
|
—
|
|
|
167,075
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,709,430
|
|
|
214,842
|
|
|
(62,828
|
)
|
|
1,861,444
|
|
||||||
Other long-term assets
|
51,166
|
|
|
726,459
|
|
|
108,028
|
|
|
148,980
|
|
|
(804,184
|
)
|
|
230,449
|
|
||||||
Total assets
|
$
|
576,917
|
|
|
$
|
4,633,370
|
|
|
$
|
5,115,767
|
|
|
$
|
600,825
|
|
|
$
|
(5,179,681
|
)
|
|
$
|
5,747,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
106
|
|
|
$
|
73,501
|
|
|
$
|
165,791
|
|
|
$
|
26,053
|
|
|
$
|
(3,563
|
)
|
|
$
|
261,888
|
|
Current portion of long-term debt
|
—
|
|
|
59,938
|
|
|
1,728
|
|
|
106,722
|
|
|
—
|
|
|
168,388
|
|
||||||
Current portion of affiliate long-term debt
|
1,701
|
|
|
—
|
|
|
1,450
|
|
|
1,714
|
|
|
(1,503
|
)
|
|
3,362
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
93,742
|
|
|
10,326
|
|
|
—
|
|
|
104,068
|
|
||||||
Total current liabilities
|
1,807
|
|
|
133,439
|
|
|
262,711
|
|
|
144,815
|
|
|
(5,066
|
)
|
|
537,706
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,925,163
|
|
|
32,263
|
|
|
41,248
|
|
|
—
|
|
|
3,998,674
|
|
||||||
Affiliate long-term debt
|
1,272
|
|
|
—
|
|
|
13,712
|
|
|
372,008
|
|
|
(370,310
|
)
|
|
16,682
|
|
||||||
Other liabilities
|
26,790
|
|
|
30,020
|
|
|
1,049,026
|
|
|
174,761
|
|
|
(606,359
|
)
|
|
674,238
|
|
||||||
Total liabilities
|
29,869
|
|
|
4,088,622
|
|
|
1,357,712
|
|
|
732,832
|
|
|
(981,735
|
)
|
|
5,227,300
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
547,048
|
|
|
544,748
|
|
|
3,758,055
|
|
|
(100,419
|
)
|
|
(4,202,384
|
)
|
|
547,048
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,588
|
)
|
|
4,438
|
|
|
(27,150
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
576,917
|
|
|
$
|
4,633,370
|
|
|
$
|
5,115,767
|
|
|
$
|
600,825
|
|
|
$
|
(5,179,681
|
)
|
|
$
|
5,747,198
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
115,771
|
|
|
$
|
235
|
|
|
$
|
33,966
|
|
|
$
|
—
|
|
|
$
|
149,972
|
|
Accounts receivable
|
—
|
|
|
1,775
|
|
|
390,142
|
|
|
33,949
|
|
|
(1,258
|
)
|
|
424,608
|
|
||||||
Other current assets
|
3,648
|
|
|
5,172
|
|
|
99,118
|
|
|
23,278
|
|
|
(4,033
|
)
|
|
127,183
|
|
||||||
Total current assets
|
3,648
|
|
|
122,718
|
|
|
489,495
|
|
|
91,193
|
|
|
(5,291
|
)
|
|
701,763
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
2,884
|
|
|
20,336
|
|
|
559,042
|
|
|
143,667
|
|
|
(8,792
|
)
|
|
717,137
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
497,262
|
|
|
3,430,434
|
|
|
4,179
|
|
|
—
|
|
|
(3,931,875
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,926,814
|
|
|
4,279
|
|
|
—
|
|
|
1,931,093
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
114,841
|
|
|
17,624
|
|
|
—
|
|
|
132,465
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,602,454
|
|
|
206,975
|
|
|
(57,859
|
)
|
|
1,751,570
|
|
||||||
Other long-term assets
|
52,128
|
|
|
673,915
|
|
|
110,507
|
|
|
140,910
|
|
|
(779,173
|
)
|
|
198,287
|
|
||||||
Total assets
|
$
|
555,922
|
|
|
$
|
4,247,403
|
|
|
$
|
4,807,332
|
|
|
$
|
604,648
|
|
|
$
|
(4,782,990
|
)
|
|
$
|
5,432,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
104
|
|
|
$
|
49,428
|
|
|
$
|
179,156
|
|
|
$
|
27,462
|
|
|
$
|
(4,837
|
)
|
|
$
|
251,313
|
|
Current portion of long-term debt
|
—
|
|
|
57,640
|
|
|
1,611
|
|
|
106,358
|
|
|
(1,425
|
)
|
|
164,184
|
|
||||||
Current portion of affiliate long-term debt
|
1,651
|
|
|
—
|
|
|
1,311
|
|
|
456
|
|
|
(252
|
)
|
|
3,166
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
103,627
|
|
|
12,713
|
|
|
—
|
|
|
116,340
|
|
||||||
Total current liabilities
|
1,755
|
|
|
107,068
|
|
|
285,705
|
|
|
146,989
|
|
|
(6,514
|
)
|
|
535,003
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,594,218
|
|
|
32,743
|
|
|
42,199
|
|
|
—
|
|
|
3,669,160
|
|
||||||
Affiliate long-term debt
|
1,857
|
|
|
—
|
|
|
14,240
|
|
|
366,042
|
|
|
(364,289
|
)
|
|
17,850
|
|
||||||
Other liabilities
|
26,500
|
|
|
28,866
|
|
|
1,060,211
|
|
|
171,102
|
|
|
(576,055
|
)
|
|
710,624
|
|
||||||
Total liabilities
|
30,112
|
|
|
3,730,152
|
|
|
1,392,899
|
|
|
726,332
|
|
|
(946,858
|
)
|
|
4,932,637
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
525,810
|
|
|
517,251
|
|
|
3,414,433
|
|
|
(91,703
|
)
|
|
(3,839,981
|
)
|
|
525,810
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,981
|
)
|
|
3,849
|
|
|
(26,132
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
555,922
|
|
|
$
|
4,247,403
|
|
|
$
|
4,807,332
|
|
|
$
|
604,648
|
|
|
$
|
(4,782,990
|
)
|
|
$
|
5,432,315
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545,113
|
|
|
$
|
52,250
|
|
|
$
|
(18,474
|
)
|
|
$
|
578,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media production expenses
|
—
|
|
|
—
|
|
|
209,725
|
|
|
24,381
|
|
|
(18,229
|
)
|
|
215,877
|
|
||||||
Selling, general and administrative
|
1,002
|
|
|
22,099
|
|
|
111,107
|
|
|
2,162
|
|
|
(20
|
)
|
|
136,350
|
|
||||||
Depreciation, amortization and other operating expenses
|
266
|
|
|
1,190
|
|
|
108,478
|
|
|
30,855
|
|
|
(466
|
)
|
|
140,323
|
|
||||||
Total operating expenses
|
1,268
|
|
|
23,289
|
|
|
429,310
|
|
|
57,398
|
|
|
(18,715
|
)
|
|
492,550
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(1,268
|
)
|
|
(23,289
|
)
|
|
115,803
|
|
|
(5,148
|
)
|
|
241
|
|
|
86,339
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
24,287
|
|
|
74,855
|
|
|
50
|
|
|
—
|
|
|
(99,192
|
)
|
|
—
|
|
||||||
Interest expense
|
(94
|
)
|
|
(46,363
|
)
|
|
(1,202
|
)
|
|
(7,897
|
)
|
|
6,141
|
|
|
(49,415
|
)
|
||||||
Other income (expense)
|
1,142
|
|
|
118
|
|
|
(11
|
)
|
|
(364
|
)
|
|
—
|
|
|
885
|
|
||||||
Total other income (expense)
|
25,335
|
|
|
28,610
|
|
|
(1,163
|
)
|
|
(8,261
|
)
|
|
(93,051
|
)
|
|
(48,530
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
73
|
|
|
23,103
|
|
|
(38,180
|
)
|
|
2,824
|
|
|
—
|
|
|
(12,180
|
)
|
||||||
Net income (loss)
|
24,140
|
|
|
28,424
|
|
|
76,460
|
|
|
(10,585
|
)
|
|
(92,810
|
)
|
|
25,629
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(899
|
)
|
|
(590
|
)
|
|
(1,489
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
24,140
|
|
|
$
|
28,424
|
|
|
$
|
76,460
|
|
|
$
|
(11,484
|
)
|
|
$
|
(93,400
|
)
|
|
$
|
24,140
|
|
Comprehensive income (loss)
|
$
|
24,140
|
|
|
$
|
28,424
|
|
|
$
|
76,460
|
|
|
$
|
(10,585
|
)
|
|
$
|
(92,810
|
)
|
|
$
|
25,629
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
476,670
|
|
|
$
|
47,004
|
|
|
$
|
(18,899
|
)
|
|
$
|
504,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media production expenses
|
—
|
|
|
—
|
|
|
170,249
|
|
|
19,849
|
|
|
(18,527
|
)
|
|
171,571
|
|
||||||
Selling, general and administrative
|
1,045
|
|
|
14,783
|
|
|
99,723
|
|
|
2,640
|
|
|
88
|
|
|
118,279
|
|
||||||
Depreciation, amortization and other operating expenses
|
266
|
|
|
775
|
|
|
101,428
|
|
|
28,250
|
|
|
(341
|
)
|
|
130,378
|
|
||||||
Total operating expenses
|
1,311
|
|
|
15,558
|
|
|
371,400
|
|
|
50,739
|
|
|
(18,780
|
)
|
|
420,228
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(1,311
|
)
|
|
(15,558
|
)
|
|
105,270
|
|
|
(3,735
|
)
|
|
(119
|
)
|
|
84,547
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
24,325
|
|
|
64,465
|
|
|
(50
|
)
|
|
—
|
|
|
(88,740
|
)
|
|
—
|
|
||||||
Interest expense
|
(102
|
)
|
|
(43,873
|
)
|
|
(1,176
|
)
|
|
(6,706
|
)
|
|
5,209
|
|
|
(46,648
|
)
|
||||||
Other income (expense)
|
1,350
|
|
|
(154
|
)
|
|
64
|
|
|
2,104
|
|
|
—
|
|
|
3,364
|
|
||||||
Total other income (expense)
|
25,573
|
|
|
20,438
|
|
|
(1,162
|
)
|
|
(4,602
|
)
|
|
(83,531
|
)
|
|
(43,284
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
20
|
|
|
20,615
|
|
|
(38,377
|
)
|
|
1,315
|
|
|
—
|
|
|
(16,427
|
)
|
||||||
Net income (loss)
|
24,282
|
|
|
25,495
|
|
|
65,731
|
|
|
(7,022
|
)
|
|
(83,650
|
)
|
|
24,836
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(554
|
)
|
|
—
|
|
|
(554
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
24,282
|
|
|
$
|
25,495
|
|
|
$
|
65,731
|
|
|
$
|
(7,576
|
)
|
|
$
|
(83,650
|
)
|
|
$
|
24,282
|
|
Comprehensive income (loss)
|
$
|
24,920
|
|
|
$
|
25,579
|
|
|
$
|
65,731
|
|
|
$
|
(7,576
|
)
|
|
$
|
(83,734
|
)
|
|
$
|
24,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
the business conditions of our advertisers particularly in the automotive and service industries;
|
•
|
competition with other broadcast television stations, radio stations, multi-channel video programming distributors (MVPDs), internet and broadband content providers and other print and media outlets serving in the same markets;
|
•
|
the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;
|
•
|
the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;
|
•
|
our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as over-the-top content;
|
•
|
the effects of the Federal Communications Commission’s (FCC’s) National Broadband Plan and incentive auction and the potential repacking of our broadcasting spectrum within a limited timeframe;
|
•
|
the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television’s ability to compete effectively (including regulations relating to Joint Sales Agreements (JSA) and Shared Services Agreements (SSA), and the national ownership cap), arbitrary enforcement of indecency regulations, retransmission consent regulations and political or other advertising restrictions;
|
•
|
labor disputes and legislation and other union activity associated with film, acting, writing and other guilds and professional sports leagues;
|
•
|
the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television (mobile DTV) strategy and platform, such as the adoption of ATSC 3.0 broadcast standard, and the consumer’s appetite for mobile television;
|
•
|
the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;
|
•
|
the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;
|
•
|
changes in television rating measurement methodologies that could negatively impact audience results;
|
•
|
the ability of local MVPDs to coordinate and determine local advertising rates as a consortium;
|
•
|
the impact of new FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
|
•
|
changes in the makeup of the population in the areas where stations are located;
|
•
|
the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast signals;
|
•
|
the impact of FCC and Congressional efforts to limit the ability of a television station to negotiate retransmission consent agreements for the same-market stations it does not own and other FCC efforts which may restrict a television station's retransmission consent negotiations;
|
•
|
Over-the-top (OTT) technologies and their potential impact on cord-cutting; and
|
•
|
the impact of MVPDs offering “skinny” programming bundles that may not include television broadcast stations.
|
•
|
the effectiveness of our management;
|
•
|
our ability to attract and maintain local, national and network advertising and successfully participate in new sales channels such as programmatic advertising through business partnership ventures and the development of technology;
|
•
|
our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;
|
•
|
our ability to successfully implement and monetize our own content management system (CMS) designed to provide our viewers significantly improved content via the internet and other digital platforms;
|
•
|
our ability to successfully renegotiate retransmission consent agreements;
|
•
|
our ability to renew our FCC licenses;
|
•
|
our limited ability to obtain FCC approval for any future acquisitions, as well as, in certain cases, customary antitrust clearance for any future acquisitions;
|
•
|
our ability to identify media business investment opportunities and to successfully integrate any acquired businesses, as well as the success of our digital initiatives in a competitive environment, such as the investment in the re-launch of Circa;
|
•
|
our ability to maintain our affiliation and programming service agreements with our networks and program service providers and at renewal, to successfully negotiate these agreements with favorable terms;
|
•
|
our ability to effectively respond to technology affecting our industry and to increasing competition from other media providers;
|
•
|
the strength of ratings for our local news broadcasts including our news sharing arrangements;
|
•
|
the successful execution of our program development and multi-channel broadcasting initiatives including American Sports Network (ASN), COMET, and other original programming, and mobile DTV; and
|
•
|
the results of prior year tax audits by taxing authorities.
|
|
Three Months Ended March 31,
|
|
||||||
|
2016
|
|
2015
|
|
||||
Statement of Operations Data:
|
|
|
|
|
|
|
||
Media revenues (a)
|
$
|
531,323
|
|
|
$
|
464,751
|
|
|
Revenues realized from station barter arrangements
|
26,510
|
|
|
20,959
|
|
|
||
Other non-media revenues
|
21,056
|
|
|
19,065
|
|
|
||
Total revenues
|
578,889
|
|
|
504,775
|
|
|
||
|
|
|
|
|
||||
Media production expenses
|
215,877
|
|
|
171,571
|
|
|
||
Media selling, general and administrative expenses
|
115,009
|
|
|
102,241
|
|
|
||
Expenses recognized from station barter arrangements
|
22,925
|
|
|
17,412
|
|
|
||
Depreciation and amortization expenses (b)
|
101,260
|
|
|
95,560
|
|
|
||
Other non-media expenses
|
17,697
|
|
|
14,913
|
|
|
||
Corporate general and administrative expenses
|
21,341
|
|
|
16,038
|
|
|
||
Research and development expenses
|
1,101
|
|
|
2,515
|
|
|
||
Gain on asset disposition
|
(2,660
|
)
|
|
(22
|
)
|
|
||
Operating income
|
86,339
|
|
|
84,547
|
|
|
||
|
|
|
|
|
||||
Interest expense and amortization of debt discount and deferred financing costs
|
(49,415
|
)
|
|
(46,648
|
)
|
|
||
Income from equity and cost method investees
|
423
|
|
|
3,146
|
|
|
||
Other income, net
|
462
|
|
|
218
|
|
|
||
Income before income taxes
|
37,809
|
|
|
41,263
|
|
|
||
Income tax provision
|
(12,180
|
)
|
|
(16,427
|
)
|
|
||
Net income
|
25,629
|
|
|
24,836
|
|
|
||
Net income attributable to the noncontrolling interests
|
(1,489
|
)
|
|
(554
|
)
|
|
||
Net income attributable to Sinclair Broadcast Group
|
$
|
24,140
|
|
|
$
|
24,282
|
|
|
|
|
|
|
|
||||
Basic and Diluted Earnings Per Common Share Attributable to Sinclair Broadcast Group:
|
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
0.25
|
|
|
$
|
0.26
|
|
|
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
Balance Sheet Data:
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
|
$
|
141,524
|
|
|
$
|
149,972
|
|
Total assets
|
|
$
|
5,747,198
|
|
|
$
|
5,432,315
|
|
Total debt (c)
|
|
$
|
4,187,106
|
|
|
$
|
3,854,360
|
|
Total equity
|
|
$
|
519,898
|
|
|
$
|
499,678
|
|
•
|
In January 2016, we closed on the previously announced purchase of the assets of KUQI (FOX), KTOV-LP (MNT) and KXPX-LP (Retro TV) in Corpus Christi, Texas for $9.3 million.
|
•
|
In February 2016, we announced a $500,000 broadcast diversity scholarship fund to help minority students finance their undergraduate studies related to television broadcasting or journalism.
|
•
|
In February 2016, we completed the acquisition of the broadcast assets of WSBT (CBS) in South Bend-Elkhart, Indiana, owned by Schurz Communications, Inc., and sold the broadcast assets of WLUC (NBC and FOX) in Marquette, Michigan to Gray Television, Inc.
|
•
|
In February 2016, our Board of Directors declared a quarterly dividend of $0.165 per share, payable on March 18, 2016 to the holders of record at the close of business on March 7, 2016.
|
•
|
In March 2016, we closed on the previously announced purchase of the stock of Tennis Channel for $350.0 million.
|
•
|
In March 2016, we began broadcasting "NextGen" Single Frequency Network (SFN) using the base elements of the new ATSC 3.0 transmission standard through the authority granted by the Federal Communications Commission (FCC).
|
•
|
In March 2016, we issued $350.0 million in senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on September 15, 2026. The proceeds were used to repay amounts drawn under STG’s revolving credit facility and for other general corporate purposes.
|
•
|
In March 2016, we hosted “Plug Fest 2016,” an event for “Validation and Verification” compatibility testing of the ATSC 3.0 digital TV standard.
|
•
|
In March 2016, the Advanced Television Systems Committee (ATSC) developing the Next Generation Broadcast Transmission Standard (ATSC 3.0) approved as a Full Standard the key element of the Physical Layer, the so-called “Bootstrap” or the Discovery and Signaling feature of the standard. The Bootstrap includes the designs developed by ONE Media and supported by other broadcasters and equipment manufacturers.
|
•
|
In April 2016, we announced the formation of ONE Media 3.0, LLC, a wholly-owned subsidiary whose purpose will be to develop business opportunities, products, and services associated with the ATSC 3.0 broadcast transmission standard approved in March 2016.
|
•
|
In May 2016, we closed on the previously announced purchase of the assets of KFXL (FOX) and KHGI, KHGI-LD, KWNB and KWNB-LD (ABC), in Lincoln, Nebraska for
$31.3 million
.
|
•
|
In May 2016, our Board of Directors declared a quarterly dividend of $0.18 per share, payable on June 15, 2016 to the holders of record at the close of business on June 1, 2016.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Media revenues (a)
|
$
|
531.3
|
|
|
$
|
464.8
|
|
Revenues realized from station barter arrangements
|
26.5
|
|
|
21.0
|
|
||
Other non-media revenues
|
21.1
|
|
|
19.0
|
|
||
Total revenues
|
578.9
|
|
|
504.8
|
|
||
Media production expenses (a)
|
215.9
|
|
|
171.6
|
|
||
Media selling, general and administrative expenses (a)
|
115.0
|
|
|
102.2
|
|
||
Expenses recognized from station barter arrangements
|
22.9
|
|
|
17.4
|
|
||
Depreciation and amortization
|
101.4
|
|
|
95.7
|
|
||
Other non-media expenses
|
17.7
|
|
|
14.9
|
|
||
Corporate general and administrative expenses
|
21.3
|
|
|
16.0
|
|
||
Research and development
|
1.1
|
|
|
2.5
|
|
||
Loss (gain) on asset dispositions
|
(2.7
|
)
|
|
—
|
|
||
Operating income
|
$
|
86.3
|
|
|
$
|
84.5
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
24.1
|
|
|
$
|
24.3
|
|
|
Three Months Ended March 31,
|
|
|||||||||
|
2016
|
|
2015
|
|
Percent
Change
|
|
|||||
Local revenues:
|
|
|
|
|
|
|
|
|
|
||
Non-political
|
$
|
413.7
|
|
|
$
|
380.1
|
|
|
8.8
|
%
|
|
Political
|
4.0
|
|
|
1.0
|
|
|
(b)
|
|
|
||
Total local
|
417.7
|
|
|
381.1
|
|
|
9.6
|
%
|
|
||
National revenues (a):
|
|
|
|
|
|
|
|
|
|
||
Non-political
|
82.7
|
|
|
81.8
|
|
|
1.1
|
%
|
|
||
Political
|
20.4
|
|
|
1.2
|
|
|
(b)
|
|
|
||
Total national
|
103.1
|
|
|
83.0
|
|
|
24.2
|
%
|
|
||
Total broadcast segment media revenues
|
$
|
520.8
|
|
|
$
|
464.1
|
|
|
12.2
|
%
|
|
|
# of channels (a)
|
|
Percent of Net Time Sales for the
|
|
Net Time Sales
Percent Change
|
||
|
|
Three months ended March 31,
|
|
||||
|
|
2016
|
|
2015
|
|
||
ABC
|
32
|
|
27.8%
|
|
28.2%
|
|
(0.4)%
|
FOX
|
48
|
|
25.1%
|
|
26.0%
|
|
(0.9)%
|
CBS
|
30
|
|
20.1%
|
|
17.5%
|
|
2.6%
|
NBC
|
22
|
|
11.3%
|
|
12.0%
|
|
(0.7)%
|
CW
|
44
|
|
7.7%
|
|
8.1%
|
|
(0.4)%
|
MNT
|
29
|
|
6.3%
|
|
6.8%
|
|
(0.5)%
|
Other (b)
|
266
|
|
1.7%
|
|
1.4%
|
|
0.3%
|
Total
|
471
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
Percent Change
(Increase/(Decrease))
|
|||||||
|
2016
|
|
2015
|
|
||||||
Media production expenses
|
$
|
202.6
|
|
|
$
|
167.0
|
|
|
21.3
|
%
|
Media selling, general and administrative expenses
|
$
|
110.1
|
|
|
$
|
101.3
|
|
|
8.7
|
%
|
Amortization of program contract costs and net realizable value adjustments
|
$
|
33.5
|
|
|
$
|
30.4
|
|
|
10.2
|
%
|
Corporate general and administrative expenses
|
$
|
20.4
|
|
|
$
|
14.9
|
|
|
36.9
|
%
|
Depreciation and amortization expenses
|
$
|
62.5
|
|
|
$
|
62.1
|
|
|
0.6
|
%
|
|
Three months ended March 31,
|
|
Percent Change
(Increase/(Decrease))
|
|||||||
|
2016
|
|
2015
|
|
||||||
Corporate general and administrative expenses
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
(66.7
|
)%
|
Interest expense
|
$
|
46.5
|
|
|
$
|
45.6
|
|
|
2.0
|
%
|
Income tax provision
|
$
|
(12.2
|
)
|
|
$
|
(16.4
|
)
|
|
(25.6
|
)%
|
|
For the three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash flows from operating activities
|
$
|
134.0
|
|
|
$
|
113.9
|
|
|
|
|
|
||||
Cash flows (used in) from investing activities:
|
|
|
|
|
|
||
Acquisition of property and equipment
|
$
|
(25.9
|
)
|
|
$
|
(23.6
|
)
|
Acquisition of businesses, net of cash acquired
|
(384.6
|
)
|
|
(0.2
|
)
|
||
Investments in equity and costs method investees
|
(19.9
|
)
|
|
(2.9
|
)
|
||
Loans to affiliates
|
(19.5
|
)
|
|
—
|
|
||
Other
|
(4.7
|
)
|
|
(1.2
|
)
|
||
Net cash flows used in investing activities
|
$
|
(454.6
|
)
|
|
$
|
(27.9
|
)
|
|
|
|
|
||||
Cash flows from (used in) financing activities:
|
|
|
|
|
|
||
Proceeds from notes payable, commercial bank financing and capital leases
|
$
|
598.9
|
|
|
$
|
7.9
|
|
Repayments of notes payable, commercial bank financing and capital leases
|
(261.2
|
)
|
|
(25.1
|
)
|
||
Dividends paid on Class A and Class B Common Stock
|
(15.7
|
)
|
|
(15.7
|
)
|
||
Repurchase of outstanding Class A Common Stock
|
—
|
|
|
(7.8
|
)
|
||
Other
|
(9.8
|
)
|
|
(5.1
|
)
|
||
Net cash flows from (used) in financing activities
|
$
|
312.2
|
|
|
$
|
(45.8
|
)
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with authorizations of management or our Board of Directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Indenture, dated as of March 23, 2016, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee (Incorporated by reference from Registrant's Current Report on Form 8-K filed on March 25, 2016).
|
|
|
|
10.2
|
|
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated March 1, 2016.
|
|
|
|
31.1
|
|
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
|
|
|
|
31.2
|
|
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
|
|
|
|
32.1
|
|
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
|
|
|
|
32.2
|
|
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
SINCLAIR BROADCAST GROUP, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ David R. Bochenek
|
|
|
David R. Bochenek
|
|
|
Senior Vice President/Chief Accounting Officer
|
|
|
(Authorized Officer and Chief Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Indenture, dated as of March 23, 2016, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee (Incorporated by reference from Registrant's Current Report on Form 8-K filed on March 25, 2016).
|
|
|
|
10.2
|
|
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated March 1, 2016.
|
|
|
|
31.1
|
|
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
|
|
|
|
31.2
|
|
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
|
|
|
|
32.1
|
|
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
|
|
|
|
32.2
|
|
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
Date:
|
May 10, 2016
|
|
|
|
|
|
|
|
|
|
/s/ David D.Smith
|
|||
|
Signature:
|
David D. Smith
|
||
|
|
Chief Executive Officer
|
Date:
|
May 10, 2016
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Ripley
|
|||
|
Signature:
|
Christopher S. Ripley
|
||
|
|
Chief Financial Officer
|
/s/ David D. Smith
|
|
David D. Smith
|
|
Chief Executive Officer
|
|
May 10, 2016
|
|
/s/ Christopher S. Ripley
|
|
Christopher S. Ripley
|
|
Chief Financial Officer
|
|
May 10, 2016
|
|