|
|
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
|
Emerging growth company
o
|
Yes
o
|
|
No
x
|
Title of each class
|
|
Number of shares outstanding as of
May 4, 2017
|
Class A Common Stock
|
|
76,973,826
|
Class B Common Stock
|
|
25,670,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Our consolidated total assets as of
March 31, 2017
and
December 31, 2016
include total assets of variable interest entities (VIEs) of
$130.7 million
and
$142.3 million
, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of
March 31, 2017
and
December 31, 2016
include total liabilities of the VIEs of
$34.1 million
and
$40.9 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, |
||||||
|
2017
|
|
2016
|
||||
REVENUES:
|
|
|
|
|
|
||
Media revenues
|
$
|
602,486
|
|
|
$
|
531,323
|
|
Revenues realized from station barter arrangements
|
27,570
|
|
|
26,510
|
|
||
Other non-media revenues
|
19,879
|
|
|
21,056
|
|
||
Total revenues
|
649,935
|
|
|
578,889
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
||
Media production expenses
|
258,155
|
|
|
215,877
|
|
||
Media selling, general and administrative expenses
|
124,721
|
|
|
115,009
|
|
||
Expenses realized from barter arrangements
|
23,245
|
|
|
22,925
|
|
||
Amortization of program contract costs and net realizable value adjustments
|
31,019
|
|
|
33,460
|
|
||
Other non-media expenses
|
17,245
|
|
|
17,697
|
|
||
Depreciation of property and equipment
|
23,981
|
|
|
24,035
|
|
||
Corporate general and administrative expenses
|
20,576
|
|
|
21,341
|
|
||
Amortization of definite-lived intangible and other assets
|
45,554
|
|
|
43,765
|
|
||
Research and development expenses
|
1,157
|
|
|
1,101
|
|
||
Gain on asset dispositions
|
(53,347
|
)
|
|
(2,660
|
)
|
||
Total operating expenses
|
492,306
|
|
|
492,550
|
|
||
Operating income
|
157,629
|
|
|
86,339
|
|
||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
||
Interest expense and amortization of debt discount and deferred financing costs
|
(57,318
|
)
|
|
(49,415
|
)
|
||
Loss from extinguishment of debt
|
(1,404
|
)
|
|
—
|
|
||
(Loss) income from equity investments and cost method investments
|
(1,321
|
)
|
|
423
|
|
||
Other income, net
|
1,696
|
|
|
462
|
|
||
Total other expense, net
|
(58,347
|
)
|
|
(48,530
|
)
|
||
Income before income taxes
|
99,282
|
|
|
37,809
|
|
||
INCOME TAX PROVISION
|
(28,579
|
)
|
|
(12,180
|
)
|
||
NET INCOME
|
70,703
|
|
|
25,629
|
|
||
Net income attributable to the noncontrolling interests
|
(13,501
|
)
|
|
(1,489
|
)
|
||
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP
|
$
|
57,202
|
|
|
$
|
24,140
|
|
Dividends declared per share
|
$
|
0.180
|
|
|
$
|
0.165
|
|
BASIC AND DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
0.62
|
|
|
$
|
0.25
|
|
Diluted earnings per share
|
$
|
0.61
|
|
|
$
|
0.25
|
|
Weighted average common shares outstanding
|
92,630
|
|
|
94,701
|
|
||
Weighted average common and common equivalent shares outstanding
|
93,692
|
|
|
95,614
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
70,703
|
|
|
$
|
25,629
|
|
Comprehensive income
|
70,703
|
|
|
25,629
|
|
||
Comprehensive income attributable to the noncontrolling interests
|
(13,501
|
)
|
|
(1,489
|
)
|
||
Comprehensive income attributable to Sinclair Broadcast Group
|
$
|
57,202
|
|
|
$
|
24,140
|
|
|
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 standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|
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, 2016
|
64,558,207
|
|
|
$
|
646
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
843,691
|
|
|
$
|
(255,804
|
)
|
|
$
|
(807
|
)
|
|
$
|
(30,047
|
)
|
|
$
|
557,936
|
|
Issuance of common stock, net of issuance costs
|
12,000,000
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|
487,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
487,883
|
|
|||||||
Dividends declared and paid on Class A and Class B Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,257
|
)
|
|
—
|
|
|
—
|
|
|
(16,257
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
376,262
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
12,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,342
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,708
|
)
|
|
(15,708
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,202
|
|
|
—
|
|
|
13,501
|
|
|
70,703
|
|
|||||||
BALANCE, March 31, 2017
|
76,934,469
|
|
|
$
|
769
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,343,793
|
|
|
$
|
(214,859
|
)
|
|
$
|
(807
|
)
|
|
$
|
(32,254
|
)
|
|
$
|
1,096,899
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
70,703
|
|
|
$
|
25,629
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation of property and equipment
|
23,981
|
|
|
24,035
|
|
||
Amortization of definite-lived intangible and other assets
|
45,554
|
|
|
43,765
|
|
||
Amortization of program contract costs and net realizable value adjustments
|
31,019
|
|
|
33,460
|
|
||
Loss on extinguishment of debt, non-cash portion
|
1,404
|
|
|
—
|
|
||
Stock-based compensation expense
|
7,571
|
|
|
6,328
|
|
||
Deferred tax benefit
|
(4,269
|
)
|
|
(957
|
)
|
||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Decrease in accounts receivable
|
1,543
|
|
|
26,918
|
|
||
Increase in prepaid expenses and other current assets
|
(5,539
|
)
|
|
(18,933
|
)
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
(58,945
|
)
|
|
10,932
|
|
||
Net change in net income taxes payable/receivable
|
32,513
|
|
|
9,854
|
|
||
Payments on program contracts payable
|
(28,600
|
)
|
|
(28,615
|
)
|
||
Gain on asset dispositions
|
(53,347
|
)
|
|
(2,660
|
)
|
||
Other, net
|
6,054
|
|
|
4,259
|
|
||
Net cash flows from operating activities
|
69,642
|
|
|
134,015
|
|
||
|
|
|
|
||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property and equipment
|
(20,774
|
)
|
|
(25,851
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(8,000
|
)
|
|
(384,659
|
)
|
||
Purchase of alarm monitoring contracts
|
(5,682
|
)
|
|
(7,017
|
)
|
||
Proceeds from sale of non-media business
|
192,149
|
|
|
—
|
|
||
Investments in equity and cost method investees
|
(3,080
|
)
|
|
(19,874
|
)
|
||
Loans to affiliates
|
—
|
|
|
(19,500
|
)
|
||
Other, net
|
546
|
|
|
2,265
|
|
||
Net cash flows from (used in) investing activities
|
155,159
|
|
|
(454,636
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from notes payable and commercial bank financing
|
163,089
|
|
|
598,850
|
|
||
Repayments of notes payable, commercial bank financing and capital leases
|
(284,422
|
)
|
|
(261,230
|
)
|
||
Proceeds from the sale of Class A Common Stock
|
487,883
|
|
|
—
|
|
||
Dividends paid on Class A and Class B Common Stock
|
(16,257
|
)
|
|
(15,675
|
)
|
||
Distributions to noncontrolling interests
|
(15,708
|
)
|
|
(2,513
|
)
|
||
Other, net
|
(3,670
|
)
|
|
(7,259
|
)
|
||
Net cash flows from financing activities
|
330,915
|
|
|
312,173
|
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
555,716
|
|
|
(8,448
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
259,984
|
|
|
149,972
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
815,700
|
|
|
$
|
141,524
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Accounts receivable
|
17,199
|
|
|
21,879
|
|
||
Other current assets
|
8,488
|
|
|
12,076
|
|
||
Total current assets
|
25,687
|
|
|
33,955
|
|
||
|
|
|
|
||||
PROGRAM CONTRACT COSTS, less current portion
|
1,762
|
|
|
2,468
|
|
||
PROPERTY AND EQUIPMENT, net
|
2,679
|
|
|
2,996
|
|
||
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
|
16,475
|
|
|
16,475
|
|
||
DEFINITE-LIVED INTANGIBLE ASSETS, net
|
77,286
|
|
|
79,509
|
|
||
OTHER ASSETS
|
6,832
|
|
|
6,871
|
|
||
Total assets
|
$
|
130,721
|
|
|
$
|
142,274
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Other current liabilities
|
$
|
17,362
|
|
|
$
|
18,992
|
|
|
|
|
|
||||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
||
Notes payable, capital leases and commercial bank financing, less current portion
|
18,119
|
|
|
19,449
|
|
||
Program contracts payable, less current portion
|
12,429
|
|
|
14,353
|
|
||
Other long-term liabilities
|
9,738
|
|
|
12,921
|
|
||
Total liabilities
|
$
|
57,648
|
|
|
$
|
65,715
|
|
Cash
|
$
|
5,111
|
|
Accounts receivable
|
17,629
|
|
|
Prepaid expenses and other current assets
|
6,518
|
|
|
Property and equipment
|
5,964
|
|
|
Definite-lived intangible assets
|
272,686
|
|
|
Indefinite-lived intangible assets
|
23,400
|
|
|
Other assets
|
619
|
|
|
Accounts payable and accrued liabilities
|
(7,414
|
)
|
|
Capital leases
|
(115
|
)
|
|
Deferred tax liability
|
(16,991
|
)
|
|
Other long term liabilities
|
(1,669
|
)
|
|
Fair value of identifiable net assets acquired
|
305,738
|
|
|
Goodwill
|
53,427
|
|
|
Total
|
$
|
359,165
|
|
|
|
Unaudited
|
||
|
|
2016
|
||
Total revenues
|
|
$
|
593,381
|
|
Net Income
|
|
$
|
24,722
|
|
Net Income attributable to Sinclair Broadcast Group
|
|
$
|
23,233
|
|
Basic earnings per share attributable to Sinclair Broadcast Group
|
|
$
|
0.25
|
|
Diluted earnings per share attributable to Sinclair Broadcast Group
|
|
$
|
0.24
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Income (Numerator)
|
|
|
|
||||
Net Income
|
$
|
70,703
|
|
|
$
|
25,629
|
|
Net income attributable to noncontrolling interests
|
(13,501
|
)
|
|
(1,489
|
)
|
||
Numerator for basic and diluted earnings per common share available to common shareholders
|
$
|
57,202
|
|
|
$
|
24,140
|
|
|
|
|
|
||||
Shares (Denominator)
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
92,630
|
|
|
94,701
|
|
||
Dilutive effect of stock-settled appreciation rights, restricted stock awards and outstanding stock options
|
1,062
|
|
|
913
|
|
||
Weighted-average common and common equivalent shares outstanding
|
93,692
|
|
|
95,614
|
|
For the three months ended March 31, 2017
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
592,424
|
|
|
$
|
57,511
|
|
|
$
|
—
|
|
|
$
|
649,935
|
|
Depreciation of property and equipment
|
|
21,946
|
|
|
1,769
|
|
|
266
|
|
|
23,981
|
|
||||
Amortization of definite-lived intangible assets and other assets
|
|
38,326
|
|
|
7,228
|
|
|
—
|
|
|
45,554
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
31,019
|
|
|
—
|
|
|
—
|
|
|
31,019
|
|
||||
General and administrative overhead expenses
|
|
18,992
|
|
|
288
|
|
|
1,296
|
|
|
20,576
|
|
||||
Research and development
|
|
—
|
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
||||
Operating income (loss)
|
|
114,544
|
|
|
44,649
|
|
(a)
|
(1,564
|
)
|
|
157,629
|
|
||||
Interest expense
|
|
1,366
|
|
|
1,213
|
|
|
54,739
|
|
|
57,318
|
|
||||
Income from equity and cost method investments
|
|
—
|
|
|
(1,321
|
)
|
|
—
|
|
|
(1,321
|
)
|
||||
Assets
|
|
4,744,427
|
|
|
733,887
|
|
|
839,009
|
|
|
6,317,323
|
|
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
|
|
•
|
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, 2017
|
|
As of December 31, 2016
|
||||||||
|
Carrying Value (a)
|
|
Fair Value
|
|
Carrying Value (a)
|
|
Fair Value
|
||||
6.125% Senior Unsecured Notes due 2022
|
500,000
|
|
|
523,545
|
|
|
500,000
|
|
|
521,240
|
|
5.875% Senior Unsecured Notes due 2026
|
350,000
|
|
|
359,114
|
|
|
350,000
|
|
|
351,456
|
|
5.625% Senior Unsecured Notes due 2024
|
550,000
|
|
|
559,157
|
|
|
550,000
|
|
|
562,755
|
|
5.375% Senior Unsecured Notes due 2021
|
600,000
|
|
|
617,790
|
|
|
600,000
|
|
|
617,892
|
|
5.125% Senior Unsecured Notes due 2027
|
400,000
|
|
|
388,136
|
|
|
400,000
|
|
|
382,028
|
|
Term Loan A
|
261,823
|
|
|
261,823
|
|
|
272,198
|
|
|
271,517
|
|
Term Loan B
|
1,366,575
|
|
|
1,368,283
|
|
|
1,365,625
|
|
|
1,364,841
|
|
Debt of variable interest entities
|
22,327
|
|
|
22,327
|
|
|
23,198
|
|
|
23,198
|
|
Debt of other operating divisions
|
28,069
|
|
|
28,069
|
|
|
135,211
|
|
|
135,211
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
783,197
|
|
|
$
|
11,043
|
|
|
$
|
21,460
|
|
|
$
|
—
|
|
|
$
|
815,700
|
|
Accounts receivable
|
—
|
|
|
—
|
|
|
484,056
|
|
|
27,281
|
|
|
(1,258
|
)
|
|
510,079
|
|
||||||
Other current assets
|
3,318
|
|
|
5,812
|
|
|
91,411
|
|
|
28,614
|
|
|
(14,124
|
)
|
|
115,031
|
|
||||||
Total current assets
|
3,318
|
|
|
789,009
|
|
|
586,510
|
|
|
77,355
|
|
|
(15,382
|
)
|
|
1,440,810
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
1,554
|
|
|
21,293
|
|
|
564,364
|
|
|
128,518
|
|
|
(3,262
|
)
|
|
712,467
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
1,096,840
|
|
|
3,572,811
|
|
|
4,179
|
|
|
—
|
|
|
(4,673,830
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,994,268
|
|
|
3,867
|
|
|
—
|
|
|
1,998,135
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
141,397
|
|
|
15,709
|
|
|
—
|
|
|
157,106
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,733,711
|
|
|
81,324
|
|
|
(57,755
|
)
|
|
1,757,280
|
|
||||||
Other long-term assets
|
41,842
|
|
|
788,830
|
|
|
107,921
|
|
|
168,648
|
|
|
(855,716
|
)
|
|
251,525
|
|
||||||
Total assets
|
$
|
1,143,554
|
|
|
$
|
5,171,943
|
|
|
$
|
5,132,350
|
|
|
$
|
475,421
|
|
|
$
|
(5,605,945
|
)
|
|
$
|
6,317,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
99
|
|
|
$
|
59,521
|
|
|
$
|
175,775
|
|
|
$
|
25,518
|
|
|
$
|
(14,926
|
)
|
|
$
|
245,987
|
|
Current portion of long-term debt
|
—
|
|
|
55,201
|
|
|
2,062
|
|
|
7,332
|
|
|
—
|
|
|
64,595
|
|
||||||
Current portion of affiliate long-term debt
|
1,407
|
|
|
—
|
|
|
828
|
|
|
673
|
|
|
(431
|
)
|
|
2,477
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
144,357
|
|
|
11,635
|
|
|
(1,583
|
)
|
|
154,409
|
|
||||||
Total current liabilities
|
1,506
|
|
|
114,722
|
|
|
323,022
|
|
|
45,158
|
|
|
(16,940
|
)
|
|
467,468
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,929,497
|
|
|
30,351
|
|
|
42,705
|
|
|
—
|
|
|
4,002,553
|
|
||||||
Affiliate long-term debt
|
—
|
|
|
—
|
|
|
12,951
|
|
|
335,303
|
|
|
(333,849
|
)
|
|
14,405
|
|
||||||
Other liabilities
|
12,896
|
|
|
34,210
|
|
|
1,192,413
|
|
|
190,441
|
|
|
(693,962
|
)
|
|
735,998
|
|
||||||
Total liabilities
|
14,402
|
|
|
4,078,429
|
|
|
1,558,737
|
|
|
613,607
|
|
|
(1,044,751
|
)
|
|
5,220,424
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
1,129,152
|
|
|
1,093,514
|
|
|
3,573,613
|
|
|
(101,554
|
)
|
|
(4,565,572
|
)
|
|
1,129,153
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,632
|
)
|
|
4,378
|
|
|
(32,254
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
1,143,554
|
|
|
$
|
5,171,943
|
|
|
$
|
5,132,350
|
|
|
$
|
475,421
|
|
|
$
|
(5,605,945
|
)
|
|
$
|
6,317,323
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
232,297
|
|
|
$
|
10,675
|
|
|
$
|
17,012
|
|
|
$
|
—
|
|
|
$
|
259,984
|
|
Accounts receivable
|
—
|
|
|
—
|
|
|
478,190
|
|
|
37,024
|
|
|
(1,260
|
)
|
|
513,954
|
|
||||||
Other current assets
|
5,561
|
|
|
3,143
|
|
|
124,313
|
|
|
25,406
|
|
|
(27,273
|
)
|
|
131,150
|
|
||||||
Total current assets
|
5,561
|
|
|
235,440
|
|
|
613,178
|
|
|
79,442
|
|
|
(28,533
|
)
|
|
905,088
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
1,820
|
|
|
17,925
|
|
|
570,289
|
|
|
131,326
|
|
|
(3,784
|
)
|
|
717,576
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
551,250
|
|
|
3,614,605
|
|
|
4,179
|
|
|
—
|
|
|
(4,170,034
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,986,467
|
|
|
4,279
|
|
|
—
|
|
|
1,990,746
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
140,597
|
|
|
15,709
|
|
|
—
|
|
|
156,306
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,770,512
|
|
|
233,368
|
|
|
(59,477
|
)
|
|
1,944,403
|
|
||||||
Other long-term assets
|
$
|
46,586
|
|
|
$
|
819,506
|
|
|
$
|
103,808
|
|
|
$
|
169,817
|
|
|
$
|
(890,668
|
)
|
|
$
|
249,049
|
|
Total assets
|
$
|
605,217
|
|
|
$
|
4,687,476
|
|
|
$
|
5,189,030
|
|
|
$
|
633,941
|
|
|
$
|
(5,152,496
|
)
|
|
$
|
5,963,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
100
|
|
|
$
|
69,118
|
|
|
$
|
225,645
|
|
|
$
|
48,815
|
|
|
$
|
(21,173
|
)
|
|
$
|
322,505
|
|
Current portion of long-term debt
|
—
|
|
|
55,501
|
|
|
1,851
|
|
|
113,779
|
|
|
—
|
|
|
171,131
|
|
||||||
Current portion of affiliate long-term debt
|
1,857
|
|
|
—
|
|
|
1,514
|
|
|
2,336
|
|
|
(2,103
|
)
|
|
3,604
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
127,967
|
|
|
13,590
|
|
|
(2,324
|
)
|
|
139,233
|
|
||||||
Total current liabilities
|
1,957
|
|
|
124,619
|
|
|
356,977
|
|
|
178,520
|
|
|
(25,600
|
)
|
|
636,473
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,939,463
|
|
|
31,014
|
|
|
44,455
|
|
|
—
|
|
|
4,014,932
|
|
||||||
Affiliate long-term debt
|
—
|
|
|
—
|
|
|
12,663
|
|
|
396,957
|
|
|
(395,439
|
)
|
|
14,181
|
|
||||||
Other liabilities
|
15,277
|
|
|
31,817
|
|
|
1,190,717
|
|
|
183,418
|
|
|
(681,583
|
)
|
|
739,646
|
|
||||||
Total liabilities
|
17,234
|
|
|
4,095,899
|
|
|
1,591,371
|
|
|
803,350
|
|
|
(1,102,622
|
)
|
|
5,405,232
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
587,983
|
|
|
591,577
|
|
|
3,597,659
|
|
|
(134,991
|
)
|
|
(4,054,245
|
)
|
|
587,983
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,418
|
)
|
|
4,371
|
|
|
(30,047
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
605,217
|
|
|
$
|
4,687,476
|
|
|
$
|
5,189,030
|
|
|
$
|
633,941
|
|
|
$
|
(5,152,496
|
)
|
|
$
|
5,963,168
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
615,709
|
|
|
$
|
53,386
|
|
|
$
|
(19,160
|
)
|
|
$
|
649,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media program and production expenses
|
—
|
|
|
—
|
|
|
248,205
|
|
|
28,444
|
|
|
(18,494
|
)
|
|
258,155
|
|
||||||
Selling, general and administrative
|
1,296
|
|
|
18,958
|
|
|
122,435
|
|
|
2,633
|
|
|
(25
|
)
|
|
145,297
|
|
||||||
Depreciation, amortization and other operating expenses
|
266
|
|
|
1,725
|
|
|
111,228
|
|
|
(23,920
|
)
|
|
(445
|
)
|
|
88,854
|
|
||||||
Total operating expenses
|
1,562
|
|
|
20,683
|
|
|
481,868
|
|
|
7,157
|
|
|
(18,964
|
)
|
|
492,306
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(1,562
|
)
|
|
(20,683
|
)
|
|
133,841
|
|
|
46,229
|
|
|
(196
|
)
|
|
157,629
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
58,189
|
|
|
87,805
|
|
|
50
|
|
|
—
|
|
|
(146,044
|
)
|
|
—
|
|
||||||
Interest expense
|
(36
|
)
|
|
(54,704
|
)
|
|
(1,119
|
)
|
|
(7,623
|
)
|
|
6,164
|
|
|
(57,318
|
)
|
||||||
Other income (expense)
|
101
|
|
|
799
|
|
|
496
|
|
|
(1,021
|
)
|
|
—
|
|
|
375
|
|
||||||
Loss from extinguishment of debt
|
—
|
|
|
(1,404
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,404
|
)
|
||||||
Total other income (expense)
|
58,254
|
|
|
32,496
|
|
|
(573
|
)
|
|
(8,644
|
)
|
|
(139,880
|
)
|
|
(58,347
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
510
|
|
|
25,106
|
|
|
(44,229
|
)
|
|
(9,966
|
)
|
|
—
|
|
|
(28,579
|
)
|
||||||
Net income (loss)
|
57,202
|
|
|
36,919
|
|
|
89,039
|
|
|
27,619
|
|
|
(140,076
|
)
|
|
70,703
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,494
|
)
|
|
(7
|
)
|
|
(13,501
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
57,202
|
|
|
$
|
36,919
|
|
|
$
|
89,039
|
|
|
$
|
14,125
|
|
|
$
|
(140,083
|
)
|
|
$
|
57,202
|
|
Comprehensive income (loss)
|
$
|
57,202
|
|
|
$
|
36,919
|
|
|
$
|
89,039
|
|
|
$
|
27,619
|
|
|
$
|
(140,076
|
)
|
|
$
|
70,703
|
|
|
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 program and 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
|
|
•
|
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 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, such as payola rules;
|
•
|
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 agreements;
|
•
|
the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
|
•
|
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;
|
•
|
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;
|
•
|
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; and
|
•
|
fluctuations in advertising rates and availability of inventory.
|
•
|
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, but not limited to, sports programming, COMET, CHARGE!, TBD and other original programming, and mobile DTV; and
|
•
|
the results of prior year tax audits by taxing authorities.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Statement of Operations Data:
|
|
|
|
|
|
||
Media revenues (a)
|
$
|
602,486
|
|
|
$
|
531,323
|
|
Revenues realized from station barter arrangements
|
27,570
|
|
|
26,510
|
|
||
Other non-media revenues
|
19,879
|
|
|
21,056
|
|
||
Total revenues
|
649,935
|
|
|
578,889
|
|
||
|
|
|
|
||||
Media production expenses
|
258,155
|
|
|
215,877
|
|
||
Media selling, general and administrative expenses
|
124,721
|
|
|
115,009
|
|
||
Expenses realized from barter arrangements
|
23,245
|
|
|
22,925
|
|
||
Depreciation and amortization expenses (b)
|
100,554
|
|
|
101,260
|
|
||
Other non-media expenses
|
17,245
|
|
|
17,697
|
|
||
Corporate general and administrative expenses
|
20,576
|
|
|
21,341
|
|
||
Research and development expenses
|
1,157
|
|
|
1,101
|
|
||
Gain on asset dispositions
|
(53,347
|
)
|
|
(2,660
|
)
|
||
Operating income
|
157,629
|
|
|
86,339
|
|
||
|
|
|
|
||||
Interest expense and amortization of debt discount and deferred financing costs
|
(57,318
|
)
|
|
(49,415
|
)
|
||
Loss from extinguishment of debt
|
(1,404
|
)
|
|
—
|
|
||
Income from equity and cost method investees
|
(1,321
|
)
|
|
423
|
|
||
Other income (expense), net
|
1,696
|
|
|
462
|
|
||
Income before income taxes
|
99,282
|
|
|
37,809
|
|
||
Income tax provision
|
(28,579
|
)
|
|
(12,180
|
)
|
||
Net income
|
70,703
|
|
|
25,629
|
|
||
Net income attributable to the noncontrolling interests
|
(13,501
|
)
|
|
(1,489
|
)
|
||
Net income attributable to Sinclair Broadcast Group
|
$
|
57,202
|
|
|
$
|
24,140
|
|
|
|
|
|
||||
Basic and Diluted Earnings Per Common Share Attributable to Sinclair Broadcast Group:
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
0.62
|
|
|
$
|
0.25
|
|
Diluted earnings per share
|
$
|
0.61
|
|
|
$
|
0.25
|
|
Balance Sheet Data:
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
815,700
|
|
|
$
|
259,984
|
|
Total assets
|
$
|
6,317,323
|
|
|
$
|
5,963,168
|
|
Total debt (c)
|
$
|
4,084,030
|
|
|
$
|
4,203,848
|
|
Total equity
|
$
|
1,096,899
|
|
|
$
|
557,936
|
|
•
|
In April, we entered into a definitive agreement to purchase the stock of Bonten Media Group Holdings, Inc. (“Bonten”) and Cunningham Broadcasting Corporation entered into a definitive agreement to purchase the membership interest of Esteem Broadcasting for an aggregate purchase price of $240 million. Bonten owns 14 television stations in 8 markets which reach approximately 1% of U.S. television households and provides services to 4 stations pursuant to joint sales agreements with Esteem Broadcasting. We anticipate that the transaction will close and fund in the third quarter of 2017, subject to the satisfaction of closing conditions.
|
•
|
In May 2017, we entered into a definitive agreement to acquire the stock of Tribune Media Company (Tribune) for $43.50 per share, for an aggregate purchase price of approximately $3.9 billion, plus the assumption of approximately $2.7 billion in net debt. Tribune owns or operates 42 television stations in 33 markets, cable network WGN America, digital multicast network Antenna TV, minority stakes in the TV Food Network and CareerBuilder, and a variety of real estate assets. Tribune’s stations consists of 14 FOX, 12 CW, 6 CBS, 3 ABC, 2 NBC, 3 MyNetworkTV affiliates and 2 independent stations. The transaction is subject to approval by Tribune’s stockholders, as well as customary closing conditions, including antitrust clearance and approval by the FCC. We expect to fund the purchase price through a combination of cash on hand, fully committed debt financing, and by accessing the capital markets.
|
•
|
In January 2017, we announced that ratings for Full Measure with Sharyl Attkisson grew by 76% in total household viewership and 116% in 25-54 demographic viewership.
|
•
|
In January 2017, together with Metro-Goldwyn-Mayer, we launched CHARGE!, a new 24-7 action-based network that features more than 2,300 hours of TV series content and more than 2,000 movie titles.
|
•
|
In January 2017, Circa launched a new user-generated platform empowering college students to provide video content about news and entertainment events on their campuses via widgets available on Circa’s web site and social media pages.
|
•
|
In February 2017, we launched TBD, the first multiscreen TV network in the U.S. market to bring premium internet-first content to TV homes across America. TBD will include web series, short films, fashion, comedy, lifestyle, eSports, music and viral content, through partnerships with creators.
|
•
|
Effective February 1, 2017, we reached an agreement in principle to renew the retransmission consent agreement with Frontier Cable for carriage of KOMO (ABC) in Seattle, Washington, KATU (ABC) in Portland, Oregon, and Tennis Channel.
|
•
|
In February 2017, we extended our programming agreement with MyNetwork Television through the 2017-2018 broadcast season.
|
•
|
In March 2017, we acquired the assets of Tennis Media Company, the owner of Tennis magazine and Tennis.com for $8 million plus an additional $6 million earn-out potential based on certain contingencies. The transaction was funded with cash on hand.
|
•
|
In April, we entered into an agreement with Silver Chalice and 120 Sports as equity partners on a new multi-platform sports network, featuring linear broadcast and comprehensive digital offerings, through the merging of 120 Sports’ live studio operations, Silver Chalice’s Campus Insiders’ live collegiate games and Sinclair’s American Sports Network’s (ASN) distribution and live collegiate games.
|
•
|
In May 2017, we received 33 Edward R. Murrow awards including awards for “Overall Excellence” to WJLA in Washington, D.C., and WGME in Portland, ME.
|
•
|
In May 2017, we launched KidsClick, a national multiplatform programming block geared for children that will feature robust and age-appropriate content available on all screens, including broadcast television, online, pay TV, mobile, and over-the-top.
|
•
|
In March 2017, we sold Alarm Funding Associates (Alarm), for $200 million. We purchased Alarm in November 2007 and have invested capital of approximately $10.5 million. After repayment of debt and other costs, we realized approximately $70 million in pre-tax net cash proceeds on the sale.
|
•
|
In March 2017, our wholly-owned subsidiary, ONE Media 3.0, announced an agreement with Saankhya Labs, a leader in the development of Cognitive Software Defined Radio chips, to accelerate the development of ATSC 3.0 chipsets, that will enable various types of consumer devices to receive the Next Generation television standard.
|
•
|
In March, the Company announced a Memorandum of Understanding with Nexstar Media Group for a consortium to promote innovation, and develop and explore products and services associated with ATSC 3.0 and monetization opportunities such as spectrum utilization, virtual MVPD platforms, multicast channels,automotive applications, single frequency networks and wireless data applications, among others.
|
•
|
In January 2017, we extended the maturity of our Term Loan B from April 9, 2020 and July 31, 2021 to January 3, 2024. In connection with the extension, we added additional operating flexibility, including a reduction in certain pricing terms related to the Loans and our existing revolving credit facility and revisions to certain covenant ratio requirements.
|
•
|
In February 2017, our Board of Directors declared a quarterly dividend of $0.18 per share, payable on March 15, 2017 to the holders of record at the close of business on March 1, 2017.
|
•
|
In March 2017, we sold 12.0 million shares of Class A common stock to the public at a price of $42.00 per share. The net proceeds from the offering were approximately $487.9 million and are intended to fund future potential acquisitions and for general corporate purposes.
|
•
|
In January 2017, Christopher S. Ripley assumed the role as President and Chief Executive Officer for the company and former Sinclair President and CEO, David D. Smith, now serves as Executive Chairman. Also Lucy A. Rutishauser assumed the role of Chief Financial Officer.
|
•
|
In February 2017, we announced that we expect to receive an estimated $313 million of gross proceeds as a result of the National Broadband Plan Spectrum Auction. The results of the auction are not expected to produce any material change in our operations or results. The proceeds are expected to be received later this year.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Media revenues (a)
|
$
|
602.5
|
|
|
$
|
531.3
|
|
Revenues realized from station barter arrangements
|
27.6
|
|
|
26.5
|
|
||
Other non-media revenues
|
19.9
|
|
|
21.1
|
|
||
Total revenues
|
650.0
|
|
|
578.9
|
|
||
Media production expenses (a)
|
258.2
|
|
|
215.9
|
|
||
Media selling, general and administrative expenses (a)
|
124.7
|
|
|
115.0
|
|
||
Expenses recognized from station barter arrangements
|
23.2
|
|
|
22.9
|
|
||
Depreciation and amortization
|
100.6
|
|
|
101.4
|
|
||
Other non-media expenses
|
17.2
|
|
|
17.7
|
|
||
Corporate general and administrative expenses
|
20.6
|
|
|
21.3
|
|
||
Research and development
|
1.2
|
|
|
1.1
|
|
||
Gain on asset dispositions
|
(53.3
|
)
|
|
(2.7
|
)
|
||
Operating income
|
$
|
157.6
|
|
|
$
|
86.3
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
57.2
|
|
|
$
|
24.1
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2017
|
|
2016
|
|
Percent
Change
|
|||||
Local revenues:
|
|
|
|
|
|
|
|
|
||
Non-political
|
$
|
478.0
|
|
|
$
|
413.7
|
|
|
15.5
|
%
|
Political
|
0.4
|
|
|
4.0
|
|
|
(b)
|
|
||
Total local
|
478.4
|
|
|
417.7
|
|
|
14.5
|
%
|
||
National revenues (a):
|
|
|
|
|
|
|
|
|
||
Non-political
|
85.7
|
|
|
82.7
|
|
|
3.6
|
%
|
||
Political
|
1.7
|
|
|
20.4
|
|
|
(b)
|
|
||
Total national
|
87.4
|
|
|
103.1
|
|
|
(15.2
|
)%
|
||
Total broadcast segment media revenues
|
$
|
565.8
|
|
|
$
|
520.8
|
|
|
8.6
|
%
|
|
# of channels
|
|
Percent of Net Time Sales for the
|
|
Net Time Sales
Percent Change
|
||
|
|
Three months ended March 31,
|
|
||||
|
|
2017
|
|
2016
|
|
||
ABC
|
36
|
|
27.2%
|
|
27.8%
|
|
(0.6)%
|
FOX
|
54
|
|
27.2%
|
|
25.1%
|
|
2.1%
|
CBS
|
30
|
|
19.2%
|
|
20.1%
|
|
(0.9)%
|
NBC
|
22
|
|
11.3%
|
|
11.3%
|
|
—%
|
CW
|
43
|
|
7.2%
|
|
7.7%
|
|
(0.5)%
|
MNT
|
35
|
|
6.1%
|
|
6.3%
|
|
(0.2)%
|
Other (a)
|
294
|
|
1.8%
|
|
1.7%
|
|
0.1%
|
Total
|
514
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
Percent Change
(Increase/(Decrease))
|
|||||||
|
2017
|
|
2016
|
|
||||||
Media production expenses
|
$
|
232.9
|
|
|
$
|
202.6
|
|
|
15.0
|
%
|
Media selling, general and administrative expenses
|
$
|
112.5
|
|
|
$
|
110.1
|
|
|
2.2
|
%
|
Amortization of program contract costs and net realizable value adjustments
|
$
|
31.0
|
|
|
$
|
33.5
|
|
|
(7.5
|
)%
|
Corporate general and administrative expenses
|
$
|
19.0
|
|
|
$
|
20.4
|
|
|
(6.9
|
)%
|
Depreciation and amortization expenses
|
$
|
60.3
|
|
|
$
|
62.5
|
|
|
(3.5
|
)%
|
|
Three months ended March 31,
|
|
Percent Change
(Increase/ (Decrease)) |
|||||||
|
2017
|
|
2016
|
|
||||||
Corporate general and administrative expenses
|
$
|
1.3
|
|
|
$
|
0.3
|
|
|
333.3
|
%
|
Interest expense
|
$
|
54.7
|
|
|
$
|
46.5
|
|
|
17.6
|
%
|
Income tax provision
|
$
|
(28.6
|
)
|
|
$
|
(12.2
|
)
|
|
134.4
|
%
|
Loss from extinguishment of debt
|
$
|
1.4
|
|
|
$
|
—
|
|
|
n/a
|
|
|
For the three months ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net cash flows from operating activities
|
$
|
69.6
|
|
|
$
|
134.0
|
|
|
|
|
|
||||
Cash flows (used in) from investing activities:
|
|
|
|
|
|
||
Acquisition of property and equipment
|
$
|
(20.8
|
)
|
|
$
|
(25.9
|
)
|
Acquisition of businesses, net of cash acquired
|
(8.0
|
)
|
|
(384.6
|
)
|
||
Proceeds from sale of non-media business
|
192.1
|
|
|
—
|
|
||
Investments in equity and cost method investees
|
(3.1
|
)
|
|
(19.9
|
)
|
||
Loans to affiliates
|
—
|
|
|
(19.5
|
)
|
||
Other
|
(5.1
|
)
|
|
(4.7
|
)
|
||
Net cash flows from (used in) investing activities
|
$
|
155.1
|
|
|
$
|
(454.6
|
)
|
|
|
|
|
||||
Cash flows (used in) from financing activities:
|
|
|
|
|
|
||
Proceeds from notes payable, commercial bank financing and capital leases
|
$
|
163.1
|
|
|
$
|
598.9
|
|
Repayments of notes payable, commercial bank financing and capital leases
|
(284.4
|
)
|
|
(261.2
|
)
|
||
Proceeds from the sale of Class A Common Stock
|
487.9
|
|
|
—
|
|
||
Dividends paid on Class A and Class B Common Stock
|
(16.3
|
)
|
|
(15.7
|
)
|
||
Other
|
(19.4
|
)
|
|
(9.8
|
)
|
||
Net cash flows from financing activities
|
$
|
330.9
|
|
|
$
|
312.2
|
|
•
|
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
|
|
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated February 14, 2017.
|
|
|
|
31.1
|
|
Certification by Christopher S. Ripley, as 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 Lucy Rutishauser, 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 Christopher S. Ripley, as 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 Lucy Rutishauser, 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
|
|
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated February 14, 2017.
|
|
|
|
31.1
|
|
Certification by Christopher S. Ripley, as 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 Lucy Rutishauser, 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 Christopher S. Ripley, as 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 Lucy Rutishauser, 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, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Ripley
|
|||
|
Signature:
|
Christopher S. Ripley
|
||
|
|
Chief Executive Officer
|
Date:
|
May 10, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Lucy A. Rutishauser
|
|||
|
Signature:
|
Lucy A. Rutishauser
|
||
|
|
Chief Financial Officer
|
/s/ Christopher S. Ripley
|
|
Christopher S. Ripley
|
|
Chief Executive Officer
|
|
May 10, 2017
|
|
/s/ Lucy A. Rutishauser
|
|
Lucy A. Rutishauser
|
|
Chief Financial Officer
|
|
May 10, 2017
|
|