|
|
Maryland
|
|
52-1494660
|
(State or other jurisdiction of Incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $ 0.01 per share
|
|
SBGI
|
|
The NASDAQ Stock Market LLC
|
Yes
|
☒
|
|
No
|
☐
|
Yes
|
☒
|
|
No
|
☐
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
Yes
|
☐
|
|
No
|
☒
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
929,038
|
|
|
$
|
1,060,330
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,060 and $2,379, respectively
|
589,952
|
|
|
598,597
|
|
||
Current portion of program contract costs
|
21,854
|
|
|
64,247
|
|
||
Income taxes receivable
|
8,212
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
86,574
|
|
|
60,732
|
|
||
Total current assets
|
1,635,630
|
|
|
1,783,906
|
|
||
Program contract costs, less current portion
|
7,524
|
|
|
11,217
|
|
||
Property and equipment, net
|
699,505
|
|
|
683,134
|
|
||
Operating lease assets
|
192,390
|
|
|
—
|
|
||
Goodwill
|
2,123,902
|
|
|
2,123,902
|
|
||
Indefinite-lived intangible assets
|
158,364
|
|
|
158,222
|
|
||
Definite-lived intangible assets, net
|
1,540,483
|
|
|
1,626,880
|
|
||
Other assets
|
195,868
|
|
|
184,831
|
|
||
Total assets (a)
|
$
|
6,553,666
|
|
|
$
|
6,572,092
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
424,580
|
|
|
$
|
413,227
|
|
Income taxes payable
|
—
|
|
|
23,314
|
|
||
Current portion of notes payable, finance leases and commercial bank financing
|
25,207
|
|
|
42,564
|
|
||
Current portion of operating lease liabilities
|
22,662
|
|
|
—
|
|
||
Current portion of program contracts payable
|
53,775
|
|
|
93,480
|
|
||
Total current liabilities
|
526,224
|
|
|
572,585
|
|
||
Notes payable, finance leases and commercial bank financing, less current portion
|
3,762,794
|
|
|
3,849,891
|
|
||
Operating lease liabilities, less current portion
|
194,259
|
|
|
—
|
|
||
Program contracts payable, less current portion
|
40,894
|
|
|
50,060
|
|
||
Deferred tax liabilities
|
415,579
|
|
|
413,253
|
|
||
Other long-term liabilities
|
84,917
|
|
|
85,983
|
|
||
Total liabilities (a)
|
5,024,667
|
|
|
4,971,772
|
|
||
Commitments and contingencies (See Note 5)
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Shareholders' Equity:
|
|
|
|
|
|
||
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 67,032,088 and 68,897,723 shares issued and outstanding, respectively
|
670
|
|
|
689
|
|
||
Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 25,027,682 and 25,670,684 shares issued and outstanding, respectively, convertible into Class A Common Stock
|
250
|
|
|
257
|
|
||
Additional paid-in capital
|
1,024,155
|
|
|
1,121,054
|
|
||
Retained earnings
|
544,824
|
|
|
517,620
|
|
||
Accumulated other comprehensive loss
|
(784
|
)
|
|
(784
|
)
|
||
Total Sinclair Broadcast Group shareholders’ equity
|
1,569,115
|
|
|
1,638,836
|
|
||
Noncontrolling interests
|
(40,116
|
)
|
|
(38,516
|
)
|
||
Total equity
|
1,528,999
|
|
|
1,600,320
|
|
||
Total liabilities and equity
|
$
|
6,553,666
|
|
|
$
|
6,572,092
|
|
|
(a)
|
Our consolidated total assets as of June 30, 2019 and December 31, 2018 include total assets of variable interest entities (VIEs) of $121.4 million and $127.6 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of June 30, 2019 and December 31, 2018 include total liabilities of VIEs of $15.2 million and $22.3 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
43,383
|
|
|
$
|
29,309
|
|
|
$
|
66,154
|
|
|
$
|
73,304
|
|
Comprehensive income
|
43,383
|
|
|
29,309
|
|
|
66,154
|
|
|
73,304
|
|
||||
Comprehensive income attributable to the noncontrolling interests
|
(1,086
|
)
|
|
(1,268
|
)
|
|
(2,185
|
)
|
|
(2,139
|
)
|
||||
Comprehensive income attributable to Sinclair Broadcast Group
|
$
|
42,297
|
|
|
$
|
28,041
|
|
|
$
|
63,969
|
|
|
$
|
71,165
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||||
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, December 31, 2017
|
76,071,145
|
|
|
$
|
761
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,320,298
|
|
|
$
|
248,845
|
|
|
$
|
(1,423
|
)
|
|
$
|
(34,372
|
)
|
|
$
|
1,534,366
|
|
Cumulative effect of adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,100
|
|
|
—
|
|
|
—
|
|
|
2,100
|
|
|||||||
Dividends declared and paid on Class A and Class B Common Stock ($0.36 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,794
|
)
|
|
—
|
|
|
—
|
|
|
(36,794
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
505,835
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
15,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,958
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,516
|
)
|
|
(3,516
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,165
|
|
|
—
|
|
|
2,139
|
|
|
73,304
|
|
|||||||
BALANCE, June 30, 2018
|
76,576,980
|
|
|
$
|
766
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,336,251
|
|
|
$
|
285,316
|
|
|
$
|
(1,423
|
)
|
|
$
|
(35,749
|
)
|
|
$
|
1,585,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||||
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, March 31, 2018
|
76,509,574
|
|
|
$
|
765
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,332,432
|
|
|
$
|
275,676
|
|
|
$
|
(1,423
|
)
|
|
$
|
(36,164
|
)
|
|
$
|
1,571,543
|
|
Dividends declared and paid on Class A and Class B Common Stock ($0.18 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,401
|
)
|
|
—
|
|
|
—
|
|
|
(18,401
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
67,406
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3,819
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,820
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(853
|
)
|
|
(853
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,041
|
|
|
—
|
|
|
1,268
|
|
|
29,309
|
|
|||||||
BALANCE, June 30, 2018
|
76,576,980
|
|
|
$
|
766
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,336,251
|
|
|
$
|
285,316
|
|
|
$
|
(1,423
|
)
|
|
$
|
(35,749
|
)
|
|
$
|
1,585,418
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||||
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, December 31, 2018
|
68,897,723
|
|
|
$
|
689
|
|
|
25,670,684
|
|
|
$
|
257
|
|
|
$
|
1,121,054
|
|
|
$
|
517,620
|
|
|
$
|
(784
|
)
|
|
$
|
(38,516
|
)
|
|
$
|
1,600,320
|
|
Dividends declared and paid on Class A and Class B Common Stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,765
|
)
|
|
—
|
|
|
—
|
|
|
(36,765
|
)
|
|||||||
Class B Common Stock converted into Class A Common Stock
|
643,002
|
|
|
7
|
|
|
(643,002
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of Class A Common Stock
|
(3,993,194
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(124,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,034
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
1,484,557
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
28,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,109
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,785
|
)
|
|
(3,785
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,969
|
|
|
—
|
|
|
2,185
|
|
|
66,154
|
|
|||||||
BALANCE, June 30, 2019
|
67,032,088
|
|
|
$
|
670
|
|
|
25,027,682
|
|
|
$
|
250
|
|
|
$
|
1,024,155
|
|
|
$
|
544,824
|
|
|
$
|
(784
|
)
|
|
$
|
(40,116
|
)
|
|
$
|
1,528,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||||
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, March 31, 2019
|
66,241,852
|
|
|
$
|
662
|
|
|
25,527,682
|
|
|
$
|
255
|
|
|
$
|
1,038,332
|
|
|
$
|
520,936
|
|
|
$
|
(784
|
)
|
|
$
|
(40,248
|
)
|
|
$
|
1,519,153
|
|
Dividends declared and paid on Class A and Class B Common Stock ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,409
|
)
|
|
—
|
|
|
—
|
|
|
(18,409
|
)
|
|||||||
Class B Common Stock converted into Class A Common Stock
|
500,000
|
|
|
5
|
|
|
(500,000
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchases of Class A Common Stock
|
(500,000
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(20,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,049
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
790,236
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
5,867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,875
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(954
|
)
|
|
(954
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,297
|
|
|
—
|
|
|
1,086
|
|
|
43,383
|
|
|||||||
BALANCE, June 30, 2019
|
67,032,088
|
|
|
$
|
670
|
|
|
25,027,682
|
|
|
$
|
250
|
|
|
$
|
1,024,155
|
|
|
$
|
544,824
|
|
|
$
|
(784
|
)
|
|
$
|
(40,116
|
)
|
|
$
|
1,528,999
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
66,154
|
|
|
$
|
73,304
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation of property and equipment
|
45,325
|
|
|
50,442
|
|
||
Amortization of definite-lived intangible and other assets
|
87,001
|
|
|
86,722
|
|
||
Amortization of program contract costs and net realizable value adjustments
|
46,021
|
|
|
51,660
|
|
||
Stock-based compensation
|
19,636
|
|
|
13,740
|
|
||
Deferred tax provision (benefit)
|
2,985
|
|
|
(73,171
|
)
|
||
Gain on asset dispositions and other, net of impairment
|
(21,795
|
)
|
|
(25,777
|
)
|
||
Loss from equity method investments
|
25,481
|
|
|
30,052
|
|
||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Decrease (increase) in accounts receivable
|
5,486
|
|
|
(2,971
|
)
|
||
Increase in prepaid expenses and other current assets
|
(25,357
|
)
|
|
(27,796
|
)
|
||
Increase in accounts payable and accrued liabilities
|
24,189
|
|
|
85,064
|
|
||
Net change in net income taxes payable/receivable
|
(31,526
|
)
|
|
47,570
|
|
||
Decrease in program contracts payable
|
(48,807
|
)
|
|
(63,916
|
)
|
||
Other, net
|
27,898
|
|
|
10,233
|
|
||
Net cash flows from operating activities
|
222,691
|
|
|
255,156
|
|
||
|
|
|
|
||||
CASH FLOWS USED IN INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Acquisition of property and equipment
|
(61,595
|
)
|
|
(52,268
|
)
|
||
Purchases of investments
|
(43,594
|
)
|
|
(18,596
|
)
|
||
Distributions from investments
|
3,026
|
|
|
13,505
|
|
||
Spectrum repack reimbursements
|
22,119
|
|
|
1,542
|
|
||
Other, net
|
(1,405
|
)
|
|
(56
|
)
|
||
Net cash flows used in investing activities
|
(81,449
|
)
|
|
(55,873
|
)
|
||
|
|
|
|
||||
CASH FLOWS USED IN FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from notes payable and commercial bank financing
|
509
|
|
|
2,016
|
|
||
Repayments of notes payable, commercial bank financing and finance leases
|
(108,554
|
)
|
|
(142,077
|
)
|
||
Dividends paid on Class A and Class B Common Stock
|
(36,765
|
)
|
|
(36,794
|
)
|
||
Repurchase of outstanding Class A Common Stock
|
(125,034
|
)
|
|
—
|
|
||
Other, net
|
(2,690
|
)
|
|
(2,144
|
)
|
||
Net cash flows used in financing activities
|
(272,534
|
)
|
|
(178,999
|
)
|
||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(131,292
|
)
|
|
20,284
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period
|
1,060,330
|
|
|
995,940
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period
|
$
|
929,038
|
|
|
$
|
1,016,224
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
|
Broadcast
|
|
Other
|
|
Total
|
|
Broadcast
|
|
Other
|
|
Total
|
||||||||||||
Advertising revenue
|
$
|
314,520
|
|
|
$
|
24,584
|
|
|
$
|
339,104
|
|
|
$
|
338,204
|
|
|
$
|
20,918
|
|
|
$
|
359,122
|
|
Distribution revenue
|
334,746
|
|
|
31,911
|
|
|
366,657
|
|
|
291,931
|
|
|
27,527
|
|
|
319,458
|
|
||||||
Other media and non-media revenues
|
10,358
|
|
|
54,600
|
|
|
64,958
|
|
|
12,144
|
|
|
39,419
|
|
|
51,563
|
|
||||||
Total revenues
|
$
|
659,624
|
|
|
$
|
111,095
|
|
|
$
|
770,719
|
|
|
$
|
642,279
|
|
|
$
|
87,864
|
|
|
$
|
730,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
|
||||||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
|
Broadcast
|
|
Other
|
|
Total
|
|
Broadcast
|
|
Other
|
|
Total
|
||||||||||||
Advertising revenue
|
$
|
602,370
|
|
|
$
|
44,786
|
|
|
$
|
647,156
|
|
|
$
|
637,116
|
|
|
$
|
38,334
|
|
|
$
|
675,450
|
|
Distribution revenue
|
654,744
|
|
|
64,078
|
|
|
718,822
|
|
|
579,056
|
|
|
54,762
|
|
|
633,818
|
|
||||||
Other media and non-media revenues
|
21,011
|
|
|
105,833
|
|
|
126,844
|
|
|
22,000
|
|
|
64,228
|
|
|
86,228
|
|
||||||
Total revenues
|
$
|
1,278,125
|
|
|
$
|
214,697
|
|
|
$
|
1,492,822
|
|
|
$
|
1,238,172
|
|
|
$
|
157,324
|
|
|
$
|
1,395,496
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Finance lease expense:
|
|
|
|
||||
Amortization of finance lease asset
|
$
|
775
|
|
|
$
|
1,494
|
|
Interest on lease liabilities
|
1,063
|
|
|
1,977
|
|
||
Total finance lease expense
|
1,838
|
|
|
3,471
|
|
||
Operating lease expense (a)
|
10,217
|
|
|
20,155
|
|
||
Total lease expense
|
$
|
12,055
|
|
|
$
|
23,626
|
|
|
(a)
|
Includes variable and short-term lease expense of $1.2 million and $0.2 million, respectively, for the three months ended June 30, 2019 and $2.3 million and $0.5 million, respectively, for the six months ended June 30, 2019.
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
$
|
16,975
|
|
|
$
|
4,042
|
|
|
$
|
21,017
|
|
2020
|
31,711
|
|
|
7,938
|
|
|
39,649
|
|
|||
2021
|
29,688
|
|
|
7,908
|
|
|
37,596
|
|
|||
2022
|
27,174
|
|
|
7,166
|
|
|
34,340
|
|
|||
2023
|
25,786
|
|
|
7,138
|
|
|
32,924
|
|
|||
Thereafter
|
168,856
|
|
|
21,217
|
|
|
190,073
|
|
|||
Total undiscounted obligations
|
300,190
|
|
|
55,409
|
|
|
355,599
|
|
|||
Less imputed interest
|
(83,269
|
)
|
|
(15,393
|
)
|
|
(98,662
|
)
|
|||
Present value of lease obligations
|
$
|
216,921
|
|
|
$
|
40,016
|
|
|
$
|
256,937
|
|
2019
|
$
|
32,108
|
|
2020
|
31,287
|
|
|
2021
|
29,547
|
|
|
2022
|
26,702
|
|
|
2023
|
24,325
|
|
|
2024 and thereafter
|
157,816
|
|
|
Total
|
$
|
301,785
|
|
|
Operating Leases
|
|
Finance Leases
|
|
||||
Lease assets, non-current
|
$
|
192,390
|
|
|
$
|
16,130
|
|
(a)
|
|
|
|
|
|
||||
Lease liabilities, current
|
$
|
22,662
|
|
|
$
|
4,605
|
|
|
Lease liabilities, non-current
|
194,259
|
|
|
35,411
|
|
|
||
Total lease liabilities
|
$
|
216,921
|
|
|
$
|
40,016
|
|
|
|
|
|
|
|
||||
Weighted average remaining lease term (in years)
|
10.94
|
|
|
7.55
|
|
|
||
Weighted average discount rate
|
5.8
|
%
|
|
9.0
|
%
|
|
|
(a)
|
Finance lease assets are reflected in property and equipment, net.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income (Numerator)
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
43,383
|
|
|
$
|
29,309
|
|
|
$
|
66,154
|
|
|
$
|
73,304
|
|
Net income attributable to noncontrolling interests
|
(1,086
|
)
|
|
(1,268
|
)
|
|
(2,185
|
)
|
|
(2,139
|
)
|
||||
Numerator for basic and diluted earnings per common share available to common shareholders
|
$
|
42,297
|
|
|
$
|
28,041
|
|
|
$
|
63,969
|
|
|
$
|
71,165
|
|
|
|
|
|
|
|
|
|
||||||||
Shares (Denominator)
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
91,764
|
|
|
102,224
|
|
|
92,032
|
|
|
102,062
|
|
||||
Dilutive effect of stock-settled appreciation rights and outstanding stock options
|
1,399
|
|
|
762
|
|
|
1,157
|
|
|
890
|
|
||||
Weighted-average common and common equivalent shares outstanding
|
93,163
|
|
|
102,986
|
|
|
93,189
|
|
|
102,952
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted-average stock-settled appreciation rights and outstanding stock options excluded
|
—
|
|
|
1,600
|
|
|
475
|
|
|
1,050
|
|
As of June 30, 2019
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Assets
|
|
$
|
4,828,998
|
|
|
$
|
726,311
|
|
|
$
|
998,357
|
|
|
$
|
6,553,666
|
|
For the three months ended June 30, 2019
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
659,624
|
|
|
$
|
111,095
|
|
|
$
|
—
|
|
|
$
|
770,719
|
|
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets
|
|
59,504
|
|
|
6,319
|
|
|
19
|
|
|
65,842
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
22,084
|
|
|
—
|
|
|
—
|
|
|
22,084
|
|
||||
Corporate general and administrative expenses
|
|
32,569
|
|
|
263
|
|
|
18,823
|
|
|
51,655
|
|
||||
(Gain) loss on asset dispositions and other, net of impairment
|
|
(14,122
|
)
|
|
134
|
|
|
—
|
|
|
(13,988
|
)
|
||||
Operating income (loss)
|
|
134,918
|
|
|
(10,077
|
)
|
|
(18,842
|
)
|
|
105,999
|
|
||||
Interest expense
|
|
1,300
|
|
|
195
|
|
|
52,183
|
|
|
53,678
|
|
||||
(Loss) income from equity method investments
|
|
—
|
|
|
(11,929
|
)
|
|
85
|
|
|
(11,844
|
)
|
For the three months ended June 30, 2018
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
642,279
|
|
|
$
|
87,864
|
|
|
$
|
—
|
|
|
$
|
730,143
|
|
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets
|
|
58,964
|
|
|
7,251
|
|
|
19
|
|
|
66,234
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
24,710
|
|
|
—
|
|
|
—
|
|
|
24,710
|
|
||||
Corporate general and administrative expenses
|
|
26,590
|
|
|
221
|
|
|
2,874
|
|
|
29,685
|
|
||||
Gain on asset dispositions and other, net of impairment
|
|
(1,301
|
)
|
|
(3,440
|
)
|
|
—
|
|
|
(4,741
|
)
|
||||
Operating income (loss)
|
|
140,607
|
|
|
(6,132
|
)
|
|
(2,893
|
)
|
|
131,582
|
|
||||
Interest expense
|
|
1,438
|
|
|
198
|
|
|
90,635
|
|
|
92,271
|
|
||||
Loss from equity method investments
|
|
—
|
|
|
(17,256
|
)
|
|
(434
|
)
|
|
(17,690
|
)
|
For the six months ended June 30, 2019
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
1,278,125
|
|
|
$
|
214,697
|
|
|
$
|
—
|
|
|
$
|
1,492,822
|
|
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets
|
|
122,185
|
|
|
10,103
|
|
|
38
|
|
|
132,326
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
46,021
|
|
|
—
|
|
|
—
|
|
|
46,021
|
|
||||
Corporate general and administrative expenses
|
|
58,329
|
|
|
420
|
|
|
20,632
|
|
|
79,381
|
|
||||
(Gain) loss on asset dispositions and other, net of impairment
|
|
(22,142
|
)
|
|
347
|
|
|
(102
|
)
|
|
(21,897
|
)
|
||||
Operating income (loss)
|
|
230,145
|
|
|
(9,980
|
)
|
|
(20,568
|
)
|
|
199,597
|
|
||||
Interest expense
|
|
2,783
|
|
|
387
|
|
|
105,134
|
|
|
108,304
|
|
||||
(Loss) income from equity method investments
|
|
—
|
|
|
(25,881
|
)
|
|
400
|
|
|
(25,481
|
)
|
For the six months ended June 30, 2018
|
|
Broadcast
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||
Revenue
|
|
$
|
1,238,172
|
|
|
$
|
157,324
|
|
|
$
|
—
|
|
|
$
|
1,395,496
|
|
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets
|
|
122,833
|
|
|
14,293
|
|
|
38
|
|
|
137,164
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
|
51,660
|
|
|
—
|
|
|
—
|
|
|
51,660
|
|
||||
Corporate general and administrative expenses
|
|
48,334
|
|
|
476
|
|
|
5,471
|
|
|
54,281
|
|
||||
(Gain) loss on asset dispositions and other, net of impairment
|
|
(85,400
|
)
|
(b)
|
59,550
|
|
(a)
|
—
|
|
|
(25,850
|
)
|
||||
Operating income (loss)
|
|
316,774
|
|
(b)
|
(72,368
|
)
|
(a)
|
(5,509
|
)
|
|
238,897
|
|
||||
Interest expense
|
|
2,809
|
|
|
400
|
|
|
158,804
|
|
|
162,013
|
|
||||
(Loss) income from equity method investments
|
|
—
|
|
|
(31,617
|
)
|
|
1,340
|
|
|
(30,277
|
)
|
|
(a)
|
Includes a $59.6 million impairment to the carrying value of a consolidated real estate venture.
|
(b)
|
Includes a gain of $83.3 million related to the auction proceeds. See Note 2. Acquisitions and Dispositions of Assets.
|
|
As of June 30,
2019 |
|
As of December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
10,000
|
|
|
$
|
—
|
|
Accounts receivable, net
|
17,255
|
|
|
28,276
|
|
||
Other current assets
|
2,738
|
|
|
6,773
|
|
||
Total current assets
|
29,993
|
|
|
35,049
|
|
||
|
|
|
|
||||
Program contract costs, less current portion
|
1,393
|
|
|
2,058
|
|
||
Property and equipment, net
|
8,407
|
|
|
5,346
|
|
||
Goodwill and indefinite-lived intangible assets
|
15,064
|
|
|
15,064
|
|
||
Definite-lived intangible assets, net
|
64,217
|
|
|
67,680
|
|
||
Other assets
|
2,362
|
|
|
2,374
|
|
||
Total assets
|
$
|
121,436
|
|
|
$
|
127,571
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Other current liabilities
|
$
|
12,895
|
|
|
$
|
18,298
|
|
|
|
|
|
||||
Notes payable, finance leases and commercial bank financing, less current portion
|
17,085
|
|
|
19,278
|
|
||
Program contracts payable, less current portion
|
6,917
|
|
|
8,474
|
|
||
Other long-term liabilities
|
650
|
|
|
650
|
|
||
Total liabilities
|
$
|
37,547
|
|
|
$
|
46,700
|
|
•
|
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 June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Face Value (a)
|
|
Fair Value
|
|
Face Value (a)
|
|
Fair Value
|
||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
||||
6.125% Senior Unsecured Notes due 2022
|
$
|
500,000
|
|
|
$
|
508,125
|
|
|
$
|
500,000
|
|
|
$
|
503,750
|
|
5.875% Senior Unsecured Notes due 2026
|
350,000
|
|
|
357,770
|
|
|
350,000
|
|
|
326,375
|
|
||||
5.625% Senior Unsecured Notes due 2024
|
550,000
|
|
|
562,375
|
|
|
550,000
|
|
|
515,625
|
|
||||
5.375% Senior Unsecured Notes due 2021
|
600,000
|
|
|
600,378
|
|
|
600,000
|
|
|
598,500
|
|
||||
5.125% Senior Unsecured Notes due 2027
|
400,000
|
|
|
392,000
|
|
|
400,000
|
|
|
353,000
|
|
||||
Term Loan A (b)
|
—
|
|
|
—
|
|
|
95,892
|
|
|
92,057
|
|
||||
Term Loan B
|
1,335,750
|
|
|
1,315,714
|
|
|
1,342,600
|
|
|
1,275,470
|
|
||||
Debt of variable interest entities
|
23,114
|
|
|
23,114
|
|
|
25,281
|
|
|
25,281
|
|
||||
Debt of non-media subsidiaries
|
18,671
|
|
|
18,671
|
|
|
19,577
|
|
|
19,577
|
|
|
(a)
|
Amounts are carried on our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $29.6 million and $33.0 million as of June 30, 2019 and December 31, 2018, respectively.
|
(b)
|
Term Loan A debt was repaid in April 2019. For additional information, see Note 3. Notes Payable and Commercial Bank Financing.
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
891,865
|
|
|
$
|
2,995
|
|
|
$
|
34,178
|
|
|
$
|
—
|
|
|
$
|
929,038
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
538,644
|
|
|
51,308
|
|
|
—
|
|
|
589,952
|
|
||||||
Other current assets
|
4,511
|
|
|
12,655
|
|
|
91,021
|
|
|
34,348
|
|
|
(25,895
|
)
|
|
116,640
|
|
||||||
Total current assets
|
4,511
|
|
|
904,520
|
|
|
632,660
|
|
|
119,834
|
|
|
(25,895
|
)
|
|
1,635,630
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
723
|
|
|
31,187
|
|
|
612,278
|
|
|
71,960
|
|
|
(16,643
|
)
|
|
699,505
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
1,546,563
|
|
|
3,579,483
|
|
|
—
|
|
|
—
|
|
|
(5,126,046
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,120,035
|
|
|
3,867
|
|
|
—
|
|
|
2,123,902
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
143,924
|
|
|
14,440
|
|
|
—
|
|
|
158,364
|
|
||||||
Definite-lived intangible assets, net
|
—
|
|
|
—
|
|
|
1,523,633
|
|
|
66,307
|
|
|
(49,457
|
)
|
|
1,540,483
|
|
||||||
Other long-term assets
|
45,396
|
|
|
879,846
|
|
|
297,849
|
|
|
164,460
|
|
|
(991,769
|
)
|
|
395,782
|
|
||||||
Total assets
|
$
|
1,597,193
|
|
|
$
|
5,395,036
|
|
|
$
|
5,330,379
|
|
|
$
|
440,868
|
|
|
$
|
(6,209,810
|
)
|
|
$
|
6,553,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
15,101
|
|
|
$
|
90,325
|
|
|
$
|
269,371
|
|
|
$
|
76,592
|
|
|
$
|
(26,809
|
)
|
|
$
|
424,580
|
|
Current portion of long-term debt
|
—
|
|
|
13,700
|
|
|
4,247
|
|
|
7,838
|
|
|
(578
|
)
|
|
25,207
|
|
||||||
Other current liabilities
|
1,052
|
|
|
616
|
|
|
67,945
|
|
|
6,824
|
|
|
—
|
|
|
76,437
|
|
||||||
Total current liabilities
|
16,153
|
|
|
104,641
|
|
|
341,563
|
|
|
91,254
|
|
|
(27,387
|
)
|
|
526,224
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,693,460
|
|
|
34,555
|
|
|
365,283
|
|
|
(330,504
|
)
|
|
3,762,794
|
|
||||||
Other long-term liabilities
|
11,925
|
|
|
46,745
|
|
|
1,376,146
|
|
|
173,456
|
|
|
(872,623
|
)
|
|
735,649
|
|
||||||
Total liabilities
|
28,078
|
|
|
3,844,846
|
|
|
1,752,264
|
|
|
629,993
|
|
|
(1,230,514
|
)
|
|
5,024,667
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
1,569,115
|
|
|
1,550,190
|
|
|
3,578,115
|
|
|
(145,440
|
)
|
|
(4,982,865
|
)
|
|
1,569,115
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,685
|
)
|
|
3,569
|
|
|
(40,116
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
1,597,193
|
|
|
$
|
5,395,036
|
|
|
$
|
5,330,379
|
|
|
$
|
440,868
|
|
|
$
|
(6,209,810
|
)
|
|
$
|
6,553,666
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
961,963
|
|
|
$
|
19,648
|
|
|
$
|
78,719
|
|
|
$
|
—
|
|
|
$
|
1,060,330
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
530,543
|
|
|
68,054
|
|
|
—
|
|
|
598,597
|
|
||||||
Other current assets
|
3,235
|
|
|
5,548
|
|
|
103,111
|
|
|
37,157
|
|
|
(24,072
|
)
|
|
124,979
|
|
||||||
Total current assets
|
3,235
|
|
|
967,511
|
|
|
653,302
|
|
|
183,930
|
|
|
(24,072
|
)
|
|
1,783,906
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
754
|
|
|
31,773
|
|
|
593,755
|
|
|
70,223
|
|
|
(13,371
|
)
|
|
683,134
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
1,604,234
|
|
|
3,654,263
|
|
|
4,179
|
|
|
—
|
|
|
(5,262,676
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,120,035
|
|
|
3,867
|
|
|
—
|
|
|
2,123,902
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
143,924
|
|
|
14,298
|
|
|
—
|
|
|
158,222
|
|
||||||
Definite-lived intangible assets, net
|
—
|
|
|
—
|
|
|
1,608,748
|
|
|
70,409
|
|
|
(52,277
|
)
|
|
1,626,880
|
|
||||||
Other long-term assets
|
31,002
|
|
|
851,170
|
|
|
119,187
|
|
|
165,064
|
|
|
(970,375
|
)
|
|
196,048
|
|
||||||
Total assets
|
$
|
1,639,225
|
|
|
$
|
5,504,717
|
|
|
$
|
5,243,130
|
|
|
$
|
507,791
|
|
|
$
|
(6,322,771
|
)
|
|
$
|
6,572,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
100
|
|
|
$
|
78,814
|
|
|
$
|
273,444
|
|
|
$
|
85,875
|
|
|
$
|
(25,006
|
)
|
|
$
|
413,227
|
|
Current portion of long-term debt
|
—
|
|
|
31,135
|
|
|
4,100
|
|
|
7,842
|
|
|
(513
|
)
|
|
42,564
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
107,051
|
|
|
9,743
|
|
|
—
|
|
|
116,794
|
|
||||||
Total current liabilities
|
100
|
|
|
109,949
|
|
|
384,595
|
|
|
103,460
|
|
|
(25,519
|
)
|
|
572,585
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,775,489
|
|
|
36,551
|
|
|
381,913
|
|
|
(344,062
|
)
|
|
3,849,891
|
|
||||||
Other long-term liabilities
|
289
|
|
|
40,132
|
|
|
1,169,184
|
|
|
173,197
|
|
|
(833,506
|
)
|
|
549,296
|
|
||||||
Total liabilities
|
389
|
|
|
3,925,570
|
|
|
1,590,330
|
|
|
658,570
|
|
|
(1,203,087
|
)
|
|
4,971,772
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity (deficit)
|
1,638,836
|
|
|
1,579,147
|
|
|
3,652,800
|
|
|
(107,825
|
)
|
|
(5,124,122
|
)
|
|
1,638,836
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,954
|
)
|
|
4,438
|
|
|
(38,516
|
)
|
||||||
Total liabilities and equity (deficit)
|
$
|
1,639,225
|
|
|
$
|
5,504,717
|
|
|
$
|
5,243,130
|
|
|
$
|
507,791
|
|
|
$
|
(6,322,771
|
)
|
|
$
|
6,572,092
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
704,513
|
|
|
$
|
88,710
|
|
|
$
|
(22,504
|
)
|
|
$
|
770,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media program and production expenses
|
—
|
|
|
—
|
|
|
317,279
|
|
|
32,744
|
|
|
(14,861
|
)
|
|
335,162
|
|
||||||
Selling, general and administrative
|
18,999
|
|
|
32,569
|
|
|
162,019
|
|
|
4,123
|
|
|
(1,300
|
)
|
|
216,410
|
|
||||||
Depreciation, amortization and other operating expenses
|
152
|
|
|
1,328
|
|
|
69,499
|
|
|
46,422
|
|
|
(4,253
|
)
|
|
113,148
|
|
||||||
Total operating expenses
|
19,151
|
|
|
33,897
|
|
|
548,797
|
|
|
83,289
|
|
|
(20,414
|
)
|
|
664,720
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(19,151
|
)
|
|
(33,897
|
)
|
|
155,716
|
|
|
5,421
|
|
|
(2,090
|
)
|
|
105,999
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
57,015
|
|
|
118,038
|
|
|
—
|
|
|
—
|
|
|
(175,053
|
)
|
|
—
|
|
||||||
Interest expense
|
(163
|
)
|
|
(52,020
|
)
|
|
(889
|
)
|
|
(4,136
|
)
|
|
3,530
|
|
|
(53,678
|
)
|
||||||
Other income (expense)
|
351
|
|
|
4,789
|
|
|
(11,729
|
)
|
|
278
|
|
|
—
|
|
|
(6,311
|
)
|
||||||
Total other income (expense)
|
57,203
|
|
|
70,807
|
|
|
(12,618
|
)
|
|
(3,858
|
)
|
|
(171,523
|
)
|
|
(59,989
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
4,245
|
|
|
17,370
|
|
|
(23,902
|
)
|
|
(340
|
)
|
|
—
|
|
|
(2,627
|
)
|
||||||
Net income
|
42,297
|
|
|
54,280
|
|
|
119,196
|
|
|
1,223
|
|
|
(173,613
|
)
|
|
43,383
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,072
|
)
|
|
(14
|
)
|
|
(1,086
|
)
|
||||||
Net income attributable to Sinclair Broadcast Group
|
$
|
42,297
|
|
|
$
|
54,280
|
|
|
$
|
119,196
|
|
|
$
|
151
|
|
|
$
|
(173,627
|
)
|
|
$
|
42,297
|
|
Comprehensive income
|
$
|
42,297
|
|
|
$
|
54,280
|
|
|
$
|
119,196
|
|
|
$
|
1,223
|
|
|
$
|
(173,613
|
)
|
|
$
|
43,383
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
680,130
|
|
|
$
|
71,730
|
|
|
$
|
(21,717
|
)
|
|
$
|
730,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media program and production expenses
|
—
|
|
|
—
|
|
|
285,940
|
|
|
33,175
|
|
|
(18,257
|
)
|
|
300,858
|
|
||||||
Selling, general and administrative
|
2,874
|
|
|
26,585
|
|
|
147,180
|
|
|
4,352
|
|
|
(512
|
)
|
|
180,479
|
|
||||||
Depreciation, amortization and other operating expenses
|
19
|
|
|
1,134
|
|
|
84,573
|
|
|
33,223
|
|
|
(1,725
|
)
|
|
117,224
|
|
||||||
Total operating expenses
|
2,893
|
|
|
27,719
|
|
|
517,693
|
|
|
70,750
|
|
|
(20,494
|
)
|
|
598,561
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(2,893
|
)
|
|
(27,719
|
)
|
|
162,437
|
|
|
980
|
|
|
(1,223
|
)
|
|
131,582
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
29,345
|
|
|
128,164
|
|
|
(185
|
)
|
|
—
|
|
|
(157,324
|
)
|
|
—
|
|
||||||
Interest expense
|
(1
|
)
|
|
(90,635
|
)
|
|
(989
|
)
|
|
(4,643
|
)
|
|
3,997
|
|
|
(92,271
|
)
|
||||||
Other income (expense)
|
642
|
|
|
3,256
|
|
|
(14,345
|
)
|
|
(2,852
|
)
|
|
—
|
|
|
(13,299
|
)
|
||||||
Total other income (expense)
|
29,986
|
|
|
40,785
|
|
|
(15,519
|
)
|
|
(7,495
|
)
|
|
(153,327
|
)
|
|
(105,570
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
948
|
|
|
22,056
|
|
|
(17,607
|
)
|
|
(2,100
|
)
|
|
—
|
|
|
3,297
|
|
||||||
Net income (loss)
|
28,041
|
|
|
35,122
|
|
|
129,311
|
|
|
(8,615
|
)
|
|
(154,550
|
)
|
|
29,309
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|
—
|
|
|
(1,268
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
28,041
|
|
|
$
|
35,122
|
|
|
$
|
129,311
|
|
|
$
|
(9,883
|
)
|
|
$
|
(154,550
|
)
|
|
$
|
28,041
|
|
Comprehensive income (loss)
|
$
|
28,041
|
|
|
$
|
35,122
|
|
|
$
|
129,311
|
|
|
$
|
(8,615
|
)
|
|
$
|
(154,550
|
)
|
|
$
|
29,309
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
1,360,858
|
|
|
$
|
171,903
|
|
|
$
|
(39,943
|
)
|
|
$
|
1,492,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media program and production expenses
|
—
|
|
|
—
|
|
|
618,722
|
|
|
62,938
|
|
|
(27,454
|
)
|
|
654,206
|
|
||||||
Selling, general and administrative
|
20,986
|
|
|
58,329
|
|
|
318,435
|
|
|
8,832
|
|
|
(2,523
|
)
|
|
404,059
|
|
||||||
Depreciation, amortization and other operating expenses
|
383
|
|
|
2,535
|
|
|
147,691
|
|
|
90,099
|
|
|
(5,748
|
)
|
|
234,960
|
|
||||||
Total operating expenses
|
21,369
|
|
|
60,864
|
|
|
1,084,848
|
|
|
161,869
|
|
|
(35,725
|
)
|
|
1,293,225
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(21,369
|
)
|
|
(60,860
|
)
|
|
276,010
|
|
|
10,034
|
|
|
(4,218
|
)
|
|
199,597
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
80,250
|
|
|
207,320
|
|
|
—
|
|
|
—
|
|
|
(287,570
|
)
|
|
—
|
|
||||||
Interest expense
|
(163
|
)
|
|
(104,971
|
)
|
|
(1,939
|
)
|
|
(8,592
|
)
|
|
7,361
|
|
|
(108,304
|
)
|
||||||
Other income (expense)
|
723
|
|
|
5,796
|
|
|
(23,398
|
)
|
|
(874
|
)
|
|
—
|
|
|
(17,753
|
)
|
||||||
Total other income (expense)
|
80,810
|
|
|
108,145
|
|
|
(25,337
|
)
|
|
(9,466
|
)
|
|
(280,209
|
)
|
|
(126,057
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
4,528
|
|
|
29,003
|
|
|
(40,776
|
)
|
|
(141
|
)
|
|
—
|
|
|
(7,386
|
)
|
||||||
Net income
|
63,969
|
|
|
76,288
|
|
|
209,897
|
|
|
427
|
|
|
(284,427
|
)
|
|
66,154
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,051
|
)
|
|
866
|
|
|
(2,185
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
63,969
|
|
|
$
|
76,288
|
|
|
$
|
209,897
|
|
|
$
|
(2,624
|
)
|
|
$
|
(283,561
|
)
|
|
$
|
63,969
|
|
Comprehensive income
|
$
|
63,969
|
|
|
$
|
76,288
|
|
|
$
|
209,897
|
|
|
$
|
427
|
|
|
$
|
(284,427
|
)
|
|
$
|
66,154
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,305,814
|
|
|
$
|
129,741
|
|
|
$
|
(40,059
|
)
|
|
$
|
1,395,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media program and production expenses
|
—
|
|
|
—
|
|
|
559,355
|
|
|
65,195
|
|
|
(35,143
|
)
|
|
589,407
|
|
||||||
Selling, general and administrative
|
5,471
|
|
|
48,339
|
|
|
290,481
|
|
|
8,636
|
|
|
(953
|
)
|
|
351,974
|
|
||||||
Depreciation, amortization and other operating expenses
|
38
|
|
|
2,384
|
|
|
90,989
|
|
|
124,231
|
|
|
(2,424
|
)
|
|
215,218
|
|
||||||
Total operating expenses
|
5,509
|
|
|
50,723
|
|
|
940,825
|
|
|
198,062
|
|
|
(38,520
|
)
|
|
1,156,599
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(5,509
|
)
|
|
(50,723
|
)
|
|
364,989
|
|
|
(68,321
|
)
|
|
(1,539
|
)
|
|
238,897
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
74,383
|
|
|
299,934
|
|
|
245
|
|
|
—
|
|
|
(374,562
|
)
|
|
—
|
|
||||||
Interest expense
|
(1
|
)
|
|
(158,803
|
)
|
|
(1,961
|
)
|
|
(9,193
|
)
|
|
7,945
|
|
|
(162,013
|
)
|
||||||
Other income (expense)
|
1,323
|
|
|
5,551
|
|
|
(27,706
|
)
|
|
(1,673
|
)
|
|
—
|
|
|
(22,505
|
)
|
||||||
Total other income (expense)
|
75,705
|
|
|
146,682
|
|
|
(29,422
|
)
|
|
(10,866
|
)
|
|
(366,617
|
)
|
|
(184,518
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
969
|
|
|
37,454
|
|
|
(33,283
|
)
|
|
13,785
|
|
|
—
|
|
|
18,925
|
|
||||||
Net income (loss)
|
71,165
|
|
|
133,413
|
|
|
302,284
|
|
|
(65,402
|
)
|
|
(368,156
|
)
|
|
73,304
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,324
|
)
|
|
185
|
|
|
(2,139
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
71,165
|
|
|
$
|
133,413
|
|
|
$
|
302,284
|
|
|
$
|
(67,726
|
)
|
|
$
|
(367,971
|
)
|
|
$
|
71,165
|
|
Comprehensive income (loss)
|
$
|
71,165
|
|
|
$
|
133,413
|
|
|
$
|
302,284
|
|
|
$
|
(65,402
|
)
|
|
$
|
(368,156
|
)
|
|
$
|
73,304
|
|
•
|
the impact of changes in national and regional economies and credit and capital markets;
|
•
|
consumer confidence;
|
•
|
the potential impact of changes in tax law;
|
•
|
the activities of our competitors;
|
•
|
terrorist acts of violence or war and other geopolitical events;
|
•
|
natural disasters that impact our advertisers and our stations; and
|
•
|
cybersecurity.
|
•
|
the business conditions of our advertisers, particularly in the political, automotive and service categories;
|
•
|
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 (OTT) content;
|
•
|
the effects of the Federal Communications Commission’s (FCC) National Broadband Plan, the impact of the repacking of our broadcasting spectrum, as a result of the incentive auction, within a limited timeframe and funding allocated;
|
•
|
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), Shared Services Agreements (SSA), cross ownership rules, 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 which may restrict a television station's retransmission consent negotiations;
|
•
|
the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
|
•
|
the impact of foreign government rules related to digital and online assets;
|
•
|
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 potential impact from the elimination of rules prohibiting mergers of the four major television networks;
|
•
|
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 ability to negotiate terms at least as favorable as those in existence with MVPDs and others;
|
•
|
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;
|
•
|
OTT technologies and their potential impact on cord-cutting;
|
•
|
the impact of MVPDs, virtual MVPDs (vMVPDs), and OTTs offering "skinny" programming bundles that may not include television broadcast stations or other programming that we distribute;
|
•
|
fluctuations in advertising rates and availability of inventory; and
|
•
|
the ability of others to retransmit our signal without our consent.
|
•
|
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 and addressable 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 and affiliation fees (cable network fees) agreements for our existing and acquired businesses;
|
•
|
the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements;
|
•
|
our ability to secure distribution of our programming to a wide audience;
|
•
|
our ability to renew our FCC licenses;
|
•
|
our ability to obtain FCC approval for any future acquisitions, as well as, in certain cases, customary antitrust clearance for any future acquisitions;
|
•
|
our exposure to any wrongdoing by those outside the Company, but which could affect our business or pending acquisitions;
|
•
|
our ability to identify media business investment opportunities and to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, TBD, Comet, STIRR, Marquee, other original programming, mobile DTV, and our pending acquisition of the RSNs;
|
•
|
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;
|
•
|
our ability to deploy a nationwide of next generation broadcast platforms network (NextGen);
|
•
|
the strength of ratings for our local news broadcasts including our news sharing arrangements; and
|
•
|
the results of prior year tax audits by taxing authorities.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||
Media revenues (a)
|
$
|
720,898
|
|
|
$
|
695,862
|
|
|
$
|
1,394,262
|
|
|
$
|
1,339,513
|
|
Non-media revenues
|
49,821
|
|
|
34,281
|
|
|
98,560
|
|
|
55,983
|
|
||||
Total revenues
|
770,719
|
|
|
730,143
|
|
|
1,492,822
|
|
|
1,395,496
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Media production expenses
|
335,162
|
|
|
300,858
|
|
|
654,206
|
|
|
589,407
|
|
||||
Media selling, general and administrative expenses
|
164,755
|
|
|
150,794
|
|
|
324,678
|
|
|
297,693
|
|
||||
Depreciation and amortization expenses (b)
|
65,842
|
|
|
66,234
|
|
|
132,326
|
|
|
137,164
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
22,084
|
|
|
24,710
|
|
|
46,021
|
|
|
51,660
|
|
||||
Non-media expenses
|
39,210
|
|
|
31,021
|
|
|
78,510
|
|
|
52,244
|
|
||||
Corporate general and administrative expenses
|
51,655
|
|
|
29,685
|
|
|
79,381
|
|
|
54,281
|
|
||||
Gain on asset dispositions and other, net of impairment
|
(13,988
|
)
|
|
(4,741
|
)
|
|
(21,897
|
)
|
|
(25,850
|
)
|
||||
Operating income
|
105,999
|
|
|
131,582
|
|
|
199,597
|
|
|
238,897
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense and amortization of debt discount and deferred financing costs
|
(53,678
|
)
|
|
(92,271
|
)
|
|
(108,304
|
)
|
|
(162,013
|
)
|
||||
Loss from equity method investments
|
(11,844
|
)
|
|
(17,690
|
)
|
|
(25,481
|
)
|
|
(30,277
|
)
|
||||
Other income, net
|
5,533
|
|
|
4,391
|
|
|
7,728
|
|
|
7,772
|
|
||||
Income before income taxes
|
46,010
|
|
|
26,012
|
|
|
73,540
|
|
|
54,379
|
|
||||
Income tax (provision) benefit
|
(2,627
|
)
|
|
3,297
|
|
|
(7,386
|
)
|
|
18,925
|
|
||||
Net income
|
43,383
|
|
|
29,309
|
|
|
66,154
|
|
|
73,304
|
|
||||
Net income attributable to the noncontrolling interests
|
(1,086
|
)
|
|
(1,268
|
)
|
|
(2,185
|
)
|
|
(2,139
|
)
|
||||
Net income attributable to Sinclair Broadcast Group
|
$
|
42,297
|
|
|
$
|
28,041
|
|
|
$
|
63,969
|
|
|
$
|
71,165
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted Earnings Per Common Share Attributable to Sinclair Broadcast Group:
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
0.46
|
|
|
$
|
0.27
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
Diluted earnings per share
|
$
|
0.45
|
|
|
$
|
0.27
|
|
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||
Balance Sheet Data:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
929,038
|
|
|
$
|
1,060,330
|
|
Total assets
|
$
|
6,553,666
|
|
|
$
|
6,572,092
|
|
Total debt (c)
|
$
|
3,788,001
|
|
|
$
|
3,892,455
|
|
Total equity
|
$
|
1,528,999
|
|
|
$
|
1,600,320
|
|
|
(a)
|
Media revenues are defined as television advertising revenue; distribution revenue; and other media revenues.
|
(b)
|
Depreciation and amortization expenses include depreciation of property and equipment and amortization of definite-lived intangible and other assets.
|
(c)
|
Total debt is defined as current and long-term notes payable, finance leases, and commercial bank financing, including finance leases of affiliates.
|
•
|
In May 2019, the Company announced that it entered into a definitive agreement with the Walt Disney Company to acquire 21 RSNs for $9.6 billion, representing a $10.6 billion enterprise value. This is the largest collection of regional sports networks in the United States and expands the Company's focus on local sports and news. The transaction is expected to close in the third quarter of 2019, subject to customary closing conditions, including the approval of the U.S. DOJ.
|
•
|
In August 2019, Diamond and Diamond Co-Issuer issued $3.050 billion aggregate principal amount of Diamond 5.375% Senior Secured Notes due 2026 and $1.825 billion aggregate principal amount of Diamond 6.625% Senior Notes due 2027. The proceeds are held in escrow and will be used to finance the acquisition of the RSNs. See RSN Debt Financing under Note 3. Notes Payable and Commercial Bank Financing within our Consolidated Financial Statements for further discussion.
|
•
|
In April 2019, Tennis Channel’s first full-length feature film, Strokes of Genius, was nominated for two Sports Emmy Awards by the National Academy of Television Arts & Sciences. The program was a finalist for the Outstanding Long Sports Documentary and Outstanding Musical Direction awards.
|
•
|
In July 2019, the Company released its Compulse360 offering, a new daily OTT reported platform for CompulseOTT, providing advertisers near real-time campaign evaluation so they can optimize their advertising efforts in-flight.
|
•
|
For 2019 to date, the Company’s newsrooms have won a total of 328 national and regional journalism awards, including four National RTDNA Edward R. Murrow awards and the prestigious Investigative Reporters and Editors award for "Best in Investigative Reporting" in the Broadcast/Video category for Division III, which spans television stations in market sizes 21-50.
|
•
|
In July 2019, the Company announced a multi-year agreement with Charter Communications, Inc. for the continued carriage of the Company's broadcast television stations and Tennis Channel, as well as carriage of Marquee Sports Network when it launches in the first quarter of 2020. The agreement also provides for a term extension for the carriage of currently carried RSNs that is effective upon the closing of the RSN acquisition.
|
•
|
In April 2019, a broad contingent of broadcasters announced the deployment of ATSC 3.0 in approximately 60 U.S. markets by the end of 2020. This includes 27 markets in which the Company's stations will be participating in the deployment.
|
•
|
In July 2019, the Company's ONE Media 3.0 subsidiary announced an agreement with Saankhya Labs to accelerate the development of a 5G Next Generation Broadcast Offload Platform.
|
•
|
During the quarter ended June 30, 2019, we repurchased an additional 0.5 million shares of Class A Common Stock for $20.0 million.
|
•
|
In May 2019 and August 2019, we declared quarterly cash dividends of $0.20 per share.
|
•
|
In July 2019, the Company announced that it will redeem, in full, $600.0 million of STG's 5.375% Senior Unsecured Notes due 2021 on August 13, 2019. The 5.375% Notes were called at 100.000% of their par value. The redemption is contingent on STG's closing of $600.0 million of Incremental Term B Loans to finance such redemption. See STG 5.375% Senior Unsecured Notes under Note 3. Notes Payable and Commercial Bank Financing within our Consolidated Financial Statements for further discussion.
|
•
|
In April 2019, Barry Faber was promoted to President, Distribution & Network Relations and David Gibber was promoted to Senior Vice President/General Counsel.
|
•
|
In June 2019, at the Company's Annual Shareholders' Meeting, the Company's shareholders re-elected all nine Directors and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.
|
•
|
In June 2019, the Company, in partnership with the Salvation Army, held a nationwide day of giving, with its stations participating in on-air, digital and social media efforts to encourage viewers to donate and help local communities recover from damage caused by tornadoes and floods in the Midwest. In total, the initiative raised $56,000, with Sinclair providing an additional donation of $25,000.
|
•
|
In July 2019, the Company awarded its Broadcast Diversity Scholarship to eight applicants, distributing $25,000 in aggregate tuition assistance to students demonstrating a promising future in the broadcast industry.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Media revenues (a)
|
$
|
720.9
|
|
|
$
|
695.9
|
|
|
$
|
1,394.3
|
|
|
$
|
1,339.5
|
|
Non-media revenues
|
49.8
|
|
|
34.2
|
|
|
98.5
|
|
|
56.0
|
|
||||
Total revenues
|
770.7
|
|
|
730.1
|
|
|
1,492.8
|
|
|
1,395.5
|
|
||||
Media production expenses (a)
|
335.2
|
|
|
300.8
|
|
|
654.2
|
|
|
589.4
|
|
||||
Media selling, general and administrative expenses (a)
|
164.8
|
|
|
150.8
|
|
|
324.7
|
|
|
297.7
|
|
||||
Depreciation and amortization expenses
|
65.8
|
|
|
66.2
|
|
|
132.3
|
|
|
137.2
|
|
||||
Amortization of program contract costs and net realizable value adjustments
|
22.1
|
|
|
24.7
|
|
|
46.0
|
|
|
51.7
|
|
||||
Non-media expenses
|
39.2
|
|
|
31.0
|
|
|
78.5
|
|
|
52.2
|
|
||||
Corporate general and administrative expenses
|
51.6
|
|
|
29.7
|
|
|
79.4
|
|
|
54.3
|
|
||||
Gain on asset dispositions and other, net of impairment
|
(14.0
|
)
|
|
(4.7
|
)
|
|
(21.9
|
)
|
|
(25.9
|
)
|
||||
Operating income
|
$
|
106.0
|
|
|
$
|
131.6
|
|
|
$
|
199.6
|
|
|
$
|
238.9
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
42.3
|
|
|
$
|
28.0
|
|
|
$
|
64.0
|
|
|
$
|
71.2
|
|
|
(a)
|
Our media related revenues and expenses are primarily derived from our broadcast segment, but also from our other media related business, including our national networks and content such as Tennis Channel, Comet, CHARGE!, and non-broadcast digital properties. The results of our broadcast segment and the other media businesses are discussed further below under Broadcast Segment and Other, respectively.
|
|
Three Months Ended June 30,
|
|
Percent Change Increase / (Decrease)
|
|
Six Months Ended June 30,
|
|
Percent Change Increase / (Decrease)
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising revenue
|
$
|
314.5
|
|
|
$
|
338.2
|
|
|
(7.0)%
|
|
$
|
602.4
|
|
|
$
|
637.1
|
|
|
(5.4)%
|
Distribution revenue
|
334.7
|
|
|
291.9
|
|
|
14.7%
|
|
654.7
|
|
|
579.1
|
|
|
13.1%
|
||||
Other media revenues
|
10.4
|
|
|
12.1
|
|
|
(14.0)%
|
|
21.0
|
|
|
22.0
|
|
|
(4.5)%
|
||||
Media revenues
|
$
|
659.6
|
|
|
$
|
642.2
|
|
|
2.7%
|
|
$
|
1,278.1
|
|
|
$
|
1,238.2
|
|
|
3.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Media production expenses
|
$
|
292.8
|
|
|
$
|
266.4
|
|
|
9.9%
|
|
$
|
581.4
|
|
|
$
|
533.1
|
|
|
9.1%
|
Media selling, general and administrative expenses
|
$
|
131.9
|
|
|
$
|
126.1
|
|
|
4.6%
|
|
$
|
262.2
|
|
|
$
|
250.9
|
|
|
4.5%
|
Amortization of program contract costs and net realizable value adjustments
|
$
|
22.1
|
|
|
$
|
24.7
|
|
|
(10.5)%
|
|
$
|
46.0
|
|
|
$
|
51.6
|
|
|
(10.9)%
|
Corporate general and administrative expenses
|
$
|
32.6
|
|
|
$
|
26.6
|
|
|
22.6%
|
|
$
|
58.3
|
|
|
$
|
48.3
|
|
|
20.7%
|
Depreciation and amortization expenses
|
$
|
59.5
|
|
|
$
|
59.0
|
|
|
0.8%
|
|
$
|
122.2
|
|
|
$
|
122.8
|
|
|
(0.5)%
|
Gain on asset dispositions and other, net of impairment
|
$
|
(14.1
|
)
|
|
$
|
(1.3
|
)
|
|
984.6%
|
|
$
|
(22.1
|
)
|
|
$
|
(85.4
|
)
|
|
(74.1)%
|
|
Percent of Advertising Revenue (Excluding Digital) for the
|
||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Local news
|
35.1%
|
|
35.3%
|
|
34.0%
|
|
33.9%
|
Syndicated/Other programming
|
29.8%
|
|
30.0%
|
|
29.5%
|
|
30.1%
|
Network programming
|
25.7%
|
|
26.5%
|
|
25.5%
|
|
25.3%
|
Sports programming
|
5.8%
|
|
4.8%
|
|
7.4%
|
|
7.1%
|
Paid programming
|
3.6%
|
|
3.4%
|
|
3.6%
|
|
3.6%
|
|
|
|
Percent of Advertising Revenue for the
|
||||||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
# of Channels
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
ABC
|
41
|
|
30.4%
|
|
31.0%
|
|
29.8%
|
|
30.0%
|
FOX
|
59
|
|
24.0%
|
|
23.1%
|
|
23.8%
|
|
23.1%
|
CBS
|
30
|
|
19.9%
|
|
19.2%
|
|
21.0%
|
|
19.2%
|
NBC
|
24
|
|
13.3%
|
|
14.3%
|
|
13.1%
|
|
14.6%
|
CW
|
47
|
|
6.5%
|
|
6.4%
|
|
6.4%
|
|
6.9%
|
MNT
|
39
|
|
4.4%
|
|
4.5%
|
|
4.4%
|
|
4.6%
|
Other (a)
|
364
|
|
1.5%
|
|
1.5%
|
|
1.5%
|
|
1.6%
|
Total
|
604
|
|
|
|
|
|
|
|
|
|
(a)
|
We broadcast other programming from the following providers on our channels including: Antenna TV, Azteca, Bounce Network, CHARGE!, Comet, Estrella TV, Get TV, Grit, Me TV, Movies!, Stadium Network, TBD, Telemundo, This TV, UniMas, Univision, and Weather.
|
|
Three Months Ended June 30,
|
|
Percent Change Increase / (Decrease)
|
|
Six Months Ended June 30,
|
|
Percent Change Increase/(Decrease)
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising revenue
|
$
|
24.6
|
|
|
$
|
20.9
|
|
|
17.7%
|
|
$
|
44.7
|
|
|
$
|
38.3
|
|
|
16.7%
|
Distribution revenue
|
31.9
|
|
|
27.5
|
|
|
16.0%
|
|
64.1
|
|
|
54.8
|
|
|
17.0%
|
||||
Other media revenues
|
4.8
|
|
|
5.1
|
|
|
(5.9)%
|
|
7.3
|
|
|
8.2
|
|
|
(11.0)%
|
||||
Media revenues
|
$
|
61.3
|
|
|
$
|
53.5
|
|
|
14.6%
|
|
$
|
116.1
|
|
|
$
|
101.3
|
|
|
14.6%
|
Non-media revenues
|
$
|
49.8
|
|
|
$
|
34.3
|
|
|
45.2%
|
|
$
|
98.6
|
|
|
$
|
56.0
|
|
|
76.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Media expenses
|
$
|
75.2
|
|
|
$
|
58.9
|
|
|
27.7%
|
|
$
|
135.3
|
|
|
$
|
103.1
|
|
|
31.2%
|
Non-media expenses
|
$
|
39.2
|
|
|
$
|
31.0
|
|
|
26.5%
|
|
$
|
78.5
|
|
|
$
|
52.2
|
|
|
50.4%
|
Corporate general and administrative expenses
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
50.0%
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
(20.0)%
|
Loss (gain) on asset dispositions and impairments
|
$
|
0.1
|
|
|
$
|
(3.4
|
)
|
|
n/m
|
|
$
|
0.3
|
|
|
$
|
59.5
|
|
|
n/m
|
Loss from equity method investments
|
$
|
(11.9
|
)
|
|
$
|
(17.3
|
)
|
|
(31.2)%
|
|
$
|
(25.9
|
)
|
|
$
|
(31.6
|
)
|
|
(18.0)%
|
|
|
Three Months Ended June 30,
|
|
Percent Change
Increase/ (Decrease)
|
|
Six Months Ended June 30,
|
|
Percent Change
Increase/ (Decrease) |
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
Corporate general and administrative expenses
|
$
|
51.7
|
|
|
$
|
29.7
|
|
|
74.1%
|
|
$
|
79.4
|
|
|
$
|
54.3
|
|
|
46.2%
|
Interest expense
|
$
|
53.7
|
|
|
$
|
92.3
|
|
|
(41.8)%
|
|
$
|
108.3
|
|
|
$
|
162.0
|
|
|
(33.1)%
|
Income tax (provision) benefit
|
$
|
(2.6
|
)
|
|
$
|
3.3
|
|
|
n/m
|
|
$
|
(7.4
|
)
|
|
$
|
18.9
|
|
|
n/m
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net cash flows from operating activities
|
$
|
123.0
|
|
|
$
|
155.1
|
|
|
$
|
222.7
|
|
|
$
|
255.2
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
||||||
Acquisition of property and equipment
|
$
|
(32.6
|
)
|
|
$
|
(30.0
|
)
|
|
$
|
(61.6
|
)
|
|
$
|
(52.3
|
)
|
Purchases of investments
|
(17.9
|
)
|
|
(10.8
|
)
|
|
(43.6
|
)
|
|
(18.6
|
)
|
||||
Distributions from investments
|
2.3
|
|
|
4.3
|
|
|
3.0
|
|
|
13.5
|
|
||||
Spectrum repack reimbursements
|
14.1
|
|
|
0.7
|
|
|
22.1
|
|
|
1.5
|
|
||||
Other, net
|
(0.2
|
)
|
|
0.1
|
|
|
(1.3
|
)
|
|
—
|
|
||||
Net cash flows used in investing activities
|
$
|
(34.3
|
)
|
|
$
|
(35.7
|
)
|
|
$
|
(81.4
|
)
|
|
$
|
(55.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Cash flows used in financing activities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayments of notes payable, commercial bank financing and finance leases
|
(97.5
|
)
|
|
(125.1
|
)
|
|
(108.6
|
)
|
|
(142.1
|
)
|
||||
Dividends paid on Class A and Class B Common Stock
|
(18.4
|
)
|
|
(18.4
|
)
|
|
(36.8
|
)
|
|
(36.8
|
)
|
||||
Repurchase of outstanding Class A Common Stock
|
(20.0
|
)
|
|
—
|
|
|
(125.0
|
)
|
|
—
|
|
||||
Other, net
|
0.9
|
|
|
2.2
|
|
|
(2.1
|
)
|
|
(0.1
|
)
|
||||
Net cash flows used in financing activities
|
$
|
(135.0
|
)
|
|
$
|
(141.3
|
)
|
|
$
|
(272.5
|
)
|
|
$
|
(179.0
|
)
|
•
|
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.
|
Period
|
|
Total Number of Shares Purchased (a)
|
|
Average Price Per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in millions)
|
||||||
Class A Common Stock : (b)
|
|
|
|
|
|
|
|
|
||||||
04/01/19 – 04/30/19
|
|
500,000
|
|
|
$
|
40.10
|
|
|
500,000
|
|
|
$
|
743.0
|
|
05/01/19 – 05/31/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
06/01/19 – 06/30/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(a)
|
All repurchases were made in open-market transactions.
|
(b)
|
On August 9, 2018, the Board of Directors authorized an additional $1.0 billion share repurchase authorization, in addition to the previous repurchase authorization of $150.0 million. There is no expiration date and currently, management has no plans to terminate this program. As of June 30, 2019, the remaining authorization under the program was $743.0 million.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The Company's Consolidated Financial Statements and related Notes for the quarter ended June 30, 2019 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language).*
|
|
SINCLAIR BROADCAST GROUP, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ David R. Bochenek
|
|
|
David R. Bochenek
|
|
|
Senior Vice President/Chief Accounting Officer/Corporate Controller
|
|
|
(Authorized Officer and Chief Accounting Officer)
|
1.
|
Section 1.1 of the Agreement is hereby amended as follows:
|
a.
|
by deleting the first sentence thereof and replacing such sentence with the following: “Upon the terms and subject to the other provisions of this Agreement, Employee will be employed by SBG as its President, Distribution and Network Relations.” and
|
b.
|
by adding the following clause (c) at the end of such Section: “(c) be responsible for hiring and managing an appropriate distribution/affiliate sales team, including developing a succession plan (with any hiring of a successor candidate to be subject to, and contingent upon, approval of the SBG CEO).
|
2.
|
Section 3.1 of the Agreement is amended by adding the following proviso at the end of the second sentence thereof: “; provided, Employee’s salary shall by One Million Dollars ($1,000,000) during calendar year 2019, shall be One Million Twenty Thousand Dollars ($1,020,000) during calendar year
|
3.
|
Section 4.1(d) of the Agreement is amended by deleting clause (iv) thereof and replacing such deleted clause with the following: “if Employee is no longer SBG’s President, Distribution and Network Relations or no longer reports to SBG’s CEO and the SBG Board.”
|
4.
|
Section 4.2 of the Agreement is amended as follows:
|
a.
|
By adding the following clause 5 at the end of subsection (a): “5. An amount in cash equal to a good faith calculation by SBG of the value of the Restricted Stock which would have been issued to Employee (as if the Employee had not died) pursuant to Section 9.2 in the year following the year of Employee’s death that was (or would have been) earned for the year of the Employee’s death, plus the bonus contemplated by Section 9.4 if such bonus would, in the reasonable determination of SBG, have been likely to have been earned as a result of distribution agreements negotiated prior to Employee’s death.”
|
b.
|
By adding the following clause 5 at the end of subsection (b): “5. An amount in cash equal to a good faith calculation by SBG of the value of the Restricted Stock which would have been issued to Employee (in the absence of Employee’s Disability) pursuant to Section 9.2 in the year following the year in which such Disability occurred for the year in which the Disability occurred, plus the bonus contemplated by Section 9.4 if such bonus would, in the reasonable determination of SBG, have been likely to be have been earned as a result of distribution agreements negotiated prior to Employee’s Disability.”
|
c.
|
By adding the following clause 5 at the end of subsection (e): “5. An amount in cash equal to a good faith calculation by SBG of the value of the Restricted Stock which would have been issued to Employee pursuant to Section 9.2 and which was not issued prior to such termination, plus the bonus contemplated by Section 9.4 if not paid prior to such termination.”
|
5.
|
Section 5.2(c) of the Agreement shall be amended by deleting clause (ii) thereof, including the proviso to such Section 5.2(c).
|
6.
|
A new Section 9 shall be added to the Agreement immediately after Section 8, as follows:
|
7.
|
The current Section 9 of the Agreement and each subsection thereof shall be re-enumerated as Section 10 and the Sections referenced in Section 10.10 (formerly 9.10) shall be amended to add a reference to Section 10.
|
8.
|
Employee agrees to at all times cooperate both during and after Employee’s employment with SBG in good faith and at SBG’s cost with all reasonable requests of SBG relating in any manner to any litigation, government hearings, or internal investigations of the previously proposed acquisition by SBG of Tribune Media and the termination thereof.
|
9.
|
Except as expressly modified by this Amendment No. 3, the Agreement shall continue in full force and effect as if set forth specifically herein.
|
10.
|
The term “this Agreement” as used in the Agreement, Amendment No. 1, Amendment No. 2, or this Amendment No. 3 shall mean the Original Agreement as amended and modified by the terms of all subsequent amendments and restatements thereof unless the context clearly indicates or dictates a contrary meaning.
|
11.
|
This Amendment No. 3 may be executed in two counterparts, both of which when taken together shall constitute one agreement.
|
Date:
|
August 8, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Christopher S. Ripley
|
|||
|
Signature:
|
Christopher S. Ripley
|
||
|
|
Chief Executive Officer
|
Date:
|
August 8, 2019
|
|
|
|
|
|
|
|
|
|
/s/ Lucy A. Rutishauser
|
|||
|
Signature:
|
Lucy A. Rutishauser
|
||
|
|
Chief Financial Officer
|
/s/ Christopher S. Ripley
|
|
Christopher S. Ripley
|
|
Chief Executive Officer
|
|
August 8, 2019
|
|
/s/ Lucy A. Rutishauser
|
|
Lucy A. Rutishauser
|
|
Chief Financial Officer
|
|
August 8, 2019
|
|