|
|
|
|
|
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
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
Number of shares outstanding as of
|
Title of each class
|
|
February 26, 2020
|
Class A Common Stock
|
|
66,843,180
|
Class B Common Stock
|
|
24,727,682
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
•
|
the impact of changes in national and regional economies and credit and capital markets;
|
•
|
consumer confidence;
|
•
|
the potential impact of changes in tax law;
|
•
|
terrorist acts of violence or war and other geopolitical events;
|
•
|
natural disasters that impact our advertisers, our stations and networks; and
|
•
|
cybersecurity.
|
•
|
the activities of our competitors;
|
•
|
the business conditions of our advertisers, particularly in the political, automotive and service categories;
|
•
|
competition with other broadcast television stations, radio stations, traditional and virtual 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, sports teams performance, as well as the performance of internally originated programming;
|
•
|
the loss of appeal of our sports programming, which may be unpredictable, the impact of strikes caused by collective bargaining between players and sports leagues, and increased programming costs may have a material negative effect on our business and our results of operations;
|
•
|
the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;
|
•
|
our relationships with networks and sports leagues and teams, and their strategies to distribute their programming via means other than their local television affiliates or regional sports networks, such as over-the-top (OTT) or direct-to-consumer content;
|
•
|
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 or changing enforcement of indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;
|
•
|
the effects of the Federal Communications Commission’s (FCC) National Broadband Plan and other initiatives, the impact of the repacking of our broadcasting spectrum, as a result of the incentive auction, within a limited timeframe and funding allocated;
|
•
|
the impact of FCC and Congressional efforts which may restrict a television station's retransmission consent negotiations;
|
•
|
the impact of FCC rules relating to political advertising and other rules requiring broadcast stations to publish, among other information, political advertising rates online;
|
•
|
the impact of foreign and domestic government rules related to privacy and 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 NEXTGEN TV (formerly known as ATSC 3.0) broadcast standard, and the consumer’s appetite for mobile television;
|
•
|
the impact of programming payments charged by networks and teams 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 and regional sports networks (RSNs) are located;
|
•
|
the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast signals;
|
•
|
OTT and other direct-to-consumer technologies and offerings and their potential impact on cord-cutting;
|
•
|
the impact of MVPDs and OTTs offering "skinny" programming bundles that may not include television broadcast stations, regional sports networks, or other programming that we distribute;
|
•
|
the effect of a decline in the number of subscribers to MVPD services;
|
•
|
fluctuations in advertising rates and availability of inventory;
|
•
|
the ability of others to retransmit our signal without our consent; and
|
•
|
the ability to renew media rights agreements with various professional sports teams which have varying durations and terms that are at least as favorable as those in existence.
|
•
|
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 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, other original programming, mobile DTV, and our recent acquisition of and investments in the RSNs;
|
•
|
our ability to maintain our affiliation and programming service agreements with our networks, leagues, teams, and program service providers and at renewal, to successfully negotiate these agreements with favorable terms;
|
•
|
our joint venture arrangements related to our regional sports networks are subject to a number of operational risks that could have a material adverse effect on our business, results of operations, and financial condition;
|
•
|
our ability to generate synergies and leverage new revenue opportunities;
|
•
|
our ability to renew contracts with leagues and sports teams;
|
•
|
our ability to effectively respond to technology affecting our industry and to increasing competition from other media providers;
|
•
|
our ability to deploy a next generation wireless platform (NEXTGEN TV) nationwide;
|
•
|
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.
|
Market
|
|
Market Rank (a)
|
|
Number of Channels
|
|
Stations
|
|
Network
Affiliation (b) |
Washington, DC
|
|
7
|
|
4
|
|
WJLA
|
|
ABC
|
Seattle / Tacoma, WA
|
|
13
|
|
6
|
|
KOMO, KUNS
|
|
ABC
|
Minneapolis / St. Paul, MN
|
|
15
|
|
4
|
|
WUCW
|
|
CW
|
Portland, OR
|
|
22
|
|
10
|
|
KATU, KUNP, KUNP-LD
|
|
ABC
|
St. Louis, MO
|
|
23
|
|
4
|
|
KDNL
|
|
ABC
|
Pittsburgh, PA
|
|
24
|
|
7
|
|
WPGH, WPNT
|
|
FOX, MNT
|
Baltimore, MD
|
|
26
|
|
8
|
|
WBFF, WNUV(c), WUTB(d)
|
|
FOX, CW, MNT
|
Raleigh / Durham, NC
|
|
27
|
|
7
|
|
WLFL, WRDC
|
|
CW, MNT
|
Nashville, TN
|
|
28
|
|
10
|
|
WZTV, WNAB(d), WUXP
|
|
FOX, CW, MNT
|
Salt Lake City, UT
|
|
30
|
|
10
|
|
KUTV, KMYU, KENV(d), KJZZ
|
|
CBS, MNT, IND
|
San Antonio, TX
|
|
31
|
|
9
|
|
KABB, KMYS(d), WOAI
|
|
FOX, NBC, CW
|
Columbus, OH
|
|
34
|
|
9
|
|
WSYX, WTTE(c), WWHO(d)
|
|
ABC, FOX, CW, MNT
|
Milwaukee, WI
|
|
35
|
|
3
|
|
WVTV
|
|
CW, MNT
|
West Palm Beach / Fort Pierce, FL
|
|
36
|
|
13
|
|
WPEC, WTVX, WTCN-CA, WWHB-CA
|
|
CBS, CW, MNT
|
Cincinnati, OH
|
|
37
|
|
8
|
|
WKRC, WSTR(d)
|
|
CBS, CW, MNT
|
Asheville, NC / Greenville, SC
|
|
38
|
|
9
|
|
WLOS, WMYA(c)
|
|
ABC, MNT
|
Las Vegas, NV
|
|
39
|
|
8
|
|
KSNV, KVCW
|
|
NBC, CW, MNT
|
Austin, TX
|
|
40
|
|
2
|
|
KEYE
|
|
CBS
|
Norfolk, VA
|
|
42
|
|
4
|
|
WTVZ
|
|
MNT
|
Oklahoma City, OK
|
|
43
|
|
7
|
|
KOKH, KOCB
|
|
FOX, CW
|
Birmingham / Tuscaloosa, AL
|
|
44
|
|
15
|
|
WBMA-LD, WDBB(c), WTTO, WABM
|
|
ABC, CW, MNT
|
Grand Rapids / Kalamazoo / Battle Creek, MI
|
|
45
|
|
3
|
|
WWMT
|
|
CBS, CW
|
Harrisburg / Lancaster / Lebanon / York, PA
|
|
47
|
|
3
|
|
WHP
|
|
CBS, CW, MNT
|
Greensboro / High Point / Winston Salem, NC
|
|
49
|
|
7
|
|
WXLV, WMYV
|
|
ABC, MNT
|
Buffalo, NY
|
|
52
|
|
7
|
|
WUTV, WNYO
|
|
FOX, MNT
|
Richmond, VA
|
|
54
|
|
5
|
|
WRLH
|
|
FOX, MNT
|
Fresno / Visalia, CA
|
|
55
|
|
12
|
|
KMPH, KMPH-CD, KFRE
|
|
FOX, CW
|
Providence, RI / New Bedford, MA
|
|
56
|
|
4
|
|
WJAR
|
|
NBC
|
Mobile, AL / Pensacola, FL
|
|
57
|
|
12
|
|
WEAR, WPMI(d), WFGX, WJTC(d)
|
|
ABC, NBC, MNT, IND
|
Tulsa, OK
|
|
58
|
|
4
|
|
KTUL
|
|
ABC
|
Albany, NY
|
|
59
|
|
7
|
|
WRGB, WCWN
|
|
CBS, CW
|
Wilkes Barre / Scranton, PA
|
|
60
|
|
10
|
|
WOLF(c), WSWB(d), WQMY(c)
|
|
FOX, CW, MNT
|
Little Rock / Pine Bluff, AR
|
|
62
|
|
4
|
|
KATV
|
|
ABC
|
Dayton, OH
|
|
63
|
|
8
|
|
WKEF, WRGT(d)
|
|
ABC, FOX, MNT
|
Lexington, KY (f)
|
|
64
|
|
4
|
|
WDKY
|
|
FOX
|
Green Bay / Appleton, WI
|
|
67
|
|
8
|
|
WLUK, WCWF
|
|
FOX, CW
|
Des Moines, IA
|
|
68
|
|
4
|
|
KDSM
|
|
FOX
|
Roanoke / Lynchburg, VA
|
|
69
|
|
4
|
|
WSET
|
|
ABC
|
Spokane, WA
|
|
70
|
|
3
|
|
KLEW
|
|
CBS
|
Omaha, NE
|
|
71
|
|
7
|
|
KPTM, KXVO(c)
|
|
FOX, CW, MNT
|
Wichita, KS
|
|
72
|
|
19
|
|
KSAS, KOCW, KAAS, KAAS-LP, KSAS-LP, KMTW(c)
|
|
FOX, MNT
|
Market
|
|
Market Rank (a)
|
|
Number of Channels
|
|
Stations
|
|
Network
Affiliation (b) |
Charleston / Huntington, WV
|
|
74
|
|
7
|
|
WCHS, WVAH(d)
|
|
ABC, FOX
|
Columbia, SC
|
|
75
|
|
4
|
|
WACH
|
|
FOX
|
Rochester, NY
|
|
76
|
|
7
|
|
WHAM(d), WUHF
|
|
ABC, FOX, CW
|
Flint / Saginaw / Bay City, MI
|
|
77
|
|
11
|
|
WSMH, WEYI(d), WBSF(d)
|
|
FOX, NBC, CW
|
Portland, ME
|
|
79
|
|
7
|
|
WGME, WPFO(d)
|
|
CBS, FOX
|
Toledo, OH
|
|
80
|
|
4
|
|
WNWO
|
|
NBC
|
Madison, WI
|
|
81
|
|
4
|
|
WMSN
|
|
FOX
|
Harlingen / Weslaco / Brownsville / McAllen, TX (f)
|
|
83
|
|
3
|
|
KGBT
|
|
CBS
|
Paducah, KY/ Cape Girardeau, MO
|
|
84
|
|
8
|
|
KBSI, WDKA
|
|
FOX, MNT
|
Syracuse, NY
|
|
87
|
|
7
|
|
WTVH(d), WSTM, WSTQ-LP
|
|
CBS, NBC, CW
|
Champaign / Springfield / Decatur, IL
|
|
88
|
|
17
|
|
WICS, WICD, WCCU(d), WRSP(d), WBUI(d)
|
|
ABC, FOX, CW
|
Savannah, GA
|
|
89
|
|
4
|
|
WTGS
|
|
FOX
|
Cedar Rapids, IA
|
|
90
|
|
8
|
|
KGAN, KFXA(d)
|
|
CBS, FOX
|
Charleston, SC
|
|
91
|
|
3
|
|
WCIV
|
|
ABC, MNT
|
Chattanooga, TN
|
|
92
|
|
7
|
|
WTVC, WFLI(d)
|
|
ABC, FOX, CW, MNT
|
El Paso, TX
|
|
93
|
|
8
|
|
KDBC, KFOX
|
|
CBS, FOX, MNT
|
Myrtle Beach / Florence, SC
|
|
97
|
|
9
|
|
WPDE, WWMB(c)
|
|
ABC, CW
|
South Bend-Elkhart, IN
|
|
98
|
|
2
|
|
WSBT
|
|
CBS, FOX
|
Tri-Cities, TN-VA
|
|
99
|
|
7
|
|
WEMT(d), WCYB
|
|
FOX, NBC, CW
|
Greenville / New Bern / Washington, NC
|
|
100
|
|
8
|
|
WCTI, WYDO(d)
|
|
ABC, FOX
|
Boise, ID
|
|
102
|
|
8
|
|
KBOI, KYUU-LD
|
|
CBS, CW Plus
|
Reno, NV
|
|
104
|
|
9
|
|
KRXI, KRNV(d), KNSN (c)
|
|
FOX, NBC, MNT
|
Johnstown / Altoona, PA
|
|
106
|
|
4
|
|
WJAC
|
|
NBC, CW Plus
|
Lincoln and Hasting-Kearney, NE
|
|
107
|
|
11
|
|
KHGI, KHGI-CD, KWNB, KWNB-LD, KFXL, KHGI-LD
|
|
ABC, FOX
|
Tallahassee, FL
|
|
109
|
|
8
|
|
WTWC, WTLF(d)
|
|
NBC, FOX, CW Plus
|
Eugene, OR
|
|
117
|
|
18
|
|
KVAL, KCBY, KPIC(e), KMTR(d), KMCB(d), KTCW(d)
|
|
CBS, NBC, CW Plus
|
Yakima / Pasco / Richland / Kennewick, WA
|
|
118
|
|
18
|
|
KIMA, KEPR, KORX, KUNW-CD, KVVK-CD
|
|
CBS, CW Plus
|
Macon, GA
|
|
119
|
|
3
|
|
WGXA
|
|
ABC, FOX
|
Peoria / Bloomington, IL
|
|
120
|
|
1
|
|
WHOI
|
|
Comet
|
Traverse City / Cadillac, MI
|
|
121
|
|
11
|
|
WGTU(d), WGTQ(d), WPBN, WTOM,
|
|
ABC, NBC
|
Bakersfield, CA
|
|
125
|
|
8
|
|
KBAK, KBFX-CD
|
|
CBS, FOX
|
Corpus Christi, TX
|
|
128
|
|
3
|
|
KSCC, KTOV-LP, KXPX-LP
|
|
FOX
|
Chico-Redding, CA
|
|
131
|
|
14
|
|
KRCR, KCVU(d), KRVU-LD, KUCO-LP, KKTF-LD
|
|
ABC, FOX, MNT
|
Amarillo, TX
|
|
132
|
|
8
|
|
KVII, KVIH
|
|
ABC, CW Plus
|
Medford / Klamath Falls, OR
|
|
135
|
|
4
|
|
KTVL
|
|
CBS, CW Plus
|
Columbia / Jefferson City, MO
|
|
137
|
|
4
|
|
KRCG
|
|
CBS
|
Beaumont / Port Arthur / Orange, TX
|
|
143
|
|
8
|
|
KFDM, KBTV(d)
|
|
CBS, FOX, MNT, CW Plus
|
Sioux City, IA
|
|
148
|
|
15
|
|
KMEG(d), KPTH, KBVK-LP, KPTP-LD
|
|
CBS, FOX, MNT
|
Albany, GA
|
|
154
|
|
4
|
|
WFXL
|
|
FOX
|
Gainesville, FL
|
|
156
|
|
8
|
|
WGFL(c),WNBW(c),
WYME-CD(c) |
|
CBS, NBC, MNT
|
Wheeling, WV / Steubenville, OH
|
|
157
|
|
3
|
|
WTOV
|
|
NBC, FOX
|
Market
|
|
Market Rank (a)
|
|
Number of Channels
|
|
Stations
|
|
Network
Affiliation (b) |
Missoula, MT
|
|
163
|
|
6
|
|
KECI, KCFW
|
|
NBC
|
Abilene / Sweetwater, TX
|
|
164
|
|
4
|
|
KTXS, KTES-LD
|
|
ABC, CW Plus
|
Quincy, IL / Hannibal, MO / Keokuk, IA
|
|
174
|
|
3
|
|
KHQA
|
|
ABC, CBS
|
Butte / Bozeman, MT
|
|
186
|
|
3
|
|
KTVM
|
|
NBC
|
San Angelo, TX
|
|
195
|
|
3
|
|
KTXE-LD
|
|
ABC, CW
|
Eureka, CA
|
|
197
|
|
10
|
|
KAEF, KBVU(d), KECA-LD, KEUV-LP
|
|
ABC, FOX, CW, MNT
|
Ottumwa, IA / Kirksville, MO
|
|
201
|
|
3
|
|
KTVO
|
|
ABC, CBS
|
Total Television Channels
|
|
|
|
629
|
|
|
|
|
|
(a)
|
Rankings are based on the relative size of a station’s Designated Market Area (DMA) among the 210 generally recognized DMAs in the United States as estimated by Nielsen Media Research (Nielsen) as of September 2019.
|
(b)
|
We broadcast programming from the following providers on our channels and the channels of our JSA/LMA partners:
|
Affiliation
|
|
Number of
Channels
|
|
Number of
Markets
|
|
Expiration Dates (1)
|
ABC
|
|
41
|
|
30
|
|
August 31, 2022
|
CBS
|
|
30
|
|
25
|
|
April 30, 2020 through December 31, 2021
|
CW
|
|
48
|
|
37
|
|
August 31, 2021 through August 31, 2024
|
FOX
|
|
59
|
|
43
|
|
December 31, 2020 through December 31, 2021
|
MNT
|
|
39
|
|
32
|
|
August 31, 2020
|
NBC
|
|
24
|
|
17
|
|
December 31, 2021
|
Total Major Network Affiliates
|
|
241
|
|
|
|
|
Affiliation
|
|
Number of
Channels
|
|
Number of
Markets
|
|
Expiration Dates (1)
|
Antenna TV
|
|
22
|
|
20
|
|
January 1, 2019 through January 1, 2021
|
Azteca
|
|
3
|
|
2
|
|
February 28, 2018 through August 31, 2020
|
Bounce Network
|
|
1
|
|
1
|
|
August 31, 2019
|
CHARGE!
|
|
66
|
|
58
|
|
(2)
|
Comet
|
|
90
|
|
75
|
|
(2)
|
Dabl
|
|
29
|
|
28
|
|
October 1, 2022
|
Estrella TV
|
|
1
|
|
1
|
|
September 30, 2020
|
Get TV
|
|
5
|
|
5
|
|
June 30, 2017
|
Grit
|
|
1
|
|
1
|
|
December 31, 2019
|
Independent programming
|
|
2
|
|
2
|
|
N/A
|
Me TV
|
|
18
|
|
15
|
|
February 28, 2018 through August 31, 2021
|
Movies!
|
|
5
|
|
4
|
|
November 1, 2019 through November 18, 2019
|
Stadium
|
|
53
|
|
48
|
|
(2)
|
TBD
|
|
74
|
|
64
|
|
(2)
|
Telemundo
|
|
1
|
|
1
|
|
December 31, 2022
|
This TV
|
|
1
|
|
1
|
|
November 1, 2014 through December 31, 2015
|
Unimas
|
|
1
|
|
1
|
|
December 31, 2020
|
Univision
|
|
9
|
|
5
|
|
February 29, 2020
|
Weather
|
|
6
|
|
4
|
|
December 31, 2017
|
Total Other Affiliates
|
|
388
|
|
|
|
|
|
|
|
|
|
|
|
Total Television Channels
|
|
629
|
|
|
|
|
(1)
|
When we negotiate the terms of our network affiliations or program service arrangements, we generally negotiate on behalf of our owned stations affiliated with that entity simultaneously, except in certain circumstances. This results in substantially similar terms for our stations, including the expiration date of the network affiliations or program service arrangements. If the affiliation agreement expires, we may continue to operate under the existing affiliation agreement on a temporary basis while we negotiate a new affiliation agreement.
|
(2)
|
An owned and operated network, which is carried on our multi-cast distribution platform or the platform of our JSA/LMA partners.
|
(c)
|
The license assets for these stations are currently owned by third parties. We provide programming, sales, operational, and administrative services to these stations pursuant to certain service agreements, such as LMAs.
|
(d)
|
The license and programming assets for these stations are currently owned by third parties. We provide certain non-programming related sales, operational, and administrative services to these stations pursuant to service agreements, such as joint sales and shared services agreements.
|
(e)
|
We provide programming, sales, operational, and administrative services to this station, of which 50% is owned by a third party.
|
(f)
|
In January 2020, we agreed to sell the license and non-license assets of WDKY-TV in Lexington, KY and certain non-license assets associated with KGBT-TV in Harlingen, Texas. See Dispositions under Note 2. Acquisitions and Dispositions of Assets within the Consolidated Financial Statements for further discussion.
|
MLB Teams
|
|
NBA Teams
|
|
NHL Teams
|
Arizona Diamondbacks
|
|
Atlanta Hawks
|
|
Anaheim Ducks
|
Atlanta Braves
|
|
Charlotte Hornets
|
|
Arizona Coyotes
|
Chicago Cubs
|
|
Cleveland Cavaliers
|
|
Carolina Hurricanes
|
Cincinnati Reds
|
|
Dallas Mavericks
|
|
Columbus Blue Jackets
|
Cleveland Indians
|
|
Detroit Pistons
|
|
Dallas Stars
|
Detroit Tigers
|
|
Indiana Pacers
|
|
Detroit Red Wings
|
Kansas City Royals
|
|
Los Angeles Clippers
|
|
Florida Panthers
|
Los Angeles Angels
|
|
Memphis Grizzlies
|
|
Los Angeles Kings
|
Miami Marlins
|
|
Miami Heat
|
|
Minnesota Wild
|
Milwaukee Brewers
|
|
Milwaukee Bucks
|
|
Nashville Predators
|
Minnesota Twins
|
|
Minnesota Timberwolves
|
|
St. Louis Blues
|
San Diego Padres
|
|
New Orleans Pelicans
|
|
Tampa Bay Lightning
|
St. Louis Cardinals
|
|
Oklahoma City Thunder
|
|
|
Tampa Bay Rays
|
|
Orlando Magic
|
|
|
Texas Rangers
|
|
Phoenix Suns
|
|
|
|
|
San Antonio Spurs
|
|
|
|
•
|
the financial condition of those companies that advertise on our stations, sports networks, and digital platforms, including, among others, the automobile manufacturers and dealers, may be adversely affected and could result in a significant decline in our advertising revenue;
|
•
|
our ability to pursue the acquisition of attractive assets may be limited if we are unable to obtain any necessary additional capital on favorable terms, if at all;
|
•
|
our ability to pursue the divestiture of certain assets at attractive values may be limited;
|
•
|
the possibility that our business partners, such as counterparties to our outsourcing and news share arrangements and parties to joint ventures with the RSNs, could be negatively impacted and our ability to maintain these business relationships could also be impaired;
|
•
|
our ability to refinance our existing debt on terms and at interest rates we find attractive, if at all, may be impaired;
|
•
|
our ability to make certain capital expenditures may be significantly impaired;
|
•
|
content providers may cut back on the amount of content we can acquire to program the RSNs or stations; and
|
•
|
the possibility of consumers cutting the cord, thereby impacting our retransmission revenues and affiliate fees.
|
•
|
other local free over-the-air broadcast television and radio stations;
|
•
|
telecommunication companies;
|
•
|
cable and satellite system operators and cable networks;
|
•
|
print media providers such as newspapers, direct mail and periodicals;
|
•
|
internet search engines, internet service providers, websites, and mobile applications;
|
•
|
|
•
|
over-the-top technologies;
|
•
|
MVPD "skinny" packages;
|
•
|
mobile television; and
|
•
|
other emerging technologies.
|
•
|
the levels of automobile and services advertising, which historically have represented a large portion of our advertising revenue; for the year ended December 31, 2019, automobile and services advertising represented 25% and 22%, respectively, of our advertising revenue;
|
•
|
the levels of political advertising, which are significantly higher in even-number years and elevated further every four years related to the presidential election, historically have represented a large portion of our advertising revenue; for the year ended December 31, 2019, political advertising represented 3% of our advertising revenue;
|
•
|
the levels of political advertising, which are affected by political beliefs, public opinion, campaign finance laws, and the ability of political candidates and political action committees to raise and spend funds which are subject to seasonal fluctuations;
|
•
|
the health of the economy in the areas where our television stations are located and in the nation as a whole;
|
•
|
the popularity of our programming and that of our competition;
|
•
|
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;
|
•
|
the effects of new rating methodologies;
|
•
|
changes in the makeup of the population in the areas where our stations are located;
|
•
|
the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, MVPDs, internet and broadband content providers and other print, outdoor, and media outlets serving in the same markets;
|
•
|
OTT and other emerging technologies and their potential impact on cord-cutting;
|
•
|
the impact of MVPDs and OTT distributors offering "skinny" programming bundles that may not include all programming of television broadcast stations and/or cable channels, such as Tennis Channel;
|
•
|
changes in pricing and sellout levels; and
|
•
|
other factors that may be beyond our control.
|
•
|
Loss of revenues. If the FCC requires us to modify or terminate existing arrangements, we would lose some or all of the revenues generated from those arrangements. We would lose revenue because we will have fewer demographic options, a smaller audience distribution and lower revenue share to offer to advertisers.
|
•
|
Increased costs. If the FCC requires us to modify or terminate existing arrangements, our cost structure would increase as we would potentially lose significant operating synergies and we may also need to add new employees. With termination of LMAs, we likely would incur increased programming costs because we will be competing with the separately owned station for syndicated programming.
|
•
|
Losses on investments. As part of certain of our arrangements, we own the non-license assets used by the stations with which we have arrangements. If certain of these arrangements are no longer permitted, we would be forced to sell these assets, restructure our agreements or find another use for them. If this happens, the market for such assets may not be as good as when we purchased them and, therefore, we cannot be certain of a favorable return on our original investments.
|
•
|
Termination penalties. If the FCC requires us to modify or terminate existing arrangements before the terms of the arrangements expire, or under certain circumstances, we elect not to extend the terms of the arrangements, we may be forced to pay termination penalties under the terms of certain of our arrangements. Any such termination penalties could be material.
|
•
|
Alternative arrangements. If the FCC requires us to terminate the existing arrangements, we may enter into one or more alternative arrangements. Any such arrangements may be on terms that are less beneficial to us than the existing arrangements.
|
•
|
We could experience an impasse on certain decisions because we do not have sole decision- making authority, which could require us to expend additional resources on resolving such impasses or potential disputes.
|
•
|
We may not be able to maintain good relationships with our joint venture partners, which could limit our future growth potential and could have an adverse effect on our business strategies.
|
•
|
Our joint venture partners could have investment or operational goals that are not consistent with our corporate-wide objectives, including the timing, terms and strategies for investments or future growth opportunities.
|
•
|
Our joint venture partners might become bankrupt, fail to fund their share of required capital contributions or fail to fulfill their other obligations as joint venture partners, which could cause us to decide to infuse our own capital into any such venture on behalf of the related joint venture partner or partners despite other competing uses for such capital.
|
•
|
Some of our existing joint ventures require mandatory capital expenditures for the benefit of the applicable joint venture, which could limit our ability to expend funds on other corporate opportunities.
|
•
|
Some of our joint venture partners have exit rights that require us to purchase their interests upon the occurrence of certain events or the passage of certain time periods, which could impact our financial condition by requiring us to incur additional indebtedness in order to complete such transactions or otherwise use cash that could have been spent on alternative investments.
|
•
|
Our joint venture partners may have competing interests in our markets that could create conflict of interest issues.
|
•
|
Any sale or other disposition of our interest in a joint venture or underlying assets of the joint venture may require consents from our joint venture partners, which we may not be able to obtain.
|
•
|
Certain corporate-wide or strategic transactions may also trigger other contractual rights held by a joint venture partner (including termination or liquidation rights) depending on how the transaction is structured, which could impact our ability to complete such transactions.
|
•
|
the success of the automotive industry, which historically has provided a significant portion of our advertising revenue;
|
•
|
the health of the economy in the areas where our networks are located and in the nation as a whole;
|
•
|
the popularity of our programming and that of our competition;
|
•
|
the popularity of the sports teams with which we own rights;
|
•
|
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;
|
•
|
the effects of new rating methodologies;
|
•
|
changes in the makeup of the population in the areas where our networks are located;
|
•
|
the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as radio stations, MVPDs, vMVPDs, internet and broadband content providers and other print, outdoor, Internet and media outlets serving in the same markets;
|
•
|
OTT and other emerging technologies and their potential impact on cord-cutting;
|
•
|
the impact of MVPDs and OTT distributors not offering our networks or offering "skinny" programming bundles that may not include all programming of our networks;
|
•
|
changes in pricing and sellout levels;
|
•
|
other factors that may be beyond our control;
|
•
|
the ability of our salespeople to sell and market our content;
|
•
|
our ability to compete with MVPDs that are selling the advertising time that we provide them, which they are able to bundle with other sports and other geographic locations; and
|
•
|
advertisers' desire to message to our viewer demographic.
|
•
|
we may be unable to service our debt obligations, especially during negative economic, financial credit and market industry conditions;
|
•
|
we may require a significant portion of our cash flow to pay principal and interest on our outstanding debt, especially during negative economic and market industry conditions;
|
•
|
the amount available for joint ventures, working capital, capital expenditures, dividends and other general corporate purposes may be limited because a significant portion of cash flow is used to pay principal and interest on outstanding debt;
|
•
|
if our affiliate and advertising revenues decline, we may not be able to service our debt;
|
•
|
if we are unable to renew team sports media rights or renew on less favorable terms, we may not be able to service our debt;
|
•
|
our lenders may not be as willing to lend additional amounts to us for future joint ventures, working capital needs, additional acquisitions or other purposes;
|
•
|
the cost to borrow from lenders may increase;
|
•
|
our ability to access the capital markets may be limited, and we may be unable to issue securities with pricing or other terms that we find attractive, if at all;
|
•
|
if our cash flow were inadequate to make interest and principal payments, we might have to restructure or refinance our indebtedness or sell an equity interest in one or more of our RSNs to reduce debt service obligations;
|
•
|
we may be limited in our flexibility in planning for and reacting to changes in the industry in which we compete; and
|
•
|
we may be more vulnerable to adverse economic conditions than less leveraged competitors and thus, less able to withstand competitive pressures.
|
•
|
restrictions on the incurrence, assumption or guaranteeing of additional debt, or the issuance of disqualified stock or preferred stock;
|
•
|
restrictions on our ability to guarantee and pledge our assets as security for indebtedness;
|
•
|
restrictions on our ability to prepay or redeem certain indebtedness;
|
•
|
restrictions on payment of dividends, the repurchase of stock and other payments relating to our capital stock;
|
•
|
restrictions on some sales of certain assets and the use of proceeds from asset sales;
|
•
|
restrictions on mergers and other acquisitions, satisfaction of conditions for acquisitions and a limit on the total amount of acquisitions without the consent of bank lenders;
|
•
|
restrictions on permitted investments;
|
•
|
restrictions on the lines of business we and our subsidiaries may operate; and
|
•
|
financial ratio and condition tests including, the ratio of total indebtedness to consolidated EBITDA, as adjusted, the ratio of first lien indebtedness to consolidated EBITDA, as adjusted, and the ratio of consolidated EBITDA, as adjusted, to fixed charges.
|
Company/Index/Market
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||
Sinclair Broadcast Group, Inc.
|
|
100.00
|
|
|
121.60
|
|
|
127.48
|
|
|
147.74
|
|
|
105.39
|
|
|
135.98
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
106.96
|
|
|
116.45
|
|
|
150.96
|
|
|
146.67
|
|
|
200.49
|
|
NASDAQ Telecommunications Index
|
|
100.00
|
|
|
97.52
|
|
|
102.36
|
|
|
127.62
|
|
|
127.16
|
|
|
142.60
|
|
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)
|
|
|
|
|
|
|
|
|
||||||
10/01/19 – 10/31/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
11/01/19 – 11/30/19
|
|
449,099
|
|
|
$
|
35.54
|
|
|
449,099
|
|
|
$
|
727
|
|
12/01/19 – 12/31/19
|
|
113,194
|
|
|
$
|
34.93
|
|
|
113,194
|
|
|
$
|
723
|
|
|
(a)
|
All repurchases were made in open-market transactions.
|
(b)
|
On August 9, 2018, the Board of Directors authorized an additional $1 billion share repurchase authorization, in addition to the previous repurchase authorization of $150 million. There is no expiration date and currently, management has no plans to terminate this program. As of December 31, 2019, the remaining authorization under the program was $723 million.
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Media revenues (a)
|
$
|
4,046
|
|
|
$
|
2,919
|
|
|
$
|
2,567
|
|
|
$
|
2,521
|
|
|
$
|
2,030
|
|
Non-media revenues
|
194
|
|
|
136
|
|
|
69
|
|
|
102
|
|
|
96
|
|
|||||
Total revenues
|
4,240
|
|
|
3,055
|
|
|
2,636
|
|
|
2,623
|
|
|
2,126
|
|
|||||
Media programming and production expenses
|
2,073
|
|
|
1,191
|
|
|
1,064
|
|
|
956
|
|
|
733
|
|
|||||
Media selling, general and administrative expenses
|
732
|
|
|
630
|
|
|
534
|
|
|
502
|
|
|
432
|
|
|||||
Depreciation and amortization (b)
|
424
|
|
|
280
|
|
|
276
|
|
|
282
|
|
|
265
|
|
|||||
Amortization of program contract costs and net realizable value adjustments
|
90
|
|
|
101
|
|
|
116
|
|
|
128
|
|
|
125
|
|
|||||
Non-media expenses
|
156
|
|
|
122
|
|
|
75
|
|
|
85
|
|
|
84
|
|
|||||
Corporate general and administrative expenses
|
387
|
|
|
111
|
|
|
113
|
|
|
74
|
|
|
64
|
|
|||||
Gain on asset dispositions and other, net of impairment
|
(92
|
)
|
|
(40
|
)
|
|
(279
|
)
|
|
(6
|
)
|
|
1
|
|
|||||
Operating income
|
470
|
|
|
660
|
|
|
737
|
|
|
602
|
|
|
422
|
|
|||||
Interest expense and amortization of debt discount and deferred financing costs
|
(422
|
)
|
|
(292
|
)
|
|
(212
|
)
|
|
(211
|
)
|
|
(191
|
)
|
|||||
Loss from extinguishment of debt
|
(10
|
)
|
|
—
|
|
|
(1
|
)
|
|
(24
|
)
|
|
—
|
|
|||||
(Loss) income from equity method investments
|
(35
|
)
|
|
(61
|
)
|
|
(14
|
)
|
|
1
|
|
|
1
|
|
|||||
Other income, net
|
6
|
|
|
3
|
|
|
9
|
|
|
4
|
|
|
2
|
|
|||||
Income before income taxes
|
9
|
|
|
310
|
|
|
519
|
|
|
372
|
|
|
234
|
|
|||||
Income tax benefit (provision)
|
96
|
|
|
36
|
|
|
75
|
|
|
(122
|
)
|
|
(58
|
)
|
|||||
Net income
|
105
|
|
|
346
|
|
|
594
|
|
|
250
|
|
|
176
|
|
|||||
Net income attributable to redeemable noncontrolling interests
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to noncontrolling interests
|
(10
|
)
|
|
(5
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Net income attributable to Sinclair Broadcast Group
|
$
|
47
|
|
|
$
|
341
|
|
|
$
|
576
|
|
|
$
|
245
|
|
|
$
|
171
|
|
Earnings Per Common Share Attributable to Sinclair Broadcast Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
0.52
|
|
|
$
|
3.38
|
|
|
$
|
5.77
|
|
|
$
|
2.62
|
|
|
$
|
1.81
|
|
Diluted earnings per share
|
$
|
0.51
|
|
|
$
|
3.35
|
|
|
$
|
5.72
|
|
|
$
|
2.60
|
|
|
$
|
1.79
|
|
Dividends declared per share
|
$
|
0.80
|
|
|
$
|
0.74
|
|
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
0.66
|
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,333
|
|
|
$
|
1,060
|
|
|
$
|
681
|
|
|
$
|
260
|
|
|
$
|
150
|
|
Total assets
|
$
|
17,370
|
|
|
$
|
6,572
|
|
|
$
|
6,784
|
|
|
$
|
5,963
|
|
|
$
|
5,432
|
|
Total debt (c)
|
$
|
12,438
|
|
|
$
|
3,893
|
|
|
$
|
4,049
|
|
|
$
|
4,204
|
|
|
$
|
3,854
|
|
Redeemable noncontrolling interests
|
$
|
1,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total equity
|
$
|
1,694
|
|
|
$
|
1,600
|
|
|
$
|
1,534
|
|
|
$
|
558
|
|
|
$
|
500
|
|
|
(a)
|
Media revenues include distribution revenue, advertising revenue, and other media related revenues.
|
(b)
|
Depreciation and amortization includes depreciation and amortization of property and equipment and amortization of definite-lived intangible assets and other assets.
|
(c)
|
Total debt is defined as notes payable, finance leases, and commercial bank financing, including the current and long-term portions.
|
•
|
In August 2019, the Company completed the acquisition of controlling equity interests in 21 Regional Sports Networks and Fox College Sports from Disney for an aggregate purchase price of $9,817 million including certain adjustments. This is the largest collection of regional sports networks in the United States and expanded the Company's focus on local sports. The transaction was funded through a combination of debt financing raised by DSG and STG as described in Note 7. Notes Payable and Commercial Bank Financing within the Consolidated Financial Statements and Redeemable Subsidiary Preferred Equity under Note 10. Redeemable Noncontrolling Interests within the Consolidated Financial Statements.
|
•
|
In August 2019, the Company, as part of a consortium led by Yankee Global Enterprises, acquired a 20% equity interest in the YES Network for $346 million. See YES Network Investment under Note 6. Other Assets within the Consolidated Financial Statements for further discussion.
|
•
|
In December 2019, the Company increased its investment in Stadium, a multi-platform sports network featuring exclusive live and on-demand games and events, extensive highlights, and daily live studio programming.
|
•
|
In January 2020, a minority partner in one of our RSNs exercised their right to sell the entirety of their non-controlling interest to the Company for $376 million.
|
•
|
In January 2019, the Company launched STIRR, a free, ad-supported streaming app that includes access to national news, sports, entertainment and digital first channels, a robust video on demand library and a new local channel featuring programming based on a user's location, ensuring that viewers can access the local news and lifestyle programming that is relevant to their everyday life.
|
•
|
In January 2019, the Company, the licensees of stations to which the Company provides services, and NBC entered into multi-year renewals of NBC affiliates in 13 markets.
|
•
|
In February 2019, the Company, the licensees of stations to which the Company provides services, and FOX Broadcasting Company entered into amendments to multi-year renewals of the 26 FOX affiliations that were previously renewed as part of the agreement entered in May 8, 2018, revising certain aspects of such agreements and waiving any termination rights the parties may have had with respect to such agreements.
|
•
|
In February 2019, the Company and the Cubs announced the formation of a joint venture that will own and operate Marquee. Marquee debuted February 22, 2020 with the airing of the Cubs’ first Spring Training game and is the Chicago-region’s exclusive network for fans to view live Cubs games, exclusive Cubs content, and other local sports programming. In addition to the execution of the joint venture agreement, the Cubs simultaneously entered into a long-term rights agreement with Marquee.
|
•
|
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.
|
•
|
During 2019, the Company’s newsrooms were honored with a total of 386 national and regional journalism awards and accolades.
|
•
|
In January 2020, STIRR launched an original channel, "2020 LIVE", to offer a continuous stream of live election coverage, giving viewers live access to daily campaign event feeds from across the country, including town hall meetings and stump speeches.
|
•
|
In January 2019, the Company entered into a multi-year retransmission renewal with Mediacom for the carriage of the Company's stations, Tennis Channel, and the Company's emerging networks on its systems.
|
•
|
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. 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 October 2019, the Company announced a multi-year agreement with AT&T for the continued carriage on DIRECTV and AT&T U-Verse of the Company's broadcast television stations and Tennis Channel, as well as carriage of Marquee. The companies also agreed to extend the existing carriage agreement for the Acquired RSNs as well as the YES Network through the same multi-year term.
|
•
|
In October 2019, the Company entered into a multi-year agreement with Mediacom for the carriage of Marquee. The companies also agreed to extend the existing carriage agreements for the Acquired RSNs, as well as the YES Network, through the same multi-year term.
|
•
|
In December 2019, Comcast extended its affiliation agreement with Fox Sports Detroit, extending the agreement to be co-terminus with the Company’s remaining sports segment affiliation agreements with Comcast.
|
•
|
In January 2020, the Company reached an agreement in principle to renew ten affiliation agreements with FOX Broadcasting Company.
|
•
|
In February 2020, Marquee announced a carriage agreement with Hulu. Including Hulu and previously announced agreements with over-the top platform AT&T TV Now and traditional MVPDs Charter, AT&T U-Verse, DirecTV, and Mediacom, Marquee has signed affiliation agreements with 43 distributors.
|
•
|
In January 2019, ONE Media 3.0, LLC, a subsidiary of the Company, and Saankhya Labs in collaboration with VeriSilicon and Samsung Foundry announced the completed design and development of a mobile chip die that supports NEXTGEN TV and other global standards. The compact design and low power operation make it a preferred receive device for mobile and portable applications. Reference designs are underway that will be used with cell phones and tablet devices.
|
•
|
In January 2019, the Company, SK Telecom and Harman signed a Memorandum of Understanding to jointly develop and commercialize digital broadcasting network-based automotive electronics technology for global markets.
|
•
|
In April 2019, a broad contingent of broadcasters announced the deployment of NEXTGEN TV in approximately 60 U.S. markets by the end of 2020. This includes dozens of 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.
|
•
|
In October 2019, ONE Media and Saankhya Labs demonstrated the expanded capabilities and integration of the NEXTGEN TV platform with the wireless industry’s deployment of 5G and its existing 4G networks at the India Mobile Congress and Mobile World Congress.
|
•
|
In January 2020, the Company and SK Telecom announced Cast.era, a joint venture focused on cloud infrastructure for broadcasting, ultra-low latency OTT broadcasting, and targeted advertising.
|
•
|
In February 2020, the Company became a member of Pearl TV, a business organization of U.S. broadcast companies with a shared interest in exploring forward-looking broadcasting opportunities, including innovative ways of promoting local broadcast TV content and developing digital media and wireless platforms for the broadcast industry.
|
•
|
In August 2019, STG issued a seven-year incremental term loan facility in an aggregate principal amount of $600 million, the proceeds of which were used, with cash on hand, to redeem, in full, $600 million of STG's 5.375% Senior Unsecured Notes due 2021. The 5.375% Notes were called at 100% of their par value. See STG Bank Credit Agreement under Note 7. Notes Payable and Commercial Bank Financing within the Consolidated Financial Statements for further discussion.
|
•
|
In November 2019, STG issued senior notes in an aggregated principal amount of $500 million, which bear interest at a rate of 5.500% per annum and mature on March 1, 2030. The net proceeds were used, plus cash on hand, to redeem STG's 6.125% senior unsecured notes due 2022 in an aggregate principal amount of $500 million. See STG Senior Unsecured Notes under Note 7. Notes Payable and Commercial Bank Financing within the Consolidated Financial Statements for further discussion.
|
•
|
In December 2019, we redeemed 300,000 units of redeemable subsidiary preferred equity for an aggregate redemption price equal to $300 million plus accrued and unpaid dividends. See Redeemable Subsidiary Preferred Equity under Note 10. Redeemable Noncontrolling Interests within the Consolidated Financial Statements for further discussion.
|
•
|
For the year ended December 31, 2019, we repurchased approximately 5 million shares of Class A Common Stock for $145 million.
|
•
|
For the year ended December 31, 2019, we paid dividends of $0.80 per share. In February 2020, we declared a quarterly cash dividend of $0.20 per share.
|
•
|
In January 2020, we redeemed 200,000 units of redeemable subsidiary preferred equity for an aggregate redemption price equal to $200 million plus accrued and unpaid dividends. See Redeemable Subsidiary Preferred Equity under Note 10. Redeemable Noncontrolling Interests within the Consolidated Financial Statements for further discussion.
|
•
|
In March 2019, the Federal Communications Commission's administrative law judge dismissed with prejudice the July 2018 hearing designation order related to the Company’s terminated acquisition of Tribune.
|
•
|
In January 2020, the Company and Nexstar agreed to settle the outstanding lawsuit between the Company and Tribune Media Company, which Nexstar acquired in September 2019. See Litigation under Note 13. Commitments and Contingencies within the Consolidated Financial Statements for further discussion.
|
•
|
In January 2019, the Board of Directors voted to increase the size of the Board from eight to nine members and named the Honorable Benson Everett Legg to serve as its newest independent member.
|
•
|
In March 2019, the Company, in partnership with the Salvation Army, held a day of giving to aid ongoing relief efforts for the survivors of the severe Midwest weather that brought historic flooding to significant parts of Nebraska and Iowa.
|
•
|
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.
|
•
|
In August 2019, the Company promoted Mark Aitken from Vice President to Senior Vice President of Advanced Technology, responsible for the Company’s development and deployment of next-gen technologies such as NEXTGEN TV, and promoted Scott Shapiro from Vice President to Senior Vice President of Corporate Development, responsible for driving forward the Company's vision through acquisitions and external investments.
|
•
|
In November 2019, the Company named Robert Weisbord President of the Local News & Marketing Services division effective January 1, 2020 and announced the retirement of Steven Marks, Executive Vice President & Chief Operating Officer of the Company's TV Group effective December 31, 2019.
|
•
|
In December 2019, and in keeping with the Company’s goal to become the employer of choice, the Company announced that its minimum hourly wage would increase to $15 for all applicable employees, effective December 29, 2019.
|
•
|
In January 2020, Sinclair opened its Broadcast Diversity Scholarship for applications. Since launching the scholarship program, Sinclair has distributed over $148,000 in financial assistance to students demonstrating a promising future in the broadcast industry.
|
•
|
In February 2020, the Company promoted Lucy Rutishauser to Executive Vice President & Chief Financial Officer, Del Parks to Executive Vice President & Chief Technology Officer, Don Thompson to Executive Vice President & Chief Human Resources Officer, Scott Shapiro to Senior Vice President/Chief Development Officer, Brian Bark to Senior Vice President/Chief Information Officer, and Don Roberts to VP/Sports Engineering and Production Systems.
|
•
|
Political spending is significantly higher in the even-numbered years due to the cyclicality of political elections. In addition, every four years, political spending is typically elevated further due to the advertising related to the presidential election.
|
•
|
The FCC has permitted broadcast television stations to use their digital spectrum for a wide variety of services including multi-channel broadcasts. The FCC “must-carry” rules only apply to a station’s primary digital stream.
|
•
|
Many broadcasters are enhancing / upgrading their websites to use the internet to deliver rich media content, such as newscasts and weather updates, to attract advertisers and to compete with other internet sites and smart phone and tablet device applications and other social media outlets.
|
•
|
Seasonal advertising increases occur in the second and fourth quarters due to the anticipation of certain seasonal and holiday spending by consumers.
|
•
|
Broadcasters have found ways to increase returns on their news programming initiatives while continuing to maintain locally produced content through the use of news sharing arrangements.
|
•
|
Advertising revenue related to the Olympics occurs in even numbered years and the Super Bowl is aired on a different network each year. Both of these popularly viewed events can have an impact on our advertising revenues.
|
•
|
The MVPD industry has continued to undergo significant consolidation, which gives top distributors purchase power.
|
•
|
The vMVPDs have continued to gain increasing importance and have quickly become a critical segment of the market. These vMVPDs offer a limited number of networks at a significantly lower price point as compared to the traditional cable offering.
|
•
|
The traditional MVPD industry continues to experience a decline in subscribers, which is partially offset by growth in subscribers of vMVPDs.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Media revenues
|
$
|
4,046
|
|
|
$
|
2,919
|
|
|
$
|
2,567
|
|
Non-media revenues
|
194
|
|
|
136
|
|
|
69
|
|
|||
Total revenues
|
4,240
|
|
|
3,055
|
|
|
2,636
|
|
|||
Media programming and production expenses
|
2,073
|
|
|
1,191
|
|
|
1,064
|
|
|||
Media selling, general and administrative expenses
|
732
|
|
|
630
|
|
|
534
|
|
|||
Depreciation and amortization
|
424
|
|
|
280
|
|
|
276
|
|
|||
Amortization of program contract costs and net realizable value adjustments
|
90
|
|
|
101
|
|
|
116
|
|
|||
Non-media expenses
|
156
|
|
|
122
|
|
|
75
|
|
|||
Corporate general and administrative expenses
|
387
|
|
|
111
|
|
|
113
|
|
|||
Gain on asset dispositions and other, net of impairments
|
(92
|
)
|
|
(40
|
)
|
|
(279
|
)
|
|||
Operating income
|
$
|
470
|
|
|
$
|
660
|
|
|
$
|
737
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
47
|
|
|
$
|
341
|
|
|
$
|
576
|
|
|
|
|
|
|
|
|
Percent Change Increase / (Decrease)
|
||||||||
|
2019
|
|
2018
|
|
2017
|
|
‘19 vs.‘18
|
|
‘18 vs.‘17
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Distribution revenue
|
$
|
1,341
|
|
|
$
|
1,186
|
|
|
$
|
1,033
|
|
|
13%
|
|
15%
|
Advertising revenue
|
1,268
|
|
|
1,484
|
|
|
1,315
|
|
|
(15)%
|
|
13%
|
|||
Other media revenue (a)
|
46
|
|
|
45
|
|
|
46
|
|
|
2%
|
|
(2)%
|
|||
Media revenues
|
$
|
2,655
|
|
|
$
|
2,715
|
|
|
$
|
2,394
|
|
|
(2)%
|
|
13%
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Media programming and production expenses
|
$
|
1,173
|
|
|
$
|
1,081
|
|
|
$
|
965
|
|
|
9%
|
|
12%
|
Media selling, general and administrative expenses
|
552
|
|
|
530
|
|
|
470
|
|
|
4%
|
|
13%
|
|||
Amortization of program contract costs and net realizable value adjustments
|
90
|
|
|
101
|
|
|
116
|
|
|
(11)%
|
|
(13)%
|
|||
Corporate general and administrative expenses
|
144
|
|
|
100
|
|
|
101
|
|
|
44%
|
|
(1)%
|
|||
Depreciation and amortization expenses
|
245
|
|
|
251
|
|
|
244
|
|
|
(2)%
|
|
3%
|
|||
Gain on asset dispositions and other, net of impairment
|
(62
|
)
|
|
(100
|
)
|
|
(226
|
)
|
|
(38)%
|
|
(56)%
|
|||
Operating income
|
$
|
513
|
|
|
$
|
752
|
|
|
$
|
724
|
|
|
(32)%
|
|
4%
|
|
|
Percent of Advertising Revenue (Excluding Digital) for the
Twelve Months Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Local news
|
33%
|
|
34%
|
|
32%
|
Syndicated/Other programming
|
29%
|
|
28%
|
|
30%
|
Network programming (a)
|
24%
|
|
25%
|
|
25%
|
Sports programming
|
11%
|
|
10%
|
|
10%
|
Paid programming
|
3%
|
|
3%
|
|
3%
|
|
|
# of
|
|
Percent of Advertising Revenue for the
Twelve Months Ended December 31,
|
||||
|
Channels (a)
|
|
2019
|
|
2018
|
|
2017
|
ABC
|
41
|
|
30%
|
|
29%
|
|
29%
|
FOX
|
59
|
|
25%
|
|
24%
|
|
25%
|
CBS
|
30
|
|
20%
|
|
20%
|
|
20%
|
NBC
|
24
|
|
13%
|
|
16%
|
|
13%
|
CW
|
48
|
|
6%
|
|
6%
|
|
7%
|
MNT
|
39
|
|
4%
|
|
4%
|
|
5%
|
Other (b)
|
388
|
|
2%
|
|
1%
|
|
1%
|
Total
|
629
|
|
|
|
|
|
|
|
(a)
|
See Television Markets and Stations within Item 1. Business for further detail on our channels. We acquired certain television stations during 2017, with a variety of network affiliations, which affects the year-over-year comparability of revenue by affiliate. See Note 2. Acquisitions and Dispositions of Assets within the Consolidated Financial Statements for further discussion of stations acquired.
|
(b)
|
We broadcast other programming from the following providers on our channels including: Antenna TV, Azteca, Bounce Network, CHARGE!, Comet, Dabl, Estrella TV, Get TV, Grit, Me TV, Movies!, Stadium, TBD, Telemundo, This TV, UniMas, Univision, and Weather.
|
|
2019
|
||
Revenue:
|
|
||
Distribution revenue
|
$
|
1,029
|
|
Advertising revenue
|
103
|
|
|
Other media revenue
|
7
|
|
|
Media revenue
|
$
|
1,139
|
|
|
|
||
Operating Expenses:
|
|
||
Media programming and production expenses
|
$
|
769
|
|
Media selling, general and administrative expenses (a)
|
55
|
|
|
Depreciation and amortization expenses
|
157
|
|
|
Corporate general and administrative
|
93
|
|
|
Operating income
|
$
|
65
|
|
Income from equity method investments
|
$
|
18
|
|
|
|
|
|
|
|
|
|
Percent Change
Increase / (Decrease) |
||||||||
|
2019
|
|
2018
|
|
2017
|
|
‘19 vs.‘18
|
|
‘18 vs.‘17
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Distribution revenue
|
$
|
130
|
|
|
$
|
113
|
|
|
$
|
107
|
|
|
15%
|
|
6%
|
Advertising revenue
|
109
|
|
|
75
|
|
|
54
|
|
|
45%
|
|
39%
|
|||
Other media revenues
|
13
|
|
|
16
|
|
|
12
|
|
|
(19)%
|
|
33%
|
|||
Media revenues
|
$
|
252
|
|
|
$
|
204
|
|
|
$
|
173
|
|
|
24%
|
|
18%
|
Non-media revenues
|
$
|
194
|
|
|
$
|
136
|
|
|
$
|
69
|
|
|
43%
|
|
97%
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Media expenses
|
$
|
256
|
|
|
$
|
210
|
|
|
$
|
163
|
|
|
22%
|
|
29%
|
Non-media expenses
|
$
|
156
|
|
|
$
|
122
|
|
|
$
|
75
|
|
|
28%
|
|
63%
|
Corporate general and administrative expenses
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
—%
|
|
—%
|
(Gain) loss on asset dispositions and other, net of impairments
|
$
|
(4
|
)
|
|
$
|
60
|
|
|
$
|
(53
|
)
|
|
n/m
|
|
n/m
|
Operating income (loss)
|
$
|
15
|
|
|
$
|
(82
|
)
|
|
$
|
25
|
|
|
118%
|
|
(428)%
|
Loss from equity method investments
|
$
|
(53
|
)
|
|
$
|
(61
|
)
|
|
$
|
(14
|
)
|
|
(13)%
|
|
n/m
|
|
|
|
|
|
|
|
|
Percent Change
Increase/ (Decrease)
|
||||||||
|
2019
|
|
2018
|
|
2017
|
|
‘19 vs.‘18
|
|
‘18 vs.‘17
|
||||||
Corporate general and administrative expenses
|
$
|
387
|
|
|
$
|
111
|
|
|
$
|
113
|
|
|
249%
|
|
(2)%
|
Interest expense and amortization of debt discount and deferred financing costs
|
$
|
422
|
|
|
$
|
292
|
|
|
$
|
212
|
|
|
45%
|
|
38%
|
Loss from extinguishment of debt
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
n/m
|
|
n/m
|
Income tax benefit
|
$
|
96
|
|
|
$
|
36
|
|
|
$
|
75
|
|
|
167%
|
|
(52)%
|
Net income attributable to redeemable noncontrolling interests
|
$
|
(48
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
n/m
|
|
n/m
|
Net income attributable to noncontrolling interests
|
$
|
(10
|
)
|
|
$
|
(5
|
)
|
|
$
|
(18
|
)
|
|
100%
|
|
(72)%
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash flows from operating activities
|
$
|
916
|
|
|
$
|
647
|
|
|
$
|
432
|
|
Cash flows (used in) from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property and equipment
|
$
|
(156
|
)
|
|
$
|
(105
|
)
|
|
$
|
(84
|
)
|
Acquisition of businesses, net of cash acquired
|
(8,999
|
)
|
|
—
|
|
|
(271
|
)
|
|||
Spectrum repack reimbursements and auction proceeds
|
62
|
|
|
6
|
|
|
311
|
|
|||
Proceeds from the sale of assets
|
8
|
|
|
2
|
|
|
195
|
|
|||
Purchases of investments
|
(452
|
)
|
|
(48
|
)
|
|
(63
|
)
|
|||
Distributions from investments
|
7
|
|
|
24
|
|
|
32
|
|
|||
Other, net
|
—
|
|
|
3
|
|
|
(6
|
)
|
|||
Net cash flows (used in) from investing activities
|
$
|
(9,530
|
)
|
|
$
|
(118
|
)
|
|
$
|
114
|
|
Cash flows (used in) from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from notes payable and commercial bank financing
|
$
|
9,956
|
|
|
$
|
4
|
|
|
$
|
166
|
|
Repayments of notes payable, commercial bank financing, and finance leases
|
(1,236
|
)
|
|
(167
|
)
|
|
(340
|
)
|
|||
Proceeds from the sale of Class A Common Stock
|
—
|
|
|
—
|
|
|
488
|
|
|||
Proceeds from the issuance of redeemable subsidiary preferred equity, net
|
985
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of outstanding Class A Common Stock
|
(145
|
)
|
|
(221
|
)
|
|
(30
|
)
|
|||
Dividends paid on Class A and Class B Common Stock
|
(73
|
)
|
|
(74
|
)
|
|
(71
|
)
|
|||
Dividends paid on redeemable subsidiary preferred equity
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of redeemable subsidiary preferred equity
|
(297
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(199
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Distributions to noncontrolling interests
|
(32
|
)
|
|
(9
|
)
|
|
(22
|
)
|
|||
Other, net
|
(39
|
)
|
|
3
|
|
|
—
|
|
|||
Net cash flows from (used in) financing activities
|
$
|
8,887
|
|
|
$
|
(465
|
)
|
|
$
|
190
|
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
2025 and thereafter
|
||||||||||
Notes payable, finance leases and commercial bank financing (a)
|
$
|
17,031
|
|
|
$
|
730
|
|
|
$
|
1,453
|
|
|
$
|
3,174
|
|
|
$
|
11,674
|
|
Operating leases
|
339
|
|
|
51
|
|
|
76
|
|
|
54
|
|
|
158
|
|
|||||
Programming rights and content (b)
|
17,798
|
|
|
2,575
|
|
|
4,095
|
|
|
2,913
|
|
|
8,215
|
|
|||||
Programming services (c)
|
208
|
|
|
91
|
|
|
77
|
|
|
37
|
|
|
3
|
|
|||||
Other (d)
|
450
|
|
|
130
|
|
|
146
|
|
|
64
|
|
|
110
|
|
|||||
Total contractual cash obligations
|
$
|
35,826
|
|
|
$
|
3,577
|
|
|
$
|
5,847
|
|
|
$
|
6,242
|
|
|
$
|
20,160
|
|
|
(a)
|
Includes interest on debt and finance leases, including finance leases payable to related parties. Estimated interest on our variable rate debt has been calculated at an effective weighted interest rate of 4.58% as of December 31, 2019. Variable rate debt represents $6 billion of our $12 billion total face value of debt as of December 31, 2019. See Note 7. Notes Payable and Commercial Bank Financing within the Consolidated Financial Statements for further discussion of the changes to notes payable, finance leases, and commercial bank financing during 2019 and Note 15. Related Person Transactions within the Consolidated Financial Statements for further discussion of related parties.
|
(b)
|
Our programming rights and content includes contractual amounts owed through the expiration date of the underlying agreement for sports programming rights of $16.2 billion, active and future television program contracts, network programming, and additional advertising inventory in various dayparts. Active television program contracts are included in the balance sheet as an asset and liability while future television program contracts are excluded until the cost is known, the program is available for its first showing or telecast, and the licensee has accepted the program. Industry protocol typically enables us to make payments for television program contracts on a three-month lag, which differs from the contractual timing within the table. Network programming agreements may include variable fee components such as subscriber levels, which in certain circumstances have been estimated and reflected in the table above.
|
(c)
|
Includes obligations related to rating service fees, music license fees, market research, weather, and news services.
|
(d)
|
Other includes obligations related to post-retirement benefits, guaranteed payments under a deferred purchase price liability, maintenance and support, other corporate contracts, other long-term liabilities, commitments to contribute capital to various non-media private equity investments, and LMA and outsourcing agreements. Excluded from the table are estimated amounts due pursuant to LMAs and outsourcing agreements where we consolidate the counter-party. The fees that we are required to pay under these agreements total $6 million and $3 million for the periods 2020 and 2021-2022, respectively. Certain station related operating expenses are paid by the licensee and reimbursed by us under the LMA agreements. Certain of these expenses that are in connection with contracts are included in the table above.
|
•
|
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.
|
Sinclair Broadcast Group, Inc. Financial Statements:
|
|
Page:
|
|
||
|
||
|
||
|
||
|
||
|
||
|
EXHIBIT NO.
|
|
EXHIBIT DESCRIPTION
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
EXHIBIT NO.
|
|
EXHIBIT DESCRIPTION
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12**
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13*
|
|
|
10.14*
|
|
|
10.15*
|
|
EXHIBIT NO.
|
|
EXHIBIT DESCRIPTION
|
10.16*
|
|
|
10.17*
|
|
|
10.18
|
|
|
10.19*
|
|
|
10.20*
|
|
|
10.21*
|
|
|
10.22*
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30*
|
|
|
10.31
|
|
|
10.32*
|
|
|
10.33*
|
|
EXHIBIT NO.
|
|
EXHIBIT DESCRIPTION
|
10.34*
|
|
|
10.35*
|
|
|
10.36*
|
|
|
10.37*
|
|
|
10.38*
|
|
|
10.39*
|
|
|
10.40*
|
|
|
10.41*
|
|
|
10.42*
|
|
|
10.43*
|
|
|
10.44
|
|
|
10.45*
|
|
|
10.46
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51*
|
|
|
10.52*
|
|
|
21
|
|
|
23
|
|
|
24
|
|
EXHIBIT NO.
|
|
EXHIBIT DESCRIPTION
|
31.1***
|
|
|
31.2***
|
|
|
32.1***
|
|
|
32.2***
|
|
|
99.1
|
|
|
99.2
|
|
|
101
|
|
The Company's Consolidated Financial Statements and related Notes for the year ended December 31, 2019 from this Annual Report on Form 10-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).**
|
|
SINCLAIR BROADCAST GROUP, INC.
|
|
|
|
|
|
By:
|
/s/ Christopher S. Ripley
|
|
|
Christopher S. Ripley
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Christopher S. Ripley
|
|
President and Chief Executive Officer
|
|
|
Christopher S. Ripley
|
|
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Lucy A. Rutishauser
|
|
Executive Vice President and Chief Financial Officer
|
|
|
Lucy A. Rutishauser
|
|
|
|
March 2, 2020
|
|
|
|
|
|
/s/ David R. Bochenek
|
|
Senior Vice President, Chief Accounting Officer, and Corporate Controller
|
|
|
David R. Bochenek
|
|
|
|
March 2, 2020
|
|
|
|
|
|
/s/ David D. Smith
|
|
Chairman of the Board and Executive Chairman
|
|
|
David D. Smith
|
|
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Frederick G. Smith
|
|
|
|
|
Frederick G. Smith
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ J. Duncan Smith
|
|
|
|
|
J. Duncan Smith
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Robert E. Smith
|
|
|
|
|
Robert E. Smith
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Lawrence E. McCanna
|
|
|
|
|
Lawrence E. McCanna
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Daniel C. Keith
|
|
|
|
|
Daniel C. Keith
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Martin R. Leader
|
|
|
|
|
Martin R. Leader
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Howard E. Friedman
|
|
|
|
|
Howard E. Friedman
|
|
Director
|
|
March 2, 2020
|
|
|
|
|
|
/s/ Benson E. Legg
|
|
|
|
|
Benson E. Legg
|
|
Director
|
|
March 2, 2020
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Our consolidated total assets as of December 31, 2019 and 2018 include total assets of variable interest entities (VIEs) of $228 million and $127 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December 31, 2019 and 2018 include total liabilities of the VIEs of $27 million and $22 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 14. Variable Interest Entities.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
105
|
|
|
$
|
346
|
|
|
$
|
594
|
|
Adjustments to post-retirement obligations, net of taxes
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Comprehensive income
|
104
|
|
|
347
|
|
|
593
|
|
|||
Comprehensive income attributable to redeemable noncontrolling interests
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(10
|
)
|
|
(5
|
)
|
|
(18
|
)
|
|||
Comprehensive income attributable to Sinclair Broadcast Group
|
$
|
46
|
|
|
$
|
342
|
|
|
$
|
575
|
|
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-In
Capital
|
|
(Accumulated
Deficit) Retained Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||||
|
Shares
|
|
Values
|
|
Shares
|
|
Values
|
|
|
|
|
|
|||||||||||||||||||||
BALANCE, December 31, 2016
|
64,558,207
|
|
|
$
|
1
|
|
|
25,670,684
|
|
|
$
|
—
|
|
|
$
|
844
|
|
|
$
|
(256
|
)
|
|
$
|
(1
|
)
|
|
$
|
(30
|
)
|
|
$
|
558
|
|
Issuance of common stock, net of issuance costs
|
12,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|||||||
Dividends declared and paid on Class A and Class B Common Stock ($0.72 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||||||
Repurchases of Class A Common Stock
|
(997,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
510,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
18
|
|
|
594
|
|
|||||||
BALANCE, December 31, 2017
|
76,071,145
|
|
|
$
|
1
|
|
|
25,670,684
|
|
|
$
|
—
|
|
|
$
|
1,321
|
|
|
$
|
249
|
|
|
$
|
(2
|
)
|
|
$
|
(34
|
)
|
|
$
|
1,535
|
|
|
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
|
|
|
$
|
1
|
|
|
25,670,684
|
|
|
$
|
—
|
|
|
$
|
1,321
|
|
|
$
|
249
|
|
|
$
|
(2
|
)
|
|
$
|
(34
|
)
|
|
$
|
1,535
|
|
Cumulative effect of adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Dividends declared and paid on Class A and Class B Common Stock ($0.74 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|||||||
Repurchases of Class A Common Stock
|
(7,761,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221
|
)
|
|||||||
Class A Common Stock issued pursuant to employee benefit plans
|
588,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||
Distributions to noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
5
|
|
|
346
|
|
|||||||
BALANCE, December 31, 2018
|
68,897,723
|
|
|
$
|
1
|
|
|
25,670,684
|
|
|
$
|
—
|
|
|
$
|
1,121
|
|
|
$
|
518
|
|
|
$
|
(1
|
)
|
|
$
|
(39
|
)
|
|
$
|
1,600
|
|
|
|
|
|
Sinclair Broadcast Group Shareholders
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Redeemable Noncontrolling Interests
|
|
|
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
|
|
|
$
|
1
|
|
|
25,670,684
|
|
|
$
|
—
|
|
|
$
|
1,121
|
|
|
$
|
518
|
|
|
$
|
(1
|
)
|
|
$
|
(39
|
)
|
|
$
|
1,600
|
|
Issuance of redeemable subsidiary preferred equity, net of issuance costs
|
985
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared and paid on Class A and Class B Common Stock ($0.80 per share)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||||
Class B Common Stock converted into Class A Common Stock
|
—
|
|
|
|
943,002
|
|
|
—
|
|
|
(943,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchases of Class A Common Stock
|
—
|
|
|
|
(4,555,487
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
||||||||
Class A Common Stock issued pursuant to employee benefit plans
|
—
|
|
|
|
1,544,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||||||
Noncontrolling interests acquired in a business combination
|
380
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|
248
|
|
||||||||
Distributions to noncontrolling interests, net
|
(38
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||||
Redemption of redeemable subsidiary preferred equity, net of fees
|
(297
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Net income
|
48
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
10
|
|
|
57
|
|
||||||||
BALANCE, December 31, 2019
|
$
|
1,078
|
|
|
|
66,830,110
|
|
|
$
|
1
|
|
|
24,727,682
|
|
|
$
|
—
|
|
|
$
|
1,011
|
|
|
$
|
492
|
|
|
$
|
(2
|
)
|
|
$
|
192
|
|
|
$
|
1,694
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
105
|
|
|
$
|
346
|
|
|
$
|
594
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation of property and equipment
|
97
|
|
|
105
|
|
|
97
|
|
|||
Amortization of definite-lived intangible and other assets
|
327
|
|
|
175
|
|
|
179
|
|
|||
Amortization of program contract costs and net realizable value adjustments
|
90
|
|
|
101
|
|
|
116
|
|
|||
Loss from extinguishment of debt
|
10
|
|
|
—
|
|
|
1
|
|
|||
Stock-based compensation
|
33
|
|
|
26
|
|
|
16
|
|
|||
Deferred tax benefit
|
(5
|
)
|
|
(103
|
)
|
|
(159
|
)
|
|||
Gain on asset disposition and other, net of impairment
|
(62
|
)
|
|
(19
|
)
|
|
(279
|
)
|
|||
Loss from equity method investments
|
35
|
|
|
61
|
|
|
14
|
|
|||
Amortization of sports programming rights
|
637
|
|
|
—
|
|
|
—
|
|
|||
Additions to sports programming rights
|
(578
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
|||
Decrease (increase) in accounts receivable
|
70
|
|
|
(37
|
)
|
|
(42
|
)
|
|||
Increase in prepaid expenses and other current assets
|
(27
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||
Increase in accounts payable and accrued liabilities
|
334
|
|
|
24
|
|
|
35
|
|
|||
Net change in net income taxes payable/receivable
|
(127
|
)
|
|
49
|
|
|
(43
|
)
|
|||
Decrease in program contracts payable
|
(94
|
)
|
|
(108
|
)
|
|
(111
|
)
|
|||
Other, net
|
71
|
|
|
37
|
|
|
23
|
|
|||
Net cash flows from operating activities
|
916
|
|
|
647
|
|
|
432
|
|
|||
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property and equipment
|
(156
|
)
|
|
(105
|
)
|
|
(84
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(8,999
|
)
|
|
—
|
|
|
(271
|
)
|
|||
Spectrum repack reimbursements and auction proceeds
|
62
|
|
|
6
|
|
|
311
|
|
|||
Proceeds from the sale of assets
|
8
|
|
|
2
|
|
|
195
|
|
|||
Purchases of investments
|
(452
|
)
|
|
(48
|
)
|
|
(63
|
)
|
|||
Distributions from investments
|
7
|
|
|
24
|
|
|
32
|
|
|||
Other, net
|
—
|
|
|
3
|
|
|
(6
|
)
|
|||
Net cash flows (used in) from investing activities
|
(9,530
|
)
|
|
(118
|
)
|
|
114
|
|
|||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from notes payable and commercial bank financing
|
9,956
|
|
|
4
|
|
|
166
|
|
|||
Repayments of notes payable, commercial bank financing, and finance leases
|
(1,236
|
)
|
|
(167
|
)
|
|
(340
|
)
|
|||
Proceeds from the sale of Class A Common Stock
|
—
|
|
|
—
|
|
|
488
|
|
|||
Proceeds from the issuance of redeemable subsidiary preferred equity, net
|
985
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of outstanding Class A Common Stock
|
(145
|
)
|
|
(221
|
)
|
|
(30
|
)
|
|||
Dividends paid on Class A and Class B Common Stock
|
(73
|
)
|
|
(74
|
)
|
|
(71
|
)
|
|||
Dividends paid on redeemable subsidiary preferred equity
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of redeemable subsidiary preferred equity
|
(297
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(199
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Distributions to noncontrolling interests
|
(32
|
)
|
|
(9
|
)
|
|
(22
|
)
|
|||
Other, net
|
(39
|
)
|
|
3
|
|
|
—
|
|
|||
Net cash flows from (used in) financing activities
|
8,887
|
|
|
(465
|
)
|
|
190
|
|
|||
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
273
|
|
|
64
|
|
|
736
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of year
|
1,060
|
|
|
996
|
|
|
260
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of year
|
$
|
1,333
|
|
|
$
|
1,060
|
|
|
$
|
996
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Charged to expense
|
9
|
|
|
5
|
|
|
3
|
|
|||
Net write-offs
|
(3
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Balance at end of period
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
2019
|
|
2018
|
||||
Compensation and employee benefits
|
$
|
136
|
|
|
$
|
100
|
|
Interest
|
154
|
|
|
42
|
|
||
Programming related obligations
|
191
|
|
|
80
|
|
||
Legal, litigation, and regulatory
|
186
|
|
|
9
|
|
||
Accounts payable and other operating expenses
|
115
|
|
|
99
|
|
||
Total accounts payable and accrued liabilities
|
$
|
782
|
|
|
$
|
330
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income taxes paid
|
$
|
32
|
|
|
$
|
17
|
|
|
$
|
128
|
|
Income tax refunds
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Interest paid
|
$
|
283
|
|
|
$
|
285
|
|
|
$
|
204
|
|
For the year ended December 31, 2019
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Total
|
||||||||
Distribution revenue
|
$
|
1,341
|
|
|
$
|
1,029
|
|
|
$
|
130
|
|
|
$
|
2,500
|
|
Advertising revenue
|
1,268
|
|
|
103
|
|
|
109
|
|
|
1,480
|
|
||||
Other media and non-media revenues
|
46
|
|
|
7
|
|
|
207
|
|
|
260
|
|
||||
Total revenues
|
$
|
2,655
|
|
|
$
|
1,139
|
|
|
$
|
446
|
|
|
$
|
4,240
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2018
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Total
|
||||||||
Distribution revenue
|
$
|
1,186
|
|
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
1,299
|
|
Advertising revenue
|
1,484
|
|
|
—
|
|
|
75
|
|
|
1,559
|
|
||||
Other media and non-media revenues
|
45
|
|
|
—
|
|
|
152
|
|
|
197
|
|
||||
Total revenues
|
$
|
2,715
|
|
|
$
|
—
|
|
|
$
|
340
|
|
|
$
|
3,055
|
|
|
|
|
|
|
|
|
|
||||||||
For the year ended December 31, 2017
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Total
|
||||||||
Distribution revenue
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
1,140
|
|
Advertising revenue
|
1,315
|
|
|
—
|
|
|
54
|
|
|
1,369
|
|
||||
Other media and non-media revenues
|
46
|
|
|
—
|
|
|
81
|
|
|
127
|
|
||||
Total revenues
|
$
|
2,394
|
|
|
$
|
—
|
|
|
$
|
242
|
|
|
$
|
2,636
|
|
|
Initial Allocation (a)
|
|
Adjustments
|
|
Updated Allocation
|
||||||
Cash and cash equivalents
|
$
|
823
|
|
|
$
|
1
|
|
|
$
|
824
|
|
Accounts receivable, net
|
604
|
|
|
2
|
|
|
606
|
|
|||
Prepaid expenses and other current assets
|
176
|
|
|
(1
|
)
|
|
175
|
|
|||
Property and equipment, net
|
25
|
|
|
—
|
|
|
25
|
|
|||
Definite-lived intangible assets, net
|
7,676
|
|
|
(951
|
)
|
|
6,725
|
|
|||
Other assets
|
52
|
|
|
—
|
|
|
52
|
|
|||
Accounts payable and accrued liabilities
|
(261
|
)
|
|
80
|
|
|
(181
|
)
|
|||
Other long-term liabilities
|
(579
|
)
|
|
183
|
|
|
(396
|
)
|
|||
Goodwill
|
1,924
|
|
|
691
|
|
|
2,615
|
|
|||
Fair value of identifiable net assets acquired
|
$
|
10,440
|
|
|
$
|
5
|
|
|
$
|
10,445
|
|
Redeemable noncontrolling interests
|
(380
|
)
|
|
—
|
|
|
(380
|
)
|
|||
Noncontrolling interests
|
(231
|
)
|
|
(17
|
)
|
|
(248
|
)
|
|||
Gross purchase price
|
$
|
9,829
|
|
|
$
|
(12
|
)
|
|
$
|
9,817
|
|
Purchase price, net of cash acquired
|
$
|
9,006
|
|
|
$
|
(13
|
)
|
|
$
|
8,993
|
|
|
(a)
|
As reported in our September 30, 2019 Form 10-Q.
|
Accounts receivable
|
$
|
15
|
|
Prepaid expenses and other current assets
|
1
|
|
|
Program contract costs
|
1
|
|
|
Property and equipment
|
27
|
|
|
Definite-lived intangible assets
|
162
|
|
|
Other assets
|
3
|
|
|
Accounts payable and accrued liabilities
|
(9
|
)
|
|
Program contracts payable
|
(1
|
)
|
|
Deferred tax liability
|
(66
|
)
|
|
Other long term liabilities
|
(12
|
)
|
|
Fair value of identifiable, net assets acquired
|
121
|
|
|
Goodwill
|
121
|
|
|
Total purchase price, net of cash acquired
|
$
|
242
|
|
Revenues
|
|
2019
|
|
2018
|
|
2017
|
||||||
RSN
|
|
$
|
1,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bonten
|
|
96
|
|
|
101
|
|
|
31
|
|
|||
Other 2017 acquisitions
|
|
17
|
|
|
18
|
|
|
11
|
|
|||
Total net revenues
|
|
$
|
1,252
|
|
|
$
|
119
|
|
|
$
|
42
|
|
Operating Income (Loss)
|
|
2019
|
|
2018
|
|
2017
|
||||||
RSN (a)
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bonten
|
|
19
|
|
|
21
|
|
|
7
|
|
|||
Other 2017 acquisitions
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Total operating income
|
|
$
|
85
|
|
|
$
|
19
|
|
|
$
|
7
|
|
|
(a)
|
Operating income (loss) includes transaction costs discussed below and excludes $35 million selling, general, and administrative expenses, respectively, for services provided by local news and marketing services to sports, which are eliminated in consolidation.
|
|
Unaudited
|
||||||
|
2019
|
|
2018
|
||||
Total revenues
|
$
|
6,689
|
|
|
$
|
6,874
|
|
Net income
|
$
|
328
|
|
|
$
|
732
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
130
|
|
|
$
|
524
|
|
Basic earnings per share attributable to Sinclair Broadcast Group
|
$
|
1.41
|
|
|
$
|
5.20
|
|
Diluted earnings per share attributable to Sinclair Broadcast Group
|
$
|
1.39
|
|
|
$
|
5.16
|
|
|
RSAs
|
|
Weighted-Average Price
|
|||
Unvested shares at December 31, 2018
|
280,315
|
|
|
$
|
34.73
|
|
2019 Activity:
|
|
|
|
|
|
|
Granted
|
287,550
|
|
|
33.54
|
|
|
Vested
|
(164,423
|
)
|
|
34.59
|
|
|
Forfeited
|
(2,000
|
)
|
|
34.48
|
|
|
Unvested shares at December 31, 2019
|
401,442
|
|
|
$
|
33.93
|
|
|
SARs
|
|
Weighted-Average Price
|
|||
Outstanding SARs at December 31, 2018
|
3,060,000
|
|
|
$
|
24.29
|
|
2019 Activity:
|
|
|
|
|
|
|
Granted
|
500,000
|
|
|
32.81
|
|
|
Exercised
|
(1,479,968
|
)
|
|
33.00
|
|
|
Outstanding SARs at December 31, 2019
|
2,080,032
|
|
|
$
|
20.14
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
2.5
|
%
|
|
2.6
|
%
|
|
2.1
|
%
|
Expected years to exercise
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
Expected volatility
|
33.8
|
%
|
|
36.2
|
%
|
|
37.0
|
%
|
Annual dividend yield
|
2.5
|
%
|
|
2.1% - 2.2%
|
|
|
2.0
|
%
|
Buildings and improvements
|
|
10 - 30 years
|
Operating equipment
|
|
5 - 10 years
|
Office furniture and equipment
|
|
5 - 10 years
|
Leasehold improvements
|
|
Lesser of 10 - 30 years or lease term
|
Automotive equipment
|
|
3 - 5 years
|
Property and equipment under finance leases
|
|
Lease term
|
|
2019
|
|
2018
|
||||
Land and improvements
|
$
|
75
|
|
|
$
|
77
|
|
Real estate held for development and sale
|
26
|
|
|
35
|
|
||
Buildings and improvements
|
293
|
|
|
279
|
|
||
Operating equipment
|
781
|
|
|
744
|
|
||
Office furniture and equipment
|
114
|
|
|
107
|
|
||
Leasehold improvements
|
36
|
|
|
24
|
|
||
Automotive equipment
|
64
|
|
|
63
|
|
||
Finance lease assets
|
53
|
|
|
53
|
|
||
Construction in progress
|
116
|
|
|
71
|
|
||
|
1,558
|
|
|
1,453
|
|
||
Less: accumulated depreciation
|
(793
|
)
|
|
(770
|
)
|
||
|
$
|
765
|
|
|
$
|
683
|
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Consolidated
|
||||||||
Balance at December 31, 2017
|
$
|
2,053
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
2,124
|
|
Measurement period adjustments related to prior year acquisitions
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Balance at December 31, 2018 (a)
|
$
|
2,055
|
|
|
—
|
|
|
$
|
69
|
|
|
$
|
2,124
|
|
|
Acquisition (b)
|
—
|
|
|
2,615
|
|
|
6
|
|
|
2,621
|
|
||||
Assets held for sale
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
||||
Balance at December 31, 2019 (a)
|
$
|
2,026
|
|
|
$
|
2,615
|
|
|
$
|
75
|
|
|
$
|
4,716
|
|
|
(a)
|
Approximately $1 million of goodwill relates to consolidated VIEs as of December 31, 2019 and 2018.
|
(b)
|
See Note 2. Acquisitions and Dispositions of Assets for discussion of acquisitions made during 2019.
|
|
Local News and Marketing Services
|
|
Other
|
|
Consolidated
|
||||||
Balance at December 31, 2017 (b)
|
$
|
132
|
|
|
$
|
27
|
|
|
$
|
159
|
|
Disposition of assets (a)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance at December 31, 2018 (b) (c)
|
$
|
131
|
|
|
$
|
27
|
|
|
$
|
158
|
|
Balance at December 31, 2019 (b) (c)
|
$
|
131
|
|
|
$
|
27
|
|
|
$
|
158
|
|
|
(a)
|
See Note 2. Acquisitions and Dispositions of Assets for discussion of divestitures made during 2018.
|
(b)
|
Approximately $14 million of indefinite-lived intangible assets relate to consolidated VIEs as of December 31, 2019 and 2018.
|
(c)
|
Our indefinite-lived intangible assets in our local news and marketing services segment relate to broadcast licenses and our indefinite-lived intangible assets in our other segment relate to trade names.
|
|
As of December 31, 2019
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Customer relationships (a)
|
$
|
6,548
|
|
|
$
|
(569
|
)
|
|
$
|
5,979
|
|
|
|
|
|
|
|
||||||
Network affiliation (a)
|
1,441
|
|
|
(689
|
)
|
|
752
|
|
|||
Favorable sports contracts (a)
|
1,271
|
|
|
(43
|
)
|
|
1,228
|
|
|||
Other (a)
|
46
|
|
|
(28
|
)
|
|
18
|
|
|||
Total other definite-lived intangible assets, net (b)
|
$
|
2,758
|
|
|
$
|
(760
|
)
|
|
$
|
1,998
|
|
|
As of December 31, 2018
|
||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
1,113
|
|
|
$
|
(341
|
)
|
|
$
|
772
|
|
|
|
|
|
|
|
||||||
Network affiliation
|
1,452
|
|
|
(604
|
)
|
|
848
|
|
|||
Other
|
33
|
|
|
(26
|
)
|
|
7
|
|
|||
Total other definite-lived intangible assets, net (b)
|
$
|
1,485
|
|
|
$
|
(630
|
)
|
|
$
|
855
|
|
|
(a)
|
As a result of our 2019 acquisitions, we acquired $6.7 billion of definite-lived assets as discussed in Note 2. Acquisitions and Dispositions of Assets.
|
(b)
|
Approximately $93 million and $68 million of definite-lived intangible assets relate to consolidated VIEs as of December 31, 2019 and 2018.
|
2020
|
$
|
742
|
|
2021
|
707
|
|
|
2022
|
690
|
|
|
2023
|
670
|
|
|
2024
|
656
|
|
|
2025 and thereafter
|
4,512
|
|
|
|
$
|
7,977
|
|
|
2019
|
|
2018
|
||||
Equity method investments
|
$
|
459
|
|
|
$
|
72
|
|
Other equity investments
|
52
|
|
|
45
|
|
||
Post-retirement plan assets
|
38
|
|
|
28
|
|
||
Other
|
64
|
|
|
40
|
|
||
Total other assets
|
$
|
613
|
|
|
$
|
185
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues, net
|
$
|
386
|
|
|
$
|
145
|
|
|
$
|
115
|
|
Operating income (loss)
|
$
|
47
|
|
|
$
|
(58
|
)
|
|
$
|
(17
|
)
|
Net income (loss)
|
$
|
13
|
|
|
$
|
(82
|
)
|
|
$
|
(42
|
)
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Current assets
|
$
|
369
|
|
|
$
|
28
|
|
Noncurrent assets
|
$
|
4,056
|
|
|
$
|
711
|
|
Current liabilities
|
$
|
118
|
|
|
$
|
53
|
|
Noncurrent liabilities
|
$
|
2,313
|
|
|
$
|
544
|
|
|
2019
|
|
2018
|
||||
STG Bank Credit Agreement:
|
|
|
|
||||
Term Loan A, due July 31, 2021 (a)
|
$
|
—
|
|
|
$
|
96
|
|
Term Loan B, due January 3, 2024
|
1,329
|
|
|
1,343
|
|
||
Term Loan B-2, due September 30, 2026 (b)
|
1,297
|
|
|
—
|
|
||
DSG Bank Credit Agreement:
|
|
|
|
||||
Term Loan, due August 24, 2026 (b)
|
3,291
|
|
|
—
|
|
||
STG Senior Unsecured Notes:
|
|
|
|
||||
5.375% Notes, due April 1, 2021 (c)
|
—
|
|
|
600
|
|
||
6.125% Notes, due October 1, 2022 (c)
|
—
|
|
|
500
|
|
||
5.625% Notes, due August 1, 2024
|
550
|
|
|
550
|
|
||
5.875% Notes, due March 15, 2026
|
350
|
|
|
350
|
|
||
5.125% Notes, due February 15, 2027
|
400
|
|
|
400
|
|
||
5.500% Notes due March 1, 2030 (b)
|
500
|
|
|
—
|
|
||
DSG Senior Notes:
|
|
|
|
||||
5.375% Secured Notes, due August 15, 2026 (b)
|
3,050
|
|
|
—
|
|
||
6.625% Unsecured Notes, due August 15, 2027 (b)
|
1,825
|
|
|
—
|
|
||
Debt of variable interest entities
|
21
|
|
|
25
|
|
||
Debt of non-media subsidiaries
|
18
|
|
|
20
|
|
||
Finance leases
|
27
|
|
|
29
|
|
||
Finance leases - affiliate
|
11
|
|
|
13
|
|
||
Total outstanding principal
|
12,669
|
|
|
3,926
|
|
||
Less: Deferred financing costs and discounts
|
(231
|
)
|
|
(33
|
)
|
||
Less: Current portion
|
(69
|
)
|
|
(41
|
)
|
||
Less: Finance leases - affiliate, current portion
|
(2
|
)
|
|
(2
|
)
|
||
Net carrying value of long-term debt
|
$
|
12,367
|
|
|
$
|
3,850
|
|
|
(a)
|
On April 30, 2019, we paid in full the remaining principal balance of $92 million of Term Loan A debt under the STG Bank Credit Agreement, due July 31, 2021.
|
(b)
|
The STG Term Loan B-2, DSG Term Loan, and DSG Senior Notes were issued in August 2019 and the STG 5.500% Notes were issued in November 2019, as more fully described below.
|
(c)
|
The STG 5.375% Notes and STG 6.125% Notes were redeemed, in full, in August 2019 and November 2019, respectively, as more fully described below.
|
|
Notes and
Bank Credit Agreements |
|
Finance Leases
|
|
Total
|
||||||
2020
|
$
|
66
|
|
|
$
|
8
|
|
|
$
|
74
|
|
2021
|
67
|
|
|
8
|
|
|
75
|
|
|||
2022
|
68
|
|
|
7
|
|
|
75
|
|
|||
2023
|
61
|
|
|
7
|
|
|
68
|
|
|||
2024
|
1,871
|
|
|
6
|
|
|
1,877
|
|
|||
2025 and thereafter
|
10,498
|
|
|
16
|
|
|
10,514
|
|
|||
Total minimum payments
|
12,631
|
|
|
52
|
|
|
12,683
|
|
|||
Less: Deferred financing costs and discounts
|
(231
|
)
|
|
—
|
|
|
(231
|
)
|
|||
Less: Amount representing future interest
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Net carrying value of debt
|
$
|
12,400
|
|
|
$
|
38
|
|
|
$
|
12,438
|
|
|
|
|
|
Weighted Average Effective Rate
|
||
|
|
Stated Rate
|
|
2019
|
|
2018
|
STG Bank Credit Agreement:
|
|
|
|
|
|
|
Term Loan B
|
|
LIBOR plus 2.25%
|
|
4.62%
|
|
4.34%
|
Term Loan B-2
|
|
LIBOR plus 2.50%
|
|
4.36%
|
|
—%
|
Revolving Credit Facility (a)
|
|
LIBOR plus 2.00%
|
|
—%
|
|
—%
|
DSG Bank Credit Agreement:
|
|
|
|
|
|
|
Term Loan
|
|
LIBOR plus 3.25%
|
|
5.31%
|
|
—%
|
Revolving Credit Facility (b)
|
|
LIBOR plus 3.00%
|
|
—%
|
|
—%
|
STG Senior Unsecured Notes:
|
|
|
|
|
|
|
5.625% Notes
|
|
5.63%
|
|
5.83%
|
|
5.83%
|
5.875% Notes
|
|
5.88%
|
|
6.09%
|
|
6.09%
|
5.125% Notes
|
|
5.13%
|
|
5.33%
|
|
5.33%
|
5.500% Notes
|
|
5.50%
|
|
5.66%
|
|
—%
|
DSG Senior Notes:
|
|
|
|
|
|
|
5.375% Secured Notes
|
|
5.38%
|
|
5.73%
|
|
—%
|
6.625% Unsecured Notes
|
|
6.63%
|
|
7.00%
|
|
—%
|
|
(a)
|
We incur a commitment fee on undrawn capacity of 0.25%, 0.375%, or 0.50% if our first lien indebtedness ratio is less than or equal to 2.75x, less than or equal to 3.0x but greater than 2.75x, or greater than 3.0x, respectively. As of December 31, 2019, there were no outstanding borrowings, $1 million in letters of credit outstanding, and $649 million available under the STG Revolving Credit Facility. As of December 31, 2018, there were no outstanding borrowings, $1 million in letters of credit outstanding, and $485 million available under the STG Revolving Credit Facility.
|
(b)
|
We incur a commitment fee on undrawn capacity of 0.25%, 0.375%, or 0.50% if our first lien indebtedness ratio is less than or equal to 3.25x, less than or equal to 3.75x but greater than 3.25x, or greater than 3.75x, respectively. As of December 31, 2019, there were no outstanding borrowings, no letters of credit outstanding, and $650 million available under the DSG Revolving Credit Facility.
|
|
2019
|
||
Finance lease expense:
|
|
||
Amortization of finance lease asset
|
$
|
3
|
|
Interest on lease liabilities
|
4
|
|
|
Total finance lease expense
|
7
|
|
|
Operating lease expense (a)
|
47
|
|
|
Total lease expense
|
$
|
54
|
|
|
(a)
|
Includes variable and short-term lease expense of $5 million and $1 million, respectively, for the year ended December 31, 2019.
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
$
|
51
|
|
|
$
|
8
|
|
|
$
|
59
|
|
2021
|
43
|
|
|
8
|
|
|
51
|
|
|||
2022
|
33
|
|
|
7
|
|
|
40
|
|
|||
2023
|
30
|
|
|
7
|
|
|
37
|
|
|||
2024
|
24
|
|
|
6
|
|
|
30
|
|
|||
2025 and thereafter
|
158
|
|
|
16
|
|
|
174
|
|
|||
Total undiscounted obligations
|
339
|
|
|
52
|
|
|
391
|
|
|||
Less imputed interest
|
(84
|
)
|
|
(14
|
)
|
|
(98
|
)
|
|||
Present value of lease obligations
|
$
|
255
|
|
|
$
|
38
|
|
|
$
|
293
|
|
2019
|
$
|
32
|
|
2020
|
31
|
|
|
2021
|
30
|
|
|
2022
|
27
|
|
|
2023
|
24
|
|
|
2024 and thereafter
|
158
|
|
|
Total
|
$
|
302
|
|
|
Operating Leases
|
|
Finance Leases
|
|
||||
Lease assets, non-current
|
$
|
223
|
|
|
$
|
14
|
|
(a)
|
|
|
|
|
|
||||
Lease liabilities, current
|
$
|
38
|
|
|
$
|
5
|
|
|
Lease liabilities, non-current
|
217
|
|
|
33
|
|
|
||
Total lease liabilities
|
$
|
255
|
|
|
$
|
38
|
|
|
|
|
|
|
|
||||
Weighted average remaining lease term (in years)
|
9.55
|
|
|
7.18
|
|
|
||
Weighted average discount rate
|
5.7
|
%
|
|
8.8
|
%
|
|
|
(a)
|
Finance lease assets are reflected in property and equipment, net on our consolidated balance sheets.
|
2020
|
$
|
88
|
|
2021
|
14
|
|
|
2022
|
12
|
|
|
2023
|
9
|
|
|
2024
|
4
|
|
|
Total
|
127
|
|
|
Less: Current portion
|
88
|
|
|
Long-term portion of program contracts payable
|
$
|
39
|
|
•
|
no event of default then exists under each indenture or certain other specified agreements relating to our indebtedness; and
|
•
|
after taking into account the dividends payment, we are within certain restricted payment requirements contained in each indenture.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current (benefits) provision for income taxes:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(89
|
)
|
|
$
|
59
|
|
|
$
|
77
|
|
State
|
(2
|
)
|
|
8
|
|
|
7
|
|
|||
|
(91
|
)
|
|
67
|
|
|
84
|
|
|||
Deferred (benefit) provision for income taxes:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(4
|
)
|
|
(69
|
)
|
|
(196
|
)
|
|||
State
|
(1
|
)
|
|
(34
|
)
|
|
37
|
|
|||
|
(5
|
)
|
|
(103
|
)
|
|
(159
|
)
|
|||
(Benefit) provision for income taxes
|
$
|
(96
|
)
|
|
$
|
(36
|
)
|
|
$
|
(75
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||
Federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Adjustments:
|
|
|
|
|
|
|
|
|
Federal tax credits (a)
|
(684.6
|
)%
|
|
(19.9
|
)%
|
|
(2.2
|
)%
|
Spectrum sales (b)
|
(386.7
|
)%
|
|
(5.8
|
)%
|
|
—
|
%
|
Valuation allowance (c)
|
(237.1
|
)%
|
|
0.7
|
%
|
|
—
|
%
|
Nondeductible items (d)
|
192.7
|
%
|
|
0.4
|
%
|
|
1.7
|
%
|
Noncontrolling interest (e)
|
(138.9
|
)%
|
|
(0.3
|
)%
|
|
(0.8
|
)%
|
Change in unrecognized tax benefits (f)
|
72.2
|
%
|
|
—
|
%
|
|
0.5
|
%
|
State income taxes, net of federal tax benefit (g)
|
56.6
|
%
|
|
(8.8
|
)%
|
|
5.2
|
%
|
Effect of consolidated VIEs (h)
|
46.3
|
%
|
|
1.6
|
%
|
|
1.0
|
%
|
Capital loss carryback (i)
|
(26.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Stock-based compensation
|
(15.9
|
)%
|
|
0.5
|
%
|
|
(0.2
|
)%
|
Federal tax reform (j)
|
—
|
%
|
|
(1.4
|
)%
|
|
(54.3
|
)%
|
Other
|
(3.0
|
)%
|
|
0.3
|
%
|
|
(1.0
|
)%
|
Effective income tax rate
|
(1,103.4
|
)%
|
|
(11.7
|
)%
|
|
(15.1
|
)%
|
|
(a)
|
Our 2019, 2018, and 2017 income tax provisions include a benefit of $57 million, $58 million, and $8 million, respectively, related to investments in sustainability initiatives whose activities qualify for federal income tax credits through 2021.
|
(b)
|
Our 2019 and 2018 income tax provisions include a benefit of $34 million and $18 million, respectively, related to the treatment of the gain from the sale of certain broadcast spectrum in connection with the Broadcast Incentive Auction.
|
(c)
|
Our 2019 income tax provision includes a $16 million benefit related to a release of valuation allowance on certain state net operating losses where utilization is now expected as a result of the RSN Acquisition.
|
(d)
|
Our 2019 income tax provision includes a $19 million addition primarily related to regulatory costs, executive compensation and other nondeductible expenses.
|
(e)
|
Our 2019 income tax provision includes a $12 million benefit related to noncontrolling interest of various partnerships.
|
(f)
|
Our 2019 income tax provision includes a $4 million addition related to tax positions of prior tax years.
|
(g)
|
Included in state income taxes are deferred income tax effects related to certain acquisitions, intercompany mergers and/or impact of changes in apportionment.
|
(h)
|
Certain of our consolidated VIEs incur expenses that are not attributable to non-controlling interests because we absorb certain related losses of the VIEs. These expenses are nondeductible by us, and since these VIEs are treated as pass-through entities for income tax purposes, deferred income tax benefits are not recognized.
|
(i)
|
Our 2019 income tax provision includes a $2 million benefit related to capital losses that will be carried back to tax years with 35% federal income tax rate.
|
(j)
|
Our 2018 and 2017 income tax provisions include a non-recurring benefit of $4 million and $272 million, respectively, to reflect the effect of the Tax Reform enacted on December 22, 2017.
|
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Net operating losses:
|
|
|
|
|
|
||
Federal
|
$
|
22
|
|
|
$
|
29
|
|
State
|
92
|
|
|
74
|
|
||
Goodwill and intangible assets
|
10
|
|
|
13
|
|
||
Accruals
|
39
|
|
|
6
|
|
||
Other
|
28
|
|
|
41
|
|
||
|
191
|
|
|
163
|
|
||
Valuation allowance for deferred tax assets
|
(65
|
)
|
|
(66
|
)
|
||
Total deferred tax assets
|
$
|
126
|
|
|
$
|
97
|
|
|
|
|
|
||||
Deferred Tax Liabilities:
|
|
|
|
|
|
||
Goodwill and intangible assets
|
$
|
(415
|
)
|
|
$
|
(427
|
)
|
Property & equipment, net
|
(90
|
)
|
|
(80
|
)
|
||
Other
|
(28
|
)
|
|
(3
|
)
|
||
Total deferred tax liabilities
|
(533
|
)
|
|
(510
|
)
|
||
Net deferred tax liabilities
|
$
|
(407
|
)
|
|
$
|
(413
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1,
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
5
|
|
Additions related to prior year tax positions
|
4
|
|
|
—
|
|
|
2
|
|
|||
Additions related to current year tax positions
|
—
|
|
|
2
|
|
|
1
|
|
|||
Reductions related to prior year tax positions
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Reductions related to settlements with taxing authorities
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reductions related to expiration of the applicable statute of limitations
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at December 31,
|
$
|
11
|
|
|
$
|
7
|
|
|
$
|
7
|
|
2020
|
$
|
1,828
|
|
2021
|
1,783
|
|
|
2022
|
1,529
|
|
|
2023
|
1,478
|
|
|
2024
|
1,409
|
|
|
2025 and thereafter
|
8,215
|
|
|
Total
|
$
|
16,242
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income (Numerator)
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
105
|
|
|
$
|
346
|
|
|
$
|
594
|
|
Net income attributable to the redeemable noncontrolling interests
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to the noncontrolling interests
|
(10
|
)
|
|
(5
|
)
|
|
(18
|
)
|
|||
Numerator for diluted earnings available to common shareholders
|
$
|
47
|
|
|
$
|
341
|
|
|
$
|
576
|
|
|
|
|
|
|
|
||||||
Shares (Denominator)
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
92,015
|
|
|
100,913
|
|
|
99,844
|
|
|||
Dilutive effect of outstanding stock settled appreciation rights and stock options
|
1,170
|
|
|
805
|
|
|
945
|
|
|||
Weighted-average common and common equivalent shares outstanding
|
93,185
|
|
|
101,718
|
|
|
100,789
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average stock-settled appreciation rights and outstanding stock options excluded
|
238
|
|
|
1,325
|
|
|
450
|
|
As of December 31, 2019
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||
Goodwill
|
|
$
|
2,026
|
|
|
$
|
2,615
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
4,716
|
|
Assets
|
|
4,866
|
|
|
11,237
|
|
|
693
|
|
|
574
|
|
|
17,370
|
|
|||||
Capital expenditures
|
|
139
|
|
|
9
|
|
|
4
|
|
|
4
|
|
|
156
|
|
As of December 31, 2018
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||
Goodwill
|
|
$
|
2,055
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
2,124
|
|
Assets
|
|
4,797
|
|
|
—
|
|
|
721
|
|
|
1,054
|
|
|
6,572
|
|
|||||
Capital expenditures
|
|
95
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
105
|
|
For the year ended December 31, 2019
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
2,655
|
|
|
$
|
1,139
|
|
|
$
|
446
|
|
|
$
|
—
|
|
|
$
|
4,240
|
|
Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets
|
|
245
|
|
|
157
|
|
|
22
|
|
|
—
|
|
|
424
|
|
|||||
Amortization of sports programming rights (a)
|
|
—
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
637
|
|
|||||
Amortization of program contract costs and net realizable value adjustments
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Corporate general and administrative overhead expenses
|
|
144
|
|
|
93
|
|
|
1
|
|
|
149
|
|
|
387
|
|
|||||
Gain on asset dispositions and other, net of impairment
|
|
(62
|
)
|
(b)
|
—
|
|
|
(4
|
)
|
|
(26
|
)
|
|
(92
|
)
|
|||||
Operating income (loss)
|
|
513
|
|
(b)
|
65
|
|
|
15
|
|
|
(123
|
)
|
|
470
|
|
|||||
Interest expense and amortization of debt discount and deferred financing costs
|
|
5
|
|
|
200
|
|
|
1
|
|
|
216
|
|
|
422
|
|
|||||
Income (loss) from equity method investments
|
|
—
|
|
|
18
|
|
|
(53
|
)
|
|
—
|
|
|
(35
|
)
|
For the year ended December 31, 2018
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
2,715
|
|
|
$
|
—
|
|
|
$
|
340
|
|
|
$
|
—
|
|
|
$
|
3,055
|
|
Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets
|
|
251
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
280
|
|
|||||
Amortization of program contract costs and net realizable value adjustments
|
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||
Corporate general and administrative overhead expenses
|
|
100
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
111
|
|
|||||
(Gain) loss on asset dispositions and other, net of impairment
|
|
(100
|
)
|
(c)
|
—
|
|
|
60
|
|
(d)
|
—
|
|
|
(40
|
)
|
|||||
Operating income (loss)
|
|
752
|
|
(c)
|
—
|
|
|
(82
|
)
|
(d)
|
(10
|
)
|
|
660
|
|
|||||
Interest expense and amortization of debt discount and deferred financing costs
|
|
6
|
|
|
—
|
|
|
1
|
|
|
285
|
|
|
292
|
|
|||||
Loss from equity method investments
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
For the year ended December 31, 2017
|
|
Local News and Marketing Services
|
|
Sports
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
2,394
|
|
|
$
|
—
|
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
2,636
|
|
Depreciation of property and equipment and amortization of definite-lived intangible assets and other assets
|
|
244
|
|
|
—
|
|
|
31
|
|
|
1
|
|
|
276
|
|
|||||
Amortization of program contract costs and net realizable value adjustments
|
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||
Corporate general and administrative overhead expenses
|
|
101
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|
113
|
|
|||||
Gain on asset dispositions and other, net of impairment
|
|
(226
|
)
|
|
—
|
|
|
(53
|
)
|
(e)
|
—
|
|
|
(279
|
)
|
|||||
Operating income (loss)
|
|
724
|
|
|
—
|
|
|
25
|
|
(e)
|
(12
|
)
|
|
737
|
|
|||||
Interest expense and amortization of debt discount and deferred financing costs
|
|
5
|
|
|
—
|
|
|
2
|
|
|
205
|
|
|
212
|
|
|||||
Loss from equity method investments
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
(a)
|
The amortization of sports programming rights is included within media programming and production expenses on our consolidated statements of operations.
|
(b)
|
Includes a gain of $62 million related to reimbursements for the spectrum repack costs. See Note 2. Acquisitions and Dispositions of Assets.
|
(c)
|
Includes a gain of $83 million related to the auction proceeds. See Note 2. Acquisitions and Dispositions of Assets.
|
(d)
|
Includes a $60 million impairment to the carrying value of a consolidated real estate venture. See Note 1. Nature of Operations and Summary of Significant Accounting Policies.
|
(e)
|
Includes a gain on the sale of Alarm of $53 million, of which $12 million was attributable to noncontrolling interests. See Note 2. Acquisitions and Dispositions of Assets.
|
•
|
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.
|
|
2019
|
|
2018
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Level 1:
|
|
|
|
|
|
|
|
||||||||
STG:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
913
|
|
|
$
|
913
|
|
|
$
|
961
|
|
|
$
|
961
|
|
Deferred compensation assets
|
36
|
|
|
36
|
|
|
26
|
|
|
26
|
|
||||
Deferred compensation liabilities
|
33
|
|
|
33
|
|
|
24
|
|
|
24
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Level 2 (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||
STG:
|
|
|
|
|
|
|
|
||||||||
6.125% Senior Unsecured Notes due 2022 (b)
|
—
|
|
|
—
|
|
|
500
|
|
|
504
|
|
||||
5.875% Senior Unsecured Notes due 2026
|
350
|
|
|
368
|
|
|
350
|
|
|
326
|
|
||||
5.625% Senior Unsecured Notes due 2024
|
550
|
|
|
566
|
|
|
550
|
|
|
516
|
|
||||
5.500% Senior Unsecured Notes due 2030 (c)
|
500
|
|
|
511
|
|
|
—
|
|
|
—
|
|
||||
5.375% Senior Unsecured Notes due 2021 (b)
|
—
|
|
|
—
|
|
|
600
|
|
|
599
|
|
||||
5.125% Senior Unsecured Notes due 2027
|
400
|
|
|
411
|
|
|
400
|
|
|
353
|
|
||||
Term Loan A (d)
|
—
|
|
|
—
|
|
|
96
|
|
|
92
|
|
||||
Term Loan B
|
1,329
|
|
|
1,326
|
|
|
1,343
|
|
|
1,275
|
|
||||
Term Loan B-2 (c)
|
1,297
|
|
|
1,300
|
|
|
—
|
|
|
—
|
|
||||
DSG:
|
|
|
|
|
|
|
|
||||||||
6.625% Senior Unsecured Notes due 2027 (c)
|
1,825
|
|
|
1,775
|
|
|
—
|
|
|
—
|
|
||||
5.375% Senior Secured Notes due 2026 (c)
|
3,050
|
|
|
3,085
|
|
|
—
|
|
|
—
|
|
||||
Term Loan (c)
|
3,292
|
|
|
3,284
|
|
|
—
|
|
|
—
|
|
||||
Debt of variable interest entities
|
21
|
|
|
21
|
|
|
25
|
|
|
25
|
|
||||
Debt of non-media subsidiaries
|
18
|
|
|
18
|
|
|
20
|
|
|
20
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Level 3:
|
|
|
|
|
|
|
|
||||||||
DSG:
|
|
|
|
|
|
|
|
||||||||
Variable payment obligations (e)
|
239
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
(a)
|
Amounts are carried on our consolidated balance sheets net of debt discount and deferred financing costs, which are excluded in the above table, of $231 million and $33 million as of December 31, 2019 and 2018, respectively.
|
(b)
|
The STG 6.125% Notes and STG 5.375% Notes were redeemed, in full, in November 2019 and August 2019, respectively. See Note 7. Notes Payable and Commercial Bank Financing for additional information.
|
(c)
|
The STG Term Loan B-2, DSG Term Loan, and DSG Senior Notes were issued in August 2019 and the STG 5.500% Notes were issued in November 2019. See Note 7. Notes Payable and Commercial Bank Financing for additional information.
|
(d)
|
On April 30, 2019, we paid in full the remaining principal balance of $92 million of Term Loan A debt under the STG Bank Credit Agreement, due July 31, 2021.
|
(e)
|
The Company records its variable payment obligations at fair value on a recurring basis. These liabilities are further described in Other Liabilities within Note 13. Commitments and Contingencies. Significant unobservable inputs used in the fair value measurement are projected future operating income before depreciation and amortization; and weighted average discount rate of 9%. Significant increases (decreases) in projected future operating income would generally result in a significantly higher (lower) fair value measurement. Significant increases (decreases) in discount rates, would result in a significantly (lower) higher fair value measurement.
|
|
Variable Payment Obligations
|
||
Fair value at December 31, 2018
|
$
|
—
|
|
Liabilities acquired in the acquisition of the RSNs
|
264
|
|
|
Payments
|
(33
|
)
|
|
Measurement adjustments
|
8
|
|
|
Fair value at December 31, 2019
|
$
|
239
|
|
|
Sinclair
Broadcast Group, Inc. |
|
Sinclair
Television Group, Inc. |
|
Guarantor
Subsidiaries and KDSM, LLC |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Sinclair
Consolidated |
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
357
|
|
|
$
|
3
|
|
|
$
|
973
|
|
|
$
|
—
|
|
|
1,333
|
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
561
|
|
|
571
|
|
|
—
|
|
|
1,132
|
|
||||||
Other current assets
|
5
|
|
|
41
|
|
|
264
|
|
|
188
|
|
|
(50
|
)
|
|
448
|
|
||||||
Total current assets
|
5
|
|
|
398
|
|
|
828
|
|
|
1,732
|
|
|
(50
|
)
|
|
2,913
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
1
|
|
|
31
|
|
|
659
|
|
|
96
|
|
|
(22
|
)
|
|
765
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
2,270
|
|
|
3,558
|
|
|
—
|
|
|
—
|
|
|
(5,828
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,091
|
|
|
2,625
|
|
|
—
|
|
|
4,716
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
144
|
|
|
14
|
|
|
—
|
|
|
158
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,426
|
|
|
6,598
|
|
|
(47
|
)
|
|
7,977
|
|
||||||
Other long-term assets
|
82
|
|
|
1,611
|
|
|
279
|
|
|
618
|
|
|
(1,749
|
)
|
|
841
|
|
||||||
Total assets
|
$
|
2,358
|
|
|
$
|
5,598
|
|
|
$
|
5,427
|
|
|
$
|
11,683
|
|
|
$
|
(7,696
|
)
|
|
$
|
17,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
142
|
|
|
$
|
109
|
|
|
$
|
286
|
|
|
$
|
296
|
|
|
$
|
(51
|
)
|
|
$
|
782
|
|
Current portion of long-term debt
|
—
|
|
|
27
|
|
|
4
|
|
|
41
|
|
|
(1
|
)
|
|
71
|
|
||||||
Other current liabilities
|
—
|
|
|
1
|
|
|
133
|
|
|
147
|
|
|
—
|
|
|
281
|
|
||||||
Total current liabilities
|
142
|
|
|
137
|
|
|
423
|
|
|
484
|
|
|
(52
|
)
|
|
1,134
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
700
|
|
|
4,348
|
|
|
32
|
|
|
8,317
|
|
|
(1,030
|
)
|
|
12,367
|
|
||||||
Other liabilities
|
13
|
|
|
53
|
|
|
1,418
|
|
|
547
|
|
|
(934
|
)
|
|
1,097
|
|
||||||
Total liabilities
|
855
|
|
|
4,538
|
|
|
1,873
|
|
|
9,348
|
|
|
(2,016
|
)
|
|
14,598
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
||||||
Total Sinclair Broadcast Group equity
|
1,503
|
|
|
1,060
|
|
|
3,554
|
|
|
1,069
|
|
|
(5,684
|
)
|
|
1,502
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|
4
|
|
|
192
|
|
||||||
Total liabilities, redeemable noncontrolling interests, and equity
|
$
|
2,358
|
|
|
$
|
5,598
|
|
|
$
|
5,427
|
|
|
$
|
11,683
|
|
|
$
|
(7,696
|
)
|
|
$
|
17,370
|
|
|
Sinclair
Broadcast
Group,
Inc.
|
|
Sinclair
Television
Group, Inc.
|
|
Guarantor
Subsidiaries
and KDSM,
LLC
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Sinclair
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
962
|
|
|
$
|
19
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
1,060
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
531
|
|
|
68
|
|
|
—
|
|
|
599
|
|
||||||
Other current assets
|
3
|
|
|
6
|
|
|
103
|
|
|
37
|
|
|
(24
|
)
|
|
125
|
|
||||||
Total current assets
|
3
|
|
|
968
|
|
|
653
|
|
|
184
|
|
|
(24
|
)
|
|
1,784
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment, net
|
1
|
|
|
32
|
|
|
594
|
|
|
70
|
|
|
(14
|
)
|
|
683
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in consolidated subsidiaries
|
1,604
|
|
|
3,654
|
|
|
4
|
|
|
—
|
|
|
(5,262
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,120
|
|
|
4
|
|
|
—
|
|
|
2,124
|
|
||||||
Indefinite-lived intangible assets
|
—
|
|
|
—
|
|
|
144
|
|
|
14
|
|
|
—
|
|
|
158
|
|
||||||
Definite-lived intangible assets
|
—
|
|
|
—
|
|
|
1,609
|
|
|
70
|
|
|
(52
|
)
|
|
1,627
|
|
||||||
Other long-term assets
|
31
|
|
|
851
|
|
|
119
|
|
|
166
|
|
|
(971
|
)
|
|
196
|
|
||||||
Total assets
|
$
|
1,639
|
|
|
$
|
5,505
|
|
|
$
|
5,243
|
|
|
$
|
508
|
|
|
$
|
(6,323
|
)
|
|
$
|
6,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
237
|
|
|
$
|
40
|
|
|
$
|
(25
|
)
|
|
$
|
330
|
|
Current portion of long-term debt
|
—
|
|
|
31
|
|
|
4
|
|
|
8
|
|
|
—
|
|
|
43
|
|
||||||
Other current liabilities
|
—
|
|
|
1
|
|
|
144
|
|
|
55
|
|
|
—
|
|
|
200
|
|
||||||
Total current liabilities
|
—
|
|
|
110
|
|
|
385
|
|
|
103
|
|
|
(25
|
)
|
|
573
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
3,776
|
|
|
36
|
|
|
383
|
|
|
(345
|
)
|
|
3,850
|
|
||||||
Other liabilities
|
—
|
|
|
40
|
|
|
1,169
|
|
|
173
|
|
|
(833
|
)
|
|
549
|
|
||||||
Total liabilities
|
—
|
|
|
3,926
|
|
|
1,590
|
|
|
659
|
|
|
(1,203
|
)
|
|
4,972
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Sinclair Broadcast Group equity
|
1,639
|
|
|
1,579
|
|
|
3,653
|
|
|
(108
|
)
|
|
(5,124
|
)
|
|
1,639
|
|
||||||
Noncontrolling interests in consolidated subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
4
|
|
|
(39
|
)
|
||||||
Total liabilities and equity
|
$
|
1,639
|
|
|
$
|
5,505
|
|
|
$
|
5,243
|
|
|
$
|
508
|
|
|
$
|
(6,323
|
)
|
|
$
|
6,572
|
|
|
Sinclair
Broadcast
Group, Inc.
|
|
Sinclair
Television
Group, Inc.
|
|
Guarantor
Subsidiaries
and KDSM,
LLC
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Sinclair
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
2,841
|
|
|
$
|
1,487
|
|
|
$
|
(123
|
)
|
|
$
|
4,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media programming and production expenses
|
—
|
|
|
—
|
|
|
1,238
|
|
|
894
|
|
|
(59
|
)
|
|
2,073
|
|
||||||
Selling, general and administrative
|
147
|
|
|
147
|
|
|
663
|
|
|
202
|
|
|
(40
|
)
|
|
1,119
|
|
||||||
Depreciation, amortization and other operating expenses
|
—
|
|
|
(20
|
)
|
|
278
|
|
|
334
|
|
|
(14
|
)
|
|
578
|
|
||||||
Total operating expenses
|
147
|
|
|
127
|
|
|
2,179
|
|
|
1,430
|
|
|
(113
|
)
|
|
3,770
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(147
|
)
|
|
(92
|
)
|
|
662
|
|
|
57
|
|
|
(10
|
)
|
|
470
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
165
|
|
|
577
|
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
||||||
Interest expense
|
(5
|
)
|
|
(216
|
)
|
|
(4
|
)
|
|
(216
|
)
|
|
19
|
|
|
(422
|
)
|
||||||
Other income (expense)
|
2
|
|
|
(7
|
)
|
|
(53
|
)
|
|
24
|
|
|
(5
|
)
|
|
(39
|
)
|
||||||
Total other income (expense)
|
162
|
|
|
354
|
|
|
(57
|
)
|
|
(192
|
)
|
|
(728
|
)
|
|
(461
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
32
|
|
|
66
|
|
|
(21
|
)
|
|
19
|
|
|
—
|
|
|
96
|
|
||||||
Net income (loss)
|
47
|
|
|
328
|
|
|
584
|
|
|
(116
|
)
|
|
(738
|
)
|
|
105
|
|
||||||
Net income attributable to the redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
47
|
|
|
$
|
328
|
|
|
$
|
584
|
|
|
$
|
(174
|
)
|
|
$
|
(738
|
)
|
|
$
|
47
|
|
Comprehensive income (loss)
|
$
|
47
|
|
|
$
|
327
|
|
|
$
|
584
|
|
|
$
|
(116
|
)
|
|
$
|
(738
|
)
|
|
$
|
104
|
|
|
Sinclair
Broadcast
Group, Inc.
|
|
Sinclair
Television
Group, Inc.
|
|
Guarantor
Subsidiaries
and KDSM,
LLC
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Sinclair
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,856
|
|
|
$
|
293
|
|
|
$
|
(94
|
)
|
|
$
|
3,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media programming and production expenses
|
—
|
|
|
—
|
|
|
1,131
|
|
|
141
|
|
|
(81
|
)
|
|
1,191
|
|
||||||
Selling, general and administrative
|
10
|
|
|
100
|
|
|
613
|
|
|
20
|
|
|
(2
|
)
|
|
741
|
|
||||||
Depreciation, amortization and other operating expenses
|
—
|
|
|
5
|
|
|
258
|
|
|
207
|
|
|
(7
|
)
|
|
463
|
|
||||||
Total operating expenses
|
10
|
|
|
105
|
|
|
2,002
|
|
|
368
|
|
|
(90
|
)
|
|
2,395
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(10
|
)
|
|
(105
|
)
|
|
854
|
|
|
(75
|
)
|
|
(4
|
)
|
|
660
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
348
|
|
|
724
|
|
|
—
|
|
|
—
|
|
|
(1,072
|
)
|
|
—
|
|
||||||
Interest expense
|
—
|
|
|
(285
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|
15
|
|
|
(292
|
)
|
||||||
Other income (expense)
|
2
|
|
|
(2
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
||||||
Total other income (expense)
|
350
|
|
|
437
|
|
|
(62
|
)
|
|
(18
|
)
|
|
(1,057
|
)
|
|
(350
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
2
|
|
|
90
|
|
|
(62
|
)
|
|
6
|
|
|
—
|
|
|
36
|
|
||||||
Net income (loss)
|
342
|
|
|
422
|
|
|
730
|
|
|
(87
|
)
|
|
(1,061
|
)
|
|
346
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
342
|
|
|
$
|
422
|
|
|
$
|
730
|
|
|
$
|
(92
|
)
|
|
$
|
(1,061
|
)
|
|
$
|
341
|
|
Comprehensive income (loss)
|
$
|
347
|
|
|
$
|
422
|
|
|
$
|
730
|
|
|
$
|
(87
|
)
|
|
$
|
(1,065
|
)
|
|
$
|
347
|
|
|
Sinclair
Broadcast
Group, Inc.
|
|
Sinclair
Television
Group, Inc.
|
|
Guarantor
Subsidiaries
and KDSM,
LLC
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Sinclair
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,507
|
|
|
$
|
210
|
|
|
$
|
(81
|
)
|
|
$
|
2,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Media programming and production expenses
|
—
|
|
|
—
|
|
|
1,013
|
|
|
124
|
|
|
(73
|
)
|
|
1,064
|
|
||||||
Selling, general and administrative
|
9
|
|
|
103
|
|
|
522
|
|
|
15
|
|
|
(2
|
)
|
|
647
|
|
||||||
Depreciation, amortization and other operating expenses
|
1
|
|
|
6
|
|
|
132
|
|
|
51
|
|
|
(2
|
)
|
|
188
|
|
||||||
Total operating expenses
|
10
|
|
|
109
|
|
|
1,667
|
|
|
190
|
|
|
(77
|
)
|
|
1,899
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating (loss) income
|
(10
|
)
|
|
(109
|
)
|
|
840
|
|
|
20
|
|
|
(4
|
)
|
|
737
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of consolidated subsidiaries
|
579
|
|
|
794
|
|
|
—
|
|
|
—
|
|
|
(1,373
|
)
|
|
—
|
|
||||||
Interest expense
|
—
|
|
|
(205
|
)
|
|
(4
|
)
|
|
(22
|
)
|
|
19
|
|
|
(212
|
)
|
||||||
Other income (expense)
|
2
|
|
|
5
|
|
|
(6
|
)
|
|
(7
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Total other income (expense)
|
581
|
|
|
594
|
|
|
(10
|
)
|
|
(29
|
)
|
|
(1,354
|
)
|
|
(218
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax benefit (provision)
|
5
|
|
|
100
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
75
|
|
||||||
Net income (loss)
|
576
|
|
|
585
|
|
|
800
|
|
|
(9
|
)
|
|
(1,358
|
)
|
|
594
|
|
||||||
Net income attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
576
|
|
|
$
|
585
|
|
|
$
|
800
|
|
|
$
|
(27
|
)
|
|
$
|
(1,358
|
)
|
|
$
|
576
|
|
Comprehensive income (loss)
|
$
|
593
|
|
|
$
|
584
|
|
|
$
|
800
|
|
|
$
|
(9
|
)
|
|
$
|
(1,375
|
)
|
|
$
|
593
|
|
|
For the Quarter Ended
|
||||||||||||||
|
3/31/2019
|
|
6/30/2019
|
|
9/30/2019
|
|
12/31/2019
|
||||||||
Total revenues
|
$
|
722
|
|
|
$
|
771
|
|
|
$
|
1,125
|
|
|
$
|
1,622
|
|
Operating income (loss)
|
$
|
93
|
|
|
$
|
106
|
|
|
$
|
(6
|
)
|
|
$
|
277
|
|
Net income (loss)
|
$
|
23
|
|
|
$
|
43
|
|
|
$
|
(49
|
)
|
|
$
|
88
|
|
Net income (loss) attributable to Sinclair Broadcast Group
|
$
|
21
|
|
|
$
|
42
|
|
|
$
|
(60
|
)
|
|
$
|
44
|
|
Basic earnings (loss) per common share
|
$
|
0.23
|
|
|
$
|
0.46
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.47
|
|
Diluted earnings (loss) per common share
|
$
|
0.23
|
|
|
$
|
0.45
|
|
|
$
|
(0.64
|
)
|
|
$
|
0.47
|
|
|
For the Quarter Ended
|
||||||||||||||
|
3/31/2018
|
|
6/30/2018
|
|
9/30/2018
|
|
12/31/2018
|
||||||||
Total revenues
|
$
|
665
|
|
|
$
|
730
|
|
|
$
|
766
|
|
|
$
|
894
|
|
Operating income
|
$
|
107
|
|
|
$
|
132
|
|
|
$
|
158
|
|
|
$
|
263
|
|
Net income
|
$
|
44
|
|
|
$
|
29
|
|
|
$
|
65
|
|
|
$
|
208
|
|
Net income attributable to Sinclair Broadcast Group
|
$
|
43
|
|
|
$
|
28
|
|
|
$
|
64
|
|
|
$
|
206
|
|
Basic earnings per common share
|
$
|
0.42
|
|
|
$
|
0.27
|
|
|
$
|
0.63
|
|
|
$
|
2.12
|
|
Diluted earnings per common share
|
$
|
0.42
|
|
|
$
|
0.27
|
|
|
$
|
0.62
|
|
|
$
|
2.10
|
|
•
|
any person who beneficially owns 10% or more of the voting power of our shares; or
|
•
|
any of our affiliates which beneficially owned 10% or more of the voting power of our shares within two years prior to the date in question.
|
•
|
recommended by our Board of Directors; and
|
•
|
approved by at least,
|
•
|
80% of our outstanding shares entitled to vote; and
|
•
|
two-thirds of our outstanding shares entitled to vote that are not held by the interested stockholder.
|
•
|
10% or more but less than one-third of such shares;
|
•
|
one-third or more but less than a majority of such shares; or
|
•
|
a majority of the outstanding shares.
|
1.
|
Duties.
|
(a)
|
report to the General Manager of Station; and
|
4.
|
Employment Termination.
|
4.1.
|
Termination of Employment.
|
(1)
|
the death of Employee;
|
(2)
|
the Disability (as defined in Section 4.1(b) below) of Employee;
|
(3)
|
the termination of Employee’s employment by Employee;
|
(4)
|
the termination of Employee’s employment by Company for Cause (as defined in Section 4.1(c) below); or
|
(5)
|
the termination of Employee’s employment by Company without Cause.
|
4.2.
|
Termination Payments.
|
5.
|
Confidentiality and Non-Competition.
|
5.2.
|
Non-Competition.
|
6.
|
Remedies.
|
8.5.
|
Counterparts. This Agreement may be signed in one or more counterparts.
|
2.
|
A quarterly bonus of up to$2,250.00 to be paid quarterly if quarterly objectives, e.g., staff upgrades, additions to the sales staff, quarterly new business objectives, etc., are met. These objectives will be established and agreed upon by the General Manager, the General Sales Manager and the Regional Director. Any such quarterly bonus may be paid in arrears if such quarterly objectives are attained by year end as determined by the General Manager, the General Sales Manager and the Regional Director.
|
3.
|
A monthly override shall be paid monthly in an amount agreed upon by the General Sales Manager and the Station Manager from time to time based upon achieving a percentage of budgeted annual net time sales of KUPN-TV such that if 100% of budgeted annual net time sales of KUPN-TV is achieved, Employee would receive $25,000.00 on an annual basis.
|
1.
|
All references to "Company" shall mean "Sinclair Television Group, Inc."
|
2.
|
Section 5.2 (a) is hereby deleted in its entirety and replaced with the following:
|
3.
|
Section 8.3 is hereby deleted in its entirety and replaced with the following:
|
Date:
|
March 2, 2020
|
|
|
|
|
|
|
/s/ Christopher S. Ripley
|
|
|
|
Signature:
|
Christopher S. Ripley
|
|
|
|
|
Chief Executive Officer
|
Date:
|
March 2, 2020
|
|
|
|
|
|
|
/s/ Lucy A. Rutishauser
|
|
|
|
Signature:
|
Lucy A. Rutishauser
|
|
|
|
|
Chief Financial Officer
|
/s/ Christopher S. Ripley
|
|
Christopher S. Ripley
|
|
Chief Executive Officer
|
|
March 2, 2020
|
|
/s/ Lucy A. Rutishauser
|
|
Lucy A. Rutishauser
|
|
Chief Financial Officer
|
|
March 2, 2020
|
|