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EX-23.1 - EX-23.1 - SINCLAIR BROADCAST GROUP INCa13-5184_1ex23d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Effective December 1, 2012, Sinclair Broadcast Group, Inc (the “Company” or “SBG”) completed the acquisition of certain broadcast assets of Newport Television LLC (“Newport”).  The acquired assets consist of certain assets of the following seven television stations in six markets: WKRC (CBS) in Cincinnati, OH; WOAI (NBC) in San Antonio, TX; WHP (CBS) in Harrisburg/Lancaster/Lebanon/York, PA; WPMI (NBC) and WJTC (IND) in Mobile, AL; KSAS (FOX) in Wichita/Hutchinson, KS; and WHAM (ABC) in Rochester, NY  (collectively, the “Newport Stations”).  The Company also acquired Newport’s rights under local marketing agreements (“LMAs”) with WLYH (CW) in Harrisburg, PA and KMTW (MNT) in Wichita, KS.   The Company paid Newport $460.5 million at closing, less a working capital adjustment of $1.0 million. The Company financed the acquisition and closing costs with a portion of the proceeds from the issuance of $500.0 million of 6.125% Senior Notes due 2022, which were issued in October 2012, plus a $41.3 million cash escrow previously paid in July 2012.

 

The Company’s right to acquire certain of the license assets of WPMI and WJTC in Mobile, AL was assigned to Deerfield Media, Inc. (“Deerfield”) and Deerfield acquired these assets effective December 1, 2012 for $6.0 million.  The Company’s right to acquire certain of the license assets of WHAM in Rochester, NY was assigned to Deerfield and Deerfield acquired these assets effective February 1, 2013 for $6.0 million.  Concurrent with the acquisition of WKRC in Cincinnati, OH and WOAI in San Antonio, TX from Newport, the Company sold to Deerfield the license assets of two of the Company’s existing stations located in Cincinnati, OH (WSTR MNT) and San Antonio, TX (KMYS CW) for a total of $10.7 million.  Deerfield financed these purchases with third party bank financing.  The Company has purchase option agreements with Deerfield to acquire the license assets upon FCC approval and will operate the stations pursuant to shared services and joint sales agreements with Deerfield.  The Company consolidates the license assets owned by Deerfield because the licensee companies are variable interest entities (“VIE”) and the Company is the primary beneficiary.  Prior to Deerfield acquiring the license assets of WHAM in Rochester, NY on February 1, 2013, the Company operated the station pursuant to a shared services and joint sales agreement with Newport.  The Company consolidated the license assets owned by Newport from December 1, 2012 to January 31, 2013 because the licensee company is a VIE and the Company is the primary beneficiary.

 

The unaudited pro forma condensed combined financial statements give effect to the Company’s acquisition of the Newport Stations, Deerfield’s acquisition of certain of the license assets of the stations as described above, and the previously completed acquisition of Freedom Broadcasting, Inc. (“Freedom”) on April 1, 2012, as well as the related acquisition financing for both transactions.  As previously reported on our Current Report on Form 8 K filed on April 4, 2012, the Company purchased eight stations in seven markets (collectively, the “Freedom Stations”) from Freedom for $385.0 million plus a working capital adjustment of $0.3 million.  The Company financed the acquisition and a portion of the closing costs with a draw under a $157.5 million incremental Term Loan A and a $192.5 million incremental Term Loan B commitment under the Company’s senior secured credit facility, plus a $38.5 million cash escrow previously paid in November 2011.

 

The unaudited pro forma condensed combined balance sheet is presented as if the acquisition of the Newport stations, the related acquisition of the license assets of WSTR, KMYS, WPMI, WJTC and WHAM by Deerfield and the related acquisition financing had occurred as of September 30, 2012.  The acquisition of Freedom and the related acquisition financing is already included in the Company’s consolidated condensed combined balance sheet as of September 30, 2012 as filed on our Quarterly Report on Form 10-Q for the period ended September 30, 2012.  The license assets of WSTR and KMYS were included in the Company’s consolidated balance sheet as of September 30, 2012 and therefore, the purchase of these assets by Deerfield does not have a pro forma impact on the consolidated balance sheet because the licensee companies are VIEs and the Company is the primary beneficiary, and as such, the transaction was between parties under common control. The unaudited pro forma condensed combined statements of operations are presented as if the acquisitions of Freedom and the Newport Stations, including the related license assets purchased by Deerfield and the related acquisition financing, had occurred on January 1, 2011.

 

The unaudited pro forma financial statements were derived from the Company’s, Newport’s and Freedom’s audited historical consolidated financial statements as adjusted for the acquisitions and the related financings.  The Company’s unaudited pro forma condensed combined financial statements and accompanying notes should be read together with our Annual Report on Form 10-K for the year ended December 31, 2011, and our Quarterly Report on Form 10-Q for the period ended September 30, 2012.  The unaudited pro forma condensed combined financial statements and accompanying notes also should be read in conjunction with the audited historical Newport Stations financial statements and the notes thereto included as Exhibit 99.1 to this Current Report on Form 8 K/A and the audited historical financial statements of Freedom and the notes thereto included as Exhibit 99.1 to the Current Report on Form 8 K/A previously filed on June 11, 2012.

 

1



 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the acquisitions were consummated as of January 1, 2011.

 

The unaudited pro forma condensed combined statements of operations do not include the effects of non-recurring income statement impacts from the acquisitions or the related financing of the acquisitions.  Additionally, the unaudited pro forma condensed combined statements of operations do not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

 

The unaudited pro forma condensed combined financial statements are based upon currently available information and assumptions and estimates which the Company believes are reasonable.  These assumptions and estimates, however, are subject to change.  The Company’s management believes that all adjustments have been made that are necessary to fairly present the pro forma information.

 

2



 

SINCLAIR BROADCAST GROUP, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2012

(Unaudited) (in thousands)

 

 

 

SBG
Historical

 

Newport
Historical

 

Pro Forma
Adjustments

 

 

Total Pro
Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,625

 

$

 

$

 

 

$

44,625

 

Account receivable, net of allowance for doubtful accounts

 

151,517

 

21,458

 

(21,458

)

(A)

151,517

 

Prepaid expenses and other current assets

 

93,016

 

7,032

 

3,654

 

(A),(B)

103,702

 

Total current assets

 

289,158

 

28,490

 

(17,804

)

 

299,844

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

365,685

 

46,512

 

14,741

 

(B)

426,938

 

RESTRICTED CASH, less current portion

 

42,874

 

 

(41,250

)

(D)

1,624

 

GOODWILL

 

908,037

 

70,665

 

100,944

 

(B)

1,079,646

 

BROADCAST LICENSES

 

70,639

 

154,490

 

(139,473

)

(B)

85,656

 

DEFINITE-LIVED INTANGIBLE ASSETS, net

 

379,757

 

1,626

 

224,551

 

(B)

605,934

 

OTHER ASSETS

 

189,386

 

2,382

 

(653

)

(A),(B),(C)

191,115

 

Total assets

 

$

2,245,536

 

$

304,165

 

$

141,056

 

 

$

2,690,757

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

6,207

 

$

1,668

 

$

(1,668

)

(A)

$

6,207

 

Accrued liabilities

 

147,334

 

2,748

 

(7,518

)

(A),(B),(C)

142,564

 

Notes payable, capital leases and commercial bank financing

 

47,871

 

 

2,339

 

(C)

50,210

 

Other current liabilities

 

101,826

 

8,744

 

1,795

 

(B)

112,365

 

Total current liabilities

 

303,238

 

13,160

 

(5,052

)

 

311,346

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

 

 

Notes payable, capital leases and commercial bank financing, less current portion

 

1,678,918

 

 

436,405

 

(C)

2,115,323

 

Deferred tax liabilities

 

245,277

 

 

 

 

245,277

 

Other long-term liabilities

 

70,487

 

3,221

 

(2,428

)

(A),(B)

71,280

 

Total liabilities

 

2,297,920

 

16,381

 

428,925

 

 

2,743,226

 

 

 

 

 

 

 

 

 

 

 

 

PARENT COMPANY STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

523

 

 

 

 

523

 

Class B Common Stock

 

289

 

 

 

 

289

 

Additional paid-in capital

 

622,133

 

 

 

 

622,133

 

(Accumulated deficit) retained earnings

 

(680,092

)

287,784

 

(288,069

)

(A),(D)

(680,377

)

Accumulated other comprehensive loss

 

(4,602

)

 

 

 

(4,602

)

Total Parent Company stockholders’ (deficit) equity

 

(61,749

)

287,784

 

(288,069

)

 

(62,034

)

Noncontrolling interest

 

9,365

 

 

200

 

(E)

9,565

 

Total (deficit) equity

 

(52,384

)

287,784

 

(287,869

)

 

(52,469

)

Total liabilities and stockholders’ equity

 

$

2,245,536

 

$

304,165

 

$

141,056

 

 

$

2,690,757

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

 

3



SINCLAIR BROADCAST GROUP, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(Unaudited) (in thousands)

 

 

 

 

SBG
Historical

 

Newport
Historical

 

Newport
Pro Forma
Adjustments

 

 

Freedom
Historical

 

Freedom
Pro Forma
Adjustments

 

 

Total Pro
Forma

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station broadcast revenues, net of agency commissions

 

$

648,002

 

$

116,602

 

$

 

 

$

87,006

 

$

(5,206

)

(F),(H)

$

846,404

 

Revenues realized from station barter arrangements

 

72,773

 

5,050

 

 

 

2,806

 

(146

)

(F)

80,483

 

Other operating divisions revenues

 

44,513

 

 

 

 

 

 

 

44,513

 

Net revenues

 

765,288

 

121,652

 

 

 

89,812

 

(5,352

)

 

971,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station production expenses

 

178,612

 

33,486

 

 

 

27,043

 

(3,781

)

(F),(H)

235,360

 

Station selling, general and administrative expenses

 

123,938

 

31,865

 

 

 

19,296

 

(836

)

(F)

174,263

 

Expenses recognized from station barter arrangements

 

65,742

 

4,932

 

 

 

2,806

 

(140

)

(F)

73,340

 

Amortization of program contract costs and net realizable value adjustments

 

52,079

 

7,830

 

(1,148

)

(G)

5,476

 

(900

)

(G)

63,337

 

Other operating divisions expenses

 

39,486

 

 

 

 

 

 

 

39,486

 

Depreciation of property and equipment

 

32,874

 

6,864

 

6,154

 

(G)

5,807

 

4,453

 

(G)

56,152

 

Corporate general and administrative expenses

 

28,310

 

4,457

 

 

 

1,730

 

(295

)

(I)

34,202

 

Amortization of definite-lived intangible assets

 

18,229

 

389

 

15,968

 

(G)

4,572

 

4,876

 

(G)

44,034

 

Impairment of goodwill, intangible and other assets

 

398

 

 

 

 

 

 

 

398

 

Total operating expenses

 

539,668

 

89,823

 

20,974

 

 

66,730

 

3,377

 

 

720,572

 

Operating income (loss)

 

225,620

 

31,829

 

(20,974

)

 

23,082

 

(8,729

)

 

250,828

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense and amortization of debt discount and deferred financing costs

 

(106,128

)

 

(26,984

)

(J)

 

(11,250

)

(J)

(144,362

)

Other income (expense)

 

1,881

 

(261

)

 

 

(375

)

 

 

1,245

 

Total other expense

 

(104,247

)

(261

)

(26,984

)

 

(375

)

(11,250

)

 

(143,117

)

Income (loss) before (provision) benefit for income taxes

 

121,373

 

31,568

 

(47,958

)

 

22,707

 

(19,979

)

 

107,711

 

BENEFIT (PROVISION) FOR INCOME TAX

 

(44,785

)

(428

)

6,437

 

(K)

(9,044

)

8,044

 

(K)

(39,776

)

Net income (loss) from continuing operations

 

76,588

 

31,140

 

(41,521

)

 

13,663

 

(11,935

)

 

67,935

 

Net income attributable to the noncontrolling interest

 

(379

)

 

(150

)

(L)

 

 

 

(529

)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP

 

$

76,209

 

$

31,140

 

$

(41,671

)

 

$

13,663

 

$

(11,935

)

 

$

67,406

 

Basic earnings per share from continuing operations

 

$

0.95

 

 

 

 

 

 

 

 

 

 

 

$

0.84

 

Diluted earnings per share from continuing operations

 

$

0.95

 

 

 

 

 

 

 

 

 

 

 

$

0.84

 

Weighted average common chares outstanding

 

80,217

 

 

 

 

 

 

 

 

 

 

 

80,217

 

Weighted average common and common equivalent shares outstanding

 

80,532

 

 

 

 

 

 

 

 

 

 

 

80,532

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial statements

 

4



 

SINCLAIR BROADCAST GROUP, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(Unaudited) (in thousands)

 

 

 

Nine months Ended
September 30, 2012

 

Newport

 

 

Three months
ended March
31, 2012

 

Freedom

 

 

 

 

 

 

SBG
Historical

 

Newport
Historical

 

Pro Forma
Adjustments

 

 

Freedom
Historical

 

Pro Forma
Adjustments

 

 

Total Pro
Forma

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station broadcast revenues, net of agency commissions

 

$

637,553

 

$

98,203

 

$

 

 

$

23,075

 

$

(8,774

)

(F),(H)

$

750,057

 

Revenues realized from station barter arrangements

 

60,655

 

3,574

 

 

 

196

 

(29

)

(F)

64,396

 

Other operating divisions revenues

 

38,609

 

 

 

 

 

 

 

38,609

 

Net revenues

 

736,817

 

101,777

 

 

 

23,271

 

(8,803

)

 

853,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station production expenses

 

185,247

 

25,543

 

 

 

6,580

 

(8,442

)

(F),(H)

208,928

 

Station selling, general and administrative expenses

 

121,776

 

25,416

 

 

 

5,160

 

(241

)

(F)

152,111

 

Expenses recognized from station barter arrangements

 

55,645

 

3,416

 

 

 

214

 

(29

)

(F)

59,246

 

Amortization of program contract costs and net realizable value adjustments

 

44,197

 

5,587

 

(745

)

(G)

1,200

 

79

 

(G)

50,318

 

Other operating divisions expenses

 

33,165

 

 

 

 

 

 

 

33,165

 

Depreciation of property and equipment

 

34,684

 

5,258

 

2,064

 

(G)

1,452

 

(1,495

)

(G)

41,963

 

Corporate general and administrative expenses

 

25,166

 

5,108

 

(330

)

(I)

251

 

(205

)

(I)

29,990

 

Amortization of definite-lived intangible assets

 

26,694

 

292

 

11,976

 

(G)

1,143

 

1,219

 

(G)

41,324

 

Total operating expenses

 

526,574

 

70,620

 

12,965

 

 

16,000

 

(9,114

)

 

617,045

 

Operating income (loss)

 

210,243

 

31,157

 

(12,965

)

 

7,271

 

311

 

 

236,017

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense and amortization of debt discount and deferred financing costs

 

(92,001

)

 

(20,224

)

(J)

 

(2,826

)

(J)

(115,051

)

Other income (expense)

 

9,741

 

(691

)

 

 

62

 

335

 

 

9,447

 

Total other expense

 

(82,260

)

(691

)

(20,224

)

 

62

 

(2,491

)

 

(105,604

)

Income (loss) before (provision) benefit for income taxes

 

127,983

 

30,466

 

(33,189

)

 

7,333

 

(2,180

)

 

130,413

 

BENEFIT (PROVISION) FOR INCOME TAX

 

(42,211

)

(1,012

)

1,998

 

(K)

(2,942

)

1,077

 

(K)

(43,090

)

Net income (loss) from continuing operations

 

85,772

 

29,454

 

(31,191

)

 

4,391

 

(1,103

)

 

87,323

 

Net (income) loss attributable to the noncontrolling interest

 

106

 

 

(113

)

(L)

 

 

 

(7

)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP

 

$

85,878

 

$

29,454

 

$

(31,304

)

 

$

4,391

 

$

(1,103

)

 

$

87,316

 

Basic earnings per share from continuing operations

 

$

1.06

 

 

 

 

 

 

 

 

 

 

 

$

1.08

 

Diluted earnings per share from continuing operations

 

$

1.06

 

 

 

 

 

 

 

 

 

 

 

$

1.08

 

Weighted average common shares outstanding

 

80,990

 

 

 

 

 

 

 

 

 

 

 

80,990

 

Weighted average common and common equivalent shares outstanding

 

81,267

 

 

 

 

 

 

 

 

 

 

 

81,267

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial statements

 

5



 

NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(1)   BASIS OF PRO FORMA PRESENTATION

 

The unaudited pro forma condensed combined financial statements and explanatory notes give effect to the acquisitions of the Newport Stations, the related license assets by Deerfield and the Freedom stations by the Company (collectively, the “Acquisitions”) and the related acquisition financing of such Acquisitions.  The unaudited pro forma condensed combined balance sheet is presented as if the acquisition of the Newport Stations and the related license assets by Deerfield occurred as of September 30, 2012.  The acquisition of Freedom and the related acquisition financing is already included in the Company’s consolidated balance sheet as of September 30, 2012 as filed on our Quarterly Report on Form 10-Q for the period ended September 30, 2012 and therefore, no pro forma adjustments are required for Freedom in the unaudited pro forma condensed combined balance sheet.  The license assets of WSTR and KMYS were included in the Company’s consolidated balance sheet as of September 30, 2012 and therefore, the purchase of these assets by Deerfield does not have a pro forma impact on the consolidated balance sheet because the licensee companies are VIEs and the Company is the primary beneficiary. The unaudited pro forma condensed combined statements of operations are presented as if the Acquisitions occurred on January 1, 2011.

 

The Acquisitions have been accounted for under the acquisition method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values.  The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill.

 

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of the Company, Newport and Freedom after giving effect to the Acquisitions, as well as the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.  The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the acquisition was consummated as of January 1, 2011.  This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, the historical consolidated financial statements and accompanying notes of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, the historical consolidated financial statements and accompanying notes of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, the financial statements of the Newport Stations included as Exhibit 99.1 to this Current Report on Form 8-K/A and the financial statements of Freedom included as Exhibit 99.1 to the Current Report on Form 8-K/A filed on June 11, 2012.

 

Certain reclassifications have been made to the historical presentation of the Newport and Freedom financial statements to conform to the presentation used in the Company’s condensed consolidated financial statements and the unaudited pro forma financial information.

 

(2)   PRELIMINARY PURCHASE PRICE ALLOCATION

 

The following table summarizes the preliminary purchase price for the Newport acquisition (including the license assets purchased by Deerfield from Newport) and the final purchase price for the Freedom acquisition (in thousands):

 

 

 

Newport

 

Freedom

 

 

 

 

 

 

 

Aggregate cash purchase price for the acquisition

 

$

472,700

 

$

385,000

 

Estimated net working capital adjustment

 

(973

)

283

 

Total estimated purchase price

 

$

471,727

 

$

385,283

 

 

The purchase price above for Newport is preliminary and is subject to adjustment based upon the difference between the estimated net working capital to be transferred and the actual amount of net working capital transferred on the date of closing. The initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values. The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities. The initial allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

 

 

 

Newport

 

Freedom

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

1,377

 

$

373

 

Current portion of program contract costs

 

9,309

 

3,520

 

Property and equipment

 

61,253

 

54,109

 

Broadcast licenses

 

15,017

 

10,424

 

Definite-lived intangible assets

 

226,177

 

132,475

 

Other assets

 

994

 

278

 

Accrued liabilities

 

(3,470

)

(589

)

Current portion of program contracts payable

 

(10,539

)

(3,404

)

Fair value of identifiable net assets acquired

 

300,118

 

197,186

 

Goodwill

 

171,609

 

188,097

 

Total

 

$

471,727

 

$

385,283

 

 

6



 

The preliminary allocation for Newport and Freedom presented above is based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches.  In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.  These purchase price allocations are based upon all information available to us at the present time and are subject to change based on revisions to management’s estimates for the final determination of fair values, and such changes could be material. The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $167.7 million and $93.1 million, the decaying advertiser base of $21.7 million and $23.4 million, and other intangible assets of $36.8 million and $16.0 million, for Newport and Freedom, respectively.  These intangible assets will be amortized over the estimated remaining useful lives of 15 years for network affiliations, 10 years for the decaying advertiser base and a weighted average life of 14 years for the other intangible assets for both the Newport and Freedom stations.  Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives.  Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies.  The Company expects that goodwill will be deductible for tax purposes.

 

(3)   PRO FORMA ADJUSTMENTS

 

The unaudited pro forma condensed combined financial statements reflecting the Newport Acquisition include the adjustments attributed to the acquisition of the Newport Stations and additional borrowings used to finance the Acquisition including the issuance of $500.0 million of 6.125% Senior Notes due 2022 (“the Notes”), which were issued in October 2012.  The unaudited pro forma condensed combined financial statements include approximately $415.3 million of the Notes which were used to fund the Newport Acquisition and financing fees related to the Notes, along with a $41.3 million cash escrow previously paid in July 2012.

 

The unaudited pro forma condensed combined financial statements reflecting the acquisition of the license assets by Deerfield include $23.4 million of third party bank financing used to finance the acquisition.

 

The unaudited pro forma condensed combined statements of operations reflecting the Freedom acquisition include the adjustments attributed to the acquisition of the Freedom Stations and additional borrowings used to finance the Acquisition which consisted of $157.5 million of incremental Term Loan A and $192.5 million of incremental Term Loan B.

 

The unaudited pro forma condensed combined statements of operations do not include any costs that may result from acquisition and integration activities.  The unaudited pro forma condensed combined financial statements do not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

 

ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

The pro forma adjustments in the unaudited pro forma combined balance sheet related to the acquisition of the Newport Stations, the license assets acquired by Deerfield and the related acquisition financing incurred as of September 30, 2012 are as follows:

 

(A)             The Company purchased only certain assets and assumed only certain liabilities of the Newport Stations as defined in the acquisition agreement. The Company did not purchase the working capital, including cash and cash equivalents, of the Newport Stations that existed prior to December 1, 2012, except for certain prepaid, other assets and accrued expenses, totaling $1.0 million which are included within the purchase price allocation in Note 2.  The pro forma adjustments eliminate the excluded asset and liability balances at their historical amounts from the audited financial statements of Newport.

 

(B)             The assets acquired and liabilities assumed of the Newport Stations including the license assets purchased by Deerfield and consolidated by the Company have been adjusted to their estimated fair values as of the acquisition date, as reflected in the purchase price allocation in Note 2.

 

(C)             The pro forma adjustments reflect the acquisition financing including $415.3 million of the Notes issued in October 2012 by the Company and $23.4 million of third party financing obtained by Deerfield to purchase the license assets of WSTR, KMYS, WPMI, WJTC and WHAM, of which $2.3 million is classified as current as of September 30, 2012.  The proceeds from these financings plus $41.3 million of cash held in escrow less the total fees related to these financings was used to purchase certain assets of the Newport stations and license assets held by Deerfield. Total fees related to the portion of the Notes used for the acquisition which were included in accrued expenses and deferred financing costs in the Company’s

 

7



 

balance sheet as of September 30, 2012 were $7.5 million.  Total fees related to the financing of Deerfield’s purchase of the license assets of WSTR, KMYS, WPMI, WJTC and WHAM were approximately $0.7 million and were paid in the fourth quarter of 2012.

 

(D)             The pro forma adjustments reflect $471.8 million of cash which would have been paid at closing if the acquisition occurred on September 30, 2012, which includes $41.3 million of cash held in escrow and recorded as restricted cash on the balance sheet.  The cash paid represents the purchase price of $460.5 million plus the $12.0 million paid by Deerfield for the license assets of WPMI, WJTC, and WHAM, less the working capital adjustment of $1.0 million.  In connection with the Newport acquisition, the Company incurred a total of $0.6 million of costs primarily related to legal and other professional services, which were expensed as incurred.  Included in the Company’s consolidated balance sheet as of September 30, 2012 were acquisition costs incurred of $0.3 million.  An additional $0.3 million of these costs were incurred after September 30, 2012 and are included in the pro forma retained earnings amount in the unaudited pro forma condensed combined balance sheet.

 

(E)              The license assets of WLYH in Harrisburg are owned by a third party licensee and are operated by the Company under an LMA.  The Company consolidates these assets because the licensee company is a variable interest entity and the Company is the primary beneficiary.  The amount recorded in noncontrolling interest equity relates to our purchase option to buy these license assets which is a fixed price of $0.2 million.  The fair value of these license assets are included in the purchase price allocation for Newport.

 

ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

 

The pro forma adjustments in the unaudited pro forma condensed combined statements of operations related to the Newport acquisition and Freedom acquisition and the related acquisition financing as of January 1, 2011 are as follows:

 

(F)               The pro forma adjustments include the reclassification of the results of operations of WLAJ in Lansing, MI which was purchased from Freedom in April 2012 and the Company plans to sell in first quarter of 2013.  The Company classified the station as held for sale in the consolidated balance sheet as of September 30, 2012.  The Company has recorded pro forma adjustments to the unaudited pro forma condensed combined statements of operations to exclude the results of operations of WLAJ from continuing operations as they are included in Freedom’s historical results for the year ended December 31, 2011.  These adjustments totaled $3.2 million, $0.1 million, $1.3 million, $0.8 million and $0.1 million reclassified from station broadcast revenues, revenues realized from barter arrangements, station production expenses, station selling, general and administrative expenses, and expenses recognized from station barter arrangements, respectively for the year ended December 31, 2011.  The Company has recorded the actual results of operations of WLAJ as discontinued operations for the period from April 1, 2012 to September 30, 2012 in SBG’s historical condensed combined statement of operations for the nine months ended September 30, 2012.  The Company has recorded pro forma adjustments to the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2012 to exclude the results of operations of WLAJ from continuing operations that were included in Freedom’s historical results for the three months ended March 31, 2012.  These adjustments totaled $1.0 million, $0.03 million, $0.6 million, $0.2 million and $0.03 million reclassified from station broadcast revenues, revenues realized from barter arrangements, station production expenses, station selling, general and administrative expenses, and expenses recognized from station barter arrangements, respectively, for the three months ended March 31, 2012.

 

(G)             The pro forma adjustments include the difference in amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets related to the fair value step-up of these acquired assets and conforming these amounts to the Company’s accounting policies for recognizing amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets.  The total pro forma amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets for the year ended December 31, 2011 is $6.7 million, $13.1 million and $16.4 million, respectively, for the Newport Stations and $4.6 million, $10.3 million and $9.5 million, respectively, for the Freedom Stations excluding amounts related to WLAJ.  The total pro forma amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets for the nine months ended September 30, 2012 is $4.8 million, $7.4 million and $12.3 million, respectively, for the Newport Stations and $3.5 million, $5.1 million and $7.0 million, respectively, for the Freedom Stations excluding amounts related to WLAJ.  Included in the pro forma adjustments for Freedom for the nine months ended September 30, 2012 is the reversal of actual amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets for the period from April 2012 to September 2012 which are included in SBG’s historical condensed combined statement of operations.  These amounts total $2.2 million, $5.1 million and $4.7 million, respectively, for the nine months ended September 30, 2012.

 

Certain property and equipment which has been stepped-up to fair value is being depreciated over a relatively short-period of time and, therefore, the depreciation expense related to the property and equipment of the Newport Stations and

 

8



 

Freedom Stations will be higher in the first few years after the Acquisitions than over the long term.  The pro forma depreciation adjustment related to these assets has a significant effect on the pro forma unaudited net income for the year ended December 31, 2011 and nine months ended September 30, 2012, and is not necessarily indicative of the long-term future results of operations of the combined entities.

 

(H)            The pro forma adjustments include the elimination of certain intercompany amounts between the Freedom Stations and the Company’s results for the year ended December 31, 2011 and nine months ended September 30, 2012.  These adjustments include revenues from the LMA, which was in effect from December 1, 2011 through March 31, 2012 prior to the acquisition, of $2.0 million and $7.8 million and expenses of $2.0 million and $7.8 million recorded in the Company’s results for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively.  An additional $0.5 million in expenses related to the LMA, which were reflected in the Freedom statement of operations for the year ended December 31, 2011 was also eliminated.

 

(I)                 The pro forma adjustments include the reversal of certain acquisition-related costs reflected in the historical financial statements for the year ended December 31, 2011 and nine months ended September 30, 2012 that are directly related to the acquisition and are non-recurring in nature.  The total of these costs related to the Freedom acquisition was $0.3 million and $0.2 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively.  The total of these costs related to the Newport acquisition was $0.3 million for the nine months ended September 30, 2012.  The Company did not incur any acquisition costs related to the Newport acquisition during the year ended December 31, 2011.

 

(J)                 The Newport pro forma adjustments include additional cash interest expense of $26.1 million and $19.5 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively, related to the $415.3 million of 6.125% Senior Notes and $23.4 million of third party financing borrowed by Deerfield for the purchase of the license assets.  The additional cash interest expense was calculated based on the interest rates in effect during the pro forma period presented.  The additional interest expense resulting from the amortization of additional deferred financing costs related to these borrowings totaled $0.9 million and $0.7 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively.

 

The Freedom pro forma adjustments include additional cash interest expense of $12.3 million and $2.7 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively, related to the $157.5 million draw under the incremental Term Loan A commitment and $192.5 million draw under the incremental Term Loan B commitment.  The additional cash interest expense was calculated based on the interest rates in effect during the pro forma period presented.  The additional interest expense resulting from the amortization of additional deferred financing costs and debt discount related to these borrowings totaled $1.6 million and $0.1 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively.  Additionally, for the year ended December 31, 2011, the pro forma adjustments also reflect the reversal of non-recurring financing fees associated with the Freedom acquisition financing which totaled $2.6 million.

 

The weighted average interest rates applied to the incremental Term Loan A and incremental Term Loan B, and Deerfield debt were 2.5%, 4.4% and 2.8%, respectively, for the pro forma year ended December 31, 2011, and 2.5%, 4.0% and 3.0%, respectively, for the pro forma nine months ended September 30, 2012.  A one-eighth percent increase or decrease in interest rates, related to the variable rate debt, would have increased or decreased cash interest expense by $0.5 million and $0.3 million for the year ended December 31, 2011 and nine months ended September 30, 2012, respectively.

 

(K)            The Company applied the statutory tax rate in effect for the year ended December 31, 2011 and nine months ended September 30, 2012 of 36.7% and 36.2%, respectively, to the pro forma adjustments.  The pro forma provision for income taxes does not necessarily reflect the amounts that would have resulted had the Newport Stations, Freedom Stations and the Company filed consolidated returns for the periods presented.

 

(L)              The pro forma adjustments to net income attributable to the noncontrolling interests reflects the amounts due to the third party licensees under the LMA mentioned above related to WLYH (Harrisburg), and the shared services and joint sales agreements with Deerfield for WSTR (Cincinnati), KMYS (San Antonio), WHAM (Rochester), and WPMI and WJTC (Mobile) as if these arrangements were in place during the year ended December 31, 2011 and nine months ended September 30, 2012.

 

9



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SINCLAIR BROADCAST GROUP, INC.

 

 

 

 

 

 

 

By:

/s/ David R. Bochenek

 

 

 

 

Name:

David R. Bochenek

 

Title:

Vice President/Chief Accounting Officer

 

 

 

 

 

 

Dated: February 15, 2013