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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                       .

 

COMMISSION FILE NUMBER: 000-26076

 

SINCLAIR BROADCAST GROUP, INC.

(Exact name of Registrant as specified in its charter)

 


 

Maryland

 

52-1494660

(State or other jurisdiction of
Incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

(Address of principal executive office, zip code)

 

(410) 568-1500

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such file).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

Indicate the number of share outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Title of each class

 

Number of shares outstanding as of

July 31, 2014

Class A Common Stock

 

71,468,888

Class B Common Stock

 

25,978,357

 

 

 



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

 

FORM 10-Q

FOR THE QUARTER ENDED June 30, 2014

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

3

 

 

ITEM 1.  FINANCIAL STATEMENTS

3

 

 

CONSOLIDATED BALANCE SHEETS

3

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

4

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

5

 

 

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

6

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

8

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

9

 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

31

 

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

39

 

 

ITEM 4.  CONTROLS AND PROCEDURES

39

 

 

PART II.  OTHER INFORMATION

40

 

 

ITEM 1.  LEGAL PROCEEDINGS

40

 

 

ITEM 1A.  RISK FACTORS

40

 

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

40

 

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

40

 

 

ITEM 4.  MINE SAFETY DISCLOSURES

40

 

 

ITEM 5.  OTHER INFORMATION

40

 

 

ITEM 6.  EXHIBITS

41

 

 

SIGNATURE

42

 

 

EXHIBIT INDEX

43

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) (Unaudited)

 

 

 

As of June 30,
2014

 

As of December 31,
2013

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

395,546

 

$

280,104

 

Accounts receivable, net of allowance for doubtful accounts of $3,208 and $3,379, respectively

 

300,272

 

308,974

 

Affiliate receivable

 

224

 

182

 

Current portion of program contract costs

 

35,085

 

74,324

 

Prepaid expenses and other current assets

 

25,186

 

30,599

 

Deferred barter costs

 

6,692

 

3,688

 

Total current assets

 

763,005

 

697,871

 

 

 

 

 

 

 

PROGRAM CONTRACT COSTS, less current portion

 

17,630

 

24,708

 

PROPERTY AND EQUIPMENT, net

 

636,112

 

596,071

 

RESTRICTED CASH

 

12,430

 

11,747

 

GOODWILL

 

1,341,998

 

1,380,082

 

BROADCAST LICENSES

 

120,948

 

101,029

 

DEFINITE-LIVED INTANGIBLE ASSETS, net

 

1,081,518

 

1,127,755

 

OTHER ASSETS

 

208,321

 

208,209

 

Total assets (a)

 

$

4,181,962

 

$

4,147,472

 

LIABILITIES AND EQUITY (DEFICIT)

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

9,751

 

$

13,989

 

Accrued liabilities

 

187,612

 

182,185

 

Income taxes payable

 

19,499

 

2,504

 

Current portion of notes payable, capital leases and commercial bank financing

 

56,034

 

46,346

 

Current portion of notes and capital leases payable to affiliates

 

2,569

 

2,367

 

Current portion of program contracts payable

 

50,493

 

90,933

 

Deferred barter revenues

 

6,246

 

3,319

 

Deferred tax liabilities

 

4,480

 

1,738

 

Total current liabilities

 

336,684

 

343,381

 

LONG-TERM LIABILITIES:

 

 

 

 

 

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

 

3,038,768

 

2,966,402

 

Notes payable and capital leases to affiliates, less current portion

 

17,606

 

18,925

 

Program contracts payable, less current portion

 

28,217

 

34,681

 

Deferred tax liabilities

 

321,945

 

311,041

 

Other long-term liabilities

 

68,569

 

67,338

 

Total liabilities (a)

 

3,811,789

 

3,741,768

 

COMMITMENTS AND CONTINGENCIES (See Note 3)

 

 

 

 

 

EQUITY:

 

 

 

 

 

SINCLAIR BROADCAST GROUP SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 71,390,645 and 74,145,569 shares issued and outstanding, respectively

 

714

 

741

 

Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 26,028,357 and 26,028,357 shares issued and outstanding, respectively, convertible into Class A Common Stock

 

260

 

260

 

Additional paid-in capital

 

1,021,460

 

1,094,918

 

Accumulated deficit

 

(657,787

)

(696,996

)

Accumulated other comprehensive loss

 

(1,869

)

(2,553

)

Total Sinclair Broadcast Group shareholders’ equity

 

362,778

 

396,370

 

Noncontrolling interests

 

7,395

 

9,334

 

Total equity

 

370,173

 

405,704

 

Total liabilities and equity

 

$

4,181,962

 

$

4,147,472

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 


(a)         Our consolidated total assets as of June 30, 2014 and December 31, 2013 include total assets of variable interest entities (VIEs) of $193.1 million and $194.1 million, respectively, which can only be used to settle the obligations of the VIEs.  Our consolidated total liabilities as of June 30, 2014 and December 31, 2013 include total liabilities of the VIEs of $24.0 million and $31.6 million, respectively, for which the creditors of the VIEs have no recourse to us.  See Note 1. Summary of Significant Accounting Policies.

 

3



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) (Unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

REVENUES:

 

 

 

 

 

 

 

 

 

Station broadcast revenues, net of agency commissions

 

$

404,151

 

$

279,270

 

$

778,032

 

$

532,195

 

Revenues realized from station barter arrangements

 

33,336

 

22,047

 

57,361

 

40,277

 

Other operating divisions revenues

 

17,649

 

12,837

 

32,391

 

24,300

 

Total revenues

 

455,136

 

314,154

 

867,784

 

596,772

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Station production expenses

 

134,303

 

85,694

 

261,342

 

166,127

 

Station selling, general and administrative expenses

 

82,595

 

53,297

 

164,520

 

105,235

 

Expenses recognized from station barter arrangements

 

29,528

 

19,382

 

51,005

 

35,396

 

Amortization of program contract costs and net realizable value adjustments

 

23,574

 

18,656

 

47,515

 

37,517

 

Other operating divisions expenses

 

14,453

 

10,736

 

26,778

 

20,605

 

Depreciation of property and equipment

 

25,252

 

15,105

 

49,630

 

29,700

 

Corporate general and administrative expenses

 

17,403

 

11,447

 

33,238

 

22,697

 

Amortization of definite-lived intangible and other assets

 

24,989

 

15,557

 

49,717

 

31,559

 

Total operating expenses

 

352,097

 

229,874

 

683,745

 

448,836

 

Operating income

 

103,039

 

84,280

 

184,039

 

147,936

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest expense and amortization of debt discount and deferred financing costs

 

(40,121

)

(45,465

)

(79,659

)

(83,162

)

Loss from extinguishment of debt

 

 

(16,283

)

 

(16,283

)

Income (loss) from equity and cost method investments

 

742

 

(404

)

840

 

(1,456

)

Other income, net

 

1,015

 

482

 

1,932

 

939

 

Total other expense

 

(38,364

)

(61,670

)

(76,887

)

(99,962

)

Income from continuing operations before income taxes

 

64,675

 

22,610

 

107,152

 

47,974

 

INCOME TAX PROVISION

 

(23,074

)

(9,654

)

(37,894

)

(18,503

)

Income from continuing operations

 

41,601

 

12,956

 

69,258

 

29,471

 

DISCONTINUED OPERATIONS:

 

 

 

 

 

 

 

 

 

Income from discontinued operations, includes income tax benefit (provision) of $0, $4,973, $0 and $4,682, respectively

 

 

5,103

 

 

5,458

 

NET INCOME

 

41,601

 

18,059

 

69,258

 

34,929

 

Net income attributable to the noncontrolling interests

 

(266

)

(233

)

(765

)

(106

)

NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP

 

$

41,335

 

$

17,826

 

$

68,493

 

$

34,823

 

Dividends declared per share

 

$

0.15

 

$

0.15

 

$

0.30

 

$

0.30

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:

 

 

 

 

 

 

 

 

 

Basic earnings per share from continuing operations

 

$

0.43

 

$

0.14

 

$

0.70

 

$

0.34

 

Basic earnings per share from discontinued operations

 

$

 

$

0.06

 

$

 

$

0.06

 

Basic earnings per share

 

$

0.43

 

$

0.19

 

$

0.70

 

$

0.40

 

Diluted earnings per share from continuing operations

 

$

0.42

 

$

0.14

 

$

0.69

 

$

0.34

 

Diluted earnings per share from discontinued operations

 

$

 

$

0.05

 

$

 

$

0.06

 

Diluted earnings per share

 

$

0.42

 

$

0.19

 

$

0.69

 

$

0.40

 

Weighted average common shares outstanding

 

97,174

 

92,083

 

97,994

 

86,667

 

Weighted average common and common equivalent shares outstanding

 

97,864

 

93,604

 

98,678

 

87,844

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

$

41,335

 

$

12,723

 

$

68,493

 

$

29,365

 

Income from discontinued operations, net of tax

 

 

5,103

 

 

5,458

 

Net income

 

$

41,335

 

$

17,826

 

$

68,493

 

$

34,823

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

4



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

41,601

 

$

18,059

 

$

69,258

 

$

34,929

 

Amortization of net periodic pension benefit costs, net of taxes

 

167

 

(39

)

80

 

(78

)

Unrealized gain on investments, net of taxes

 

479

 

 

604

 

 

Comprehensive income

 

42,247

 

18,020

 

69,942

 

34,851

 

Comprehensive (income) attributable to the noncontrolling interests

 

(266

)

(233

)

(765

)

(106

)

Comprehensive income attributable to Sinclair Broadcast Group

 

$

41,981

 

$

17,787

 

$

69,177

 

$

34,745

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

 

(In thousands) (Unaudited)

 

 

 

Sinclair Broadcast Group Shareholders

 

 

 

 

 

 

 

Class A
Common Stock

 

Class B
Common Stock

 

Additional
Paid-In

 

Accumulated

 

Accumulated
Other
Comprehensive

 

Noncontrolling

 

Total Equity

 

 

 

Shares

 

Values

 

Shares

 

Values

 

Capital

 

Deficit

 

Loss

 

Interests

 

(Deficit)

 

BALANCE, December 31, 2012

 

52,332,012

 

$

523

 

28,933,859

 

$

289

 

$

600,928

 

$

(713,697

)

$

(4,993

)

$

16,897

 

$

(100,053

)

Dividends declared on Class A and Class B Common Stock

 

 

 

 

 

 

(26,972

)

 

 

(26,972

)

Issuance of common stock, net of issuance costs

 

18,000,000

 

180

 

 

 

472,220

 

 

 

 

472,400

 

Class B Common Stock converted into Class A Common Stock

 

2,670,600

 

27

 

(2,670,600

)

(27

)

 

 

 

 

 

Class A Common Stock issued pursuant to employee benefit plans

 

538,828

 

5

 

 

 

8,012

 

 

 

 

8,017

 

Tax benefit on share based award

 

 

 

 

 

471

 

 

 

 

471

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

(9,714

)

(9,714

)

Class A Common Stock sold by variable interest entity, net of taxes

 

 

 

 

 

7,008

 

 

 

 

7,008

 

Amortization of net periodic pension benefit costs, net of taxes

 

 

 

 

 

 

 

(78

)

 

(78

)

Net income

 

 

 

 

 

 

34,823

 

 

106

 

34,929

 

BALANCE, June 30, 2013

 

73,541,440

 

$

735

 

26,263,259

 

$

262

 

$

1,088,639

 

$

(705,846

)

$

(5,071

)

$

7,289

 

$

386,008

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENT OF EQUITY

(In thousands) (Unaudited)

 

 

 

Sinclair Broadcast Group Shareholders

 

 

 

 

 

 

 

Class A
Common Stock

 

Class B
Common Stock

 

Additional
Paid-In

 

Accumulated

 

Accumulated
Other
Comprehensive

 

Noncontrolling

 

 

 

 

 

Shares

 

Values

 

Shares

 

Values

 

Capital

 

Deficit

 

Loss

 

Interests

 

Total Equity

 

BALANCE, December 31, 2013

 

74,145,569

 

$

741

 

26,028,357

 

$

260

 

$

1,094,918

 

$

(696,996

)

$

(2,553

)

$

9,334

 

$

405,704

 

Dividends declared and paid on Class A and Class B Common Stock

 

 

 

 

 

 

(29,284

)

 

 

(29,284

)

Repurchases of Class A Common Stock

 

(2,910,106

)

(29

)

 

 

(82,342

)

 

 

 

(82,371

)

Class A Common Stock issued pursuant to employee benefit plans

 

155,182

 

2

 

 

 

7,523

 

 

 

 

7,525

 

Tax benefit on share based awards

 

 

 

 

 

1,361

 

 

 

 

1,361

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

(2,704

)

(2,704

)

Other comprehensive income

 

 

 

 

 

 

 

684

 

 

684

 

Net income

 

 

 

 

 

 

68,493

 

 

765

 

69,258

 

BALANCE, June 30, 2014

 

71,390,645

 

$

714

 

26,028,357

 

$

260

 

$

1,021,460

 

$

(657,787

)

$

(1,869

)

$

7,395

 

$

370,173

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

7



Table of Contents

 

SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

69,258

 

$

34,929

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

Depreciation of property and equipment

 

49,630

 

29,827

 

Amortization of definite-lived intangible and other assets

 

49,717

 

31,548

 

Amortization of program contract costs and net realizable value adjustments

 

47,515

 

37,711

 

Loss on extinguishment of debt

 

 

16,283

 

Stock-based compensation

 

8,430

 

6,796

 

Deferred tax benefit

 

(10,569

)

(3,934

)

Change in assets and liabilities, net of acquisitions:

 

 

 

 

 

Decrease (increase) in accounts receivable, net

 

7,162

 

(28,124

)

Increase in prepaid expenses and other current assets

 

(11,643

)

(2,984

)

Decrease in accounts payable and accrued liabilities

 

(331

)

(18,176

)

Increase (decrease) in income taxes payable

 

16,995

 

(4,240

)

Payments on program contracts payable

 

(47,381

)

(45,375

)

Original debt issuance discount paid

 

 

(10,285

)

Other, net

 

1,201

 

9,394

 

Net cash flows from operating activities

 

179,984

 

53,370

 

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:

 

 

 

 

 

Acquisition of property and equipment

 

(26,587

)

(17,166

)

Payments for acquisition of television stations

 

 

(96,160

)

Payments for acquisition of assets in other operating divisions

 

(8,273

)

(4,650

)

Purchase of alarm monitoring contracts

 

(7,835

)

(6,284

)

Proceeds from sale of broadcast assets

 

 

27,992

 

Increase in restricted cash

 

(683

)

(33,634

)

Distributions from equity and cost method investees

 

1,522

 

3,271

 

Investments in equity and cost method investees

 

(6,167

)

(3,402

)

Proceeds from termination of life insurance policies

 

17,042

 

134

 

Proceeds from sale of assets in other operating divisions

 

 

5,516

 

Other, net

 

(325

)

(2,253

)

Net cash flows used in investing activities

 

(31,306

)

(126,636

)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from notes payable, commercial bank financing and capital leases

 

102,724

 

1,162,344

 

Repayments of notes payable, commercial bank financing and capital leases

 

(21,114

)

(991,724

)

Proceeds from the sale of Class A Common Stock

 

 

472,400

 

Repurchase of outstanding Class A Common Stock

 

(82,371

)

 

Dividends paid on Class A and Class B Common Stock

 

(29,284

)

(26,972

)

Payments for deferred financing costs

 

(235

)

(16,749

)

Proceeds from Class A Common Stock sold by variable interest entity

 

 

10,908

 

Noncontrolling interests distributions

 

(3,953

)

(9,714

)

Other, net

 

997

 

720

 

Net cash flows (used in) from financing activities

 

(33,236

)

601,213

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

115,442

 

527,947

 

CASH AND CASH EQUIVALENTS, beginning of period

 

280,104

 

22,865

 

CASH AND CASH EQUIVALENTS, end of period

 

$

395,546

 

$

550,812

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

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SINCLAIR BROADCAST GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Principles of Consolidation

 

The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and VIEs for which we are the primary beneficiary.  Noncontrolling interests represents a minority owner’s proportionate share of the equity in certain of our consolidated entities.  All intercompany transactions and account balances have been eliminated in consolidation.

 

Discontinued Operations

 

In accordance with Financial Accounting Standards Board’s (FASB) guidance on reporting assets held for sale, we reported the results of operations of our stations in Lansing, Michigan (WLAJ-TV) and Providence, Rhode Island (WLWC-TV), as discontinued operations consolidated statements of operations.  Discontinued operations have not been segregated in the consolidated statements of cash flows and, therefore, amounts for certain captions will not agree with the accompanying consolidated statements of operations.  The operating results of WLAJ-TV, which was sold effective March 1, 2013 for $14.4 million, and WLWC-TV, which was sold effective April 1, 2013 for $13.8 million, are not included in our consolidated results of operations from continuing operations for the three and six months ending June 30, 2013. Total revenues for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the six months ending June 30, 2013, were $0.6 million and $1.6 million, respectively.  Total income before taxes for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the six months ending June 30, 2013, are $0.2 million and $0.4 million, respectively. The resulting gain on the sale of these stations in 2013 was negligible.  Basic and diluted earnings per share from discontinued operations was less than $0.01 per share for the quarter ended June 30, 2013.

 

Interim Financial Statements

 

The consolidated financial statements for the three and six months ended June 30, 2014 and 2013 are unaudited.  In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statement of equity (deficit) and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements discussed below.

 

As permitted under the applicable rules and regulations of the Securities and Exchange Commission (SEC), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC.  The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.

 

Variable Interest Entities

 

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE.  We consolidate VIEs when we are the primary beneficiary.  The assets of each of our consolidated VIEs can only be used to settle the obligations of the VIE.  All the liabilities are non-recourse to us except for certain debt of VIEs which we guarantee.

 

We have entered into local marketing agreements (LMAs) to provide programming, sales and managerial services for seven television stations of Cunningham Broadcasting Company (Cunningham), the license owner of these television stations as of June 30, 2014.  We pay LMA fees to Cunningham and also reimburse all operating expenses.  We also have an acquisition agreement in which we have a purchase option to buy the license assets of these television stations which includes the FCC license and certain other assets used to operate the station (License Assets).  Our applications to acquire these FCC license related assets are pending FCC approval.  We also perform sales and other non-programming support services to two other stations owned by Cunningham (acquired in November 2013) pursuant to joint sales agreements (JSAs) and shared services agreements (SSAs).  We have purchase options to acquire the license assets of these stations.  We own the majority of the non-license assets of these nine Cunningham stations and we have guaranteed the debt of Cunningham.  We have determined that Cunningham and these nine stations are VIEs and that based on the terms of the agreements, the significance of our investment in the stations and our guarantee of the debt of Cunningham, we are the primary beneficiary of the variable interests because, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIEs through the services we provide and we absorb losses and returns that would be considered significant to Cunningham.  Effective July 31, 2014, concurrent

 

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with the Allbritton acquisition, we terminated the LMA with WTAT (FOX) in Charleston, SC and sold to Cunningham, the license owner of WTAT, the non-license assets related to this station for $14.0 million.  Although we have no continuing involvement in the operations of this station, because Cunningham is a consolidated VIE, the assets of WTAT will not be derecognized and the transaction will be accounted for as transaction between parties under common control.  Therefore no gain or loss will be recognized in the consolidated statement of operations upon the sale to Cunningham.  See Note 5. Related Person Transactions for more information on our arrangements with Cunningham.  The net revenues of these stations which we consolidate were $28.7 million and $26.5 million for the three months ended June 30, 2014 and 2013, respectively.  The net revenues of these stations which we consolidate were $56.4 million and $51.2 million for the six months ended June 30, 2014 and 2013, respectively. The fees paid between us and Cunningham pursuant to these arrangements are eliminated in consolidation.  See Changes in the Rules of Television Ownership, Joint Sale Agreements, and Local Marketing Agreements in Note 3. Commitment and Contingencies for discussion of recent changes in FCC rules related to JSAs.

 

We have certain LMAs and outsourcing agreements, including certain JSAs and SSAs, with certain other license owners under which we provide certain non-programming related sales, operational and administrative services, and programming for these LMAs.  The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms.  We own the majority of the non-license assets of these stations and in certain cases have guaranteed the debt of the licensee.  We also have purchase options to buy the assets of the licensees.  We have determined that these licensees (19 and 12 licenses as of June 30, 2014 and 2013, respectively) are VIEs, and, based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary of the variable interests because, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and because we absorb losses and returns that would be considered significant to the VIEs.  The net revenues of these stations which we consolidate were $43.1 million and $30.8 million for the three months ended June 30, 2014 and 2013, respectively. The net revenues of these stations which we consolidate were $81.8 million and $63.3 million for the six months ended June 30, 2014 and 2013, respectively.  The fees paid between us and other license owners pursuant to these arrangements are eliminated in consolidation.  See Changes in the Rules of Television Ownership, Joint Sale Agreements, and Local Marketing Agreement in Note 3. Commitment and Contingencies for discussion of recent changes in FCC rules related to JSAs.

 

As of the dates indicated, the carrying amounts and classification of the assets and liabilities of the VIEs mentioned above which have been included in our consolidated balance sheets for the periods presented (in thousands):

 

 

 

June 30,
2014

 

December 31,
2013

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

4,932

 

$

4,916

 

Accounts receivable

 

19,569

 

18,468

 

Current portion of program contract costs

 

5,164

 

10,725

 

Prepaid expenses and other current assets

 

443

 

247

 

Total current assets

 

30,108

 

34,356

 

 

 

 

 

 

 

PROGRAM CONTRACT COSTS, less current portion

 

4,830

 

5,075

 

PROPERTY AND EQUIPMENT, net

 

14,376

 

11,081

 

GOODWILL

 

6,357

 

6,357

 

BROADCAST LICENSES

 

16,768

 

16,768

 

DEFINITE-LIVED INTANGIBLE ASSETS, net

 

97,297

 

97,496

 

OTHER ASSETS

 

23,370

 

22,935

 

Total assets

 

$

193,106

 

$

194,068

 

LIABILITIES

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

44

 

$

86

 

Accrued liabilities

 

3,532

 

2,536

 

Current portion of notes payable, capital leases and commercial bank financing

 

5,731

 

5,731

 

Current portion of program contracts payable

 

4,364

 

11,552

 

Total current liabilities

 

13,671

 

19,905

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

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

 

46,960

 

49,850

 

Program contracts payable, less current portion

 

6,504

 

6,597

 

Long term liabilities

 

9,542

 

10,838

 

Total liabilities

 

$

76,677

 

$

87,190

 

 

The amounts above represent the consolidated assets and liabilities of the VIEs described above, for which we are the primary beneficiary, and have been aggregated as they all relate to our broadcast business.  Excluded from the amounts above are payments made to Cunningham under the LMAs, a portion of which is treated as a prepayment of the purchase price of the stations, and capital leases between us and Cunningham which are eliminated in consolidation.  The total payments made under these LMAs as

 

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of June 30, 2014 and December 31, 2013, which are excluded from liabilities above, were $34.2 million and $32.4 million, respectively.  The total capital lease liabilities excluded from above were $11.2 million as of June 30, 2014 and December 31, 2013, respectively.  Also excluded from the amounts above are liabilities associated with the certain LMAs and outsourcing agreements and purchase options with certain VIEs totaling $62.2 million and $59.9 million as of June 30, 2014 and December 31, 2013, respectively, as these amounts are eliminated in consolidation.  The risk and reward characteristics of the VIEs are similar.

 

We have investments in other real estate ventures and investment companies which are considered VIEs.  However, we do not participate in the management of these entities including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.  We account for these entities using the equity or cost method of accounting.

 

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary as of June 30, 2014 and December 31, 2013 was $24.4 million and $26.7 million, respectively, which are included in other assets in the consolidated balance sheets.  Our maximum exposure is equal to the carrying value of our investments.  The income and loss related to these investments are recorded in income from equity and cost method investments in the consolidated statement of operations.  We recorded income of $0.7 million and $0.9 million in the three and six months ended June 30, 2014 and $0.3 million and $0.7 million in the three and six months ended June 30 2013, respectively.

 

Recent Accounting Pronouncements

 

In April 2014, the FASB issued new guidance that changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of and represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The revised guidance will become effective for annual fiscal periods beginning after December 15, 2014.  Under the revised guidance, we expect that it will be less likely for any future sales of assets, asset groups, or stations to be considered discontinued operations because such sales would need to represent a strategic shift and have a major effect on our future operations.  Historically, under the previous guidance, sales of minor components of our business were required to be classified as discontinued operations.

 

In May 2014, the FASB issued new guidance on revenue recognition for revenue from contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. This new standard is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted and the standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact of this requirement on our financial statements.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities.  Actual results could differ from those estimates.

 

Restricted Cash

 

During 2014 and 2013, we entered into certain definitive agreements to purchase assets related to pending acquisitions, which required certain deposits to be made into escrow accounts. As of June 30, 2014 and December 31, 2013, we held $12.4 million and $11.4 million, respectively, in restricted cash classified as noncurrent related to the amounts held in escrow for these acquisitions.

 

Revenue Recognition

 

Total revenues include: (i) cash and barter advertising revenues, net of agency commissions; (ii) retransmission consent fees; (iii) network compensation; (iv) other broadcast revenues and (v) revenues from our other operating divisions.

 

Advertising revenues, net of agency commissions, are recognized in the period during which time spots are aired.

 

Our retransmission consent agreements contain both advertising and retransmission consent elements.  We have determined that our retransmission consent agreements are revenue arrangements with multiple deliverables.  Advertising and retransmission consent deliverables sold under our agreements are separated into different units of accounting at fair value.   Revenue applicable to the advertising element of the arrangement is recognized similar to the advertising revenue policy noted above.  Revenue applicable to the retransmission consent element of the arrangement is recognized over the life of the agreement.

 

Network compensation revenue is recognized over the term of the contract. All other revenues are recognized as services are provided.

 

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Share Repurchase Program

 

On October 28, 1999, we announced a $150.0 million share repurchase program, which was renewed on February 6, 2008.   On March 20, 2014, the Board of Directors authorized an additional $150.0 million share repurchase authorization. There is no expiration date, and currently management has no plans to terminate this program.  For the six months ended June 30, 2014, we have purchased approximately 2.9 million shares for $82.4 million.  For the three months ended June 30, 2014, we purchased zero shares.  As of June 30, 2014, the total remaining authorization was $185.1 million.

 

Income Taxes

 

Our income tax provision for all periods consists of federal and state income taxes.  The tax provision for the three and six months ended June 30, 2014 and 2013 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized.  In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies and forecasts of future taxable income.  In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis.  A valuation allowance has been provided for deferred tax assets related to a substantial portion of our available state net operating loss (NOL) carryforwards, based on past operating results, expected timing of the reversals of existing temporary book/tax basis differences, alternative tax strategies and projected future taxable income.

 

Our effective income tax rate for the three and six months ended June 30, 2014 approximated the statutory rate. Our effective income tax rate for the three months and six months ended June 30, 2013 was greater than the statutory rate primarily due to an increase in the state income tax reserves related to an ongoing audit.

 

We believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $11.0 million, in the next twelve months, as a result of expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

 

Reclassifications

 

Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.

 

2.              ACQUISITIONS

 

Fisher Communications

 

Effective August 8, 2013, we completed the acquisition of all of the outstanding common stock of Fisher Communications, Inc. (Fisher). We paid $373.2 million to the shareholders of the Fisher common stock, representing $41.0 per common share. We financed the total purchase price with cash on hand. Fisher owns certain broadcast assets related to the following twenty-two stations, and four radio stations in 8 markets along with the respective network affiliation or program service arrangements: KOMO (ABC) and KUNS (Univision) in Seattle-Tacoma, WA; KATU (ABC), KUNP(Univision), and KUNP-LP (Univision) in Portland, OR; KLEW (CBS) in Spokane, WA; KBOI (CBS) and KYUU-LD (CW) in Boise, ID; KVAL (CBS), KCBY (CBS), KPIC (CBS), KMTR (NBC), KMCB (NBC), and KTCW (NBC) in Eugene, OR; KIMA (CBS), KEPR (CBS), KUNW-CD (Univision), and KVVK-CD (Univision), in Yakima/Pasco/Richland/Kennewick, WA; KBAK (CBS) and KBFX-CD (FOX) in Bakersfield, CA; as well as KIDK (CBS/FOX) and KXPI (FOX) in Idaho Falls/Pocatello, ID. The four radio stations are: KOMO (AM/FM), KPLZ (FM) and KVI (AM) in the Seattle/Tacoma, WA market.  This acquisition provides expansion into additional markets and increases value based on the synergies we can achieve.

 

The results of the acquired operations are included in the financial statements of the Company beginning on August 8, 2013.  Under the acquisition method of accounting, the purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values.  The allocation reflects the consolidation of net assets of the third party which owns the license and related assets of KMTR in Eugene, OR, which we have consolidated, as the licensee is considered to be a VIE and we are the primary beneficiary of the variable interests. Additionally, another third party that performs certain services pursuant to an outsourcing agreement to our stations in Idaho Falls, ID (KIDK and KXPI), exercised an existing purchase option to purchase the broadcast assets of the two stations for $6.3 million, which closed in November 2013.  The assets of these stations were classified as assets held for sale in the initial purchase price allocation.  The purchase price allocation is preliminary pending a final determination of the fair values of the assets and

 

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Table of Contents

 

liabilities. The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

 

Cash

 

$

13,531

 

Accounts receivable

 

29,962

 

Prepaid expenses and other current assets

 

19,133

 

Program contract costs

 

11,427

 

Property and equipment

 

73,968

 

Broadcast licenses

 

30,977

 

Definite-lived intangible assets

 

166,378

 

Other assets

 

7,683

 

Assets held for sale

 

6,339

 

Accounts payable and accrued liabilities

 

(20,127

)

Program contracts payable

 

(10,977

)

Deferred tax liability

 

(74,877

)

Other long-term liabilities

 

(22,127

)

Fair value of identifiable net assets acquired

 

231,290

 

Goodwill

 

142,959

 

Less: fair value of non-controlling interests

 

(1,053

)

Total

 

$

373,196

 

 

The preliminary allocation 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.  The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $117.5 million, the decaying advertiser base of $18.1 million, and other intangible assets of $30.8 million.  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.  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.  We expect that goodwill deductible for tax purposes will be approximately $11.1 million.  Certain measurement period adjustments have been made since the initial allocation in the third quarter of 2013, which were not material to our consolidated financial statements.

 

Net broadcast revenues and operating income of the Fisher stations included in our consolidated statements of operations, were $45.1 million and $6.0 million for the three months ended June 30, 2014, and $84.3 million and $6.5 million for the six months ended June 30, 2014, respectively.

 

Barrington

 

Effective November 22, 2013, we completed the acquisition of the broadcast assets of Barrington Broadcasting Company, LLC for $370.0 million, less working capital of $2.4 million, and entered into agreements to operate or provide sales and administrative services to another five stations.  The purchase price includes $7.5 million paid by third parties for the license related assets of certain stations. The acquired assets relate to the following twenty four stations located in fifteen markets along with the respective network affiliation or program service arrangements: WEYI (NBC) and WBSF (CW) in Flint/Saginaw/Bay City/Midland, MI; WNWO (NBC) in Toledo, OH; WACH (FOX) in Columbia, SC; WSTM (NBC), WTVH (CBS) and WSTQ (CW) in Syracuse, NY; KGBT (CBS) in Harlingen/Weslaco/Brownsville/McAllen, TX; KXRM (FOX) and KXTU (CW) in Colorado Springs, CO; WPDE (ABC) and WWMB (CW) in Myrtle Beach/Florence, SC; WHOI (ABC) in Peoria/Bloomington, IL; WPBN/WTOM (NBC),  and WGTU/WGTQ (ABC) in Traverse City/Cadillac, MI; KVII (ABC) and KVIH (ABC) in Amarillo, TX; KRCG (CBS) in Columbia/Jefferson City, MO; WFXL (FOX) in Albany, GA; KHQA (CBS) in Quincy, IL/Hannibal, MO/Keokuk, IA; WLUC (NBC) in Marquette, MI; and KTVO (ABC) in Ottumwa, IA/Kirksville, MO.

 

Concurrent with the Barrington acquisition, due to FCC conflict ownership rules, we sold our station, WSYT (FOX), and assigned its LMA with WNYS (MNT), in Syracuse, NY to a third party for $15 million, and recognized a loss on sale of approximately $3.3 million.  We also sold our station, WYZZ (FOX) in Peoria, IL, which currently receives non-programming related sales, operational and administrative services from Nexstar Broadcasting pursuant to certain outsourcing agreements, to Cunningham for $22.0 million. Although we have no continuing involvement in the operations of this station, because Cunningham is a consolidated VIE and we have a purchase plan option to acquire these assets from Cunningham, the assets of WYZZ were not derecognized and the transaction was accounted for as a transaction between parties under common control.  Thus no gain or loss has been recognized in the consolidated statement of operations for sale of WYZZ.

 

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The results of the acquired operations are included in the financial statements of the Company beginning on November 22, 2013. Under the acquisition method of accounting, the initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values.  The allocation reflects the consolidation of net assets of the third party licensees which own the license and related assets of WEYI and WBSF in Flint, MI, WWMB in Myrtle Beach, SC and WGTU/WGTQ in Traverse City, MI, which we have consolidated, as the licensees are considered to be VIEs and we are the primary beneficiary of the variable interests.  The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities. The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

 

Prepaid expenses and other current assets

 

$

681

 

Program contract costs

 

3,960

 

Property and equipment

 

73,621

 

Broadcast licenses

 

2,948

 

Definite-lived intangible assets

 

217,818

 

Accounts payable and accrued liabilities

 

(2,725

)

Program contracts payable

 

(3,813

)

Other long-term liabilities

 

(65

)

Fair value of identifiable net assets acquired

 

292,425

 

Goodwill

 

75,261

 

Total

 

$

367,686

 

 

The preliminary allocation 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.  The amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $101.0 million, the decaying advertiser base of $42.0 million, and other intangible assets of $74.8 million.  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 15 years for the other intangible assets.  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.  We expect that goodwill will be deductible for tax purposes.  The initial purchase price allocation is based upon all information available to us at the present time and is subject to change, and such changes could be material.

 

Net broadcast revenues and operating income of the Barrington stations included in our consolidated statements of operations, were $41.3 million and $5.5 million for the three months ended June 30, 2014, and $80.4 million and $15.7 million for the six months ended June 30, 2014, respectively.

 

During the three months ended June 30, 2014, we made certain immaterial measurement period adjustments to the initial purchase accounting for the Fisher and Barrington acquisitions, resulting in reclassifications between certain noncurrent assets and noncurrent liabilities, including an increase to property and equipment of approximately $31 million, an increase to broadcast licenses of $22 million, an increase to noncurrent deferred tax liabilities of $24 million, and a decrease to goodwill of $37 million, as well as a corresponding increase to depreciation expense and amortization expense of $1.3 million and $1.5 million, respectively.

 

Pro Forma Information

 

The following table sets forth unaudited pro forma results of continuing operations for the three and six months ended June 30, 2013, assuming that the acquisitions of the Fisher and Barrington stations discussed above, along with transactions necessary to finance the acquisitions, occurred at the beginning of the annual period presented (in thousands, except per share data):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2013

 

Total revenues

 

$

390,544

 

$

741,649

 

Net Income

 

$

16,009

 

$

24,889

 

Net Income attributable to Sinclair Broadcast Group from continuing operations

 

$

15,776

 

$

24,783

 

Basic earnings per share attributable to Sinclair Broadcast Group from continuing operations

 

$

0.12

 

$

0.22

 

Diluted earnings per share attributable to Sinclair Broadcast Group from continuing operations

 

$

0.11

 

$

0.22

 

 

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This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not indicative of what our results would have been had we operated the businesses since the beginning of the annual period presented because the pro forma results do not reflect expected synergies.  The pro forma adjustments reflect depreciation expense, amortization of intangibles and amortization of program contract costs related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing and transaction related costs, alignment of accounting policies and the related tax effects of the adjustments.  Depreciation and amortization expense are higher than amounts recorded in the historical financial statements of the acquirees due to the fair value adjustments recorded for long-lived tangibles and intangible assets in purchase accounting.

 

Other Acquisitions

 

In addition to the Fisher and Barrington acquisitions, we acquired nineteen television stations during the year ended December 31, 2013 in ten markets, of which five stations in four of the ten markets were acquired from Cox Media Group (Cox) in May 2013. Additionally, ten of the nineteen stations were acquired in four markets from TTBG LLC (TTBG) during September 2013 and October 2013. The initial purchase price allocated includes $272.7 million paid for certain broadcast assets of these stations, working capital of $9.5 million, and $0.7 million paid by certain VIEs for the license assets of certain of these stations owned by VIEs that we consolidate.  The purchase price allocations, except for the stations acquired from Cox, are preliminary pending a final determination of the fair values of the assets and liabilities. The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

 

Accounts receivable

 

$

8,226

 

Prepaid expenses and other current assets

 

5,217

 

Program contract costs

 

6,182

 

Property and equipment

 

54,148

 

Deferred tax asset

 

3,888

 

Broadcast licenses

 

3,736

 

Definite-lived intangible assets

 

147,191

 

Accrued liabilities

 

(3,926

)

Program contracts payable

 

(6,331

)

Other long term liabilities

 

(10,300

)

Fair value of identifiable net assets acquired

 

208,031

 

Goodwill

 

74,847

 

Total

 

$

282,878

 

 

The initial purchase price allocations are based upon all information available to us at the present time and are subject to change.  Certain measurement period adjustments have been made since the initial allocation in 2013, which were not material to our consolidated financial statements.  The definite-lived intangible assets in the table above will be amortized over the remaining useful lives of 15 years for network affiliations, 10 years for decaying advertiser base, and a weighted average of 14 years for the other intangible assets.  Net broadcast revenues and operating income for the three months ended June 30, 2014 related to stations acquired in 2013 were $23.8 million and $4.9 million, respectively, and $54.6 million and $8.9 million for the six months ended June 30, 2014, respectively.

 

3.              COMMITMENTS AND CONTINGENCIES:

 

Litigation

 

We are a party to lawsuits and claims from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. After reviewing developments to date with legal counsel, our management is of the opinion that the outcome of our pending and threatened matters will not have a material adverse effect on our consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows.

 

Various parties have filed petitions to deny our applications or our LMA partners’ applications for the following stations’ license renewals: WXLV-TV, Winston-Salem, North Carolina; WMYV-TV, Greensboro, North Carolina; WLFL-TV, Raleigh / Durham, North Carolina; WRDC-TV, Raleigh / Durham, North Carolina; WLOS-TV, Asheville, North Carolina, WMMP-TV, Charleston, South Carolina; WTAT-TV, Charleston, South Carolina; WMYA-TV, Anderson, South Carolina; WICS-TV Springfield, Illinois; WBFF-TV, Baltimore, Maryland; KGAN-TV, Cedar Rapids, Iowa; WTTE-TV, Columbus, Ohio; WRGT-TV, Dayton, Ohio; WVAH-TV, Charleston / Huntington, West Virginia; WCGV-TV, Milwaukee, Wisconsin; WTTO-TV, Birmingham, AL; KXVO-

 

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TV, Omaha, NE (acquired on October 1, 2013); WPMI-TV, Mobile, AL; WWHO-TV, Chillicothe, OH and WUTB-TV in Baltimore, MD. The FCC is in the process of considering the renewal applications and we believe the petitions have no merit.

 

Changes in the Rules of Television Ownership, Joint Sale Agreements, and Local Marketing Agreements

 

On March 12, 2014, the FCC issued a public notice with respect to the processing of broadcast television applications proposing sharing arrangements and contingent interests.  The public notice indicated that the FCC will closely scrutinize any application that proposes that two or more stations in the same market that will enter into an agreement to share facilities, employees and/or services or to jointly acquire programming or sell advertising including through a JSA, LMA or similar agreement and enter into an option, right of first refusal, put /call arrangement or other similar contingent interest, or a loan guarantee. We cannot now predict what actions the FCC may require in connection with the processing of applications for FCC consent to pending transactions.  In addition, on March 31, 2014, the FCC issued rules that would consider a company an owner of a station if it has a JSA that allows for sale of more than 15% of the ad time on a particular station.  Parties to such agreements must come into compliance with these new rules by June 19, 2016.   Among other things, the rule could limit our ability to create duopolies or other two-station operations in certain markets.  We are currently evaluating whether to seek one or more waivers of the new rules, or to modify or terminate our current JSAs. We cannot predict whether we will be able to terminate or restructure such arrangements on terms that are as advantageous to us as the current arrangements. The rule has been appealed to the United States Court of Appeals for the District of Columbia Circuit and we cannot predict the outcome of that proceeding.  The revenues of these JSA arrangements we earned during the three and six months ended June 30, 2014 were $11.5 million and $22.1 million, and $8.3 million and $15.1 million for the three and six months ended June 30, 2013, respectively.

 

In its Order approving the Allbritton transaction, the FCC expressed concerns regarding an LMA that had existed between Sinclair and Cunningham in the Charleston market, and that it believed Sinclair apparently violated the local TV ownership rule with respect to its continued operation of that LMA.  The same agreement that governs the Charleston LMA also governs LMAs between Sinclair and Cunningham in three other markets.  The existence of the Charleston LMA was repeatedly disclosed to the Commission over many years, during which Sinclair relied on a June 20, 2001, Stay Order issued by the United States Court of Appeals for the District of Columbia Circuit, which specifically stated that “the time for Sinclair to come into compliance with the Commission’s ‘eight voices standard’ … is hereby stayed pending further order of the court.”  No further order has been issued by the Court with respect to that stay.  Sinclair is in the process of preparing a submission to the FCC with regard to the LMA.  We cannot predict what steps, if any, the FCC will take in the future with respect to the now terminated Charleston LMA.

 

Pending Acquisitions

 

Effective July 31, 2014, we completed the acquisition of all of the outstanding common stock of Perpetual Corporation and equity interest of Charleston Television, LLC (Allbritton) for $985.0 million plus working capital of $53.4 million.  We financed the total purchase price with proceeds from the issuance of 5.625% senior unsecured notes, a draw on our amended bank credit agreement, and cash on hand.  See Note 4. Notes Payable and Commercial Bank Financing.  Allbritton owned certain broadcast assets related to the following nine stations along with the respective network affiliation or program service arrangements: WHTM (ABC) in Harrisburg/Lancaster/York, PA; WJLA (ABC) in Washington, DC; WBMA(ABC), WCFT (ABC), and WJSU(ABC), in Birmingham, AL; KATV (ABC) in Little Rock/Pine Bluff, AR; KTUL (ABC) in Tulsa, OK; WSET (ABC) in Roanoke/Lynchburg, VA; and WCIV (ABC), Charleston, SC markets, and NewsChannel 8, a 24-hour cable/satellite news network covering the Washington, D.C. metropolitan area.  In conjunction with the acquisition, we agreed to surrender for cancellation the FCC licenses of WCFT, WJSU, and WCIV by September 29, 2014, terminated our LMA in Charleston, SC with WTAT (FOX) and sold the non-license assets of WTAT to Cunningham for $14.0 million.  We have entered into an agreement to sell the license and related assets of WHTM to Media General Operations, Inc. (Media General) subject to approval of the FCC, antitrust clearance, and other customary closing conditions.  The ABC and other programming of WCFT, WJSU, and WCIV will be carried as multicast signals on our existing stations in their respective markets.  This acquisition provides expansion into additional markets and increases value based on the synergies we expect to achieve.

 

In September 2013, we entered into a definitive agreement to purchase the broadcast assets of eight television stations owned by New Age Media located in three markets, for an aggregate purchase price of $90.0 million. The original contemplated transaction involved Wilkes/Barre/Scranton, PA - WSWB, Tallahassee, FL - WTLH and WTLF and Gainesville, FL - WNBW to be purchased by a third party and we would provide sales and other non-programming support services to each of these stations, pursuant to customary shared services and joint sales agreements.  We expect that this transaction will be modified in order to comply with a recently issued FCC order. The transaction is expected to close during the second half of 2014, subject to approval of the FCC and other customary closing conditions.  We expect to fund the purchase price through cash on hand and/or our bank credit facility.

 

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4.              NOTES PAYABLE AND COMMERCIAL BANK FINANCING

 

On July 23, 2014, we issued $550.0 million in senior unsecured notes, which bear interest at a rate of 5.625% per annum and mature on August 1, 2024 (the 5.625% Notes), pursuant to an indenture dated July 23, 2014 (the 5.625% Indenture).  The 5.625% Notes were priced at 100% of their par value and interest is payable semi-annually on February 1 and August 1, commencing on February 1, 2015.  Prior to August 1, 2019, we may redeem the 5.625% Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the 5.625% Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium as set forth in the 5.625% Indenture.  In addition, on or prior to August 1, 2019, we may redeem up to 35% of the 5.625% Notes, using proceeds of certain equity offerings.  If we sell certain of our assets or experience specific kinds of changes of control, the holders of the 5.625% Notes may require us to repurchase some or all of the notes.  The proceeds from the offering of the 5.625% Notes, together with borrowings under our Bank Credit Agreement and cash on hand, were used to finance the acquisition of the Allbritton companies on July 1, 2014.  Concurrent with entering into the 5.625% Indenture in July 2013, we also entered into a registrations rights agreement requiring us to file a registration statement covering an offer to exchange of the 5.625% Notes for registered securities with the Securities and Exchange Commission (the SEC) to be effective by April 19, 2015.

 

On July 31, 2014, we entered into an amendment and restatement (the Amendment) of our bank credit agreement (as amended, the Bank Credit Agreement).  Pursuant to the Amendment, we raised $400.0 million of incremental term loan B commitments.  The incremental term loan matures in July 2021.  The term loan was issued at 99.75% of par and bears interest at LIBOR plus 2.75% with a 0.75% LIBOR floor.  The proceeds, together with the 5.625% Notes and cash on hand were used to finance the acquisition of the Allbritton companies on July 31, 2014.  Additionally, in connection with the Amendment, $327.7 million of term loan A, including $72.5 million of the remaining $108.2 million delayed draw term loan A commitments, were converted into revolving commitments.  As of closing, we have $361.2 million of committed term loan A, which consists of $325.5 million currently outstanding and $35.7 million under the delayed draw to be borrowed on or before December 31, 2014, and we have $485.2 million in revolving commitments.  We also amended certain terms of the Bank Credit Agreement, including increased flexibility in dispositions related to requirements of regulatory authorities, an increase in the non-TV/Radio acquisition capacity, the elimination of certain maintenance financial covenants, an increase to the first lien indebtedness maintenance test, and increased flexibility under certain restrictive covenants.

 

We expect to incur $14.6 million in financing costs related to the issuance of the 5.625% Notes and the Amendment, which we expect to capitalize as deferred financing costs.

 

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5.              EARNINGS PER SHARE

 

The following table reconciles income (numerator) and shares (denominator) used in our computations of diluted earnings per share for the periods presented (in thousands):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Income (Numerator)

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

41,601

 

$

12,956

 

$

69,258

 

$

29,471

 

Income impact of assumed conversion of the 4.875% Notes, net of taxes

 

 

45

 

 

90

 

Income impact of assumed conversion of the 3.0% Notes, net of taxes

 

 

26

 

 

53

 

Net (income) attributable to noncontrolling interests included in continuing operations

 

(266

)

(233

)

(765

)

(106

)

Numerator for diluted earnings per common share from continuing operations available to common shareholders

 

41,335

 

12,794

 

68,493

 

29,508

 

Income from discontinued operations, net of taxes

 

 

5,103

 

 

5,458

 

Numerator for diluted earnings available to common shareholders

 

$

41,335

 

$

17,897

 

$

68,493

 

$

34,966

 

 

 

 

 

 

 

 

 

 

 

Shares (Denominator)

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

97,174

 

92,083

 

97,994

 

86,667

 

Dilutive effect of stock settled appreciation rights, restricted stock awards and outstanding stock options

 

690

 

871

 

684

 

547

 

Dilutive effect of 4.875% Notes

 

 

339

 

 

339

 

Dilutive effect of 3.0% Notes

 

 

311

 

 

311

 

Weighted-average common and common equivalent shares outstanding

 

97,864

 

93,604

 

98,678

 

87,864

 

 

There are no potentially dilutive securities representing shares of common stock for the three and six months ended June 30, 2014 and 2013.

 

6.              RELATED PERSON TRANSACTIONS

 

Transactions with our controlling shareholders. David, Frederick, J. Duncan and Robert Smith (collectively, the controlling shareholders) are brothers and hold substantially all of the Class B Common Stock and some of our Class A Common Stock.  We engaged in the following transactions with them and/or entities in which they have substantial interests.

 

Leases.  Certain assets used by us and our operating subsidiaries are leased from Cunningham Communications Inc., Keyser Investment Group, Gerstell Development Limited Partnership and Beaver Dam, LLC (entities owned by the controlling shareholders).  Lease payments made to these entities were $1.3 million and $1.4 million for the three months ended June 30, 2014 and 2013 and $2.8 million and $2.5 million for the six months ended June 30, 2014 and 2013, respectively.

 

Charter Aircraft.  From time to time, we charter aircraft owned by certain controlling shareholders.  We incurred $0.3 million and $0.2 million for the three months ended June 30, 2014 and 2013, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2014 and 2013, respectively.

 

Cunningham Broadcasting Corporation.  As of June 30, 2014, Cunningham was the owner-operator and FCC licensee of: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WTAT-TV Charleston, South Carolina; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; and WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan (collectively, the Cunningham Stations) and WYZZ Peoria/Bloomington, IL.

 

During the first quarter of 2013, the estate of Carolyn C. Smith, a parent of our controlling shareholders, distributed all of the non-voting stock owned by the estate to our controlling shareholders, and a portion was repurchased by Cunningham for $1.7 million in the aggregate.   During the second quarter of 2014, Cunningham purchased the remaining amount of non-voting stock from the controlling shareholders for an aggregate purchase price of $2.0 million.  The estate of Mrs. Smith currently owns all of the voting stock.  The sale of the voting stock by the estate to an unrelated party is pending approval of the FCC.  We have options from the trusts, which grant us the right to acquire, subject to applicable FCC rules and regulations, 100% of the voting and nonvoting stock of Cunningham. We also have options from each of Cunningham’s subsidiaries, which are the FCC licensees of the Cunningham

 

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stations, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of Cunningham’s individual subsidiaries. In July 2014, concurrent with the Allbritton acquisition, the option to acquire WTAT was terminated.

 

In addition to the option agreements, as of June 30, 2014, certain of our stations provide programming, sales and managerial services pursuant to LMAs to seven of their stations: WNUV-TV, WRGT-TV, WVAH-TV, WTAT-TV, WMYA-TV, WTTE-TV, and WDBB-TV (collectively, the Cunningham LMA Stations). Each of these LMAs has a current term that expires on July 1, 2016 and there are three additional 5- year renewal terms remaining with final expiration on July 1, 2031. Effective November 5, 2009, we entered into amendments and/or restatements of the following agreements between Cunningham and us: (i) the LMAs, (ii) option agreements to acquire Cunningham stock and (iii) certain acquisition or merger agreements relating to the Cunningham LMA Stations.

 

Pursuant to the terms of the LMAs, options and other agreements, beginning on January 1, 2010 and ending on July 1, 2012, we were obligated to pay Cunningham the sum of approximately $29.1 million in 10 quarterly installments of $2.75 million and one quarterly payment of approximately $1.6 million, which amounts were used to pay down Cunningham’s bank credit facility and which amounts were credited toward the purchase price for each Cunningham station. An additional $1.2 million was paid on July 1, 2012 and another installment of $2.75 million was paid on October 1, 2012 as an additional LMA fee and was used to pay off the remaining balance of Cunningham’s bank credit facility. The aggregate purchase price of the television stations, which was originally $78.5 million pursuant to certain acquisition or merger agreements subject to 6% annual increases, was decreased by each payment made by us to Cunningham, through 2012, up to $29.1 million in the aggregate; pursuant to the foregoing transactions with Cunningham as such payments were made. Beginning on January 1, 2013, we are obligated to pay Cunningham an annual LMA fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue and (ii) $5.0 million, of which a portion of this fee will be credited toward the purchase price to the extent of the annual 6% increase. The remaining purchase price as of June 30, 2014 was approximately $57.1 million. Additionally, we reimburse Cunningham for 100% of its operating costs. In July 2014, concurrent with the Allbritton acquisition, the LMA related to WTAT was terminated and the total LMA fee was reduced to $4.7 million to remove the fee associated with WTAT.

 

In November 2013, concurrent with our acquisition of the Barrington stations, Cunningham acquired the license related assets of WBSF-TV and WGTU-TV/WGTQ-TV, which was funded by bank debt, for which we have provided a guarantee. We provide certain non-programming related sales, operational and administrative services to these stations pursuant to certain outsourcing agreements. The agreements for WBSF-TV and WGTU-TV/WGTQ-TV expire in November 2021 and August 2015, respectively, and each has renewal provisions for successive eight year periods. Under these arrangements, we earned $1.1 million and $1.9 million from the services we perform for these stations for the three and six months ended June 30, 2014, respectively. As we consolidate the licensees as VIEs, the amounts we earn under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported within our consolidated statement of operations. For the three and six months ended June 30, 2014, our consolidated revenues include $1.9 million and $3.4 million related to these stations, respectively.

 

Also, concurrent with the Barrington acquisition, we also sold our station, WYZZ (FOX) in Peoria, IL, which currently receives non-programming related sales, operational and administrative services from Nexstar Broadcasting pursuant to certain outsourcing agreements, to Cunningham for $22 million. In July 2014, concurrent with the Allbritton acquisition we terminated the LMA with WTAT (FOX) in Charleston, SC and sold Cunningham the non-license assets related to this station for $14.0 million. Although we have no continuing involvement in the operations of these stations, because Cunningham is a consolidated VIE the assets of WYZZ and WTAT were not derecognized and the transactions were accounted for as transactions between parties under common control, therefore no gain or loss will be recognized in the consolidated statement of operations upon sale to Cunningham. Additionally, we have a purchase option to acquire the assets of WYZZ from Cunningham.

 

During October 2013, we purchased the outstanding membership interests of KDBC-TV from Cunningham for $21.2 million, plus a working capital adjustment of $0.2 million. See Other Acquisitions within Note 2. Acquisitions, for further information.

 

We made payments to Cunningham under our LMAs and other agreements with the Cunningham LMA Stations of $2.8 million and $2.6 million for the three months ended June 30, 2014 and 2013, respectively, and $7.3 million and $4.5 million for the six months ended June 30, 2014 and 2013, respectively. For the three months ended June 30, 2014 and 2013, Cunningham LMA Stations provided us with approximately $29.2 million, and $26.5 million, respectively, and approximately $56.4 million and $51.2 million for the six months ended June 30, 2014 and 2013, respectively, of total revenue. The financial statements for Cunningham are included in our consolidated financial statements for all periods presented.

 

Atlantic Automotive.  We sold advertising time to and purchased vehicles and related vehicle services from Atlantic Automotive Corporation (Atlantic Automotive), a holding company that owns automobile dealerships and an automobile leasing company.  David D. Smith, our President and Chief Executive Officer, has a controlling interest in, and is a member of the Board of Directors of Atlantic Automotive. We received payments for advertising time totaling $0.1 million and less than $0.1 million for the three months ended June 30, 2014 and 2013, respectively, and $0.1 million for both the six months ended June 30, 2014 and 2013, respectively. We paid $0.4 million and $0.8 million for vehicles and related vehicle services from Atlantic Automotive for the three and six months ended June 30, 2013, respectively. No payments were made for the three and six months ended June 30, 2014.

 

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Additionally, in August 2011, Atlantic Automotive entered into an office lease agreement with Towson City Center, LLC (Towson City Center), a subsidiary of one of our real estate ventures, and began occupying the space in June 2012.  Atlantic Automotive paid $0.3 million and $0.2 million in rent during the three months ended June 30, 2014 and 2013, respectively, and $0.5 million and $0.4 million for the six months ended June 30, 2014 and 2013, respectively.

 

Leased property by real estate ventures. Certain of our real estate ventures have entered into leases with entities owned by David Smith to lease restaurant space. There are leases for three restaurants in a building owned by one of our consolidated real estate ventures in Baltimore, MD.  Total rent received under these leases was $0.1 million and less than $0.1 million for the three months ended June 30, 2014 and 2013, respectively, and $0.2 million and less than $0.1 million for the six months ended June 30, 2014 and 2013, respectively. There is also one lease for a restaurant in a building owned by one of our real estate ventures, accounted for under the equity method, in Towson, MD. We received under this lease less than $0.1 million and $0.1 million for the three and six months ending June 30, 2014, respectively. No payments related to this property were received for the three and six months ended June 30, 2013.

 

Thomas & Libowitz P.A.  Steven A. Thomas, a partner and founder of Thomas & Libowitz, P.A. (Thomas & Libowitz), a law firm providing legal services to us on an ongoing basis, is the son of a former member of the Board of Directors, Basil A. Thomas. Mr. Thomas resigned from Board of Directors effective September 2013. We paid fees of $0.5 million and $1.0 million to Thomas & Libowitz for the three and six months ended June 30, 2013, respectively.

 

7.              SEGMENT DATA

 

We measure segment performance based on operating income (loss).  Excluding discontinued operations, our broadcast segment includes stations in 71 markets located throughout the continental United States. The operating results of WLAJ-TV and WLWC-TV, which were sold effective March 1, 2013 and April 1, 2013, respectively, are classified as discontinued operations and are not included in our consolidated results of continuing operations for the three months ended June 30, 2013. Our other operating divisions primarily consist of sign design and fabrication; regional security alarm operating and bulk acquisitions; manufacturing and service of broadcast antennas and transmitters; and real estate ventures. All of our other operating divisions are located within the United States.  Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location.  Other Operating Divisions and Corporate are not reportable segments but are included for reconciliation purposes.  We had approximately $172.2 million and $171.5 million of intercompany loans between the broadcast segment, other operating divisions and corporate as of June 30, 2014 and 2013, respectively.  We had $5.1 million and $5.0 million in intercompany interest expense related to intercompany loans between the broadcast segment, other operating divisions and corporate for the three months ending June 30, 2014 and 2013, respectively. For both the six months ended June 30, 2014 and 2013, we had $10.0 million in intercompany interest expense. All other intercompany transactions are immaterial.

 

Segment financial information is included in the following tables for the periods presented (in thousands):

 

For the three months ended June 30, 2014

 

Broadcast

 

Other
Operating
Divisions

 

Corporate

 

Consolidated

 

Revenue

 

$

437,487

 

$

17,649

 

$

 

$

455,136

 

Depreciation of property and equipment

 

24,422

 

563

 

267

 

25,252

 

Amortization of definite-lived intangible assets and other assets

 

23,351

 

1,638

 

 

24,989

 

Amortization of program contract costs and net realizable value adjustments

 

23,574

 

 

 

23,574

 

General and administrative overhead expenses

 

14,253

 

416

 

2,734

 

17,403

 

Operating income (loss)

 

105,460

 

580

 

(3,001

)

103,039

 

Interest expense

 

 

1,031

 

39,090

 

40,121

 

Income from equity and cost method investments

 

 

742

 

 

742

 

Assets

 

3,361,951

 

319,850

 

500,161

 

4,181,962

 

 

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For the three months ended June 30, 2013

 

Broadcast

 

Other
Operating
Divisions

 

Corporate

 

Consolidated

 

Revenue

 

$

301,316

 

$

12,838

 

$

 

$

314,154

 

Depreciation of property and equipment

 

14,377

 

379

 

349

 

15,105

 

Amortization of definite-lived intangible assets and other assets

 

14,369

 

1,188

 

 

15,557

 

Amortization of program contract costs and net realizable value adjustments

 

18,656

 

 

 

18,656

 

General and administrative overhead expenses

 

10,230

 

263

 

954

 

11,447

 

Operating income (loss)

 

85,312

 

271

 

(1,303

)

84,280

 

Interest expense

 

 

808

 

44,657

 

45,465

 

Loss from equity and cost method investments

 

 

(404

)

 

(404

)

 

For the six months ended June 30, 2014

 

Broadcast

 

Other
Operating
Divisions

 

Corporate

 

Consolidated

 

Revenue

 

$

835,393

 

$

32,391

 

$

 

$

867,784

 

Depreciation of property and equipment

 

47,939

 

1,157

 

534

 

49,630

 

Amortization of definite-lived intangible assets and other assets

 

46,514

 

3,203

 

 

49,717

 

Amortization of program contract costs and net realizable value adjustments

 

47,515

 

 

 

47,515

 

General and administrative overhead expenses

 

28,982

 

668

 

3,588

 

33,238

 

Operating income (loss)

 

187,580

 

581

 

(4,122

)

184,039

 

Interest expense

 

 

1,950

 

77,709

 

79,659

 

Income from equity and cost method investments

 

 

840

 

 

840

 

Assets

 

3,361,951

 

319,850

 

500,161

 

4,181,962

 

 

For the six months ended June 30, 2013

 

Broadcast

 

Other
Operating
Divisions

 

Corporate

 

Consolidated

 

Revenue

 

$

572,472

 

$

24,300

 

$

 

$

596,772

 

Depreciation of property and equipment

 

28,161

 

848

 

691

 

29,700

 

Amortization of definite-lived intangible assets and other assets

 

29,238

 

2,321

 

 

31,559

 

Amortization of program contract costs and net realizable value adjustments

 

37,517

 

 

 

37,517

 

General and administrative overhead expenses

 

20,359

 

560

 

1,778

 

22,697

 

Operating income (loss)

 

150,442

 

(37

)

(2,469

)

147,936

 

Interest expense

 

 

1,539

 

81,623

 

83,162

 

Loss from equity and cost method investments

 

 

(1,456

)

 

(1,456

)

 

8.              FAIR VALUE MEASUREMENTS:

 

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).  A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value.  The following is a brief description of those three levels:

 

·                  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.

 

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The carrying value and fair value of our notes and debentures for the periods presented (in thousands):

 

 

 

As of June 30, 2014

 

As of December 31, 2013

 

 

 

Carrying Value

 

Fair Value

 

Carrying Value

 

Fair Value

 

Level 2:

 

 

 

 

 

 

 

 

 

8.375% Senior Notes due 2018

 

$

235,422

 

$

252,114

 

$

235,225

 

$

259,547

 

6.375% Senior Unsecured Notes due 2021

 

350,000

 

372,313

 

350,000

 

360,938

 

6.125% Senior Unsecured Notes due 2022

 

500,000

 

525,000

 

500,000

 

497,525

 

5.375% Senior Unsecured Notes due 2021

 

600,000

 

607,500

 

600,000

 

582,078

 

Term Loan A

 

580,700

 

574,533

 

500,000

 

495,000

 

Term Loan B

 

639,757

 

634,926

 

642,734

 

641,205

 

Debt of variable interest entities

 

52,691

 

52,691

 

55,581

 

55,581

 

Debt of other operating divisions

 

96,377

 

96,377

 

86,263

 

86,263

 

 

Additionally, Cunningham, one of our consolidated VIEs has certain investments in securities that are recorded at fair value using Level 1 inputs described above. As of June 30, 2014 and December 31, 2013, $19.5 million and $18.1 million were included in other assets in our consolidated balance sheets.

 

9.              CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

 

Sinclair Television Group, Inc. (STG), a wholly-owned subsidiary and the television operating subsidiary of Sinclair Broadcast Group, Inc. (SBG), is the primary obligor under the Bank Credit Agreement, the 5.375% Notes, the 6.125% Notes, the 8.375% Notes, and 6.375% Notes. Our Class A Common Stock and Class B Common Stock, as of June 30, 2014, were obligations or securities of SBG and not obligations or securities of STG.  SBG is a guarantor under the Bank Credit Agreement, the 5.375% Notes, the 6.125% Notes, the 8.375% Notes, and 6.375% Notes.  As of June 30, 2014, our consolidated total debt of $3,115.0 million included $3,010.2 million of debt related to STG and its subsidiaries of which SBG guaranteed $2,958.6 million.

 

SBG, KDSM, LLC, a wholly-owned subsidiary of SBG, and STG’s wholly-owned subsidiaries (guarantor subsidiaries), have fully and unconditionally guaranteed, subject to certain customary automatic release provisions, all of STG’s obligations.  Those guarantees are joint and several.  There are certain contractual restrictions on the ability of SBG, STG or KDSM, LLC to obtain funds from their subsidiaries in the form of dividends or loans.

 

The following condensed consolidating financial statements present the consolidating balance sheets, consolidating statements of operations and comprehensive income and consolidating statements of cash flows of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG and the eliminations necessary to arrive at our information on a consolidated basis.  These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

 

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Table of Contents

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF June 30, 2014

(in thousands) (unaudited)

 

 

 

Sinclair
Broadcast
Group, Inc.

 

Sinclair
Television
Group, Inc.

 

Guarantor
Subsidiaries
and KDSM,
LLC

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Sinclair
Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

$

382,989

 

$

488

 

$

12,069

 

$

 

$

395,546

 

Accounts and other receivables

 

44

 

1,534

 

271,765

 

29,479

 

(2,326

)

300,496

 

Other current assets

 

 

17,090

 

71,307

 

15,267

 

(36,701

)

66,963

 

Total current assets

 

44

 

401,613

 

343,560

 

56,815

 

(39,027

)

763,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

4,483

 

14,160

 

465,210

 

160,304

 

(8,045

)

636,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in consolidated subsidiaries

 

333,022

 

2,382,613

 

4,179

 

 

(2,719,814

)

 

Restricted cash — long-term

 

 

12,430

 

 

 

 

12,430

 

Other long-term assets

 

71,570

 

561,885

 

54,034

 

138,167

 

(599,705

)

225,951

 

Total other long-term assets

 

404,592

 

2,956,928

 

58,213

 

138,167

 

(3,319,519

)

238,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill and other intangible assets

 

 

 

2,439,387

 

203,481

 

(98,404

)

2,544,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

409,119

 

$

3,372,701

 

$

3,306,370

 

$

558,767

 

$

(3,464,995

)

$

4,181,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

445

 

$

50,829

 

$

128,759

 

$

51,611

 

$

(34,281

)

$

197,363

 

Current portion of long-term debt

 

599

 

47,125

 

1,172

 

7,138

 

 

56,034

 

Current portion of affiliate long-term debt

 

1,377

 

 

1,192

 

926

 

(926

)

2,569

 

Other current liabilities

 

565

 

 

74,725

 

6,304

 

(876

)

80,718

 

Total current liabilities

 

2,986

 

97,954

 

205,848

 

65,979

 

(36,083

)

336,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

217

 

2,858,754

 

35,062

 

144,735

 

 

3,038,768

 

Affiliate long-term debt

 

4,256

 

 

13,352

 

311,208

 

(311,210

)

17,606

 

Other liabilities

 

38,882

 

24,869

 

667,646

 

150,315

 

(462,981

)

418,731

 

Total liabilities

 

46,341

 

2,981,577

 

921,908

 

672,237

 

(810,274

)

3,811,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Sinclair Broadcast Group equity (deficit)

 

362,778

 

391,124

 

2,384,462

 

(120,865

)

(2,654,721

)

362,778

 

Noncontrolling interests in consolidated subsidiaries

 

 

 

 

7,395

 

 

7,395

 

Total liabilities and equity (deficit)

 

$

409,119

 

$

3,372,701

 

$

3,306,370

 

$

558,767

 

$

(3,464,995

)

$

4,181,962

 

 

23



Table of Contents

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2013

(in thousands)

 

 

 

Sinclair
Broadcast
Group, Inc.

 

Sinclair
Television
Group, Inc.

 

Guarantor
Subsidiaries
and KDSM,
LLC

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Sinclair
Consolidated

 

Cash

 

$

 

$

237,974

 

$

28,594

 

$

13,536

 

$

 

$

280,104

 

Accounts and other receivables

 

59

 

818

 

281,822

 

27,479

 

(1,022

)

309,156

 

Other current assets

 

5,500