Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 20, 2015 |
Entity Listings | |||
Entity Registrant Name | SINCLAIR BROADCAST GROUP INC | ||
Entity Central Index Key | 912752 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2,471.20 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Class A Common Stock | |||
Entity Listings | |||
Entity Common Stock, Shares Outstanding | 69,314,960 | ||
Class B Common Stock | |||
Entity Listings | |||
Entity Common Stock, Shares Outstanding | 25,928,357 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | $17,682 | $280,104 | ||
Accounts receivable, net of allowance for doubtful accounts of $4,246 and $3,379, respectively | 383,503 | 308,974 | ||
Current portion of program contract costs | 88,198 | 74,324 | ||
Income taxes receivable | 3,314 | |||
Prepaid expenses and other current assets | 21,338 | 30,781 | ||
Deferred barter costs | 5,626 | 3,688 | ||
Assets held for sale | 6,504 | |||
Total current assets | 526,165 | 697,871 | ||
ASSETS HELD FOR SALE | 8,817 | |||
PROGRAM CONTRACT COSTS, less current portion | 38,531 | 24,708 | ||
PROPERTY AND EQUIPMENT, net | 752,538 | 596,071 | ||
RESTRICTED CASH | 11,747 | |||
GOODWILL | 1,964,553 | 1,380,082 | ||
BROADCAST LICENSES | 135,075 | 101,029 | ||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 1,818,263 | 1,127,755 | ||
OTHER ASSETS | 208,230 | [1] | 208,209 | [1] |
Total assets | 5,452,172 | 4,147,472 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 12,248 | 13,989 | ||
Accrued liabilities | 246,123 | 182,185 | ||
Income taxes payable | 2,504 | |||
Current portion of notes payable, capital leases and commercial bank financing | 113,116 | 46,346 | ||
Current portion of notes payable and capital leases payable to affiliates | 2,625 | 2,367 | ||
Current portion of program contracts payable | 104,922 | 90,933 | ||
Liabilities held for sale | 2,477 | |||
Deferred barter revenues | 5,806 | 3,319 | ||
Deferred tax liabilities | 6,689 | 1,738 | ||
Liabilities held for sale | 2,477 | |||
Total current liabilities | 494,006 | 343,381 | ||
LONG-TERM LIABILITIES: | ||||
Notes payable, capital leases and commercial bank financing, less current portion | 3,796,666 | 2,966,402 | ||
Notes payable and capital leases to affiliates, less current portion | 16,309 | 18,925 | ||
Program contracts payable, less current portion | 60,605 | 34,681 | ||
Deferred tax liabilities | 602,243 | 311,041 | ||
Other long-term liabilities | 77,000 | [1] | 67,338 | [1] |
Total liabilities | 5,046,829 | 3,741,768 | ||
COMMITMENTS AND CONTINGENCIES (See Note 11) | ||||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY (DEFICIT): | ||||
Additional paid-in capital | 979,202 | 1,094,918 | ||
Accumulated deficit | -545,820 | -696,996 | ||
Accumulated other comprehensive loss | -6,455 | -2,553 | ||
Total Sinclair Broadcast Group shareholders' deficit | 427,882 | 396,370 | ||
Noncontrolling interests | -22,539 | 9,334 | ||
Total equity (deficit) | 405,343 | 405,704 | ||
Total liabilities and equity (deficit) | 5,452,172 | 4,147,472 | ||
Class A Common Stock | ||||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | 696 | 741 | ||
Total equity (deficit) | 696 | 741 | ||
Class B Common Stock | ||||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY (DEFICIT): | ||||
Common Stock | 259 | 260 | ||
Total equity (deficit) | $259 | $260 | ||
[1] | Our consolidated total assets as of December?31, 2014 and 2013 include total assets of variable interest entities (VIEs) of $163.3 million and $194.1 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December?31, 2014 and 2013 include total liabilities of the VIEs of $30.0 million and $31.6 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 1: Nature of Operations and Summary of Significant Accounting Policies. |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $4,246,000 | $3,379,000 |
Total assets of variable interest entities (in dollars) | 163,300,000 | 194,100,000 |
Total liabilities of variable interest entities (in dollars) | $30,000,000 | $31,600,000 |
Class A Common Stock | ||
Common Stock, par value (in dollars per share) | $0.01 | $0.01 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 69,578,899 | 74,145,569 |
Common Stock, shares outstanding | 69,578,899 | 74,145,569 |
Class B Common Stock | ||
Common Stock, par value (in dollars per share) | $0.01 | $0.01 |
Common Stock, shares authorized | 140,000,000 | 140,000,000 |
Common Stock, shares issued | 25,928,357 | 26,028,357 |
Common Stock, shares outstanding | 25,928,357 | 26,028,357 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
REVENUES: | |||
Station broadcast revenues, net of agency commissions | $1,782,726 | $1,217,504 | $920,593 |
Revenues realized from station barter arrangements | 122,262 | 88,680 | 86,905 |
Other operating divisions revenues | 71,570 | 56,947 | 54,181 |
Total revenues | 1,976,558 | 1,363,131 | 1,061,679 |
OPERATING EXPENSES: | |||
Station production expenses | 577,013 | 385,104 | 255,556 |
Station selling, general and administrative expenses | 370,606 | 249,732 | 171,279 |
Expenses recognized from station barter arrangements | 107,716 | 77,349 | 79,834 |
Amortization of program contract costs and net realizable value adjustments | 106,629 | 80,925 | 60,990 |
Other operating divisions expenses | 58,903 | 48,109 | 46,179 |
Depreciation of property and equipment | 103,291 | 70,554 | 47,073 |
Corporate general and administrative expenses | 69,413 | 53,126 | 33,391 |
Amortization of definite-lived intangible assets | 125,496 | 70,820 | 38,099 |
(Gain) loss on asset dispositions | -37,160 | 3,392 | -7 |
Total operating expenses | 1,481,907 | 1,039,111 | 732,394 |
Operating income | 494,651 | 324,020 | 329,285 |
OTHER INCOME (EXPENSE): | |||
Interest expense and amortization of debt discount and deferred financing costs | -174,862 | -162,937 | -128,553 |
Loss from extinguishment of debt | -14,553 | -58,421 | -335 |
Income from equity and cost method investments | 2,313 | 621 | 9,670 |
Other income, net | 4,998 | 2,225 | 2,273 |
Total other income (expense) | -182,104 | -218,512 | -116,945 |
Income from continuing operations before income taxes | 312,547 | 105,508 | 212,340 |
INCOME TAX PROVISION | -97,432 | -41,249 | -67,852 |
Income from continuing operations | 215,115 | 64,259 | 144,488 |
DISCONTINUED OPERATIONS: | |||
Income (loss) from discontinued operations, includes income tax benefit (provision) of $0, ($10,806) and ($663), respectively | 11,558 | 465 | |
Net income (loss) | 215,115 | 75,817 | 144,953 |
Net income attributable to the noncontrolling interests | -2,836 | -2,349 | -287 |
Net income (loss) attributable to Sinclair Broadcast Gr | 212,279 | 73,468 | 144,666 |
Dividends declared per share (in dollars per share) | $0.63 | $0.60 | $1.54 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP: | |||
Basic earnings per share from continuing operations (in dollars per share) | $2.19 | $0.66 | $1.78 |
Basic earnings per share (in dollars per share) | $2.19 | $0.79 | $1.79 |
Diluted earnings per share from continuing operation (in dollars per share) | $2.17 | $0.66 | $1.78 |
Diluted earnings per share (in dollars per share) | $2.17 | $0.78 | $1.78 |
Weighted average common shares outstanding (in shares) | 97,114 | 93,207 | 81,020 |
Weighted average common and common equivalent shares outstanding (in shares) | 97,819 | 93,845 | 81,310 |
AMOUNTS ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP COMMON SHAREHOLDERS: | |||
Income from continuing operations, net of tax | 212,279 | 61,910 | 144,201 |
Income from discontinued operations, net of tax | 11,558 | 465 | |
Net income | $212,279 | $73,468 | $144,666 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Income from discontinued operations, income tax benefit | $0 | $10,806 | $663 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $215,115 | $75,817 | $144,953 |
Amortization of net periodic pension benefit costs, net of taxes | 173 | -392 | -145 |
Adjustments to pension obligations, net of taxes | -3,814 | 2,571 | |
Unrealized gain on investments, net of taxes | 285 | 261 | |
Comprehensive income | 211,759 | 78,257 | 144,808 |
Comprehensive (income) loss attributable to the noncontrolling interests | -2,836 | -2,349 | -287 |
Comprehensive income attributable to Sinclair Broadcast Group | $208,923 | $75,908 | $144,521 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (USD $) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
In Thousands, except Share data, unless otherwise specified | |||||||
BALANCE at Dec. 31, 2011 | $520 | $289 | $617,375 | ($734,511) | ($4,848) | $9,813 | ($111,362) |
BALANCE (in shares) at Dec. 31, 2011 | 52,022,086 | 28,933,859 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared and paid on Class A and Class B Common Stock | -123,852 | -123,852 | |||||
Class A Common Stock issued pursuant to employee benefit plans | 3 | 5,102 | 5,105 | ||||
Class A Common Stock issued pursuant to employee benefit plans (in shares) | 309,926 | ||||||
Purchase of assets from entity under common control | -23,638 | -23,638 | |||||
Tax benefit on share based awards | 271 | 271 | |||||
Distributions to noncontrolling interests | -1,142 | -1,142 | |||||
Issuance of subsidiary share awards | 707 | 707 | |||||
Consolidation of variable interest entity | 9,050 | 9,050 | |||||
Purchase of subsidiary shares from noncontrolling interests | 1,818 | -1,818 | |||||
Other Comprehensive Income | -145 | -145 | |||||
Net income | 144,666 | 287 | 144,953 | ||||
BALANCE at Dec. 31, 2012 | 523 | 289 | 600,928 | -713,697 | -4,993 | 16,897 | -100,053 |
BALANCE (in shares) at Dec. 31, 2012 | 52,332,012 | 28,933,859 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared and paid on Class A and Class B Common Stock | -56,767 | -56,767 | |||||
Issuance of common stock, net of issuance costs | 180 | 472,733 | 472,913 | ||||
Issuance of common stock, net of issuance costs (in shares) | 18,000,000 | ||||||
Class B Common Stock converted into Class A Common Stock | 29 | -29 | |||||
Class B Common Stock converted into Class A Common Stock (in shares) | 2,905,502 | -2,905,502 | |||||
Redemption of 3% Convertible Debentures, net of taxes | -5,100 | -5,100 | |||||
4.875% Convertible Debentures converted into Class A Common Stock, net of taxes | 3 | 8,599 | 8,602 | ||||
4.875% Convertible Debentures converted into Class A Common Stock, net of taxes | 338,632 | ||||||
Class A Common Stock issued pursuant to employee benefit plans | 6 | 10,229 | 10,235 | ||||
Class A Common Stock issued pursuant to employee benefit plans (in shares) | 569,423 | ||||||
Tax benefit on share based awards | 521 | 521 | |||||
Distributions to noncontrolling interests | -10,256 | -10,256 | |||||
Issuance of subsidiary share awards | 344 | 344 | |||||
Class A Common Stock sold by variable interest entity, net of taxes | 7,008 | 7,008 | |||||
Other Comprehensive Income | 2,440 | 2,440 | |||||
Net income | 73,468 | 2,349 | 75,817 | ||||
BALANCE at Dec. 31, 2013 | 741 | 260 | 1,094,918 | -696,996 | -2,553 | 9,334 | 405,704 |
BALANCE (in shares) at Dec. 31, 2013 | 74,145,569 | 26,028,357 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Dividends declared and paid on Class A and Class B Common Stock | -61,103 | -61,103 | |||||
Class B Common Stock converted into Class A Common Stock | 1 | -1 | |||||
Class B Common Stock converted into Class A Common Stock (in shares) | 100,000 | -100,000 | |||||
Repurchase of Class A Common Stock | -48 | -133,109 | -133,157 | ||||
Repurchase of Class A Common Stock (in shares) | -4,876,121 | -4,900,000 | |||||
Class A Common Stock issued pursuant to employee benefit plans | 2 | 11,510 | 11,512 | ||||
Class A Common Stock issued pursuant to employee benefit plans (in shares) | 209,451 | ||||||
Tax benefit on share based awards | 1,365 | 1,365 | |||||
Distributions to noncontrolling interests | -6,936 | -6,936 | |||||
Deconsolidation of variable interest entity | 4,518 | -546 | -27,773 | -23,801 | |||
Other Comprehensive Income | -3,356 | -3,356 | |||||
Net income | 212,279 | 2,836 | 215,115 | ||||
BALANCE at Dec. 31, 2014 | $696 | $259 | $979,202 | ($545,820) | ($6,455) | ($22,539) | $405,343 |
BALANCE (in shares) at Dec. 31, 2014 | 69,578,899 | 25,928,357 |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Oct. 31, 2013 |
4.875% Notes | ||||
Interest rate (as a percent) | 4.88% | 4.88% | 4.88% | |
3.0% Notes | ||||
Interest rate (as a percent) | 3.00% | 3.00% |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: | |||
Net income | $215,115 | $75,817 | $144,953 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation of property and equipment | 103,291 | 70,554 | 48,871 |
Amortization of definite-lived intangible and other assets | 125,496 | 70,820 | 38,671 |
Amortization of program contract costs and net realizable value adjustments | 106,629 | 80,925 | 61,943 |
Loss on extinguishment of debt, non-cash portion | 4,605 | 33,049 | 335 |
Stock-based compensation | 14,296 | 10,573 | 5,836 |
Deferred tax (benefit) provision | -818 | 22,518 | 8,313 |
(Gain) loss on the sale of assets | -37,160 | 3,392 | -7 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | |||
(Increase) in accounts receivable, net | -44,253 | -90,635 | -23,225 |
Increase (decrease) in income taxes payable | -8,253 | 4,937 | -9,150 |
(Increase) decrease in prepaid expenses and other current assets | -2,215 | 8,295 | -8,360 |
Increase in accounts payable and accrued liabilities | 53,312 | 7,954 | 35,885 |
Payments on program contracts payable | -93,682 | -90,080 | -70,061 |
Original debt issuance discount paid | -3,583 | -23,766 | |
Real estate held for development and sale | -20,683 | -10,768 | -1,042 |
Other, net | 1,851 | -3,134 | -13,787 |
Net cash flows from operating activities | 430,454 | 160,577 | 237,475 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | -81,458 | -43,388 | -43,986 |
Payments for acquisitions of television stations, net of cash acquired | -1,485,039 | -1,006,144 | -1,135,348 |
Proceeds from sale of broadcast assets | 176,675 | 49,738 | |
Purchase of alarm monitoring contracts | -27,701 | -23,721 | -12,454 |
(Increase) decrease in restricted cash | 11,616 | -11,522 | 58,501 |
Investments in equity and cost method investees | -8,104 | -10,767 | -24,052 |
Proceeds from termination of life insurance policies | 17,042 | 42 | |
Other, net | -387 | -5,437 | 8,013 |
Net cash flows from (used in) investing activities | -1,397,356 | -1,051,241 | -1,149,284 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Proceeds from notes payable, commercial bank financing and capital leases | 1,500,720 | 2,278,293 | 1,247,255 |
Repayments of notes payable, commercial bank financing and capital leases | -582,764 | -1,509,760 | -179,356 |
Redemption of 3% convertible notes | -10,500 | ||
Proceeds from the sale of Class A Common Stock | 472,913 | ||
Repurchase of outstanding Class A Common Stock | -133,157 | ||
Dividends paid on Class A and Class B Common Stock | -61,103 | -56,767 | -123,852 |
Payments for deferred financing costs | -16,590 | -27,724 | -18,707 |
Proceeds from Class A Common Stock sold by variable interest entity | 10,908 | ||
Noncontrolling interests (contributions) distributions | -8,184 | -10,256 | -1,142 |
Other, net | 5,558 | 796 | -2,491 |
Net cash flows from (used in) financing activities | 704,480 | 1,147,903 | 921,707 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -262,422 | 257,239 | 9,898 |
CASH AND CASH EQUIVALENTS, beginning of period | 280,104 | 22,865 | 12,967 |
CASH AND CASH EQUIVALENTS, end of period | $17,682 | $280,104 | $22,865 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (3.0% Notes) | Dec. 31, 2013 | Oct. 31, 2013 |
3.0% Notes | ||
Interest rate (as a percent) | 3.00% | 3.00% |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||
Nature of Operations | |||||||||||
Sinclair Broadcast Group, Inc. is a diversified television broadcasting company that owns or provides certain programming, operating or sales services to television stations pursuant to broadcasting licenses that are granted by the Federal Communication Commission (the FCC or Commission). We owned and provided programming and operating services pursuant to local marketing agreements (LMAs) or provided or were provided sales services pursuant to outsourcing agreements to 164 stations in 79 markets which broadcast 373 channels, as of December 31, 2014. For the purpose of this report, these 164 stations and 373 channels are referred to as “our” stations and channels. | |||||||||||
Principles of Consolidation | |||||||||||
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. Noncontrolling interest 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. | |||||||||||
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. | |||||||||||
Third-party station licensees. Certain of our stations provide services to other station owners within the same respective market, such as LMAs, where we provide programming, sales, operational and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase, the license related assets of the licensee. We typically own the majority of the non-license assets of the stations and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. As of December 31, 2014 and 2013, we have concluded that 37 and 34 of these licensees are VIEs, respectively. 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. Several of these VIEs are owned by a related party, Cunningham Broadcasting Corporation (Cunningham). See Note 12. Related Person Transactions for more information about the arrangements with Cunningham. The net revenues of the stations which we consolidate were $286.3 million, $235.8 million and $154.6 million for the year ended December 31, 2014, 2013, and 2012, respectively. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation. See Changes in the Rules of Television Ownership and Joint Sale Agreements within Note 11. Commitment and Contingencies for discussion of recent changes in FCC rules related to JSAs. | |||||||||||
Up until third quarter of 2014, we had consolidated Cunningham (parent entity), in addition to their stations that we perform services for, as we had previously determined that it was a VIE because it had insufficient equity at risk. As of September 30, 2014, we concluded that Cunningham was no longer a VIE given its significant equity at risk in assets that we have no involvement with, and deconsolidated this entity, along with WTAT and WYZZ, stations that Cunningham acquired from us in July 2014 and November 2013, respectively, with which we have no continuing involvement. As a result of the deconsolidation, we recorded the difference between the proceeds received from Cunningham for the sale of WTAT and WYZZ to additional paid in capital in the consolidated balance sheet, as well as reflected the noncontrolling interest deficit of the remaining Cunningham VIEs which represents their significant cumulative distributions made to Cunningham (parent entity) that were previously eliminated in consolidation. | |||||||||||
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 as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | 491 | $ | 4,916 | |||||||
Accounts receivable | 19,521 | 18,468 | |||||||||
Current portion of program contract costs | 9,544 | 10,725 | |||||||||
Prepaid expenses and other current assets | 297 | 247 | |||||||||
Total current asset | 29,853 | 34,356 | |||||||||
PROGRAM CONTRACT COSTS, less current portion | 6,922 | 5,075 | |||||||||
PROPERTY AND EQUIPMENT, net | 9,716 | 11,081 | |||||||||
GOODWILL | 787 | 6,357 | |||||||||
BROADCAST LICENSES | 16,935 | 16,768 | |||||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 96,732 | 97,496 | |||||||||
OTHER ASSETS | 2,376 | 22,935 | |||||||||
Total assets | $ | 163,321 | $ | 194,068 | |||||||
LIABILITIES | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Accounts payable | $ | 68 | $ | 86 | |||||||
Accrued liabilities | 1,297 | 2,536 | |||||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,659 | 5,731 | |||||||||
Current portion of program contracts payable | 9,714 | 11,552 | |||||||||
Total current liabilities | 14,738 | 19,905 | |||||||||
LONG-TERM LIABILITIES: | |||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 28,640 | 49,850 | |||||||||
Program contracts payable, less current portion | 10,161 | 6,597 | |||||||||
Long term liabilities | 8,739 | 10,838 | |||||||||
Total liabilities | $ | 62,278 | $ | 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 LMA which are 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 of December 31, 2014 and 2013, which are excluded from liabilities above, were $34.4 million and $32.4 million, respectively. The total capital lease liabilities, net of capital lease assets, excluded from the above were $4.3 million and $5.0 million, respectively for the years ended December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, Cunningham sold a portion of its investment in our Class A Common Stock which was eliminated in consolidation and excluded from assets shown above, for $7.0 million, net of income taxes and has been reflected as an increase in additional paid in capital in the consolidated balance sheet. Also excluded from the amounts above are liabilities associated with the certain outsourcing agreements and purchase options with certain VIEs totaling $78.1 million and $59.9 million as of December 31, 2014 and December 31, 2013, respectively, as these amounts are eliminated in consolidation. The risk and reward characteristics of the VIEs are similar. | |||||||||||
Other investments. 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 December 31, 2014 and 2013 was $22.7 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 $2.2 million, $2.1 million and $6.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, related to these investments. | |||||||||||
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. | |||||||||||
Recent Accounting Pronouncements | |||||||||||
In July 2013, the FASB issued new guidance requiring new disclosure of unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. This guidance does not have a material impact on our financial statements. | |||||||||||
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. Under the revised guidance, it is 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. We early adopted this new guidance effective July 1, 2014. If this guidance were effective for the 2013 discontinued operations discussed in Discontinued Operations, then the sale of those television stations would not have met the criteria under the new guidance. | |||||||||||
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 guidance on our financial statements. | |||||||||||
In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. The new standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently evaluating the impact of this guidance on our financial statements. | |||||||||||
In February 2015, the FASB issued new guidance that amends the current consolidation guidance on the determination of whether an entity is a variable interest entity. This new standard is effective for the annual period beginning after December 15, 2016. Early adoption is allowed, including in any interim period. We are currently evaluating the impact of this new guidance on our financial statements. | |||||||||||
Cash and Cash Equivalents | |||||||||||
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||
Restricted Cash | |||||||||||
During 2013, we entered into certain definitive agreements to purchase assets of certain stations discussed in Note 2. Acquisitions, which required certain deposits to be made into escrow accounts. As of December 31, 2013, we held $11.4 million, in restricted cash classified as noncurrent related to the amounts held in escrow for these acquisitions. | |||||||||||
Accounts Receivable | |||||||||||
Management regularly reviews accounts receivable and determines an appropriate estimate for the allowance for doubtful accounts based upon the impact of economic conditions on the merchant’s ability to pay, past collection experience and such other factors which, in management’s judgment, deserve current recognition. In turn, a provision is charged against earnings in order to maintain the appropriate allowance level. | |||||||||||
A rollforward of the allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at beginning of period | $ | 3,379 | $ | 3,091 | $ | 3,008 | |||||
Charged to expense | 2,186 | 1,802 | 1,141 | ||||||||
Net write-offs | (1,319 | ) | (1,514 | ) | (1,058 | ) | |||||
Balance at end of period | $ | 4,246 | $ | 3,379 | $ | 3,091 | |||||
Programming | |||||||||||
We have agreements with distributors for the rights to television programming over contract periods, which generally run from one to seven years. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet where the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets. | |||||||||||
The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or estimated net realizable value. With the exception of one-year contracts, amortization of program contract costs is computed using either a four-year accelerated method or based on usage, whichever method results in the earliest recognition of amortization for each program. Program contract costs are amortized on a straight-line basis for one-year contracts. Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by adjustments for amortization or estimated net realizable value. | |||||||||||
Estimated net realizable values are based on management’s expectation of future advertising revenues, net of sales commissions, to be generated by the program material. We perform a net realizable value calculation quarterly for each of our program contract costs in accordance with the accounting guidance for the broadcasting industry. We utilize sales information to estimate the future revenue of each commitment and measure that amount against the commitment. If the estimated future revenue is less than the amount of the commitment, a loss is recorded in amortization of program contract costs and net realizable value adjustments in the consolidated statements of operations. | |||||||||||
Barter Arrangements | |||||||||||
Certain program contracts provide for the exchange of advertising airtime in lieu of cash payments for the rights to such programming. The revenues realized from station barter arrangements are recorded as the programs are aired at the estimated fair value of the advertising airtime given in exchange for the program rights. Program service arrangements are accounted for as station barter arrangements, however, network affiliation programming is excluded from these calculations. Revenues are recorded as revenues realized from station barter arrangements and the corresponding expenses are recorded as expenses recognized from station barter arrangements. | |||||||||||
We broadcast certain customers’ advertising in exchange for equipment, merchandise and services. The estimated fair value of the equipment, merchandise or services received is recorded as deferred barter costs and the corresponding obligation to broadcast advertising is recorded as deferred barter revenues. The deferred barter costs are expensed or capitalized as they are used, consumed or received and are included in station production expenses and station selling, general and administrative expenses, as applicable. Deferred barter revenues are recognized as the related advertising is aired and are recorded in revenues realized from station barter arrangements. | |||||||||||
Other Assets | |||||||||||
Other assets as of December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Equity and cost method investments | $ | 107,847 | $ | 98,385 | |||||||
Unamortized costs related to debt issuances | 47,118 | 46,150 | |||||||||
Other | 53,265 | 63,674 | |||||||||
Total other assets | $ | 208,230 | $ | 208,209 | |||||||
We have equity and cost method investments primarily in private investment funds and real estate ventures. In the event that one or more of our investments are significant, we are required to disclose summarized financial information. For the years ended December 31, 2014, 2013, and 2012, none of our investments were significant individually or in the aggregate. | |||||||||||
As of December 31, 2014 and 2013, our unfunded commitments related to private equity investment funds totaled $15.6 million and $17.0 million, respectively. | |||||||||||
When factors indicate that there may be a decrease in value of an equity or cost method investment, we assess whether a loss in value has occurred related to the investment. If that loss is deemed to be other than temporary, an impairment loss is recorded accordingly. For any investments that indicate a potential impairment, we estimate the fair values of those investments using discounted cash flow models, unrelated third party valuations or industry comparables, based on the various facts available to us. For the year ended December 31, 2012, we recorded impairments of $1.3 million related to two of our investments. For the year ended December 31, 2013, we recorded impairments of $0.6 million related to two of our investments. There were no impairment charges during the year ended December 31, 2014. The impairments are recorded in the income (loss) from equity and cost method investees in our consolidated statement of operations. | |||||||||||
Unamortized costs related to debt issuances represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if we determine that there has been a substantial modification of the related debt. | |||||||||||
The decrease in other, in the table above, for 2014 was primarily due to the deconsolidation of investments held by Cunningham, partially offset by long term income tax receivables recorded in connection with the acquisition of the Allbritton Companies. See Variable Interest Entities above for further discussion on the deconsolidation of Cunningham. See Note 2. Acquisitions for further discussion on the acquisition of the Allbritton Companies. | |||||||||||
Impairment of Goodwill, Intangibles and Other Long-Lived Assets | |||||||||||
We assess annually, in the fourth quarter, whether goodwill and indefinite-lived intangible assets are impaired. Additionally, impairment assessments may be performed on an interim basis when events or changes in circumstances indicate that impairment potentially exists. We aggregate our stations by market for purposes of our goodwill and license impairment testing. We believe that our markets are most representative of our broadcast reporting units because segment management views, manages and evaluates our stations on a market basis. Furthermore, in our markets, where we operate or provide services to more than one station, certain costs of operating the stations are shared including the use of buildings and equipment, the sales force and administrative personnel. | |||||||||||
In our assessment of goodwill for impairment we first determine, based upon a qualitative assessment, whether it is more likely than not a reporting unit has been impaired. As part of this qualitative assessment, for each reporting unit, we weigh the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. The reporting unit specific factors that we consider include current and forecasted financial performance, the significance of the excess fair value over carrying value in prior quantitative assessments, and any changes to the reporting units’ carrying amounts since the most recent impairment tests. We also consider whether there were any significant changes in the regulatory environment and business climate of the industry, and whether there were any negative pressures on growth rates and discount rates. | |||||||||||
If we conclude that it is more likely than not that a reporting unit is impaired, we will apply the quantitative two-step method. In the first step, the Company determines the fair value of the reporting unit and compares that fair value to the net book value of the reporting unit. The fair value of the reporting unit is determined using various valuation techniques, including quoted market prices, observed earnings/cash flow multiples paid for comparable television stations and discounted cash flow models. Our discounted cash flow model is based on our judgment of future market conditions within each designated market area based on our internal forecast of future performance, as well as discount rates that are based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk. If the net book value of the reporting unit were to exceed the fair value, we would then perform the second step of the impairment test, which requires allocation of the reporting unit’s fair value to all of its assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value being allocated to goodwill to determine the implied fair value. An impairment charge will be recognized only when the implied fair value of a reporting unit’s goodwill is less than its carrying amount. | |||||||||||
For our annual impairment test for indefinite-lived intangibles, broadcast licenses, we apply a qualitative assessment to assess whether it is more likely than not that broadcast licenses of a market are impaired. As part of this qualitative assessment, for each market, we weigh the relative impact of factors that are specific to the market as well as industry and macroeconomic factors that could affect the significant inputs used to determine the fair value of our broadcast license assets. The market specific factors that we consider include recent market projections from both independent and internal sources for advertising revenue and operating costs, estimated normal market share and capital expenditures, as well as the significance of the excess fair value over carrying value in prior quantitative assessments. We also consider whether there were any significant changes in the regulatory environment and business climate of the industry, and whether there were any negative pressures on growth rates and discount rates. When evaluating our broadcast licenses for impairment, the qualitative assessment is done at the market level because the broadcast licenses within the market are complementary and together enhance the single broadcast license of each station. If we conclude that it is more likely than not that one of our broadcast licenses is impaired, we will perform a quantitative assessment by comparing the aggregate fair value of the broadcast licenses in the market to the respective carrying values. We apply the income approach, using a Greenfield method, to estimate the fair values of the broadcast licenses. The income approach method involves a discounted cash flow model that incorporates several variables, including, but not limited to, market revenues and long term growth projections, estimated market share for the typical participant without a network affiliation and estimated profit margins based on market size and station type. The model also assumes outlays for capital expenditures, future terminal values, an effective tax rate assumption and a discount rate based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk. If the carrying amount of the broadcast licenses exceeds the fair value, then an impairment loss is recorded to the extent that the carrying value of the broadcast licenses exceeds the fair value. | |||||||||||
We periodically evaluate our long-lived assets for impairment and continue to evaluate them as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. We evaluate the recoverability of long-lived assets by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. At the time that such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are tested for impairment by comparing their estimated fair value to the carrying value. We typically estimate fair value using discounted cash flow models and appraisals. See Note 6. Goodwill and Other Intangible Assets, for more information. | |||||||||||
Accrued Liabilities | |||||||||||
Accrued liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Compensation and employee health insurance | $ | 56,871 | $ | 44,800 | |||||||
Interest | 33,347 | 25,133 | |||||||||
Deferred revenue | 27,037 | 20,128 | |||||||||
Programming related obligations | 70,344 | 42,658 | |||||||||
Other accruals relating to operating expenses | 58,524 | 49,466 | |||||||||
Total accrued liabilities | $ | 246,123 | $ | 182,185 | |||||||
We expense these activities when incurred. | |||||||||||
Income Taxes | |||||||||||
We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. 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. As of December 31, 2014 and 2013, a valuation allowance has been provided for deferred tax assets related to a substantial amount of our available state net operating loss 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. Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements. | |||||||||||
Management periodically performs a comprehensive review of our tax positions and we record a liability for unrecognized tax benefits when such tax positions do not meet the “more-likely-than-not” threshold. Significant judgment is required in determining whether a tax position meets the “more-likely-than-not” threshold, and it is based on a variety of facts and circumstances, including interpretation of the relevant federal and state income tax codes, regulations, case law and other authoritative pronouncements. Based on this analysis, the status of ongoing audits and the expiration of applicable statute of limitations, liabilities are adjusted as necessary. The resolution of audits is unpredictable and could result in tax liabilities that are significantly higher or lower than for what we have provided. See Note 10. Income Taxes, for further discussion of accrued unrecognized tax benefits. | |||||||||||
Supplemental Information — Statements of Cash Flows | |||||||||||
During 2014, 2013 and 2012, we had the following cash transactions (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income taxes paid related to continuing operations | $ | 100,986 | $ | 26,037 | $ | 46,964 | |||||
Income tax refunds received related to continuing operations | $ | 1,407 | $ | 4,414 | $ | 194 | |||||
Interest paid | $ | 157,349 | $ | 147,083 | $ | 110,973 | |||||
Non-cash transactions related to capital lease obligations were zero, $10.4 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The non-cash conversion of the 4.875% Notes into Class A Common Stock was $8.6 million, net of taxes for the year ended December 31, 2013. | |||||||||||
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 significant revenues are recognized as services are provided. | |||||||||||
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 year ended December 31, 2014, we have purchased approximately 4.9 million shares for $133.2 million. As of December 31, 2014, the total remaining authorization was $134.4 million. In January 2015, we repurchased 0.3 million shares of Class A Common Stock for $7.8 million. | |||||||||||
Advertising Expenses | |||||||||||
Promotional advertising expenses are recorded in the period when incurred and are included in station production and other operating division expenses. Total advertising expenses from continuing operations, net of advertising co-op credits, were $21.3 million, $15.4 million and $12.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Financial Instruments | |||||||||||
Financial instruments, as of December 31, 2014 and 2013, consisted of cash and cash equivalents, trade accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying amounts approximate fair value for each of these financial instruments, except for the notes payable. See Note 7. Notes Payable and Commercial Bank Financing, for additional information regarding the fair value of notes payable. | |||||||||||
Post-retirement Benefits | |||||||||||
We are required to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan in our consolidated financial statements. As of December 31, 2014 and 2013, we recorded a liability of $4.7 million and $1.9 million, respectively, representing the underfunded status of our defined benefit pension plan. | |||||||||||
In connection with the acquisition of Fisher Communications, Inc. (Fisher) in 2013 (see Note 2. Acquisitions), we assumed a nonqualified noncontributory supplemental retirement program (Fisher SERP) that was originally established for former executives of Fisher. No new participants have been admitted to this program since 2001 and the benefits of active participants were frozen in 2005. The program participants do not include any active employees. The Fisher SERP required continued employment or disability through the date of expected retirement, unless involuntarily terminated. | |||||||||||
While the nonqualified plan is unfunded, Fisher had made investments in annuity contracts and life insurance policies on the lives of certain individual participants to assist in future payment of retirement benefits. The carrying value of the annuity contracts and life insurance policies was $18.2 million as of December 31, 2013, which was included in other assets in our consolidated balance sheet. The majority of these annuities and life insurance policies were surrendered for lower cash value in 2014. | |||||||||||
As of December 31, 2014, the estimated projected benefit obligation was $24.0 million, of which $1.5 million is included in accrued expenses in the consolidated balance sheet and the $22.5 million is included in other long-term liabilities. During the years ended December 31, 2014 and 2013, we made $2.1 million and $0.5 million in benefit payments, recognized $1.0 million and $0.4 million of periodic pension expense, reported in other expenses in the consolidated statement of operations, and $3.2 million of actuarial losses and $0.2 million of actuarial gains through other comprehensive income, respectively. | |||||||||||
At December 31, 2014, the projected benefit obligation was measured using a 3.69% discount rate compared to a discount rate of 4.51% for the year ended December 31, 2013. We estimated its discount rate, in consultation with our independent actuaries, based on a yield curve constructed from a portfolio of high quality bonds for which the timing and amount of cash outflows approximate the estimated payouts of the plan. | |||||||||||
We estimate that benefits expected to be paid to participants under the Fisher SERP as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2015 | $ | 1,481 | |||||||||
2016 | 1,726 | ||||||||||
2017 | 1,665 | ||||||||||
2018 | 1,608 | ||||||||||
2019 | 1,554 | ||||||||||
Next 5 years | 7,196 | ||||||||||
Reclassifications | |||||||||||
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation. | |||||||||||
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
2. ACQUISITIONS | |||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, we acquired a total of 119 television stations in 63 markets, in the aggregate, for a purchase price of $3,557.7 million plus working capital of $53.7 million (21 stations in 15 markets in 2014 for a purchase price of $1,434.5 million plus working capital of $47.3 million; 65 stations in 33 markets in 2013 for an aggregate purchase price of $1,016.6 million plus working capital of $8.4 million; and 33 stations in 18 markets in 2012 for a purchase price $1,106.6 million less working capital of $2.0 million). All of these acquisitions provide expansion into additional markets and increases value based on the synergies we can achieve. | |||||||||||||||||
2014 Acquisitions | |||||||||||||||||
Allbritton. Effective August 1, 2014, we completed the acquisition of all of the outstanding common stock of Perpetual Corporation and equity interest of Charleston Television, LLC (together the “Allbritton Companies”) for $985.0 million plus working capital of $50.2 million. The Allbritton Companies owned and operated nine television stations in the following seven markets, all of which were affiliated with ABC: Washington, DC; Birmingham, AL; Harrisburg, PA; Little Rock / Pine Bluff, AR; Tulsa, OK; Roanoke / Lynchburg, VA; and Charleston, SC. Also included in the purchase was NewsChannel 8, a 24-hour cable/satellite news network covering the Washington, D.C. metropolitan area. 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 7. Notes Payable and Commercial Bank Financing. In connection with the acquisition, we sold the acquired assets related to the Harrisburg, PA station effective September 1, 2014. See Note 3. Dispositions of Assets and Discontinued Operations for further discussion. | |||||||||||||||||
MEG Stations. Effective December 19, 2014, we completed the acquisition of four television stations in three markets from Media General, Inc (MEG Stations) for a purchase price of $207.5 million less working capital of $1.6 million. The acquired stations are located in the following markets: Providence, RI / New Bedford, MA; Green Bay / Appleton, WI; and Savannah, GA. We financed the purchase price with cash on hand and borrowing under our revolving credit facility. Simultaneously, we sold to Media General, our television stations in Tampa, FL and Colorado Springs, CO. See Note 3. Dispositions of Assets and Discontinued Operations for further discussion. We financed the purchase price, net of the proceeds received from the sale of those stations, with borrowings under our revolving credit facility. | |||||||||||||||||
KSNV. Effective November 1, 2014, we completed the acquisition of certain of assets of KSNV (NBC) in Las Vegas, NV from Intermountain West Communications Company (Intermountain West) for $118.5 million less working capital of $0.2 million. In conjunction with the purchase, we assumed the rights under the affiliation agreement with NBC and swapped our KVMY call letters for the KSNV call letters. Intermountain West continues to own and operate the station under the KVMY call letters and we do not provide any programming or sales services to this station. We financed the total purchase price with cash on hand and borrowings under our revolving credit facility. | |||||||||||||||||
Other 2014 Acquisitions. During the year ended December 31, 2014, we acquired certain assets related to eight other television stations in the following four markets: Wilkes Barre / Scranton, PA; Tallahassee, FL; Gainesville, FL; and Macon, GA. The purchase price for these stations was $123.5 million less working capital of $1.1 million which was financed with cash on hand and borrowings under our revolving credit facility. | |||||||||||||||||
2013 Acquisitions | |||||||||||||||||
Barrington. Effective November 22, 2013, we completed the acquisition of certain assets of Barrington Broadcasting Company, LLC (Barrington) for $370.0 million, less working capital of $2.3 million, which related to twenty-four stations in the following fifteen markets: Flint/Saginaw/Bay City/Midland, MI; Toledo, OH; Columbia, SC; Syracuse, NY; Harlingen/Weslaco/Brownsville/McAllen, TX; Colorado Springs, CO; Myrtle Beach/Florence, SC; Peoria/Bloomington, IL; Traverse City/Cadillac, MI; Amarillo, TX; Columbia/Jefferson City, MO; Albany, GA; Quincy, IL/Hannibal, MO/Keokuk, IA; Marquette, MI; and Ottumwa, IA/Kirksville, MO. Concurrent with the purchase, we entered into certain agreements with third parties to provide certain operational services to five of the stations. The purchase price includes $7.5 million paid by third parties for the license related assets these certain stations. We financed the purchase price with borrowings under our bank credit facility. | |||||||||||||||||
Fisher. 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 owned and/or operated twenty-two television stations in the following eight markets: Seattle-Tacoma, WA; Portland, OR; Spokane, WA; Boise, ID; Eugene, OR; Yakima/Pasco/Richland/Kennewick, WA; Bakersfield, CA; and Idaho Falls/Pocatello, ID. Also included in the purchase were the assets of four radio stations in the Seattle/Tacoma, WA market. | |||||||||||||||||
Other 2013 Acquisitions. During the year ended December 31, 2013, we acquired nineteen other television stations in the following eight markets: Baltimore, MD; Fresno / Visalia, CA; Omaha, NE; Portland, ME; El Paso, TX; Johnstown / Altoona, PA; Reno, NV; Sioux City, IA; and Wheeling, WV / Steubenville, OH. The purchase price of $272.7 million plus working capital of $10.8 million includes $0.7 million paid by certain VIEs for the license assets of certain of these stations owned by VIEs that we consolidate. | |||||||||||||||||
2012 Acquisitions | |||||||||||||||||
Newport. Effective December 1, 2012, we completed the acquisition of certain broadcast assets of Newport Television (Newport) related to seven stations in the following six markets: Cincinnati, OH; San Antonio, TX; Harrisburg/Lancaster/Lebanon/York, PA; Mobile, AL/Pensacola, FL; Wichita/Hutchinson, KS; and Rochester, NY. We financed the $472.4 million purchase price less working capital of $1.0 million with net proceeds from the 6.125% Notes issued in October 2012. See Note 7. Notes Payable and Commercial Bank Financing for more information. | |||||||||||||||||
Freedom. Effective April 1, 2012, we completed the acquisition of the broadcast assets of Freedom Communications, Inc. (Freedom), which consisted of eight stations in the following eight markets: West Palm Beach, FL; Grand Rapids/Kalamazoo/Battle Creek, MI; Albany, NY; Chattanooga, TN; Lansing, MI; Medford-Klamath Falls, OR; and Beaumont/Port Arthur/Orange, TX. We financed the $385.3 million purchase with borrowings under our bank credit facility. See Note 7. Notes Payable and Commercial Bank Financing for more information. | |||||||||||||||||
Four Points. Effective January 1, 2012, we completed the acquisition of the broadcast assets of Four Points Media (Four Points), which consisted of seven stations in the following four markets: Salt Lake City / St. George, UT; Austin, TX; West Palm Beach / Fort Pierce / Stuart, FL; and Providence, RI / New Bedford, MA. The $199.1 million purchase price was financed with borrowings under our bank credit facility. See Note 7. Notes Payable and Commercial Bank Financing for more information. | |||||||||||||||||
Other 2012 Acquisitions. During the year ended December 31, 2012, we acquired five other television stations in the following three markets: Columbus, OH; Champaign / Springfield / Decatur, IL; and Beaumont/Port Arthur/Orange, TX. The aggregate purchase price of $49.5 million less working capital of $0.7 million includes amounts paid by certain VIEs for the license assets of certain of these stations owned by VIEs that we consolidate. | |||||||||||||||||
The following tables summarize the allocated fair value of acquired assets and assumed liabilities, including the net assets of consolidated VIEs (in thousands): | |||||||||||||||||
MEG | KSNV | Allbritton | Other | Total 2014 | |||||||||||||
Stations | acquisitions | ||||||||||||||||
Accounts receivable | $ | — | $ | — | $ | 38,542 | $ | — | $ | 38,542 | |||||||
Prepaid expenses and other current assets | 476 | 67 | 19,890 | 79 | 20,512 | ||||||||||||
Program contract costs | 1,889 | 482 | 1,204 | 2,561 | 6,136 | ||||||||||||
Property and equipment | 35,963 | 8,300 | 46,600 | 8,400 | 99,263 | ||||||||||||
Broadcast licenses | 4,202 | — | 13,700 | 125 | 18,027 | ||||||||||||
Definite-lived intangible assets | 93,156 | 61,725 | 564,100 | 71,025 | 790,006 | ||||||||||||
Other assets | — | — | 20,352 | 1,500 | 21,852 | ||||||||||||
Assets held for sale | — | — | 83,200 | — | 83,200 | ||||||||||||
Accounts payable and accrued liabilities | (2,085 | ) | (277 | ) | (8,351 | ) | (1,143 | ) | (11,856 | ) | |||||||
Program contracts payable | (1,889 | ) | (481 | ) | (1,140 | ) | (2,554 | ) | (6,064 | ) | |||||||
Deferred tax liability | — | — | (261,393 | ) | — | (261,393 | ) | ||||||||||
Other long term liabilities | — | (1,200 | ) | (17,025 | ) | — | (18,225 | ) | |||||||||
Fair value of identifiable net assets acquired | 131,712 | 68,616 | 499,679 | 79,993 | 780,000 | ||||||||||||
Goodwill | 74,179 | 49,674 | 535,558 | 42,443 | 701,854 | ||||||||||||
Total | $ | 205,891 | $ | 118,290 | $ | 1,035,237 | $ | 122,436 | $ | 1,481,854 | |||||||
Fisher | Barrington | Other | Total 2013 | ||||||||||||||
acquisitions | |||||||||||||||||
Cash | $ | 13,531 | $ | — | $ | — | $ | 13,531 | |||||||||
Accounts receivable | 29,485 | — | 8,226 | 37,711 | |||||||||||||
Prepaid expenses and other current assets | 19,133 | 681 | 5,217 | 25,031 | |||||||||||||
Program contract costs | 11,427 | 4,011 | 6,050 | 21,488 | |||||||||||||
Property and equipment | 73,968 | 73,621 | 67,034 | 214,623 | |||||||||||||
Broadcast licenses | 29,771 | 719 | 4,395 | 34,885 | |||||||||||||
Definite-lived intangible assets | 166,034 | 220,253 | 169,438 | 555,725 | |||||||||||||
Other assets | 9,284 | — | 1,394 | 10,678 | |||||||||||||
Assets held for sale | 6,339 | — | — | 6,339 | |||||||||||||
Accounts payable and accrued liabilities | (20,127 | ) | (2,725 | ) | (3,926 | ) | (26,778 | ) | |||||||||
Program contracts payable | (10,977 | ) | (3,813 | ) | (6,331 | ) | (21,121 | ) | |||||||||
Deferred tax liability | (74,177 | ) | — | (2,304 | ) | (76,481 | ) | ||||||||||
Other long term liabilities | (23,384 | ) | (65 | ) | (10,550 | ) | (33,999 | ) | |||||||||
Fair value of identifiable net assets acquired | 230,307 | 292,682 | 238,643 | 761,632 | |||||||||||||
Goodwill | 143,942 | 75,004 | 45,538 | 264,484 | |||||||||||||
Less: fair value of non-controlling interest | (1,053 | ) | — | — | (1,053 | ) | |||||||||||
Total | $ | 373,196 | $ | 367,686 | $ | 284,181 | $ | 1,025,063 | |||||||||
Four Points | Freedom | Newport | Other | Total 2012 | |||||||||||||
acquisitions | |||||||||||||||||
Prepaid expenses and other current assets | $ | 456 | $ | 373 | $ | 1,390 | $ | 160 | $ | 2,379 | |||||||
Program contract costs | 3,731 | 3,520 | 10,378 | 1,638 | 19,267 | ||||||||||||
Property and equipment | 34,578 | 54,109 | 53,883 | 16,545 | 159,115 | ||||||||||||
Broadcast licenses | 10,658 | 10,424 | 15,581 | 2,679 | 39,342 | ||||||||||||
Definite-lived intangible assets | 93,800 | 140,963 | 240,013 | 22,546 | 497,322 | ||||||||||||
Other assets | 548 | 278 | 1,097 | — | 1,923 | ||||||||||||
Accounts payable and accrued liabilities | (381 | ) | (589 | ) | (3,928 | ) | (1,178 | ) | (6,076 | ) | |||||||
Program contracts payable | (5,157 | ) | (3,404 | ) | (11,634 | ) | (4,252 | ) | (24,447 | ) | |||||||
Fair value of identifiable net assets acquired | 138,233 | 205,674 | 306,780 | 38,138 | 688,825 | ||||||||||||
Goodwill | 60,843 | 179,609 | 164,621 | 10,661 | 415,734 | ||||||||||||
Total | $ | 199,076 | $ | 385,283 | $ | 471,401 | $ | 48,799 | $ | 1,104,559 | |||||||
The allocations presented above are 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 purchase prices have been allocated to the acquired assets and assumed liabilities based on estimated fair values. The allocations related to the 2014 acquisitions are preliminary pending a final determination of the fair values of the assets and liabilities. | |||||||||||||||||
During the year ended December 31, 2014, we made certain measurement period adjustments to the initial purchase accounting for the acquisitions in 2013, resulting in reclassifications between certain noncurrent assets and noncurrent liabilities, including an increase to property and equipment of approximately $44.3 million, an increase to broadcast licenses of $19.4 million, an increase to noncurrent deferred tax liabilities of $29.3 million, and a decrease to goodwill of $66.3 million, as well as a corresponding increase to depreciation and amortization of $2.5 million during the year ended December 31, 2014. | |||||||||||||||||
These intangible assets will be amortized over the estimated remaining useful lives of 15 years for network affiliations and 10 years for the decaying advertiser base. 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. Other intangible assets will be amortized over the respective weighted average useful lives ranging from 14 to 16 years. The following tables summarize the amounts allocated to definite-lived intangible assets representing the estimated fair values and estimated goodwill deductible for tax purposes (in thousands): | |||||||||||||||||
MEG | KSNV | Allbritton | Other | Total 2014 | |||||||||||||
Stations | acquisitions | ||||||||||||||||
Network affiliations | $ | 63,462 | $ | 43,800 | $ | 356,900 | $ | 42,625 | $ | 506,787 | |||||||
Decaying advertiser base | 9,280 | 12,100 | 38,500 | 9,100 | 68,980 | ||||||||||||
Other intangible assets | 20,414 | 5,825 | 168,700 | 19,300 | 214,239 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 93,156 | $ | 61,725 | $ | 564,100 | $ | 71,025 | $ | 790,006 | |||||||
Estimated goodwill deductible for tax purposes | $ | 74,179 | $ | 49,674 | $ | — | $ | 42,443 | $ | 166,296 | |||||||
Fisher | Barrington | Other | Total 2013 | ||||||||||||||
acquisitions | |||||||||||||||||
Network affiliations | $ | 117,499 | $ | 103,245 | $ | 99,805 | $ | 320,549 | |||||||||
Decaying advertiser base | 18,110 | 41,939 | 19,992 | 80,041 | |||||||||||||
Other intangible assets | 30,425 | 75,069 | 49,641 | 155,135 | |||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 166,034 | $ | 220,253 | $ | 169,438 | $ | 555,725 | |||||||||
Estimated goodwill deductible for tax purposes | $ | 10,765 | $ | 75,004 | $ | 111,208 | $ | 196,977 | |||||||||
Four Points | Freedom | Newport | Other | Total 2012 | |||||||||||||
acquisitions | |||||||||||||||||
Network affiliations | $ | 66,928 | $ | 93,067 | $ | 175,978 | $ | 12,858 | $ | 348,831 | |||||||
Decaying advertiser base | 9,766 | 25,059 | 23,662 | 1,843 | 60,330 | ||||||||||||
Other intangible assets | 17,106 | 22,837 | 40,373 | 7,845 | 88,161 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 93,800 | $ | 140,963 | $ | 240,013 | $ | 22,546 | $ | 497,322 | |||||||
Estimated goodwill deductible for tax purposes | $ | 60,843 | $ | 179,609 | $ | 164,621 | $ | 10,661 | $ | 415,734 | |||||||
The following tables summarize the results of the acquired operations included in the financial statements of the Company beginning on the acquisition date of each acquisition as listing above (in thousands): | |||||||||||||||||
Revenues | 2014 | 2013 | 2012 | ||||||||||||||
MEG Stations | $ | 2,299 | $ | — | $ | — | |||||||||||
KSNV | 5,972 | — | — | ||||||||||||||
Allbritton | 106,258 | — | — | ||||||||||||||
Barrington | 173,013 | 16,927 | — | ||||||||||||||
Fisher | 184,534 | 79,078 | — | ||||||||||||||
Newport | 162,824 | 149,044 | 11,674 | ||||||||||||||
Freedom (b) | 127,916 | 108,585 | 91,046 | ||||||||||||||
Four Points (a) | 75,058 | 73,673 | 69,964 | ||||||||||||||
Other stations acquired in: | |||||||||||||||||
2014 | 9,172 | — | — | ||||||||||||||
2013 | 139,521 | 52,440 | — | ||||||||||||||
2012 | 21,196 | 21,515 | 4,485 | ||||||||||||||
Total net broadcast revenues | $ | 1,007,763 | $ | 501,262 | $ | 177,169 | |||||||||||
Operating Income | 2014 | 2013 | 2012 | ||||||||||||||
MEG Stations | $ | 1,010 | $ | — | $ | — | |||||||||||
KSNV | 2,108 | — | — | ||||||||||||||
Allbritton | 26,914 | — | — | ||||||||||||||
Barrington | 34,875 | 4,096 | — | ||||||||||||||
Fisher | 26,940 | 19,019 | — | ||||||||||||||
Newport | 53,457 | 35,779 | 2,860 | ||||||||||||||
Freedom (b) | 43,882 | 29,439 | 32,488 | ||||||||||||||
Four Points (a) | 22,441 | 19,754 | 17,287 | ||||||||||||||
Other stations acquired in: | |||||||||||||||||
2014 | 1,569 | — | — | ||||||||||||||
2013 | 26,487 | 12,007 | — | ||||||||||||||
2012 | 2,091 | 946 | (1,589 | ) | |||||||||||||
Total operating income | $ | 241,774 | $ | 121,040 | $ | 51,046 | |||||||||||
(a) These amounts exclude the operations of WLWC-TV which are classified as discontinued operations in the consolidated statements of operations. See Note 3. Disposition of Assets and Discontinued Operations. | |||||||||||||||||
(b) These amounts exclude the operations of WLAJ-TV which are classified as discontinued operations in the consolidated statements of operations. See Note 3. Disposition of Assets and Discontinued Operations. | |||||||||||||||||
In connection with the acquisitions, for the years ended December 31, 2014, 2013, and 2012, we incurred a total of $5.7 million, $2.8 million, and $1.2 million, respectively, of costs primarily related to legal and other professional services, which we expensed as incurred and classified as corporate general and administrative expenses in the consolidated statements of operations. | |||||||||||||||||
Pro Forma Information | |||||||||||||||||
The following table sets forth unaudited pro forma results of operations, assuming that the above acquisitions, along with transactions necessary to finance the acquisitions, occurred at the beginning of the year preceding the year of acquisition. The pro forma results exclude acquisitions presented under Other above, as they were deemed not material both individually and in the aggregate. The 2012 period does not include the pro forma effects of the 2014 acquisitions, and as such will not provide comparability to the 2013 and 2014 pro forma periods presented in the following table (in thousands, except per share data): | |||||||||||||||||
(Unaudited) | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Total revenues | $ | 2,150,124 | $ | 1,838,167 | $ | 1,513,975 | |||||||||||
Net Income | $ | 189,174 | $ | 41,323 | $ | 153,807 | |||||||||||
Net Income attributable to Sinclair Broadcast Group | $ | 186,338 | $ | 38,974 | $ | 153,370 | |||||||||||
Basic earnings per share attributable to Sinclair Broadcast Group | $ | 1.92 | $ | 0.42 | $ | 1.89 | |||||||||||
Diluted earnings per share attributable to Sinclair Broadcast Group | $ | 1.9 | $ | 0.42 | $ | 1.89 | |||||||||||
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, and exclusion of nonrecurring financing and transaction related costs. 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. The pro forma revenues exclude the revenues of WLAJ-TV and WLWC-TV which are classified as discontinued operations in the consolidated statements of operations and KIDK-TV, KXPI-TV, WHTM-TV, WTTA-TV, KXRM-TV, and KXTU-TV which were sold subsequent to acquisition. | |||||||||||||||||
DISPOSITION_OF_ASSETS_AND_DISC
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS | |||||
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS | |||||
3. DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS | |||||
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 in the 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. WLAJ-TV was acquired in the second quarter of 2012 in connection with the acquisition of the television stations from Freedom. WLWC-TV was recently acquired in the first quarter of 2012 in connection with the acquisition of the television stations from Four Points. See Note 2. Acquisitions for more information. 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. Total revenues for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2013, were $0.6 million and $1.6 million, respectively. Total revenues of WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2012, are $3.7 million and $6.3 million, respectively. Total income before taxes for WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2013, are $0.2 million and $0.4 million, respectively, and total income(loss) before taxes of WLAJ-TV and WLWC-TV, which are included in discontinued operations for the year ending December 31, 2012, are $0.9 million and $0.2 million, respectively. The resulting gain on the sale of these stations in 2013 was negligible. | |||||
Additionally, we recognized an $11.2 million income tax benefit during the year ended December 31, 2013, attributable to the adjustment of certain liabilities for unrecognized tax benefits related to discontinued operations. See Note 10. Income Taxes for further information. | |||||
Dispositions related to station acquisitions | |||||
As discussed in Note 2. Acquisitions, we completed the acquisition of certain broadcast assets from Media General. Simultaneously, we sold to Media General the broadcast assets of WTTA in Tampa, FL and KXRM/KXTU in Colorado Springs, CO for $93.1 million less working capital of $0.6 million. We recognized a $39.0 million gain on sale related to WTTA. | |||||
Concurrent with the acquisition of the Allbritton companies discussed in Note 2. Acquisitions, due to FCC conflict ownership rules, we sold WHTM in Harrisburg/Lancaster/York, PA to Media General in September 2014 for $83.4 million, less working capital of $0.2 million and the non-license assets of WTAT in Charleston, SC to Cunningham for $14.0 million, effective August 1, 2014. WHTM was acquired from the Allbritton companies and assets of WHTM were classified as assets held for sale in the Allbritton purchase price allocation. We did not recognize a gain or loss on this transaction. Prior to the sale of WTAT, we operated the station under an LMA and purchase agreement with Cunningham. This sale was accounted for as a transaction between parties under common control. See Note 12. Related Person Transaction for further discussion. | |||||
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 $15.0 million less, and recognized a loss on sale of $3.3 million. We also sold our station, WYZZ (FOX) in Peoria, IL, which receives non-programming related sales, operational and administrative services from Nexstar Broadcasting pursuant to certain outsourcing agreements, to Cunningham for $22.0 million. This sale was accounted for as a transaction between parties under common control. See Note 12. Related Person Transactions for further discussion. | |||||
Concurrent with the Fisher acquisition discussed in Note 2. Acquisitions, a third party that performed certain services pursuant to an outsourcing agreement to the station that we acquired, KIDK and KXPI in Idaho Falls, ID, 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 Fisher purchase price allocation. See Note 2. Acquisitions for further discussion. | |||||
Concurrent with the acquisition of WKRC in Cincinnati, OH and WOAI in San Antonio, TX from Newport (see Note 2. Acquisitions), we sold the license assets of two of our existing stations located in Cincinnati, OH (WSTR) and San Antonio, TX (KMYS) for a total of $10.7 million to third parties. We provide non-programming related sales, operational and administrative services to these stations pursuant to certain outsourcing agreements and we have assignable purchase options with these licensees to acquire the license assets. We consolidate the license assets of these stations because the licensee companies are VIEs and we are the primary beneficiary. See Variable Interest Entities in Note 1. Nature of Operations and Summary of Significant Accounting Policies. | |||||
The dispositions of the above assets did not meet the criteria for classification as discontinued operations, therefore the results of operations are included in continuing operations in our consolidated statements of operations. | |||||
Assets Held for Sale | |||||
We expect to sell, Triangle Sign & Service, LLC, a consolidated investment in our other operating divisions, in the first half of 2015. In accordance with Financial Accounting Standards Board’s (FASB) guidance on reporting assets held for sale, we reported our assets and liabilities related to Triangle as held for sale in the accompanying consolidated balance sheet as of December 31, 2014. Results of operations of these stations are included within the results from continuing operations as the criteria for classification as discontinued operations was not met. | |||||
As of December 31, 2014, the major classes of assets and liabilities of the group reported as held for sale on the accompanying consolidated balance sheet are shown below: | |||||
December 31, 2014 | |||||
Assets: | |||||
Accounts receivable | $ | 5,101 | |||
Prepaid expenses and other current assets | 1,403 | ||||
Total current assets held for sale | 6,504 | ||||
Property and equipment (a) | 1,036 | ||||
Goodwill | 2,975 | ||||
Definite-lived intangible assets | 2,962 | ||||
Total assets held for sale | $ | 13,477 | |||
Liabilities: | |||||
Accounts payable | $ | 1,096 | |||
Accrued liabilities | 1,360 | ||||
Current portion of notes payable, capital leases and commercial bank financing | 21 | ||||
Total liabilities held for sale | $ | 2,477 | |||
(a) | Excluded from the above is $1.8 million in held for sale assets related to certain real estate assets within our broadcast segment. | ||||
STOCKBASED_COMPENSATION_PLANS
STOCK-BASED COMPENSATION PLANS: | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
STOCK-BASED COMPENSATION PLANS: | ||||||||
STOCK-BASED COMPENSATION PLANS: | ||||||||
4. STOCK-BASED COMPENSATION PLANS: | ||||||||
In June 1996, our Board of Directors adopted, upon approval of the shareholders by proxy, the 1996 Long-Term Incentive Plan (LTIP). The purpose of the LTIP is to reward key individuals for making major contributions to our success and the success of our subsidiaries and to attract and retain the services of qualified and capable employees. Under the LTIP, we have issued restricted stock awards (RSAs), stock grants to our non-employee directors, stock-settled appreciation rights (SARs) and stock options. A total of 14,000,000 shares of Class A Common Stock are reserved for awards under this plan. As of December 31, 2014, 8,414,109 shares (including forfeited shares) were available for future grants. Additionally, we have the following arrangements that involve stock-based compensation: employer matching contributions (the Match) for participants in our 401(k) plan, an employee stock purchase plan (ESPP), and subsidiary stock awards. Stock-based compensation expense has no effect on our consolidated cash flows. For the years ended December 31, 2014, 2013 and 2012, we recorded stock-based compensation of $14.3 million, $10.6 million and $5.9 million, respectively. Below is a summary of the key terms and methods of valuation of our stock-based compensation awards: | ||||||||
RSAs. RSAs issued in 2014, 2013 and 2012 have certain restrictions that lapse over two years at 50% and 50%, respectively. As the restrictions lapse, the Class A Common Stock may be freely traded on the open market. Unvested RSAs are entitled to dividends. The fair value assumes the closing value of the stock on the grant date. | ||||||||
The following is a summary of changes in unvested restricted stock: | ||||||||
RSAs | Weighted-Average | |||||||
Price | ||||||||
Unvested shares at December 31, 2013 | 370,000 | $ | 13.81 | |||||
2014 Activity: | ||||||||
Granted | 73,700 | 28.23 | ||||||
Vested | (214,000 | ) | 13.52 | |||||
Forfeited | — | — | ||||||
Unvested shares at December 31, 2014 | 229,700 | 18.71 | ||||||
For the years ended December 31, 2014, 2013 and 2012, we recorded compensation expense of $3.2 million, $2.7 million and $1.2 million, respectively. The majority of the unrecognized compensation expense of $1.4 million as of December 31, 2014 will be recognized in 2015. During 2014, outstanding RSAs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share. | ||||||||
Stock Grants to Non-Employee Directors. In addition to directors fees paid, on the date of each of our annual meetings of shareholders, each non-employee director receives a grant of unrestricted shares of Class A Common Stock. In 2014, 2013 and 2012, we issued 12,000 shares, 31,250 shares and 25,000 shares, respectively. We recorded expense of $0.4 million, $0.8 million and $0.2 million for each of the years ended December 31, 2014, 2013 and 2012, respectively, which was based on the closing value of the stock on the date of grant. Additionally, these shares are included in the total shares outstanding, which results in a dilutive effect on our basic and diluted earnings (loss) per share. | ||||||||
SARs. During the years ended December, 2014, 2013 and 2012, 200,000, 500,000 and 400,000 SARs were granted with base values per share of $27.86, $14.21 and $11.68, respectively, to our President and Chief Executive Officer. The SARs have a 10-year term and vest immediately. The base value of each SAR is equal the closing price of our Class A Common Stock on the grant date. For the years ended December 31, 2014, 2013 and 2012, we recorded compensation expense equal to the estimated fair value at the grant date, of $2.6 million, $3.2 million and $2.0 million, respectively. We valued the SARs using the Black-Scholes model and the following assumptions: | ||||||||
2014 | 2013 | 2012 | ||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | 0.9 | % | ||
Expected years until exercise | 5 years | 5 years | 5 years | |||||
Expected volatility | 65 | % | 73 | % | 73 | % | ||
Annual dividend yield | 2.2 | % | 4.3 | % | 5.2 | % | ||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for U.S. Treasury zero coupon separate trading of registered interest and principal securities, commonly known as STRIPS, that approximate the expected life of the options. The expected volatility is based on our historical stock prices over a period equal to the expected life of the options. The annual dividend yield is based on the annual dividend per share divided by the share price on the grant date. | ||||||||
The following is a summary of the 2014 activity: | ||||||||
SARs | Weighted- | |||||||
Average Price | ||||||||
Outstanding at December 31, 2013 | 1,400,000 | $ | 13.25 | |||||
2014 Activity: | ||||||||
Granted | 200,000 | 27.86 | ||||||
Exercised | — | |||||||
Outstanding SARs at December 31, 2014 | 1,600,000 | 15.08 | ||||||
The aggregate intrinsic value of the 1,600,000 outstanding as of December 31, 2014 was $19.6 million, and the outstanding SARs have a weighted average remaining contractual life of 6.89 years as of December 31, 2014. During 2014, 2013 and 2012, outstanding SARs increased the weighted average shares outstanding for purposes of determining dilutive earnings per share. | ||||||||
Options. In April 2014, we entered into an employment agreement with our Chief Financial Officer, to grant annually on each December 31, an option to purchase 125,000 shares of Class A Common Stock beginning December 31, 2014 through December 31, 2021. Upon grant, the stock options are immediately exercisable. The maximum aggregate intrinsic value that can be earned under the arrangement cannot exceed $20 million. The stock options are granted with an exercise price equal to the closing price of the stock on the date of grant and have a 10 year contractual life. | ||||||||
Since the stock options are fully vested upon grant and requisite service must be satisfied to receive the award, we estimate the fair value of each of the options to be issued in the future and recognize the compensation expense over the period until the actual grant date. The fair value of each award is remeasured each period until the actual grant with the ultimate cumulative expense equaling the grant date fair value of the award. During the year ended December 31, 2014, we recorded $1.5 million of stock-based compensation expense related to this arrangement, based on estimated fair values of each of the options, of which $1.1 million was attributable to the option granted on December 31, 2014. | ||||||||
We value the stock options using the Black-Scholes pricing model. We used the following inputs to the model to value the option granted on December 31, 2014, which has an exercise price of $27.36 per share: | ||||||||
2014 | ||||||||
Risk-free interest rate | 1.8 | % | ||||||
Expected years to exercise | 5 years | |||||||
Expected volatility | 47.6 | % | ||||||
Annual dividend yield | 2.3 | % | ||||||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for U.S. Treasury STRIPS, that approximate the expected life of the options. The expected volatility is based on our historical stock prices over a period equal to the expected life of the options. The annual dividend yield is based on the annual dividend per share divided by the share price on the grant date. | ||||||||
Match. The Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust (the 401(k) Plan) is available as a benefit for our eligible employees. Contributions made to the 401(k) Plan include an employee elected salary reduction amount, the Match and an additional discretionary amount determined each year by the Board of Directors. The Match and any additional discretionary contributions may be made using our Class A Common Stock if the Board of Directors so chooses. Typically, we make the Match using our Class A Common Stock. | ||||||||
The value of the Match is based on the level of elective deferrals into the 401(k) plan. The amount of shares of our Class A Common Stock used to make the Match is determined using the closing price on or about March 1st of each year for the previous calendar year’s Match. The Match is discretionary and is equal to a maximum of 50% of elective deferrals by eligible employees, capped at 4% of the employee’s total cash compensation. For the years ended December 31, 2014, 2013 and 2012, we recorded $5.2 million, $3.1 million and $1.6 million, respectively, of stock-based compensation expense related to the Match. A total of 3,000,000 shares of Class A Common Stock are reserved for matches under the plan. As of December 31, 2014, 775,696 shares were available for future grants. | ||||||||
ESPP. The ESPP allows eligible employees to purchase Class A Common Stock at 85% of the lesser of the fair value of the common stock as of the first day of the quarter and as of the last day of that quarter, subject to certain limits as defined in the ESPP. The stock-based compensation expense recorded related to the ESPP for the years ended December 31, 2014, 2013 and 2012 was $0.7 million, $0.3 million and $0.2 million, respectively. Less than 0.1 million shares were issued to employees during the year ended December 31, 2014. A total of 2,200,000 shares of Class A Common Stock are reserved for awards under the plan. As of December 31, 2014, 245,761 shares were available for future grants. | ||||||||
Subsidiary Stock Awards. From time to time, we grant subsidiary stock awards to employees. The subsidiary stock is typically in the form of a membership interest in a consolidated limited liability company, not traded on a public exchange and valued based on the estimated fair value of the subsidiary. Fair value is typically estimated using discounted cash flow models and/or appraisals. These stock awards vest immediately. For the years ended December 31, 2014, 2013 and 2012, we recorded compensation expense of $0.2 million, $0.3 million and $0.7 million, respectively, related to these awards which increase noncontrolling interest equity. These awards have no effect on the shares used in our basic and diluted earnings per share. | ||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT: | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT: | ||||||||
PROPERTY AND EQUIPMENT: | ||||||||
5. PROPERTY AND EQUIPMENT: | ||||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is generally computed under the straight-line method over the following estimated useful lives: | ||||||||
Buildings and improvements | 10 - 30 years | |||||||
Station equipment | 5 - 10 years | |||||||
Office furniture and equipment | 5 - 10 years | |||||||
Leasehold improvements | Lesser of 10 - 30 years or lease term | |||||||
Automotive equipment | 3 - 5 years | |||||||
Property and equipment under capital leases | Lease term | |||||||
Acquired property and equipment as discussed in Note 2. Acquisitions, is depreciated on a straight-line basis over the respective estimated remaining useful lives. | ||||||||
Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land and improvements | $ | 55,269 | $ | 37,517 | ||||
Real estate held for development and sale | 113,514 | 67,037 | ||||||
Buildings and improvements | 192,478 | 168,441 | ||||||
Station equipment | 684,176 | 572,851 | ||||||
Office furniture and equipment | 70,402 | 50,210 | ||||||
Leasehold improvements | 19,091 | 19,453 | ||||||
Automotive equipment | 37,726 | 23,443 | ||||||
Capital leased assets | 81,625 | 81,602 | ||||||
Construction in progress | 18,774 | 17,078 | ||||||
1,273,055 | 1,037,632 | |||||||
Less: accumulated depreciation | (520,517 | ) | (441,561 | ) | ||||
$ | 752,538 | $ | 596,071 | |||||
Capital leased assets are related to building, tower and equipment leases. Depreciation related to capital leases is included in depreciation expense in the consolidated statements of operations. We recorded capital lease depreciation expense of $3.7 million, $4.0 million and $3.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
GOODWILL_BROADCAST_LICENSES_AN
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: | |||||||||||
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: | |||||||||||
6. GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: | |||||||||||
Goodwill, which arises from the purchase price exceeding the assigned value of the net assets of an acquired business, represents the value attributable to unidentifiable intangible elements being acquired. Goodwill totaled $1,964.6 million and $1,380.1 million at December 31, 2014 and 2013, respectively. The change in the carrying amount of goodwill related to continuing operations was as follows (in thousands): | |||||||||||
Broadcast | Other | Consolidated | |||||||||
Operating | |||||||||||
Divisions | |||||||||||
Balance at December 31, 2012 | |||||||||||
Goodwill | $ | 1,484,117 | $ | 3,488 | $ | 1,487,605 | |||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
1,070,544 | 3,488 | 1,074,032 | |||||||||
Acquisition of television stations (a) | 330,309 | — | 330,309 | ||||||||
Sale of broadcast assets (d) | (14,724 | ) | — | (14,724 | ) | ||||||
Measurement period adjustments related to 2012 acquisitions (e) | (9,535 | ) | — | (9,535 | ) | ||||||
Balance at December 31, 2013 (c) | |||||||||||
Goodwill (a) | 1,790,167 | 3,488 | 1,793,655 | ||||||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
1,376,594 | 3,488 | 1,380,082 | |||||||||
Acquisition of television stations (a) | 701,854 | — | 701,854 | ||||||||
Sale of broadcast assets (d) | (26,731 | ) | — | (26,731 | ) | ||||||
Deconsolidation of variable interest entities (b) | (21,357 | ) | — | (21,357 | ) | ||||||
Measurement period adjustments related to 2013 acquisitions (e) | (66,320 | ) | — | (66,320 | ) | ||||||
Assets held for sale | — | (2,975 | ) | (2,975 | ) | ||||||
Balance at December 31, 2014 (c) | |||||||||||
Goodwill | 2,377,613 | 513 | 2,378,126 | ||||||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
$ | 1,964,040 | $ | 513 | $ | 1,964,553 | ||||||
(a) | In 2014 and 2013, we acquired goodwill as a result of acquisitions as discussed in Note 2. Acquisitions. | ||||||||||
(b) | In 2014, we deconsolidated certain variable interest entities and the amounts relate to WYZZ in Peoria, IL and WTAT in Charleston, SC, as discussed in Variable Interest Entities within Note 1. Nature of Operations and Summary of Significant Accounting Policies. | ||||||||||
(c) | Approximately $0.8 million and $6.4 million of goodwill relates to consolidated VIEs as of December 31, 2014 and 2013, respectively. | ||||||||||
(d) | Amounts relate to the 2013 sale of WSYT (including certain assets of WNYS, which we performed service to under an LMA) in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tampa, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations. | ||||||||||
(e) | Amounts relate to immaterial measurement period adjustments related to 2013 acquisitions. | ||||||||||
We did not have any indicators of impairment in any interim period in 2014, 2013, or 2012, and therefore did not perform interim impairment tests for goodwill during those periods. We performed our annual impairment tests for goodwill in the fourth quarter of 2014 and 2013 and as a result of our qualitative assessment we concluded based on our qualitative assessment of goodwill that it was more likely than not that the fair values of the reporting units would sufficiently exceed their carrying values and it was unnecessary to perform the quantitative two-step method. | |||||||||||
Based on the results of our annual qualitative assessment for goodwill impairment performed in 2012, we concluded that we would need to perform a quantitative “Step 1” test for three of our markets which had aggregate goodwill of $79.5 million as of October 1, 2012, the date of our annual impairment test. These markets had a decrease in operating results for the past few years and therefore, we estimated the fair value of these reporting units based on a market approach and income approach. For all three markets, the fair value of the reporting unit exceeded the respective carrying value by more than 10%. For all our other reporting units, we concluded based on the qualitative assessment that it was more likely than not that the fair values of these reporting units would sufficiently exceed their carrying values and it was not necessary to perform the quantitative two-step method. | |||||||||||
The qualitative factors for our reporting units reviewed during our annual assessments, with the exception of the three markets in which we performed a quantitative assessment in 2012, indicated stable or improving margins and favorable or stable forecasted economic conditions including stable discount rates and comparable or improving business multiples. Additionally, the results of prior quantitative assessments supported significant excess fair value over carrying value of our reporting units. | |||||||||||
As of December 31, 2014 and 2013, the carrying amount of our broadcast licenses related to continuing operations was as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ | 101,029 | $ | 85,122 | |||||||
Acquisition of television stations (a) | 18,027 | 15,514 | |||||||||
Sale of broadcast assets (d) | (45 | ) | (25 | ) | |||||||
Impairment charge | (3,240 | ) | — | ||||||||
Measurement period adjustments related to 2013 acquisitions (a) | 19,355 | 418 | |||||||||
Deconsolidation of variable interest entities (b) | (51 | ) | — | ||||||||
Ending balance (c) | $ | 135,075 | $ | 101,029 | |||||||
(a) | See Note 2. Acquisitions. | ||||||||||
(b) | In 2014, we deconsolidated certain variable interest entities and the amounts relate to WYZZ in Peoria, IL and WTAT in Charleston, SC, as discussed in Variable Interest Entities within Note 1. Nature of Operations and Summary of Significant Accounting Policies. | ||||||||||
(c) | Approximately $16.9 million and $16.8 million of broadcast licenses relate to consolidated VIEs as of December 31, 2014 and 2013, respectively. | ||||||||||
(d) | Amounts relate to the 2013 sale of WSYT, in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tamp, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations. | ||||||||||
We did not have any indicators of impairment for broadcast licenses in any interim period in 2014, and therefore did not perform interim impairment tests during those periods. We performed our annual impairment tests for indefinite-lived intangibles in the fourth quarter of 2014 and as a result of our qualitative and/or quantitative assessments we recorded $3.2 million in impairment, included with amortization of $113.4 million within the consolidated statement of operations, related to broadcast licenses with a carrying value of $21.1 million, compared to their estimated fair value of $17.9 million, as a result of a decrease in the projected future market revenues related to our radio broadcast licenses in Seattle, WA. | |||||||||||
The key assumptions used to determine the fair value of our broadcast licenses consisted primarily of significant unobservable inputs (Level 3 fair value inputs), including discount rates, estimated market revenues, normalized market share, normalized profit margin, and estimated start-up costs. The qualitative factors for our broadcast licenses indicated an increase in market revenues, stable market shares and stable cost factors. The revenue, expense and growth rates used in determining the fair value of our broadcast licenses remained constant or increased slightly from 2013 to 2014. The growth rates are based on market studies, industry knowledge and historical performance. The discount rates used to determine the fair value of our broadcast licenses did not change significantly over the last three years. The discount rate is based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk. | |||||||||||
The following table shows the gross carrying amount and accumulated amortization of definite-lived intangibles related to continuing operations (in thousands): | |||||||||||
As of December 31, 2014 | |||||||||||
Gross | Accumulated | Net | |||||||||
Carrying | Amortization | ||||||||||
Amount | |||||||||||
Amortized intangible assets: | |||||||||||
Network affiliation (a) | $ | 1,396,792 | $ | (257,526 | ) | $ | 1,139,266 | ||||
Decaying advertiser base (b) | 324,262 | (148,878 | ) | 175,384 | |||||||
Other (c) | 599,472 | (95,859 | ) | 503,613 | |||||||
Total | $ | 2,320,526 | $ | (502,263 | ) | $ | 1,818,263 | ||||
As of December 31, 2013 | |||||||||||
Gross | Accumulated | Net | |||||||||
Carrying | Amortization | ||||||||||
Amount | |||||||||||
Amortized intangible assets: | |||||||||||
Network affiliation (a) | $ | 869,535 | $ | (195,037 | ) | $ | 674,498 | ||||
Decaying advertiser base (b) | 260,454 | (135,978 | ) | 124,476 | |||||||
Other (c) | 389,769 | (60,988 | ) | 328,781 | |||||||
Total | $ | 1,519,758 | $ | (392,003 | ) | $ | 1,127,755 | ||||
(a) | The increase in network affiliation assets includes amounts from acquisitions of $506.8 million and $321.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments recorded during 2014 related to 2013 acquisitions. | ||||||||||
(b) | The increase in decaying advertiser base includes amounts from acquisitions of $69.0 million and $80.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions. | ||||||||||
(c) | The increase in other intangible assets includes the amounts from acquisitions of $214.2 million and $155.5 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions. The increase also includes the purchase of additional alarm monitoring contracts of $27.7 million, which is included in Other Operating Divisions. | ||||||||||
Definite-lived intangible assets and other assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives which generally range from 5 to 25 years. The total weighted average useful life of all definite-lived intangible assets and other assets subject to amortization acquired as a result of the acquisitions discussed in Note 2. Acquisitions is 14 years. The amortization expense of the definite-lived intangible assets for the years ended December 31, 2014, 2013 and 2012 was $125.5 million, $70.8 million and $38.1 million, respectively. We analyze specific definite-lived intangibles for impairment when events occur that may impact their value in accordance with the respective accounting guidance for long-lived assets. There were no impairment charges recorded for the years ended December 31, 2014, 2013 and 2012. | |||||||||||
The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years (in thousands): | |||||||||||
For the year ended December 31, 2015 | $ | 147,831 | |||||||||
For the year ended December 31, 2016 | 146,877 | ||||||||||
For the year ended December 31, 2017 | 144,887 | ||||||||||
For the year ended December 31, 2018 | 143,923 | ||||||||||
For the year ended December 31, 2019 | 143,834 | ||||||||||
Thereafter | 1,090,911 | ||||||||||
$ | 1,818,263 | ||||||||||
NOTES_PAYABLE_AND_COMMERCIAL_B
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: | |||||||||||
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: | |||||||||||
7. NOTES PAYABLE AND COMMERCIAL BANK FINANCING: | |||||||||||
Bank Credit Agreement | |||||||||||
We have a syndicated credit facility which includes both revolving credit and issued term loans (Bank Credit Agreement). During the years ended December 31, 2014, 2013 and 2012, the Bank Credit Agreement has been restated and amendment several times to provide incremental financing to the acquisitions as discussed under Note 2. Acquisitions. As of December 31, 2014, $1,725.9 million of aggregate borrowings were outstanding under the Bank Credit Agreement, which consists of the following: | |||||||||||
Term Loan A. As of December 31, 2014, $348.1 million of term loans maturing in April 2018 which bear interest at LIBOR plus 2.25% (Term Loan A) were outstanding. As of December 31, 2013, $500.0 million of Term Loan A was outstanding, and we had an additional commitment of $200.0 million to be drawn on a delayed basis in 2014. On July 31, 2014, the most recent amendment to the Bank Credit Agreement, $327.7 million of Term Loan A was converted into revolving commitments. | |||||||||||
Term Loan B. As of December 31, 2014, $1,035.9 million of term loans, net of unamortized original issue discount of $4.0 million, were outstanding, which consist of 1) $650.0 million original principal maturing in April 2020, bearing interest at LIBOR plus 2.25% with 0.75% LIBOR floor, and 2) $400.0 million original principal maturing July 2021, bearing interest at LIBOR plus 2.75% with a 0.75% LIBOR floor (collectively, Term Loan B). As of December 31, 2013, $642.7 million of Term Loan B, net of unamortized original issue discount of $3.6 million, was outstanding. On July 31, 2014, the incremental Term Loan B of $400.0 million, discussed above, was issued at 99.75% of par ($1.0 million original issue discount). | |||||||||||
Revolving Credit Facility. As of December 31, 2014 and 2013, our total commitments under the revolving credit facility (Revolver) were $485.2 million and $157.5 million, respectively. The Revolver matures in April 2018 and bears interest at LIBOR plus 2.25%. We incur a commitment fee on undrawn capacity of 0.5%. On July 31, 2014, $327.7 million of Term Loan A was converted into revolving commitments. As of December 31, 2014, $338.0 million of borrowings and $3.1 million of letters of credit were issued under the Revolver. Remaining borrowing capacity under the Revolver was $144.1 million as of December 31, 2014. | |||||||||||
Interest expense related to the Bank Credit Agreement, including the Revolver, in our consolidated statements of operations was $38.7 million, $27.3 million and $35.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Included in these amounts were debt refinancing costs of $3.8 million, $2.4 million and $6.3 million for the years ended December 31, 2014, 2013, and 2012 respectively, in accordance with debt modification accounting guidance that applied to the amendments. Additionally, we capitalized $3.8 million, $14.9 million and $2.3 million as deferred financing costs, during the years ended December 31, 2014, 2013 and 2012, respectively. Deferred financing costs are classified within other assets within our consolidated balance sheet. The weighted average effective interest rate of the Term Loan B for the years ended December 31, 2014 and 2013 was 3.27% and 3.29%, respectively. The weighted average effective interest rate of the Term Loan A for the years ended December 31, 2014 and 2013 was 2.34% and 2.51%, respectively. The weighted average effective interest rate of the Revolver for the year ended December 31, 2014 was 2.47%. | |||||||||||
Our Bank Credit Agreement, as well as indentures governing our outstanding notes as described below, contains a number of covenants that, among other things, restrict our ability and our subsidiaries’ ability to incur additional indebtedness with certain exceptions, pay dividends (See Note 9. Common Stock), incur liens, engage in mergers or consolidations, make acquisitions, investments or disposals and engage in activities with affiliates. In addition, under the Bank Credit Agreement, we are required to maintain a ratio of First Lien Indebtedness of 4.0 times EBITDA. As of December 31, 2014, we were in compliance with all financial ratios and covenants. | |||||||||||
Our Bank Credit Agreement also contains certain cross-default provisions with certain material third-party licensees, defined as any party that owns the license assets of one or more television stations for which we provided services to pursuant to LMAs and/or other outsourcing agreements and those stations provide 10% or more of our aggregate broadcast cash flows. A default by a material third-party licensee under our agreements with such parties, including a default caused by insolvency, would cause an event of default under our Bank Credit Agreement. As of December 31, 2014, there were no material third party licensees as defined in our Bank Credit Agreement. | |||||||||||
Substantially all of our stock in our wholly-owned subsidiaries has been pledged as security for the Bank Credit Agreement. | |||||||||||
5.625% Senior Unsecured Notes, due 2024 | |||||||||||
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 have certain 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 effective August 1, 2014. Concurrent with entering into the 5.625% Indenture in July 2013, we also entered into a registration 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. | |||||||||||
Interest expense was $13.6 million for the year ended December 31, 2014. The weighted average effective interest rate for the 5.625% Notes was 5.625% for the year ended December 31, 2014. | |||||||||||
6.375% Senior Notes, due 2021 | |||||||||||
On October 11, 2013, we issued $350.0 million in senior unsecured notes, which bear interest at a rate of 6.375% per annum and mature on November 1, 2021 (the 6.375% Notes), pursuant to an indenture dated October 11, 2013 (the 6.375% Indenture). The 6.375% Notes were priced at 100% of their par value and interest is payable semi-annually on May 1 and November 1, commencing on May 1, 2014. Prior to November 1, 2016, we may redeem the 6.375% 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 Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium as set forth in the 6.375% Indenture. In addition, on or prior to November 1, 2016, we may redeem up to 35% of the 6.375% Notes using the proceeds of certain equity offerings. If we sell certain of our assets or experience specific kinds of changes of control, holder of the 6.375% Notes may require us to repurchase some or all of the Notes. Upon the sale of certain of our assets or certain changes of control, the holders of the 6.375% Notes may require us to repurchase some or all of the notes. The proceeds from the offering of the 6.375% Notes were used to partially fund the redemption of the 9.25% Senior Secured Second Lien Notes, Due 2017 (the 9.25% Notes), as discussed further below. Concurrent with entering into an indenture for the 6.375% Notes in October 2013, we also entered into a registration rights agreement requiring us to complete an offer of an exchange of the 6.375% Notes for registered securities with the Securities and Exchange Commission (the SEC) by July 8, 2014. We filed a registration statement on Form S-4 with the SEC on December 6, 2013, which became effective on December 19, 2013. An exchange offer was launched on December 19, 2013 to exchange the unregistered 6.375% Notes with the holders for 6.375% Notes registered under the Securities Act of 1933. The exchange offer was completed on January 24, 2014 with 99.7% of the $350.0 million 6.375% Senior Unsecured Notes due 2021 tendered in the exchange offer. | |||||||||||
Interest expense was $22.4 million for the year ended December 31, 2014. The weighted average effective interest rate for the 6.375% Notes was 6.375% for the year ended December 31, 2014. | |||||||||||
5.375% Senior Unsecured Notes, due 2021 | |||||||||||
On April 2, 2013, we issued $600.0 million of senior unsecured notes, which bear interest at a rate of 5.375% per annum and mature on April 1, 2021 (the 5.375% Notes), pursuant to an indenture dated April 2, 2013 (the 5.375% Indenture). The 5.375% Notes were priced at 100% of their par value and interest is payable semi-annually on April 1 and October 1, commencing on October 1, 2013. Prior to April 1, 2016, we may redeem the 5.375% 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 5.375% Notes plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the 5.375% Indenture. Beginning on April 1, 2016, we may redeem some or all of the 5.375% Notes at any time or from time to time at a redemption price set forth in the 5.375% Indenture. In addition, on or prior to April 1, 2016, we may redeem up to 35% of the 5.375% Notes using proceeds of certain equity offerings. Upon the sale of certain of our assets or certain changes of control, the holders of the 5.375% Notes may require us to repurchase some or all of the notes. The net proceeds from the offering of the 5.375% Notes were used to pay down outstanding indebtedness under our bank credit facility. Concurrent with entering into an indenture for the 5.375% Notes in April 2013, we also entered into a registration rights agreement requiring us to complete an offer of an exchange of the 5.375% Notes for registered securities with the Securities and Exchange Commission (the SEC) by December 28, 2013. We filed a registration statement on Form S-4 with the SEC on April 4, 2013, which became effective on April 16, 2013. An exchange offer was launched on May 23, 2013 to exchange the unregistered 5.375% Notes with the holders for 5.375% Notes registered under the Securities Act of 1933. The exchange offer was completed on June 28, 2013 with 100% of the $600.0 million 5.375% Senior Unsecured Notes due 2021 tendered in the exchange offer. | |||||||||||
Interest expense was $32.3 million for the year ended December 31, 2014. The weighted average effective interest rate for the 5.375% Notes was 5.375% for the year ended December 31, 2014. | |||||||||||
6.125% Senior Unsecured Notes, due 2022 | |||||||||||
On October 12, 2012, we issued $500.0 million of senior unsecured notes, which bear interest at a rate of 6.125% per annum and mature on October 1, 2022 (the 6.125% Notes), pursuant to an indenture dated October 12, 2012 (the 2012 Indenture). The 6.125% Notes were priced at 100% of their par value and interest is payable semi-annually on April 1 and October 1, commencing on April 1, 2013. Prior to October 1, 2017, we may redeem the 6.125% 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 6.125% Notes plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the 2012 Indenture. Beginning on October 1, 2017, we may redeem some or all of the 6.125% Notes at any time or from time to time at a redemption price set forth in the 2012 Indenture. In addition, on or prior to October 1, 2015, we may redeem up to 35% of the 6.125% Notes using proceeds of certain equity offerings. Upon the sale of certain of our assets or certain changes of control, the holders of the 6.125% Notes may require us to repurchase some or all of the notes. The net proceeds from the offering of the 6.125% Notes were used to pay down outstanding indebtedness under the revolving credit facility under our Bank Credit Agreement and fund certain acquisitions as described under Note 2. Acquisitions, and for general corporate purposes. Concurrent with entering into the 2012 Indenture, we also entered into a registration rights agreement requiring us to complete an offer of an exchange of the 6.125% Notes for registered securities with the Securities and Exchange Commission (the SEC) by July 8, 2013. We filed a registration statement on Form S-4 with the SEC on April 4, 2013 which became effective on April 16, 2013. An exchange offer was launched on May 23, 2013 to exchange the unregistered 6.125% Notes with the holders for 6.125% Notes registered under the Securities Act of 1933. The exchange offer was completed on June 28, 2013 with 100.0% of the $500.0 million 6.125% Senior Unsecured Notes due 2022 tendered in the exchange offer | |||||||||||
Interest expense was $30.6 million for the year ended December 31, 2014. The weighted average effective interest rate for the 6.125% Notes was 6.125% for the year ended December 31, 2014. | |||||||||||
8.375% Senior Unsecured Notes, due 2018 | |||||||||||
Effective October 15, 2014, we redeemed all of the outstanding 8.375% Senior Notes due 2018, representing $237.5 million aggregate principal amount of Notes as of October 15, 2014. Upon the redemption, along with the principal, we paid the accrued and unpaid interest and a make whole premium of $9.9 million, for a total of $257.4 million paid to note holders. We recorded a loss on extinguishment of $14.6 million in the fourth quarter of 2014 related to this redemption. | |||||||||||
Interest and amortization expense was $16.0 million, $20.3 million and $20.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. The weighted average effective interest rate of the 8.375% Notes, including amortization of its bond discount, was 8.65% for the year ended December 31, 2013. | |||||||||||
9.25% Senior Secured Second Lien Notes, Due 2017 | |||||||||||
Effective October 12, 2013, we redeemed all of the outstanding 9.25% Senior Secured Second Lien Notes, representing $500.0 million in aggregate principal amount. Upon the redemption, along with the principal, we paid the accrued and unpaid interest and a make whole premium of $25.4 million, for a total of $546.1 million paid to noteholders. We recorded a loss on extinguishment of $43.1 million in the fourth quarter of 2013 related to this redemption, which included the write-off of the unamortized deferred financing costs of $9.5 million and debt discount of $8.2 million. | |||||||||||
Interest expense was $37.3 million and $47.7 million for the years ended December 31, 2013 and 2012, respectively. The weighted average effective interest rate for the 9.25% Notes, including the amortization of its bond discount, was 9.74% for the year ended December 31, 2012. | |||||||||||
4.875% Convertible Senior Notes, due 2018 and 3.0% Convertible Senior Notes, Due 2027 | |||||||||||
In September 2013, 100% of the outstanding 4.875% Convertible Senior Notes, due in 2018 (the 4.875% Notes), representing aggregate principal of $5.7 million, were converted into 388,632 shares of Class A Common Stock, as permitted under the indenture, resulting in an increase in additional paid-in capital of $8.6 million, net of income taxes. | |||||||||||
In October 2013, 100% of the outstanding 3.0% Convertible Senior Notes, due in 2027 (the 3.0% Notes), representing aggregate principal of $5.4 million, were converted and settled fully in cash of $10.5 million, as permitted under the indenture. As the original terms of the indenture included a cash conversion feature, the effective settlement of the liability and equity components were accounted for separately. The redemption of the liability component results in a $1.0 million gain on extinguishment, and the redemption of the equity component was recorded as a $5.1 million reduction in additional paid-in capital, net of taxes. | |||||||||||
Other Operating Divisions Debt | |||||||||||
Other operating divisions debt includes the debt of our consolidated subsidiaries with non-broadcast related operations. This debt is non-recourse to us. Interest was paid on this debt at rates typically ranging from LIBOR plus 2.5% to a fixed 6.50% during 2014. During 2014, 2013 and 2012, interest expense on this debt was $3.1 million, $3.2 million and $3.1 million, respectively. | |||||||||||
Debt of Variable Interest Entities | |||||||||||
Our consolidated VIEs have $30.2 million in outstanding debt for which the proceeds were used to purchase the license assets of certain stations. See Note 1. Nature of Operations and Summary of Significant Accounting Policies and Note 2. Acquisitions for more information. The credit agreements and term loans of these VIEs each bear interest of LIBOR plus 2.50%. We have jointly and severally, unconditionally and irrevocably guaranteed the debt of the VIEs, as a primary obligor, including the payment of all unpaid principal of and interest on the loans. | |||||||||||
For the year ended December 31, 2014 and 2013, the interest expense relating to the debt of our VIEs which was jointly and severally, unconditionally and irrevocably guaranteed was $2.2 million and $1.2 million, respectively. During the year ended December 31, 2012, one of our VIEs had debt outstanding that was non-recourse to us and that debt was repaid in full on October 1, 2012. The interest expense for the year ended December 31, 2012 related to that debt was $0.3 million. | |||||||||||
Summary | |||||||||||
Notes payable, capital leases and the Bank Credit Agreement consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Bank Credit Agreement, Term Loan A | $ | 348,073 | $ | 500,000 | |||||||
Bank Credit Agreement, Term Loan B | 1,039,876 | 646,375 | |||||||||
Revolving credit facility | 338,000 | — | |||||||||
8.375% Senior Unsecured Notes, due 2018 | — | 237,530 | |||||||||
6.375% Senior Unsecured Notes, due 2021 | 350,000 | 350,000 | |||||||||
5.375% Senior Unsecured Notes, due 2021 | 600,000 | 600,000 | |||||||||
6.125% Senior Unsecured Notes, due 2022 | 500,000 | 500,000 | |||||||||
5.625% Senior Unsecured Notes, due 2024 | 550,000 | — | |||||||||
Debt of variable interest entities | 30,167 | 55,581 | |||||||||
Other operating divisions debt | 118,822 | 86,263 | |||||||||
Capital leases | 38,836 | 42,946 | |||||||||
Total outstanding principal | 3,913,774 | 3,018,695 | |||||||||
Less: Discount on Bank Credit Agreement, Term Loan B | (3,992 | ) | (3,642 | ) | |||||||
Less: Discount on 8.375% Senior Unsecured Notes, due 2018 | — | (2,305 | ) | ||||||||
Less: Current portion | (113,116 | ) | (46,346 | ) | |||||||
Net carrying value of long-term debt | $ | 3,796,666 | $ | 2,966,402 | |||||||
Indebtedness under the notes payable, capital leases and the Bank Credit Agreement as of December 31, 2014 matures as follows (in thousands): | |||||||||||
Notes and Bank | Capital Leases | Total | |||||||||
Credit | |||||||||||
Agreement | |||||||||||
2015 | $ | 110,980 | $ | 5,555 | $ | 116,535 | |||||
2016 | 77,574 | 5,159 | 82,733 | ||||||||
2017 | 75,544 | 5,197 | 80,741 | ||||||||
2018 | 577,545 | 5,250 | 582,795 | ||||||||
2019 | 10,987 | 5,344 | 16,331 | ||||||||
2020 and thereafter | 3,022,308 | 38,721 | 3,061,029 | ||||||||
Total minimum payments | 3,874,938 | 65,226 | 3,940,164 | ||||||||
Less: Discount on Term Loan B | (3,992 | ) | — | (3,992 | ) | ||||||
Less: Amount representing future interest | — | (26,390 | ) | (26,390 | ) | ||||||
Net carrying value of debt | $ | 3,870,946 | $ | 38,836 | $ | 3,909,782 | |||||
As of December 31, 2014, we had 27 capital leases with non-affiliates; including 25 broadcast tower leases, four other operating divisions equipment leases and one corporate building lease. All of our tower leases will expire within the next 17 years, the equipment leases expire within the next 4 years, and the building leases will expire in 2015. Most of our leases have 5-10 year renewal options and it is expected that these leases will be renewed or replaced within the normal course of business. For information related to our affiliate notes and capital leases, see Note 12. Related Person Transactions. | |||||||||||
PROGRAM_CONTRACTS
PROGRAM CONTRACTS: | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
PROGRAM CONTRACTS: | |||||
PROGRAM CONTRACTS: | |||||
8. PROGRAM CONTRACTS: | |||||
Future payments required under program contracts as of December 31, 2014 were as follows (in thousands): | |||||
2015 | $ | 104,922 | |||
2016 | 22,459 | ||||
2017 | 14,999 | ||||
2018 | 10,341 | ||||
2019 | 7,838 | ||||
2020 and thereafter | 4,968 | ||||
Total | 165,527 | ||||
Less: Current portion | (104,922 | ) | |||
Long-term portion of program contracts payable | $ | 60,605 | |||
Each future period’s film liability includes contractual amounts owed, however, what is contractually owed does not necessarily reflect what we are expected to pay during that period. While we are contractually bound to make the payments reflected in the table during the indicated periods, industry protocol typically enables us to make film payments on a three-month lag. Included in the current portion amounts are payments due in arrears of $34.3 million. In addition, we have entered into non-cancelable commitments for future program rights aggregating to $121.0 million as of December 31, 2014. | |||||
COMMON_STOCK
COMMON STOCK: | 12 Months Ended | |||
Dec. 31, 2014 | ||||
COMMON STOCK: | ||||
COMMON STOCK: | ||||
9. COMMON STOCK: | ||||
Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share, except for votes relating to “going private” and certain other transactions. The Class A Common Stock and the Class B Common Stock vote together as a single class, except as otherwise may be required by Maryland law, on all matters presented for a vote. Holders of Class B Common Stock may at any time convert their shares into the same number of shares of Class A Common Stock. During 2014, 100,000 Class B Common Stock shares were converted into Class A Common Stock shares. During 2013, 2,905,502 Class B Common Stock shares were converted into Class A Common Stock shares. | ||||
Our Bank Credit Agreement and some of our subordinated debt instruments have restrictions on our ability to pay dividends. Under our Bank Credit Agreement, in certain circumstances, we may make unrestricted cash payments as long as our first lien indebtedness ratio does not exceed 3.75 to 1.00. Once our first lien indebtedness ratio exceeds 3.75 to 1.00, we have the ability to make up to $200.0 million in unrestricted annual cash payments including but not limited to dividends, of which $50.0 million may carry over to the next year, as long as we are in compliance with our first lien indebtedness ratio under the Bank Credit Agreement of 4.00 to 1.00. In addition, we have an aggregate basket of up to $250.0 million, as long as we are in compliance with our first lien indebtedness ratio of 4.00 to 1.00, and an aggregate basket of $50.0 million, as long as no Event of Default has occurred. Under the indentures governing the 6.125% Notes, 5.375% Notes, 6.375% Notes and 5.625% Notes, we are restricted from paying dividends on our common stock unless certain specified conditions are satisfied, including that: | ||||
· | no event of default then exists under each indenture or certain other specified agreements relating to our indebtedness; and | |||
· | after taking into account the dividends payment, we are within certain restricted payment requirements contained in each indenture. | |||
In addition, under certain of our debt instruments, the payment of dividends is not permissible during a default thereunder. | ||||
In April 2013, we commenced a public offering of 18.0 million shares of Class A common stock. The offering was priced at $27.25 per share on May 1, 2013 and closed on May 7, 2013. The net proceeds of $472.9 million were used to fund 2013 acquisitions and for general corporate purposes. | ||||
During 2013, our Board of Directors declared a quarterly dividend of $0.15 per share in the months of February, April, August and November, which were paid in March, June, September and December, respectively. Total dividend payments for the year ended December 31, 2013 were $0.60 per share. During 2014, our Board of Directors declared a quarterly dividend of $0.15 per share in the months of February and April, which were paid in March and June. In August and November our Board of Directors declared a quarterly dividend of $0.165 per share, which were paid in September and December. Total dividend payments for the year ended December 31, 2014 were $0.63 per share. In February 2015, our Board of Directors declared a quarterly dividend of $0.165 per share. Future dividends on our common shares, if any, will be at the discretion of our Board of Directors and will depend on several factors including our results of operations, cash requirements and surplus, financial condition, covenant restrictions and other factors that the Board of Directors may deem relevant. The Class A Common Stock and Class B Common Stock holders have the same rights related to dividends. | ||||
During 2014, we repurchased approximately 4.9 million shares of Class A Common Stock for approximately $133.2 million on the open market including transaction costs. As of December 31, 2014, the total remaining authorization was $134.4 million. In January 2015, we repurchased 0.3 million shares of Class A Common Stock for approximately $7.8 million on the open market including transaction costs. | ||||
INCOME_TAXES
INCOME TAXES: | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES: | |||||||||||
INCOME TAXES: | |||||||||||
10. INCOME TAXES: | |||||||||||
The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Provision for income taxes - continuing operations | $ | 97,432 | $ | 41,249 | $ | 67,852 | |||||
(Benefit) provision for income taxes - discontinued operations | — | (10,806 | ) | 663 | |||||||
$ | 97,432 | $ | 30,443 | $ | 68,515 | ||||||
Current: | |||||||||||
Federal | $ | 92,609 | $ | 16,229 | $ | 56,106 | |||||
State | 5,641 | (8,305 | ) | 4,095 | |||||||
98,250 | 7,924 | 60,201 | |||||||||
Deferred: | |||||||||||
Federal | 3,170 | 20,214 | 9,151 | ||||||||
State | (3,988 | ) | 2,305 | (837 | ) | ||||||
(818 | ) | 22,519 | 8,314 | ||||||||
$ | 97,432 | $ | 30,443 | $ | 68,515 | ||||||
The following is a reconciliation of federal income taxes at the applicable statutory rate to the recorded provision from continuing operations: | |||||||||||
2014 | 2013 | 2012 | |||||||||
Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | |||||
Adjustments- | |||||||||||
State income taxes, net of federal tax benefit (1) | (0.1 | )% | 8.3 | % | (0.4 | )% | |||||
Non-deductible items (2) | 3.4 | % | 1.4 | % | 0.3 | % | |||||
Domestic Production Activities Deduction (3) | (3.2 | )% | (3.8 | )% | (1.4 | )% | |||||
Effect of consolidated VIEs (4) | 0.8 | % | 3.7 | % | (3.4 | )% | |||||
Change in state tax laws and rates | (0.1 | )% | (5.5 | )% | 0.2 | % | |||||
Changes in unrecognized tax benefits (5) | (3.4 | )% | 0.8 | % | 1.5 | % | |||||
Other | (0.9 | )% | 0.1 | % | 0.2 | % | |||||
Effective income tax rate | 31.5 | % | 40.0 | % | 32.0 | % | |||||
-1 | Included in state income taxes are deferred income tax effects related to certain acquisitions and/or intercompany mergers. | ||||||||||
-2 | Included in 2014 is the current income taxes related to the taxable gain on sale of WHTM’s assets in Harrisburg, PA, which we acquired with the stock purchase of the Allbritton Companies in the same year. There was no book gain on this sale. Since a deferred tax liability was not established for the excess of book basis over tax basis of goodwill, deferred tax benefit does not offset the current tax expense. | ||||||||||
-3 | During the years ended December 31, 2014 and 2013, we recorded a $0.8 million reduction in and a $2.0 million of additional benefit, respectively, related to domestic production activities deduction upon filing the respective 2013 and 2012 federal income tax returns. | ||||||||||
-4 | Certain of our consolidated VIEs incur expenses that are not attributable to non-controlling interests because we absorb certain related losses of the VIEs. These expenses are not tax-deductible by us, and since these VIEs are treated as pass-through entities for income tax purposes, deferred income tax benefits are not recognized. For the year ended December 31, 2012, the taxes on consolidated VIEs include a release of $7.7 million of valuation allowance related to certain deferred tax assets of Cunningham, one of our consolidated VIEs, as the weight of all available evidence supported realization of the deferred tax assets. This assessment was based primarily on the sufficiency of forecasted taxable income necessary to utilize net operating loss carryforwards expiring in the years 2022 — 2029. This VIE files separate income tax returns. Any resulting tax liabilities are nonrecourse to us, and we are not entitled to any benefit resulting from the deferred tax assets of the VIE. As discussed in Variable Interest Entities under Note 1. Nature of Operations and Summary of Significant Accounting Policies, Cunningham was deconsolidated in 2014. | ||||||||||
-5 | During the year ended December 31, 2014, we recorded a $10.8 million benefit related to the release of liabilities for unrecognized tax benefits as a result of expiration of the applicable statute of limitations. See table below which summarizes the activity related to our accrued unrecognized tax benefits. | ||||||||||
Temporary differences between the financial reporting carrying amounts and the tax bases of assets and liabilities give rise to deferred taxes. Total deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Current and Long-Term Deferred Tax Assets: | |||||||||||
Net operating and capital losses: | |||||||||||
Federal | $ | 2,384 | $ | 5,027 | |||||||
State | 67,430 | 63,051 | |||||||||
Broadcast licenses | 11,993 | 27,652 | |||||||||
Intangibles | 32,182 | 3,451 | |||||||||
Other | 27,677 | 35,677 | |||||||||
141,666 | 134,858 | ||||||||||
Valuation allowance for deferred tax assets | (58,896 | ) | (51,062 | ) | |||||||
Total deferred tax assets | $ | 82,770 | $ | 83,796 | |||||||
Current and Long-Term Deferred Tax Liabilities: | |||||||||||
Broadcast licenses | $ | (36,083 | ) | $ | (20,395 | ) | |||||
Intangibles | (507,545 | ) | (270,008 | ) | |||||||
Property & equipment, net | (72,819 | ) | (52,514 | ) | |||||||
Contingent interest obligations | (40,941 | ) | (51,621 | ) | |||||||
Other | (34,314 | ) | (2,037 | ) | |||||||
Total deferred tax liabilities | (691,702 | ) | (396,575 | ) | |||||||
Net tax liabilities | $ | (608,932 | ) | $ | (312,779 | ) | |||||
Our remaining federal and state capital and net operating losses will expire during various years from 2015 to 2034, and some of them are subject to annual limitations under the Internal Revenue Code Section 382 and similar state provisions. As discussed in Income taxes within Note 1. Nature of Operations and Summary of Significant Accounting Policies, we establish valuation allowances in accordance with the guidance related to accounting for income taxes. As of December 31, 2014, a valuation allowance has been provided for deferred tax assets related to a substantial portion of our available state net operating loss 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. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that they will be realized in the future. During the year ended December 31, 2014, we increased our valuation allowance by $7.8 million to $58.9 million. The change in valuation allowance was primarily due to intercompany mergers, effective December 31, 2014, which we expect will decrease the utilization of the state NOL carryforwards. During the year ended December 31, 2013, we decreased our valuation allowance by $8.3 million from $59.4 million. The reduction in valuation allowance was primarily due to a law change in a state tax jurisdiction, effective for years beginning after December 31, 2014, which we expect will significantly increase the forecasted future taxable income attributable to that state and result in utilization of the state NOL carryforwards. During the year ended December 31, 2012, we decreased our valuation allowance by $19.7 million from $79.1 million. The reduction in valuation allowance was primarily due to the settlement of several audits, which resulted in the utilization of certain state NOL carryforwards which were previously fully reserved, as well as due to changes in estimates of apportionment for certain states. | |||||||||||
As of December 31, 2014 and 2013, we had $7.1 million and $16.9 million of gross unrecognized tax benefits, respectively. Of this total, for the years ended December 31, 2014 and 2013, $6.4 and $15.6 million from respective continuing operations (net of federal effect on state tax issues) represent the amounts of unrecognized tax benefits that, if recognized, would favorably affect our effective tax rates. | |||||||||||
The following table summarizes the activity related to our accrued unrecognized tax benefits (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at January 1, | $ | 16,883 | $ | 25,965 | $ | 26,088 | |||||
Reductions related to prior year tax positions | — | (8,928 | ) | (123 | ) | ||||||
Increases related to current year tax positions | 1,450 | 693 | — | ||||||||
Reductions related to settlements with taxing authorities | (2,910 | ) | (847 | ) | — | ||||||
Reductions related to expiration of the applicable statute of limitations | (8,285 | ) | — | — | |||||||
Balance at December 31, | $ | 7,138 | $ | 16,883 | $ | 25,965 | |||||
In addition, we recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. We recognized $0.7 million, $1.2 million and $1.5 million of income tax expense for interest related to uncertain tax positions for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Management periodically performs a comprehensive review of our tax positions and accrues amounts for tax contingencies. Based on these reviews, the status of ongoing audits and the expiration of applicable statute of limitations, these accruals are adjusted as necessary. Amounts accrued for these tax matters are included in the table above and long-term liabilities in our consolidated balance sheets. We believe that adequate accruals have been provided for all years. | |||||||||||
As previously discussed under Discontinued Operations within Note 1. Nature of Operations and Summary of Significant Accounting Policies, during the year ended December 31, 2013, we reduced our liability for unrecognized tax benefits by $11.2 million related to discontinued operations. During the third quarter of 2013, we concluded that it was more likely than not that a previously unrecognized state tax position would be sustained upon review of the state tax authority, based on new information obtained during the period, resulting in a reduction in the liability of $6.1 million. The remaining $5.1 million reduction in the second quarter of 2013 was the result of application of limits under an available state administrative practice exception. | |||||||||||
We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. All of our 2011 and subsequent federal and state tax returns remain subject to examination by various tax authorities. Some of our pre-2011 federal and state tax returns may also be subject to examination. We do not anticipate the resolution of these matters will result in a material change to our consolidated financial statements. In addition, we believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $4.3 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. | |||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES: | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES: | |||||
COMMITMENTS AND CONTINGENCIES: | |||||
11. 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; WCIV-TV, Charleston, South Carolina (formerly WMMP-TV); WMYA-TV, Anderson, South Carolina; WICS-TV Springfield, Illinois; WBFF-TV, Baltimore, Maryland; WTTE-TV, Columbus, Ohio; WRGT-TV, Dayton, Ohio; WVAH-TV, Charleston / Huntington, West Virginia; WCGV-TV, Milwaukee, Wisconsin; and WTTO-TV in Birmingham, AL. The FCC is in the process of considering the renewal applications and we believe the petitions have no merit. | |||||
Operating Leases | |||||
We have entered into operating leases for certain property and equipment under terms ranging from one to 45 years. The rent expense from continuing operations under these leases, as well as certain leases under month-to-month arrangements, for the years ended December 31, 2014, 2013 and 2012 was approximately $19.4 million, $10.3 million and $6.7 million, respectively. | |||||
Future minimum payments under the leases are as follows (in thousands): | |||||
2015 | $ | 12,819 | |||
2016 | 12,149 | ||||
2017 | 9,390 | ||||
2018 | 5,838 | ||||
2019 | 4,807 | ||||
2020 and thereafter | 20,139 | ||||
$ | 65,142 | ||||
As of December 31, 2014, we had outstanding letters of credit totaling $3.1 million. | |||||
Network Affiliation Agreements | |||||
On May 14, 2012, the Company and the licensees of stations to which we provide services, representing 20 affiliates of Fox Broadcast Company (FOX), extended the network affiliation agreements with FOX from the existing term of December 31, 2012 to December 31, 2017. Concurrently, we entered into an assignable option agreement with Fox Television Stations, Inc. (FTS) giving us or our assignee the right to purchase substantially all the assets of the WUTB station (Baltimore, MD) owned by FTS, which has a program service arrangement with MyNetworkTV, for $2.7 million. In October 2012, we exercised our option and purchased the assets of WUTB effective June 1, 2013. As part of this transaction, we also granted options to FTS to purchase the assets of televisions stations we own in up to three out of four designated markets, which options expired unexercised. In the second quarter of 2012, we paid $25.0 million to FOX pursuant to the agreements and we recorded $50.0 million in other assets and $25.0 million of other accrued liabilities within the consolidated balance sheet, representing the additional obligation due to FOX which was paid in the second quarter of 2013. The $50.0 million asset is being amortized through the current term of the affiliation agreement ending on December 31, 2017. Approximately $8.9 million, $8.9 million and $5.6 million of amortization expense has been recorded in the consolidated statement of operations during the years ended December 31, 2014, 2013 and 2012, respectively. In addition, we are required to pay to FOX programming payments under the terms of the affiliation agreements. These payments are recorded in station production expenses as incurred. | |||||
Changes in the Rules on Television Ownership and Local Marketing Agreements | |||||
Certain of our stations have entered into what have commonly been referred to as local marketing agreements or LMAs. One typical type of LMA is a programming agreement between two separately owned television stations serving the same market, whereby the licensee of one station programs substantial portions of the broadcast day and sells advertising time during such programming segments on the other licensee’s station subject to the latter licensee’s ultimate editorial and other controls. We believe these arrangements allow us to reduce our operating expenses and enhance profitability. | |||||
If we are required to terminate or modify our LMAs, our business could be affected in the following ways: | |||||
Losses on investments. In some cases, we own the non-license assets used by the stations we operate under LMAs. If certain of these LMA arrangements are no longer permitted, we would be forced to sell these assets, restructure our agreements or find another use for them. If this happens, the market for such assets may not be as good as when we purchased them and, therefore, we cannot be certain of a favorable return on our original investments. | |||||
Termination penalties. If the FCC requires us to modify or terminate existing LMAs before the terms of the LMAs expire, or under certain circumstances, we elect not to extend the terms of the LMAs, we may be forced to pay termination penalties under the terms of some of our LMAs. Any such termination penalties could be material. | |||||
In 1999, the FCC established a new local television ownership rule. LMAs fell under this rule, however, the rule grandfathered LMAs that were entered into prior to November 5, 1996, and permitted the applicable stations to continue operations pursuant to the LMAs until the conclusion of the FCC’s 2004 biennial review. The FCC stated it would conduct a case-by-case review of grandfathered LMAs and assess the appropriateness of extending the grandfathering periods. The FCC did not initiate any review of grandfathered LMAs in 2004 or as part of its subsequent quadrennial reviews. We do not know when, or if, the FCC will conduct any such review of grandfathered LMAs. For LMAs executed on or after November 5, 1996, the FCC required compliance with the 1999 local television ownership rule by August 6, 2001. We challenged the 1999 rules in the U.S. Court of Appeals for the D.C. Circuit (D.C. Circuit), resulting in the exclusion of post-November 5, 1996 LMAs from the 1999 rules. In 2002, the D.C. Circuit ruled that the 1999 local television ownership rule was arbitrary and capricious and remanded the rule to the FCC. Currently, three of our LMAs are grandfathered under the local television ownership rule because they were entered into prior to November 5, 1996 and the remainder are subject to the stay imposed by the D.C. Circuit. If the FCC were to eliminate the grandfathering of these three LMAs, or the D.C. Circuit were to lift its stay, we would have to terminate or modify these LMAs. In connection with our acquisition of the Allbritton station in Charleston, the FCC has taken the position that the stay granted by the D.C. Circuit Court of Appeals allowing the continuation of an LMA between us and Cunningham relating to WTAT-TV in that market was no longer effective. In response to this, we terminated our LMA with WTAT-TV, effective on the acquisition of the Allbritton Companies, and other financial relationships between us and WTAT-TV were severed (other than a short-term transition services agreement, a sublease of tower space and a lease of certain transmission facilities). Cunningham purchased the non-license assets of WTAT-TV for $14.0 million. | |||||
In 2003, the FCC revised its ownership rules, including the local television ownership rule. The effective date of the 2003 ownership rules was stayed by the U. S. Court of Appeals for the Third Circuit and the rules were remanded to the FCC. Because the effective date of the 2003 ownership rules had been stayed and, in connection with the adoption of those rules, the FCC concluded the 1999 rules could not be justified as necessary in the public interest, we took the position that an issue exists regarding whether the FCC has any current legal right to enforce any rules prohibiting the acquisition of television stations. Several parties, including us, filed petitions with the Supreme Court of the United States seeking review of the Third Circuit decision, but the Supreme Court denied the petitions in June 2005. | |||||
On November 15, 1999, we entered into a plan and agreement of merger to acquire through merger WMYA-TV in Anderson, South Carolina from Cunningham, but that transaction was denied by the FCC. In light of the change in the 2003 ownership rules, we filed a petition for reconsideration with the FCC and amended our application to acquire the license of WMYA-TV. We also filed applications in November 2003 to acquire the license assets of, at the time, the remaining five Cunningham stations: WRGT-TV, Dayton, Ohio; WTAT-TV, Charleston, South Carolina; WVAH-TV, Charleston, West Virginia; WNUV-TV, Baltimore, Maryland; and WTTE-TV, Columbus, Ohio. The Rainbow/PUSH Coalition (‘‘Rainbow/PUSH’’) filed a petition to deny these five applications and to revoke all of our licenses on the grounds that such acquisition would violate the local television ownership rules. The FCC dismissed our applications in light of the stay of the 2003 ownership rules and also denied the Rainbow/PUSH petition. Rainbow/PUSH filed a petition for reconsideration of that denial and we filed an application for review of the dismissal. In 2005, we filed a petition with the U. S. Court of Appeals for the D. C. Circuit requesting that the Court direct the FCC to take final action on our applications, but that petition was dismissed. On January 6, 2006, we submitted a motion to the FCC requesting that it take final action on our applications. Both the applications and the associated petition to deny are still pending. We believe the Rainbow/PUSH petition is without merit. On February 8, 2008, we filed a petition with the U.S. Court of Appeals for the D.C. Circuit requesting that the Court direct the FCC to take final action on these applications and cease its use of the 1999 local television ownership rule that it re-adopted as the permanent rule in 2008. In July 2008, the D.C. Circuit transferred the case to the U.S. Court of Appeals for the Ninth Circuit, and we filed a petition with the D.C. Circuit challenging that decision, which was denied. We also filed with the Ninth Circuit a motion to transfer that case back to the D.C. Circuit. In November 2008, the Ninth Circuit consolidated our petition seeking final FCC action on our applications with the petitions challenging the FCC’s current ownership rules and transferred the proceedings to the Third Circuit. In December 2008, we agreed voluntarily with the parties to the proceeding to dismiss the petition seeking final FCC action on the applications. | |||||
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, the FCC issued rules that would consider a company an owner of a station if the company has a JSA with a station for sale of more than 15% of the ad time on a particular station if it owns or controls another station in the same market. 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 years ended December 31, 2014 and 2013 were $48.8 million and $36.0 million, 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 has submitted a memorandum of counsel to the FCC with regard to the LMA and its reliance on the Court’s Stay Order. We cannot predict what steps, if any, the FCC will take in the future with respect to the now terminated Charleston LMA. | |||||
In connection with the Allbritton acquisition, we agreed to surrender for cancellation the FCC licenses of WMMP, Charleston, SC, WCFT, Tuscaloosa, AL, and WJSU, Anniston, AL, all ABC affiliates, by September 29, 2014 and to terminate the Charleston LMA. In August 2014, we entered into an agreement to sell the license and related assets of WMMP to Howard Stirk Holdings II, LLC for $0.05 million, subject to the approval of the FCC, and other customary closing conditions. In September 2014, we entered into two other agreements to sell the licenses and related assets of WCFT and WJSU to Howard Stirk Holdings II LLC for $0.05 million per station, subject to the approval of the FCC, and other customary closing conditions. The FCC applications requested waiver or an extension of the September 29, 2014 deadline. The FCC granted the WCFT, WJSU and WMMP assignment applications on December 4, 2014. We sold the license and related assets to a third party on February 27, 2015. Subsequent, to the sale we retained the ABC network affiliation service agreements. | |||||
RELATED_PERSON_TRANSACTIONS
RELATED PERSON TRANSACTIONS: | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
RELATED PERSON TRANSACTIONS | ||||||||
RELATED PERSON TRANSACTIONS | ||||||||
12. 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 $5.1 million, $5.2 million and $4.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
Bay TV. In January 1999, we entered into an LMA with Bay TV, which owned the television station WTTA-TV in the Tampa / St. Petersburg, Florida market. Each of our controlling shareholders owned a substantial portion of the equity of Bay TV and collectively they had a controlling interest. On December 1, 2012, we purchased substantially all of the assets of Bay TV for $40.0 million. During the year ended December 31, 2012, we made $2.9 million of payments to Bay TV under the LMA. As this was considered a transaction between entities under common control, the acquisition method of accounting was not applied, and the assets acquired were recorded at their historical cost basis and the difference between the purchase price and the historical cost basis of the assets of $23.6 million, net of taxes of $15.6 million, was recorded as a reduction in additional paid-in capital. A substantial portion of the purchase price will be deductible for tax purposes in future period. As discussed in Note 3. Disposition of Assets and Discontinued Operations, WTTA was sold in December 2014. | ||||||||
Charter Aircraft. From time to time, we charter aircraft owned by certain controlling shareholders. We incurred expenses of $1.5 million, $0.9 million and $0.6 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
Capital leases payable related to the aforementioned relationships consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Capital lease for building, interest at 8.54% | $ | 4,972 | $ | 6,267 | ||||
Capital leases for building and tower, interest at 7.93% | 932 | 1,106 | ||||||
Capital leases for building, interest at 8.11% | 7,843 | 8,141 | ||||||
Capital leases for broadcasting tower facilities, interest at 9.0% | 390 | 860 | ||||||
Capital leases for broadcasting tower facilities, interest at 10.5% | 4,797 | 4,918 | ||||||
18,934 | 21,292 | |||||||
Less: Current portion | (2,625 | ) | (2,367 | ) | ||||
$ | 16,309 | $ | 18,925 | |||||
Capital leases payable related to the aforementioned relationships as of December 31, 2014 mature as follows (in thousands): | ||||||||
2015 | $ | 4,402 | ||||||
2016 | 4,138 | |||||||
2017 | 4,102 | |||||||
2018 | 1,880 | |||||||
2019 | 1,960 | |||||||
2020 and thereafter | 11,084 | |||||||
Total minimum payments due | 27,566 | |||||||
Less: Amount representing interest | (8,610 | ) | ||||||
$ | 18,956 | |||||||
Cunningham Broadcasting Corporation | ||||||||
As of December 31, 2014, Cunningham was the owner-operator and FCC licensee of: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; 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), as well as WTAT-TV Charleston, South Carolina, 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 also had options from the trusts, which granted us the right to acquire, subject to applicable FCC rules and regulations, 100% of the voting and nonvoting stock of Cunningham, up until September 30, 2014, when these options were terminated. As discussed under Note 1: Summary of Significant Accounting Policies, during the third quarter of 2014, we deconsolidated Cunningham Broadcasting Corporation as we determined it was no longer a variable interest entity. We continue to consolidate certain of its subsidiaries with which we continue to have variable interests through various arrangements related to the Cunningham Stations discussed further below. | ||||||||
As of December 31, 2014, certain of our stations provide programming, sales and managerial services pursuant to LMAs to six of the Cunningham stations: WNUV-TV, WRGT-TV, WVAH-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. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, 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 these individual subsidiaries of Cunningham. Our applications to acquire these license related assets are pending FCC approval. The LMA and purchase agreement with WTAT-TV was terminated concurrent with Cunningham’s purchase of the non-license assets of this station from us for $14.0 million, effective August 1, 2014. We no longer have any continuing involvement in the operations of this station. | ||||||||
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 were 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. Additionally, we reimburse these Cunningham LMA Stations for 100% of their operating costs. In July 2014, concurrent with the termination of the LMA with WTAT-TV the total LMA fee for the remaining Cunningham LMA Stations was reduced by $4.7 million to remove the fee associated with WTAT-TV. The remaining aggregate purchase price of these stations, excluding WTAT-TV, as of December 31, 2014 was approximately $53.6 million. | ||||||||
We made payments to Cunningham under our LMAs with these stations of $10.8 million, $9.8 million and $15.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. For the years ended December 31, 2014, 2013 and 2012, Cunningham LMA Stations provided us with approximately $103.5 million, $107.6 million, and $105.5 million, respectively, of total revenue. | ||||||||
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 with 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 $6.0 million and $0.6 million from the services we perform for these stations for the years ended December 31, 2014 and 2013, 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 years ended December 31, 2014 and 2013, our consolidated revenues include $7.8 million and $0.7 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 an outsourcing agreement, to Cunningham for $22.0 million. | ||||||||
In July 2014, concurrent with the Allbritton acquisition we terminated the LMA with WTAT (FOX) in Charleston, SC and sold to Cunningham the non-license assets related to this station. Although we have no continuing involvement in the operations of these stations, because we had consolidated Cunningham Broadcasting Corporation (the parent company) up until September 2014 (see Variable Interest Entities under Note 1. Nature of Operations and Summary of Significant Accounting Policies), the assets of WYZZ were not derecognized and the transactions was accounted for as transactions between consolidated entities, and the resulting gain on sale were not recognized. Upon deconsolidation of Cunningham Broadcasting Corporation, the difference between proceeds received for the sale of WYZZ and WTAT and the carrying values of the net assets, which was previously eliminated in consolidation, was reflected as an increase to additional paid in capital in the consolidated balance sheet. | ||||||||
During October 2013, we purchased the outstanding membership interests of KDBC-TV (CBS) in El Paso, TX 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. | ||||||||
Atlantic Automotive Corporation | ||||||||
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 totaling $0.4 million, $0.2 million and $0.1 million during the years ended December 31, 2014, 2013 and 2012, respectively. We paid $1.1 million and $1.8 million for vehicles and related vehicle services from Atlantic Automotive during the years ended December 31, 2013 and 2012, respectively. No payments for vehicles or vehicles related services from Atlantic Automotive during the year ended December 31, 2014. 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. Atlantic Automotive paid $1.0 million in rent during the year ended December 31, 2014. | ||||||||
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 $0.5 million for both the years ended December 31, 2014 and 2013; and $0.3 million for the year ended December 31, 2012. 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. This investment received $0.3 million and $0.2 million in rent pursuant to the lease for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Other | ||||||||
Thomas & Libowitz, P.A. Steven A. Thomas, son of former Board of Director member Basil A. Thomas, is the partner and founder of Thomas & Libowitz, P.A. (Thomas & Libowitz), a law firm providing legal services to us on an ongoing basis. During the periods up through Basil Thomas’ resignation from the Board of Directors in September 2013, we paid fees of $1.6 million and $1.0 million to Thomas & Libowitz during 2013 and 2012, respectively. | ||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE: | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
EARNINGS PER SHARE | |||||||||||
EARNINGS PER SHARE | |||||||||||
13. EARNINGS PER SHARE: | |||||||||||
The following table reconciles income (numerator) and shares (denominator) used in our computations of earnings per share for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income (Numerator) | |||||||||||
Income from continuing operations | $ | 215,115 | $ | 64,259 | $ | 144,488 | |||||
Income impact of assumed conversion of the 4.875% Notes, net of taxes | — | — | 180 | ||||||||
Net income attributable to noncontrolling interests included in continuing operations | (2,836 | ) | (2,349 | ) | (287 | ) | |||||
Numerator for diluted earnings per common share from continuing operations available to common shareholders | 212,279 | 61,910 | 144,381 | ||||||||
Income from discontinued operations, net of taxes | — | 11,558 | 465 | ||||||||
Numerator for diluted earnings available to common shareholders | $ | 212,279 | $ | 73,468 | $ | 144,846 | |||||
Shares (Denominator) | |||||||||||
Weighted-average common shares outstanding | 97,114 | 93,207 | 81,020 | ||||||||
Dilutive effect of outstanding stock settled appreciation rights, restricted stock awards and stock options | 705 | 638 | 36 | ||||||||
Dilutive effect of 4.875% Notes | — | — | 254 | ||||||||
Weighted-average common and common equivalent shares outstanding | 97,819 | 93,845 | 81,310 | ||||||||
Potentially dilutive securities which would have an anti-dilutive effect were 0.3 million, zero, and 1.5 million shares and for the year ended December 31, 2014, 2013, and 2012, respectively. The decrease in 2013 compared to 2012 of anti-dilutive securities is primarily related to the increase of the stock price in 2013. The net earnings per share amounts are the same for Class A and Class B Common Stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. | |||||||||||
SEGMENT_DATA
SEGMENT DATA: | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SEGMENT DATA | ||||||||||||||
SEGMENT DATA | ||||||||||||||
14. SEGMENT DATA: | ||||||||||||||
We measure segment performance based on operating income (loss). Excluding discontinued operations, our broadcast segment includes stations in 79 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 years ended 2013 and 2012. 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 $172.3 million and $171.9 million of intercompany loans between the broadcast segment, other operating divisions and corporate as of December 31, 2014 and 2013, respectively. We had $20.7 million, $20.0 million, and $20.0 million in intercompany interest expense related to intercompany loans between the broadcast segment, other operating divisions and corporate for the years ended December 31, 2014, 2013, and 2012, respectively. All other intercompany transactions are immaterial. | ||||||||||||||
Financial information for our operating segments is included in the following tables for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||||
For the year ended December 31, 2014 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,904,988 | $ | 71,570 | $ | — | $ | 1,976,558 | ||||||
Depreciation of property and equipment | 99,823 | 2,350 | 1,118 | 103,291 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 118,654 | 6,842 | — | 125,496 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 106,629 | — | — | 106,629 | ||||||||||
General and administrative overhead expenses | 56,179 | 973 | 12,261 | 69,413 | ||||||||||
Operating income (loss) | 505,941 | 2,089 | (13,379 | ) | 494,651 | |||||||||
Interest expense | — | 4,042 | 170,820 | 174,862 | ||||||||||
Income from equity and cost method investments | — | 2,313 | — | 2,313 | ||||||||||
Goodwill | 1,964,041 | 512 | — | 1,964,553 | ||||||||||
Assets | 4,941,446 | 356,380 | 154,346 | 5,452,172 | ||||||||||
Capital expenditures | 78,865 | 2,593 | — | 81,458 | ||||||||||
For the year ended December 31, 2013 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,306,187 | $ | 56,944 | $ | — | $ | 1,363,131 | ||||||
Depreciation of property and equipment | 67,320 | 1,891 | 1,343 | 70,554 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 65,786 | 5,034 | — | 70,820 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 80,925 | — | — | 80,925 | ||||||||||
General and administrative overhead expenses | 47,272 | 1,350 | 4,504 | 53,126 | ||||||||||
Operating income (loss) | 329,312 | 555 | (5,847 | ) | 324,020 | |||||||||
Interest expense | — | 3,251 | 159,686 | 162,937 | ||||||||||
Income from equity and cost method investments | — | 621 | — | 621 | ||||||||||
Goodwill | 1,376,594 | 3,488 | — | 1,380,082 | ||||||||||
Assets | 3,450,006 | 296,657 | 400,809 | 4,147,472 | ||||||||||
Capital expenditures | 35,694 | 4,994 | 2,700 | 43,388 | ||||||||||
For the year ended December 31, 2012 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,007,498 | $ | 54,181 | $ | — | $ | 1,061,679 | ||||||
Depreciation of property and equipment | 44,054 | 1,496 | 1,523 | 47,073 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 33,701 | 4,398 | — | 38,099 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 60,990 | — | — | 60,990 | ||||||||||
General and administrative overhead expenses | 28,854 | 1,697 | 2,840 | 33,391 | ||||||||||
Operating income (loss) | 333,157 | 491 | (4,363 | ) | 329,285 | |||||||||
Interest expense | — | 3,282 | 125,271 | 128,553 | ||||||||||
Income from equity and cost method investments | — | 9,670 | — | 9,670 | ||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS: | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS: | ||||||||||||||
FAIR VALUE MEASUREMENTS: | ||||||||||||||
15. 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. | |||||||||||||
The carrying value and fair value of our notes and debentures as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||
2014 | 2013 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
Level 2: | ||||||||||||||
8.375% Senior Notes due 2018 | $ | — | $ | — | $ | 235,225 | $ | 259,547 | ||||||
6.375% Senior Unsecured Notes due 2021 | 350,000 | 355,800 | 350,000 | 360,938 | ||||||||||
6.125% Senior Unsecured Notes due 2022 | 500,000 | 503,475 | 500,000 | 497,525 | ||||||||||
5.625% Senior Unsecured Notes due 2024 | 550,000 | 532,813 | — | — | ||||||||||
5.375% Senior Unsecured Notes due 2021 | 600,000 | 595,068 | 600,000 | 582,078 | ||||||||||
Term Loan A | 348,073 | 341,982 | 500,000 | 495,000 | ||||||||||
Term Loan B | 1,035,883 | 1,029,997 | 642,734 | 641,205 | ||||||||||
Revolver credit facility | 338,000 | 338,000 | — | — | ||||||||||
Debt of variable interest entities | 30,167 | 30,167 | 55,581 | 55,581 | ||||||||||
Debt of other operating divisions | 118,822 | 118,822 | 86,263 | 86,263 | ||||||||||
Additionally, Cunningham, one of our consolidated VIEs had certain investments in securities during 2013 that are recorded at fair value using Level 1 inputs described above. Cunningham was deconsolidated during 2014, see Variable Interest Entities within Note 1. Summary of Significant Accounting Policies for further discussion. As of December 31, 2013, $18.1 million were included in other assets in our consolidated balance sheet. | ||||||||||||||
CONDENSED_CONSOLIDATED_FINANCI
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
16. CONDENSED CONSOLIDATED 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 5.625% Notes, 6.125% Notes, and 6.375% Notes. Our Class A Common Stock and Class B Common Stock as of December 31, 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, 5.625% Notes, 6.125% Notes, and 6.375% Notes. As of December 31, 2014, our consolidated total debt of $3,928.7 million included $3,801.7 million of debt related to STG and its subsidiaries of which SBG guaranteed $3,752.1 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 consolidated balance sheets, consolidated statements of operations and consolidated 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. | ||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
AS OF DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
Cash | $ | — | $ | 3,394 | $ | 1,749 | $ | 12,539 | $ | — | $ | 17,682 | ||||||||
Accounts and other receivables | — | 164 | 359,486 | 25,111 | (1,258 | ) | 383,503 | |||||||||||||
Other current assets | 5,741 | 12,996 | 98,751 | 12,721 | (11,733 | ) | 118,476 | |||||||||||||
Assets held for sale | — | — | — | 6,504 | — | 6,504 | ||||||||||||||
Total current assets | 5,741 | 16,554 | 459,986 | 56,875 | (12,991 | ) | 526,165 | |||||||||||||
Property and equipment, net | 3,949 | 17,554 | 569,372 | 168,762 | (7,099 | ) | 752,538 | |||||||||||||
Assets held for sale | — | — | 1,843 | 6,974 | — | 8,817 | ||||||||||||||
Investment in consolidated subsidiaries | 395,225 | 3,585,037 | 3,978 | — | (3,984,240 | ) | — | |||||||||||||
Other long-term assets | 65,988 | 595,112 | 90,914 | 115,375 | (620,628 | ) | 246,761 | |||||||||||||
Total other long-term assets | 461,213 | 4,180,149 | 96,735 | 122,349 | (4,604,868 | ) | 255,578 | |||||||||||||
Goodwill and other intangible assets | — | 1,483 | 3,821,985 | 209,724 | (115,301 | ) | 3,917,891 | |||||||||||||
Total assets | $ | 470,903 | $ | 4,215,740 | $ | 4,948,078 | $ | 557,710 | $ | (4,740,259 | ) | $ | 5,452,172 | |||||||
Accounts payable and accrued liabilities | $ | 541 | $ | 46,083 | $ | 201,102 | $ | 24,325 | $ | (13,680 | ) | $ | 258,371 | |||||||
Current portion of long-term debt | 529 | 42,953 | 1,302 | 68,332 | — | 113,116 | ||||||||||||||
Current portion of affiliate long-term debt | 1,464 | — | 1,182 | 1,026 | (1,047 | ) | 2,625 | |||||||||||||
Other current liabilities | 1,208 | — | 107,867 | 9,749 | (1,407 | ) | 117,417 | |||||||||||||
Liabilities held for sale | — | — | — | 2,477 | — | 2,477 | ||||||||||||||
Total current liabilities | 3,742 | 89,036 | 311,453 | 105,909 | (16,134 | ) | 494,006 | |||||||||||||
Long-term debt | — | 3,679,004 | 34,338 | 83,324 | — | 3,796,666 | ||||||||||||||
Affiliate long-term debt | 3,508 | — | 12,802 | 319,901 | (319,902 | ) | 16,309 | |||||||||||||
Other liabilities | 35,771 | 28,856 | 1,003,213 | 169,935 | (497,927 | ) | 739,848 | |||||||||||||
Total liabilities | 43,021 | 3,796,896 | 1,361,806 | 679,069 | (833,963 | ) | 5,046,829 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 427,882 | 418,844 | 3,586,272 | (94,632 | ) | (3,910,484 | ) | 427,882 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | (26,727 | ) | 4,188 | (22,539 | ) | ||||||||||||
Total liabilities and equity (deficit) | $ | 470,903 | $ | 4,215,740 | $ | 4,948,078 | $ | 557,710 | $ | (4,740,259 | ) | $ | 5,452,172 | |||||||
CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
AS OF DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
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 | 25,887 | 67,279 | 16,391 | (6,446 | ) | 108,611 | |||||||||||||
Total current assets | 5,559 | 264,679 | 377,695 | 57,406 | (7,468 | ) | 697,871 | |||||||||||||
Property and equipment, net | 5,017 | 13,561 | 454,917 | 130,019 | (7,443 | ) | 596,071 | |||||||||||||
Investment in consolidated subsidiaries | 363,231 | 2,508,058 | 4,179 | — | (2,875,468 | ) | — | |||||||||||||
Restricted cash — long term | — | 11,524 | 223 | — | — | 11,747 | ||||||||||||||
Other long-term assets | 78,849 | 503,674 | 62,435 | 132,840 | (544,881 | ) | 232,917 | |||||||||||||
Total other long-term assets | 442,080 | 3,023,256 | 66,837 | 132,840 | (3,420,349 | ) | 244,664 | |||||||||||||
Goodwill and other intangible assets | — | — | 2,486,794 | 214,325 | (92,253 | ) | 2,608,866 | |||||||||||||
Total assets | $ | 452,656 | $ | 3,301,496 | $ | 3,386,243 | $ | 534,590 | $ | (3,527,513 | ) | $ | 4,147,472 | |||||||
Accounts payable and accrued liabilities | $ | 234 | $ | 51,781 | $ | 126,245 | $ | 17,161 | $ | 753 | $ | 196,174 | ||||||||
Current portion of long-term debt | 556 | 37,335 | 1,007 | 6,900 | 548 | 46,346 | ||||||||||||||
Current portion of affiliate long-term debt | 1,294 | — | 1,073 | 1,003 | (1,003 | ) | 2,367 | |||||||||||||
Other current liabilities | 3,529 | — | 87,612 | 9,645 | (2,292 | ) | 98,494 | |||||||||||||
Total current liabilities | 5,613 | 89,116 | 215,937 | 34,709 | (1,994 | ) | 343,381 | |||||||||||||
Long-term debt | 529 | 2,793,334 | 35,709 | 135,071 | 1,759 | 2,966,402 | ||||||||||||||
Affiliate long-term debt | 4,972 | — | 13,984 | 294,919 | (294,950 | ) | 18,925 | |||||||||||||
Other liabilities | 45,172 | 23,645 | 610,491 | 145,828 | (412,076 | ) | 413,060 | |||||||||||||
Total liabilities | 56,286 | 2,906,095 | 876,121 | 610,527 | (707,261 | ) | 3,741,768 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 396,370 | 395,401 | 2,510,122 | (85,271 | ) | (2,820,252 | ) | 396,370 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | 9,334 | — | 9,334 | ||||||||||||||
Total liabilities and equity (deficit) | $ | 452,656 | $ | 3,301,496 | $ | 3,386,243 | $ | 534,590 | $ | (3,527,513 | ) | $ | 4,147,472 | |||||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 1,870,408 | $ | 192,616 | $ | (86,466 | ) | $ | 1,976,558 | |||||||
Program and production | — | 76 | 573,725 | 84,592 | (81,380 | ) | 577,013 | |||||||||||||
Selling, general and administrative | 4,320 | 57,799 | 359,880 | 20,099 | (2,079 | ) | 440,019 | |||||||||||||
Depreciation, amortization and other operating expenses | 1,068 | 5,425 | 367,514 | 92,635 | (1,767 | ) | 464,875 | |||||||||||||
Total operating expenses | 5,388 | 63,300 | 1,301,119 | 197,326 | (85,226 | ) | 1,481,907 | |||||||||||||
Operating (loss) income | (5,388 | ) | (63,300 | ) | 569,289 | (4,710 | ) | (1,240 | ) | 494,651 | ||||||||||
Equity in earnings of consolidated subsidiaries | 211,782 | 373,228 | (201 | ) | — | (584,809 | ) | — | ||||||||||||
Interest expense | (573 | ) | (163,347 | ) | (4,869 | ) | (27,364 | ) | 21,291 | (174,862 | ) | |||||||||
Other income (expense) | 4,377 | (14,651 | ) | 998 | 2,024 | 10 | (7,242 | ) | ||||||||||||
Total other income (expense) | 215,586 | 195,230 | (4,072 | ) | (25,340 | ) | (563,508 | ) | (182,104 | ) | ||||||||||
Income tax benefit | 2,081 | 83,897 | (185,193 | ) | 1,783 | — | (97,432 | ) | ||||||||||||
Net income (loss) | 212,279 | 215,827 | 380,024 | (28,267 | ) | (564,748 | ) | 215,115 | ||||||||||||
Net loss attributable to the noncontrolling interests | — | — | — | (2,836 | ) | — | (2,836 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 212,279 | $ | 215,827 | $ | 380,024 | $ | (31,103 | ) | $ | (564,748 | ) | $ | 212,279 | ||||||
Comprehensive Income | $ | 211,759 | $ | 213,284 | $ | 378,926 | $ | (27,982 | ) | $ | (564,228 | ) | $ | 211,759 | ||||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 1,296,736 | $ | 123,017 | $ | (56,622 | ) | $ | 1,363,131 | |||||||
Program and production | 15 | 357 | 391,410 | 50,950 | (57,628 | ) | 385,104 | |||||||||||||
Selling, general and administrative | 3,733 | 48,363 | 241,548 | 9,132 | 82 | 302,858 | ||||||||||||||
Depreciation, amortization and other operating expenses | 1,307 | 3,105 | 275,889 | 71,319 | (471 | ) | 351,149 | |||||||||||||
Total operating expenses | 5,055 | 51,825 | 908,847 | 131,401 | (58,017 | ) | 1,039,111 | |||||||||||||
Operating (loss) income | (5,055 | ) | (51,825 | ) | 387,889 | (8,384 | ) | 1,395 | 324,020 | |||||||||||
Equity in earnings of consolidated subsidiaries | 97,138 | 309,388 | 1,009 | — | (407,535 | ) | — | |||||||||||||
Interest expense | (1,083 | ) | (152,174 | ) | (4,965 | ) | (25,624 | ) | 20,909 | (162,937 | ) | |||||||||
Other income (expense) | 4,633 | (59,033 | ) | 245 | 5,361 | (6,781 | ) | (55,575 | ) | |||||||||||
Total other income (expense) | 100,688 | 98,181 | (3,711 | ) | (20,263 | ) | (393,407 | ) | (218,512 | ) | ||||||||||
Income tax benefit | (22,165 | ) | 47,645 | (73,266 | ) | 2,637 | 3,900 | (41,249 | ) | |||||||||||
Income from discontinued operations, net of taxes | — | 11,063 | 495 | — | — | 11,558 | ||||||||||||||
Net income (loss) | 73,468 | 105,064 | 311,407 | (26,010 | ) | (388,112 | ) | 75,817 | ||||||||||||
Net loss attributable to the noncontrolling interests | — | — | — | (2,349 | ) | — | (2,349 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 73,468 | $ | 105,064 | $ | 311,407 | $ | (28,359 | ) | $ | (388,112 | ) | $ | 73,468 | ||||||
Comprehensive Income | $ | 78,257 | $ | 107,243 | $ | 311,407 | $ | (28,098 | ) | $ | (388,112 | ) | $ | 78,257 | ||||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2012 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 1,008,146 | $ | 64,909 | $ | (11,376 | ) | $ | 1,061,679 | |||||||
Program and production | — | 322 | 263,802 | 1,400 | (9,968 | ) | 255,556 | |||||||||||||
Selling, general and administrative | 2,853 | 28,762 | 168,540 | 6,082 | (1,567 | ) | 204,670 | |||||||||||||
Depreciation, amortization and other operating expenses | 1,523 | 1,890 | 213,681 | 55,802 | (728 | ) | 272,168 | |||||||||||||
Total operating expenses | 4,376 | 30,974 | 646,023 | 63,284 | (12,263 | ) | 732,394 | |||||||||||||
Operating (loss) income | (4,376 | ) | (30,974 | ) | 362,123 | 1,625 | 887 | 329,285 | ||||||||||||
Equity in losses of consolidated subsidiaries | 144,620 | 194,686 | (123 | ) | — | (339,183 | ) | — | ||||||||||||
Interest expense | (1,317 | ) | (118,491 | ) | (4,840 | ) | (24,780 | ) | 20,875 | (128,553 | ) | |||||||||
Other income (expense) | 5,245 | 38,677 | (39,781 | ) | 8,690 | (1,223 | ) | 11,608 | ||||||||||||
Total other income (expense) | 148,548 | 114,872 | (44,744 | ) | (16,090 | ) | (319,531 | ) | (116,945 | ) | ||||||||||
Income tax benefit | 494 | 41,709 | (118,519 | ) | 8,464 | — | (67,852 | ) | ||||||||||||
Loss from discontinued operations, net of taxes | — | (269 | ) | 734 | — | — | 465 | |||||||||||||
Net income (loss) | 144,666 | 125,338 | 199,594 | (6,001 | ) | (318,644 | ) | 144,953 | ||||||||||||
Net loss attributable to the noncontrolling interests | — | — | — | (287 | ) | — | (287 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 144,666 | $ | 125,338 | $ | 199,594 | $ | (6,288 | ) | $ | (318,644 | ) | $ | 144,666 | ||||||
Comprehensive Income | $ | 144,808 | $ | 125,193 | $ | 199,594 | $ | (6,288 | ) | $ | (318,499 | ) | $ | 144,808 | ||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (26,528 | ) | $ | (147,940 | ) | $ | 628,103 | $ | (35,694 | ) | $ | 12,513 | $ | 430,454 | |||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (8,864 | ) | (71,152 | ) | (2,722 | ) | 1,280 | (81,458 | ) | ||||||||||
Payments for acquisitions of television stations | — | — | (1,485,039 | ) | — | — | (1,485,039 | ) | ||||||||||||
Proceeds from the sale of broadcast assets | — | — | 176,675 | — | — | 176,675 | ||||||||||||||
Payments for acquisitions of assets of other operating divisions | ||||||||||||||||||||
Purchase of alarm monitoring contracts | — | — | — | (27,701 | ) | — | (27,701 | ) | ||||||||||||
(Increase) decrease in restricted cash | — | 11,525 | 91 | — | — | 11,616 | ||||||||||||||
Investments in equity and cost method investees | — | — | — | (8,104 | ) | — | (8,104 | ) | ||||||||||||
Proceeds from insurance settlement | — | 17,042 | — | — | — | 17,042 | ||||||||||||||
Other, net | 1,000 | — | 392 | (1,779 | ) | — | (387 | ) | ||||||||||||
Net cash flows from (used in) investing activities | 1,000 | 19,703 | (1,379,033 | ) | (40,306 | ) | 1,280 | (1,397,356 | ) | |||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | 1,466,500 | 507 | 33,713 | — | 1,500,720 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (556 | ) | (574,584 | ) | (1,028 | ) | (6,596 | ) | — | (582,764 | ) | |||||||||
Repurchase of outstanding Class A Common Stock | (133,157 | ) | — | — | — | — | (133,157 | ) | ||||||||||||
Dividends paid on Class A and Class B common stock | (61,103 | ) | — | — | — | — | (61,103 | ) | ||||||||||||
Payments for deferred financing costs | — | (16,590 | ) | — | — | — | (16,590 | ) | ||||||||||||
Noncontrolling interest (contributions) distributions | — | — | — | (8,184 | ) | — | (8,184 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 218,081 | (981,669 | ) | 725,678 | 51,703 | (13,793 | ) | — | ||||||||||||
Other, net | 2,263 | — | (1,072 | ) | 4,367 | — | 5,558 | |||||||||||||
Net cash flows from (used in) financing activities | 25,528 | (106,343 | ) | 724,085 | 75,003 | (13,793 | ) | 704,480 | ||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | (234,580 | ) | (26,845 | ) | (997 | ) | — | (262,422 | ) | ||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 237,974 | 28,594 | 13,536 | — | 280,104 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 3,394 | $ | 1,749 | $ | 12,539 | $ | — | $ | 17,682 | ||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (37,107 | ) | $ | (264,925 | ) | $ | 444,680 | $ | (40,414 | ) | $ | 58,343 | $ | 160,577 | |||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (2,700 | ) | (35,659 | ) | (5,029 | ) | — | (43,388 | ) | ||||||||||
Payments for acquisitions of television stations | — | — | (998,664 | ) | (50,480 | ) | 43,000 | (1,006,144 | ) | |||||||||||
Proceeds from the sale of broadcast assets | — | — | 71,738 | 21,000 | (43,000 | ) | 49,738 | |||||||||||||
Payments for acquisitions of assets of other operating divisions | — | — | — | (4,650 | ) | — | (4,650 | ) | ||||||||||||
Purchase of alarm monitoring contracts | — | — | — | (23,721 | ) | — | (23,721 | ) | ||||||||||||
(Increase) decrease in restricted cash | — | (11,522 | ) | — | — | — | (11,522 | ) | ||||||||||||
Investments in equity and cost method investees | — | — | — | (10,767 | ) | — | (10,767 | ) | ||||||||||||
Investment in marketable securities | — | — | — | (696 | ) | (10,908 | ) | (11,604 | ) | |||||||||||
Other, net | 1,648 | — | 50 | 9,119 | — | 10,817 | ||||||||||||||
Net cash flows (used in) from investing activities | 1,648 | (14,222 | ) | (962,535 | ) | (65,224 | ) | (10,908 | ) | (1,051,241 | ) | |||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | 2,189,753 | — | 88,540 | — | 2,278,293 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (482 | ) | (1,473,898 | ) | (1,069 | ) | (34,311 | ) | — | (1,509,760 | ) | |||||||||
Proceeds from the sale of Class A Common Stock | 472,913 | — | — | — | — | 472,913 | ||||||||||||||
Dividends paid on Class A and Class B common stock | (56,767 | ) | — | — | — | — | (56,767 | ) | ||||||||||||
Payments for deferred financing costs | — | (27,724 | ) | — | — | — | (27,724 | ) | ||||||||||||
Noncontrolling interest distributions (contributions) | — | — | — | (10,256 | ) | — | (10,256 | ) | ||||||||||||
Increase (decrease) in intercompany payables | (371,331 | ) | (178,240 | ) | 548,139 | 59,765 | (58,333 | ) | — | |||||||||||
Other, net | (8,874 | ) | — | (820 | ) | — | 10,898 | 1,204 | ||||||||||||
Net cash flows from (used in) financing activities | 35,459 | 509,891 | 546,250 | 103,738 | (47,435 | ) | 1,147,903 | |||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 230,744 | 28,395 | (1,900 | ) | — | 257,239 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 7,230 | 199 | 15,436 | — | 22,865 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 237,974 | $ | 28,594 | $ | 13,536 | $ | — | $ | 280,104 |
QUARTERLY_FINANCIAL_INFORMATIO
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | ||||||||||||||
(in thousands, except per share data) | ||||||||||||||
For the Quarter Ended | ||||||||||||||
3/31/14 | 6/30/14 | 9/30/14 | 12/31/14 | |||||||||||
Total revenues, net | $ | 412,648 | $ | 455,136 | $ | 494,956 | $ | 613,818 | ||||||
Operating income | $ | 81,000 | $ | 103,039 | $ | 101,663 | $ | 208,949 | ||||||
Income from continuing operations | $ | 27,657 | $ | 41,601 | $ | 48,768 | $ | 97,089 | ||||||
Income from discontinued operations | $ | — | $ | — | $ | — | $ | — | ||||||
Net income attributable to Sinclair Broadcast Group | $ | 27,158 | $ | 41,335 | $ | 48,341 | $ | 95,445 | ||||||
Basic earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.43 | $ | 0.50 | $ | 0.99 | ||||||
Basic earnings per common share attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.43 | $ | 0.50 | $ | 0.99 | ||||||
Diluted earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.42 | $ | 0.49 | $ | 0.98 | ||||||
Diluted earnings per common share attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.42 | $ | 0.49 | $ | 0.98 | ||||||
For the Quarter Ended | ||||||||||||||
3/31/13 | 6/30/13 | 9/30/13 | 12/31/13 | |||||||||||
Total revenues, net | $ | 282,618 | $ | 314,154 | $ | 338,644 | $ | 427,715 | ||||||
Operating income | $ | 63,656 | $ | 84,280 | $ | 72,798 | $ | 103,286 | ||||||
Income from continuing operations | $ | 16,515 | $ | 12,956 | $ | 30,551 | $ | 4,237 | ||||||
Income from discontinued operations | $ | 355 | $ | 5,103 | $ | 6,100 | $ | — | ||||||
Net income attributable to Sinclair Broadcast Group | $ | 16,997 | $ | 17,826 | $ | 36,342 | $ | 2,303 | ||||||
Basic earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.20 | $ | 0.14 | $ | 0.30 | $ | 0.02 | ||||||
Basic earnings per common share attributable to Sinclair Broadcast Group | $ | 0.21 | $ | 0.19 | $ | 0.37 | $ | 0.02 | ||||||
Diluted earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.20 | $ | 0.14 | $ | 0.30 | $ | 0.02 | ||||||
Diluted earnings per common share attributable to Sinclair Broadcast Group | $ | 0.21 | $ | 0.19 | $ | 0.36 | $ | 0.02 | ||||||
NATURE_OF_OPERATIONS_AND_SUMMA1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||
Nature of operations | |||||||||||
Nature of Operations | |||||||||||
Sinclair Broadcast Group, Inc. is a diversified television broadcasting company that owns or provides certain programming, operating or sales services to television stations pursuant to broadcasting licenses that are granted by the Federal Communication Commission (the FCC or Commission). We owned and provided programming and operating services pursuant to local marketing agreements (LMAs) or provided or were provided sales services pursuant to outsourcing agreements to 164 stations in 79 markets which broadcast 373 channels, as of December 31, 2014. For the purpose of this report, these 164 stations and 373 channels are referred to as “our” stations and channels. | |||||||||||
Principles of Consolidation | |||||||||||
Principles of Consolidation | |||||||||||
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. Noncontrolling interest 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. | |||||||||||
Variable Interest Entities | |||||||||||
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. | |||||||||||
Third-party station licensees. Certain of our stations provide services to other station owners within the same respective market, such as LMAs, where we provide programming, sales, operational and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase, the license related assets of the licensee. We typically own the majority of the non-license assets of the stations and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. As of December 31, 2014 and 2013, we have concluded that 37 and 34 of these licensees are VIEs, respectively. 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. Several of these VIEs are owned by a related party, Cunningham Broadcasting Corporation (Cunningham). See Note 12. Related Person Transactions for more information about the arrangements with Cunningham. The net revenues of the stations which we consolidate were $286.3 million, $235.8 million and $154.6 million for the year ended December 31, 2014, 2013, and 2012, respectively. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation. See Changes in the Rules of Television Ownership and Joint Sale Agreements within Note 11. Commitment and Contingencies for discussion of recent changes in FCC rules related to JSAs. | |||||||||||
Up until third quarter of 2014, we had consolidated Cunningham (parent entity), in addition to their stations that we perform services for, as we had previously determined that it was a VIE because it had insufficient equity at risk. As of September 30, 2014, we concluded that Cunningham was no longer a VIE given its significant equity at risk in assets that we have no involvement with, and deconsolidated this entity, along with WTAT and WYZZ, stations that Cunningham acquired from us in July 2014 and November 2013, respectively, with which we have no continuing involvement. As a result of the deconsolidation, we recorded the difference between the proceeds received from Cunningham for the sale of WTAT and WYZZ to additional paid in capital in the consolidated balance sheet, as well as reflected the noncontrolling interest deficit of the remaining Cunningham VIEs which represents their significant cumulative distributions made to Cunningham (parent entity) that were previously eliminated in consolidation. | |||||||||||
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 as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | 491 | $ | 4,916 | |||||||
Accounts receivable | 19,521 | 18,468 | |||||||||
Current portion of program contract costs | 9,544 | 10,725 | |||||||||
Prepaid expenses and other current assets | 297 | 247 | |||||||||
Total current asset | 29,853 | 34,356 | |||||||||
PROGRAM CONTRACT COSTS, less current portion | 6,922 | 5,075 | |||||||||
PROPERTY AND EQUIPMENT, net | 9,716 | 11,081 | |||||||||
GOODWILL | 787 | 6,357 | |||||||||
BROADCAST LICENSES | 16,935 | 16,768 | |||||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 96,732 | 97,496 | |||||||||
OTHER ASSETS | 2,376 | 22,935 | |||||||||
Total assets | $ | 163,321 | $ | 194,068 | |||||||
LIABILITIES | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Accounts payable | $ | 68 | $ | 86 | |||||||
Accrued liabilities | 1,297 | 2,536 | |||||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,659 | 5,731 | |||||||||
Current portion of program contracts payable | 9,714 | 11,552 | |||||||||
Total current liabilities | 14,738 | 19,905 | |||||||||
LONG-TERM LIABILITIES: | |||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 28,640 | 49,850 | |||||||||
Program contracts payable, less current portion | 10,161 | 6,597 | |||||||||
Long term liabilities | 8,739 | 10,838 | |||||||||
Total liabilities | $ | 62,278 | $ | 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 LMA which are 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 of December 31, 2014 and 2013, which are excluded from liabilities above, were $34.4 million and $32.4 million, respectively. The total capital lease liabilities, net of capital lease assets, excluded from the above were $4.3 million and $5.0 million, respectively for the years ended December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, Cunningham sold a portion of its investment in our Class A Common Stock which was eliminated in consolidation and excluded from assets shown above, for $7.0 million, net of income taxes and has been reflected as an increase in additional paid in capital in the consolidated balance sheet. Also excluded from the amounts above are liabilities associated with the certain outsourcing agreements and purchase options with certain VIEs totaling $78.1 million and $59.9 million as of December 31, 2014 and December 31, 2013, respectively, as these amounts are eliminated in consolidation. The risk and reward characteristics of the VIEs are similar. | |||||||||||
Other investments. 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 December 31, 2014 and 2013 was $22.7 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 $2.2 million, $2.1 million and $6.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, related to these investments. | |||||||||||
Use of Estimates | |||||||||||
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. | |||||||||||
Recent Accounting Pronouncements | |||||||||||
Recent Accounting Pronouncements | |||||||||||
In July 2013, the FASB issued new guidance requiring new disclosure of unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. This guidance does not have a material impact on our financial statements. | |||||||||||
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. Under the revised guidance, it is 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. We early adopted this new guidance effective July 1, 2014. If this guidance were effective for the 2013 discontinued operations discussed in Discontinued Operations, then the sale of those television stations would not have met the criteria under the new guidance. | |||||||||||
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 guidance on our financial statements. | |||||||||||
In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. The new standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently evaluating the impact of this guidance on our financial statements. | |||||||||||
In February 2015, the FASB issued new guidance that amends the current consolidation guidance on the determination of whether an entity is a variable interest entity. This new standard is effective for the annual period beginning after December 15, 2016. Early adoption is allowed, including in any interim period. We are currently evaluating the impact of this new guidance on our financial statements. | |||||||||||
Cash and Cash Equivalents | |||||||||||
Cash and Cash Equivalents | |||||||||||
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||
Restricted Cash | |||||||||||
Restricted Cash | |||||||||||
During 2013, we entered into certain definitive agreements to purchase assets of certain stations discussed in Note 2. Acquisitions, which required certain deposits to be made into escrow accounts. As of December 31, 2013, we held $11.4 million, in restricted cash classified as noncurrent related to the amounts held in escrow for these acquisitions. | |||||||||||
Accounts Receivable | |||||||||||
Accounts Receivable | |||||||||||
Management regularly reviews accounts receivable and determines an appropriate estimate for the allowance for doubtful accounts based upon the impact of economic conditions on the merchant’s ability to pay, past collection experience and such other factors which, in management’s judgment, deserve current recognition. In turn, a provision is charged against earnings in order to maintain the appropriate allowance level. | |||||||||||
A rollforward of the allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at beginning of period | $ | 3,379 | $ | 3,091 | $ | 3,008 | |||||
Charged to expense | 2,186 | 1,802 | 1,141 | ||||||||
Net write-offs | (1,319 | ) | (1,514 | ) | (1,058 | ) | |||||
Balance at end of period | $ | 4,246 | $ | 3,379 | $ | 3,091 | |||||
Programming | |||||||||||
Programming | |||||||||||
We have agreements with distributors for the rights to television programming over contract periods, which generally run from one to seven years. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet where the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets. | |||||||||||
The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or estimated net realizable value. With the exception of one-year contracts, amortization of program contract costs is computed using either a four-year accelerated method or based on usage, whichever method results in the earliest recognition of amortization for each program. Program contract costs are amortized on a straight-line basis for one-year contracts. Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by adjustments for amortization or estimated net realizable value. | |||||||||||
Estimated net realizable values are based on management’s expectation of future advertising revenues, net of sales commissions, to be generated by the program material. We perform a net realizable value calculation quarterly for each of our program contract costs in accordance with the accounting guidance for the broadcasting industry. We utilize sales information to estimate the future revenue of each commitment and measure that amount against the commitment. If the estimated future revenue is less than the amount of the commitment, a loss is recorded in amortization of program contract costs and net realizable value adjustments in the consolidated statements of operations. | |||||||||||
Barter Arrangements | |||||||||||
Barter Arrangements | |||||||||||
Certain program contracts provide for the exchange of advertising airtime in lieu of cash payments for the rights to such programming. The revenues realized from station barter arrangements are recorded as the programs are aired at the estimated fair value of the advertising airtime given in exchange for the program rights. Program service arrangements are accounted for as station barter arrangements, however, network affiliation programming is excluded from these calculations. Revenues are recorded as revenues realized from station barter arrangements and the corresponding expenses are recorded as expenses recognized from station barter arrangements. | |||||||||||
We broadcast certain customers’ advertising in exchange for equipment, merchandise and services. The estimated fair value of the equipment, merchandise or services received is recorded as deferred barter costs and the corresponding obligation to broadcast advertising is recorded as deferred barter revenues. The deferred barter costs are expensed or capitalized as they are used, consumed or received and are included in station production expenses and station selling, general and administrative expenses, as applicable. Deferred barter revenues are recognized as the related advertising is aired and are recorded in revenues realized from station barter arrangements. | |||||||||||
Other Assets | |||||||||||
Other Assets | |||||||||||
Other assets as of December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Equity and cost method investments | $ | 107,847 | $ | 98,385 | |||||||
Unamortized costs related to debt issuances | 47,118 | 46,150 | |||||||||
Other | 53,265 | 63,674 | |||||||||
Total other assets | $ | 208,230 | $ | 208,209 | |||||||
We have equity and cost method investments primarily in private investment funds and real estate ventures. In the event that one or more of our investments are significant, we are required to disclose summarized financial information. For the years ended December 31, 2014, 2013, and 2012, none of our investments were significant individually or in the aggregate. | |||||||||||
As of December 31, 2014 and 2013, our unfunded commitments related to private equity investment funds totaled $15.6 million and $17.0 million, respectively. | |||||||||||
When factors indicate that there may be a decrease in value of an equity or cost method investment, we assess whether a loss in value has occurred related to the investment. If that loss is deemed to be other than temporary, an impairment loss is recorded accordingly. For any investments that indicate a potential impairment, we estimate the fair values of those investments using discounted cash flow models, unrelated third party valuations or industry comparables, based on the various facts available to us. For the year ended December 31, 2012, we recorded impairments of $1.3 million related to two of our investments. For the year ended December 31, 2013, we recorded impairments of $0.6 million related to two of our investments. There were no impairment charges during the year ended December 31, 2014. The impairments are recorded in the income (loss) from equity and cost method investees in our consolidated statement of operations. | |||||||||||
Unamortized costs related to debt issuances represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if we determine that there has been a substantial modification of the related debt. | |||||||||||
The decrease in other, in the table above, for 2014 was primarily due to the deconsolidation of investments held by Cunningham, partially offset by long term income tax receivables recorded in connection with the acquisition of the Allbritton Companies. See Variable Interest Entities above for further discussion on the deconsolidation of Cunningham. See Note 2. Acquisitions for further discussion on the acquisition of the Allbritton Companies. | |||||||||||
Impairment of Intangible and Long-Lived Assets | |||||||||||
Impairment of Goodwill, Intangibles and Other Long-Lived Assets | |||||||||||
We assess annually, in the fourth quarter, whether goodwill and indefinite-lived intangible assets are impaired. Additionally, impairment assessments may be performed on an interim basis when events or changes in circumstances indicate that impairment potentially exists. We aggregate our stations by market for purposes of our goodwill and license impairment testing. We believe that our markets are most representative of our broadcast reporting units because segment management views, manages and evaluates our stations on a market basis. Furthermore, in our markets, where we operate or provide services to more than one station, certain costs of operating the stations are shared including the use of buildings and equipment, the sales force and administrative personnel. | |||||||||||
In our assessment of goodwill for impairment we first determine, based upon a qualitative assessment, whether it is more likely than not a reporting unit has been impaired. As part of this qualitative assessment, for each reporting unit, we weigh the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. The reporting unit specific factors that we consider include current and forecasted financial performance, the significance of the excess fair value over carrying value in prior quantitative assessments, and any changes to the reporting units’ carrying amounts since the most recent impairment tests. We also consider whether there were any significant changes in the regulatory environment and business climate of the industry, and whether there were any negative pressures on growth rates and discount rates. | |||||||||||
If we conclude that it is more likely than not that a reporting unit is impaired, we will apply the quantitative two-step method. In the first step, the Company determines the fair value of the reporting unit and compares that fair value to the net book value of the reporting unit. The fair value of the reporting unit is determined using various valuation techniques, including quoted market prices, observed earnings/cash flow multiples paid for comparable television stations and discounted cash flow models. Our discounted cash flow model is based on our judgment of future market conditions within each designated market area based on our internal forecast of future performance, as well as discount rates that are based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk. If the net book value of the reporting unit were to exceed the fair value, we would then perform the second step of the impairment test, which requires allocation of the reporting unit’s fair value to all of its assets and liabilities in a manner similar to a purchase price allocation, with any residual fair value being allocated to goodwill to determine the implied fair value. An impairment charge will be recognized only when the implied fair value of a reporting unit’s goodwill is less than its carrying amount. | |||||||||||
For our annual impairment test for indefinite-lived intangibles, broadcast licenses, we apply a qualitative assessment to assess whether it is more likely than not that broadcast licenses of a market are impaired. As part of this qualitative assessment, for each market, we weigh the relative impact of factors that are specific to the market as well as industry and macroeconomic factors that could affect the significant inputs used to determine the fair value of our broadcast license assets. The market specific factors that we consider include recent market projections from both independent and internal sources for advertising revenue and operating costs, estimated normal market share and capital expenditures, as well as the significance of the excess fair value over carrying value in prior quantitative assessments. We also consider whether there were any significant changes in the regulatory environment and business climate of the industry, and whether there were any negative pressures on growth rates and discount rates. When evaluating our broadcast licenses for impairment, the qualitative assessment is done at the market level because the broadcast licenses within the market are complementary and together enhance the single broadcast license of each station. If we conclude that it is more likely than not that one of our broadcast licenses is impaired, we will perform a quantitative assessment by comparing the aggregate fair value of the broadcast licenses in the market to the respective carrying values. We apply the income approach, using a Greenfield method, to estimate the fair values of the broadcast licenses. The income approach method involves a discounted cash flow model that incorporates several variables, including, but not limited to, market revenues and long term growth projections, estimated market share for the typical participant without a network affiliation and estimated profit margins based on market size and station type. The model also assumes outlays for capital expenditures, future terminal values, an effective tax rate assumption and a discount rate based on a number of factors including market interest rates, a weighted average cost of capital analysis based on the target capital structure for a television station, and includes adjustments for market risk and company specific risk. If the carrying amount of the broadcast licenses exceeds the fair value, then an impairment loss is recorded to the extent that the carrying value of the broadcast licenses exceeds the fair value. | |||||||||||
We periodically evaluate our long-lived assets for impairment and continue to evaluate them as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. We evaluate the recoverability of long-lived assets by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. At the time that such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are tested for impairment by comparing their estimated fair value to the carrying value. We typically estimate fair value using discounted cash flow models and appraisals. See Note 6. Goodwill and Other Intangible Assets, for more information. | |||||||||||
Accrued Liabilities | |||||||||||
Accrued Liabilities | |||||||||||
Accrued liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Compensation and employee health insurance | $ | 56,871 | $ | 44,800 | |||||||
Interest | 33,347 | 25,133 | |||||||||
Deferred revenue | 27,037 | 20,128 | |||||||||
Programming related obligations | 65,970 | 38,225 | |||||||||
Other accruals relating to operating expenses | 62,898 | 53,899 | |||||||||
Total accrued liabilities | $ | 246,123 | $ | 182,185 | |||||||
We expense these activities when incurred. | |||||||||||
Income Taxes | |||||||||||
Income Taxes | |||||||||||
We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. 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. As of December 31, 2014 and 2013, a valuation allowance has been provided for deferred tax assets related to a substantial amount of our available state net operating loss 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. Future changes in operating and/or taxable income or other changes in facts and circumstances could significantly impact the ability to realize our deferred tax assets which could have a material effect on our consolidated financial statements. | |||||||||||
Management periodically performs a comprehensive review of our tax positions and we record a liability for unrecognized tax benefits when such tax positions do not meet the “more-likely-than-not” threshold. Significant judgment is required in determining whether a tax position meets the “more-likely-than-not” threshold, and it is based on a variety of facts and circumstances, including interpretation of the relevant federal and state income tax codes, regulations, case law and other authoritative pronouncements. Based on this analysis, the status of ongoing audits and the expiration of applicable statute of limitations, liabilities are adjusted as necessary. The resolution of audits is unpredictable and could result in tax liabilities that are significantly higher or lower than for what we have provided. See Note 10. Income Taxes, for further discussion of accrued unrecognized tax benefits. | |||||||||||
Supplemental Information - Statements of Cash Flows | |||||||||||
Supplemental Information — Statements of Cash Flows | |||||||||||
During 2014, 2013 and 2012, we had the following cash transactions (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income taxes paid related to continuing operations | $ | 100,986 | $ | 26,037 | $ | 46,964 | |||||
Income tax refunds received related to continuing operations | $ | 1,407 | $ | 4,414 | $ | 194 | |||||
Interest paid | $ | 157,349 | $ | 147,083 | $ | 110,973 | |||||
Non-cash transactions related to capital lease obligations were zero, $10.4 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The non-cash conversion of the 4.875% Notes into Class A Common Stock was $8.6 million, net of taxes for the year ended December 31, 2013. | |||||||||||
Revenue Recognition | |||||||||||
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 significant revenues are recognized as services are provided. | |||||||||||
Share Repurchase Program | |||||||||||
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 year ended December 31, 2014, we have purchased approximately 4.9 million shares for $133.2 million. As of December 31, 2014, the total remaining authorization was $134.4 million. In January 2015, we repurchased 0.3 million shares of Class A Common Stock for $7.8 million. | |||||||||||
Advertising Expenses | |||||||||||
Advertising Expenses | |||||||||||
Promotional advertising expenses are recorded in the period when incurred and are included in station production and other operating division expenses. Total advertising expenses from continuing operations, net of advertising co-op credits, were $21.3 million, $15.4 million and $12.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
Financial Instruments | |||||||||||
Financial Instruments | |||||||||||
Financial instruments, as of December 31, 2014 and 2013, consisted of cash and cash equivalents, trade accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying amounts approximate fair value for each of these financial instruments, except for the notes payable. See Note 7. Notes Payable and Commercial Bank Financing, for additional information regarding the fair value of notes payable. | |||||||||||
Post-retirement Benefits | |||||||||||
Post-retirement Benefits | |||||||||||
We are required to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan in our consolidated financial statements. As of December 31, 2014 and 2013, we recorded a liability of $4.7 million and $1.9 million, respectively, representing the underfunded status of our defined benefit pension plan. | |||||||||||
In connection with the acquisition of Fisher Communications, Inc. (Fisher) in 2013 (see Note 2. Acquisitions), we assumed a nonqualified noncontributory supplemental retirement program (Fisher SERP) that was originally established for former executives of Fisher. No new participants have been admitted to this program since 2001 and the benefits of active participants were frozen in 2005. The program participants do not include any active employees. The Fisher SERP required continued employment or disability through the date of expected retirement, unless involuntarily terminated. | |||||||||||
While the nonqualified plan is unfunded, Fisher had made investments in annuity contracts and life insurance policies on the lives of certain individual participants to assist in future payment of retirement benefits. The carrying value of the annuity contracts and life insurance policies was $18.2 million as of December 31, 2013, which was included in other assets in our consolidated balance sheet. The majority of these annuities and life insurance policies were surrendered for lower cash value in 2014. | |||||||||||
As of December 31, 2014, the estimated projected benefit obligation was $24.0 million, of which $1.5 million is included in accrued expenses in the consolidated balance sheet and the $22.5 million is included in other long-term liabilities. During the years ended December 31, 2014 and 2013, we made $2.1 million and $0.5 million in benefit payments, recognized $1.0 million and $0.4 million of periodic pension expense, reported in other expenses in the consolidated statement of operations, and $3.2 million of actuarial losses and $0.2 million of actuarial gains through other comprehensive income, respectively. | |||||||||||
At December 31, 2014, the projected benefit obligation was measured using a 3.69% discount rate compared to a discount rate of 4.51% for the year ended December 31, 2013. We estimated its discount rate, in consultation with our independent actuaries, based on a yield curve constructed from a portfolio of high quality bonds for which the timing and amount of cash outflows approximate the estimated payouts of the plan. | |||||||||||
We estimate that benefits expected to be paid to participants under the Fisher SERP as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2015 | $ | 1,481 | |||||||||
2016 | 1,726 | ||||||||||
2017 | 1,665 | ||||||||||
2018 | 1,608 | ||||||||||
2019 | 1,554 | ||||||||||
Next 5 years | 7,196 | ||||||||||
Reclassifications | |||||||||||
Reclassifications | |||||||||||
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation. | |||||||||||
NATURE_OF_OPERATIONS_AND_SUMMA2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||
Schedule of carrying amounts and classification of assets and liabilities of VIEs | |||||||||||
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 as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | 491 | $ | 4,916 | |||||||
Accounts receivable | 19,521 | 18,468 | |||||||||
Current portion of program contract costs | 9,544 | 10,725 | |||||||||
Prepaid expenses and other current assets | 297 | 247 | |||||||||
Total current asset | 29,853 | 34,356 | |||||||||
PROGRAM CONTRACT COSTS, less current portion | 6,922 | 5,075 | |||||||||
PROPERTY AND EQUIPMENT, net | 9,716 | 11,081 | |||||||||
GOODWILL | 787 | 6,357 | |||||||||
BROADCAST LICENSES | 16,935 | 16,768 | |||||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 96,732 | 97,496 | |||||||||
OTHER ASSETS | 2,376 | 22,935 | |||||||||
Total assets | $ | 163,321 | $ | 194,068 | |||||||
LIABILITIES | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Accounts payable | $ | 68 | $ | 86 | |||||||
Accrued liabilities | 1,297 | 2,536 | |||||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,659 | 5,731 | |||||||||
Current portion of program contracts payable | 9,714 | 11,552 | |||||||||
Total current liabilities | 14,738 | 19,905 | |||||||||
LONG-TERM LIABILITIES: | |||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 28,640 | 49,850 | |||||||||
Program contracts payable, less current portion | 10,161 | 6,597 | |||||||||
Long term liabilities | 8,739 | 10,838 | |||||||||
Total liabilities | $ | 62,278 | $ | 87,190 | |||||||
Schedule of rollforward of the allowance for doubtful accounts | |||||||||||
A rollforward of the allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 is as follows (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at beginning of period | $ | 3,379 | $ | 3,091 | $ | 3,008 | |||||
Charged to expense | 2,186 | 1,802 | 1,141 | ||||||||
Net write-offs | (1,319 | ) | (1,514 | ) | (1,058 | ) | |||||
Balance at end of period | $ | 4,246 | $ | 3,379 | $ | 3,091 | |||||
Schedule of other assets | |||||||||||
Other assets as of December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Equity and cost method investments | $ | 107,847 | $ | 98,385 | |||||||
Unamortized costs related to debt issuances | 47,118 | 46,150 | |||||||||
Other | 53,265 | 63,674 | |||||||||
Total other assets | $ | 208,230 | $ | 208,209 | |||||||
Schedule of accrued liabilities | |||||||||||
Accrued liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Compensation and employee health insurance | $ | 56,871 | $ | 44,800 | |||||||
Interest | 33,347 | 25,133 | |||||||||
Deferred revenue | 27,037 | 20,128 | |||||||||
Programming related obligations | 70,344 | 42,658 | |||||||||
Other accruals relating to operating expenses | 58,524 | 49,466 | |||||||||
Total accrued liabilities | $ | 246,123 | $ | 182,185 | |||||||
Schedule of cash transactions | |||||||||||
During 2014, 2013 and 2012, we had the following cash transactions (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income taxes paid related to continuing operations | $ | 100,986 | $ | 26,037 | $ | 46,964 | |||||
Income tax refunds received related to continuing operations | $ | 1,407 | $ | 4,414 | $ | 194 | |||||
Interest paid | $ | 157,349 | $ | 147,083 | $ | 110,973 | |||||
Schedule of benefits expected to be paid to participants under the Fisher SERP | |||||||||||
We estimate that benefits expected to be paid to participants under the Fisher SERP as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2015 | $ | 1,481 | |||||||||
2016 | 1,726 | ||||||||||
2017 | 1,665 | ||||||||||
2018 | 1,608 | ||||||||||
2019 | 1,554 | ||||||||||
Next 5 years | 7,196 | ||||||||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
Schedule of initial allocated fair value of acquired assets and liabilities assumed | The following tables summarize the allocated fair value of acquired assets and assumed liabilities, including the net assets of consolidated VIEs (in thousands): | ||||||||||||||||
MEG | KSNV | Allbritton | Other | Total 2014 | |||||||||||||
Stations | acquisitions | ||||||||||||||||
Accounts receivable | $ | — | $ | — | $ | 38,542 | $ | — | $ | 38,542 | |||||||
Prepaid expenses and other current assets | 476 | 67 | 19,890 | 79 | 20,512 | ||||||||||||
Program contract costs | 1,889 | 482 | 1,204 | 2,561 | 6,136 | ||||||||||||
Property and equipment | 35,963 | 8,300 | 46,600 | 8,400 | 99,263 | ||||||||||||
Broadcast licenses | 4,202 | — | 13,700 | 125 | 18,027 | ||||||||||||
Definite-lived intangible assets | 93,156 | 61,725 | 564,100 | 71,025 | 790,006 | ||||||||||||
Other assets | — | — | 20,352 | 1,500 | 21,852 | ||||||||||||
Assets held for sale | — | — | 83,200 | — | 83,200 | ||||||||||||
Accounts payable and accrued liabilities | (2,085 | ) | (277 | ) | (8,351 | ) | (1,143 | ) | (11,856 | ) | |||||||
Program contracts payable | (1,889 | ) | (481 | ) | (1,140 | ) | (2,554 | ) | (6,064 | ) | |||||||
Deferred tax liability | — | — | (261,393 | ) | — | (261,393 | ) | ||||||||||
Other long term liabilities | — | (1,200 | ) | (17,025 | ) | — | (18,225 | ) | |||||||||
Fair value of identifiable net assets acquired | 131,712 | 68,616 | 499,679 | 79,993 | 780,000 | ||||||||||||
Goodwill | 74,179 | 49,674 | 535,558 | 42,443 | 701,854 | ||||||||||||
Total | $ | 205,891 | $ | 118,290 | $ | 1,035,237 | $ | 122,436 | $ | 1,481,854 | |||||||
Fisher | Barrington | Other | Total 2013 | ||||||||||||||
acquisitions | |||||||||||||||||
Cash | $ | 13,531 | $ | — | $ | — | $ | 13,531 | |||||||||
Accounts receivable | 29,485 | — | 8,226 | 37,711 | |||||||||||||
Prepaid expenses and other current assets | 19,133 | 681 | 5,217 | 25,031 | |||||||||||||
Program contract costs | 11,427 | 4,011 | 6,050 | 21,488 | |||||||||||||
Property and equipment | 73,968 | 73,621 | 67,034 | 214,623 | |||||||||||||
Broadcast licenses | 29,771 | 719 | 4,395 | 34,885 | |||||||||||||
Definite-lived intangible assets | 166,034 | 220,253 | 169,438 | 555,725 | |||||||||||||
Other assets | 9,284 | — | 1,394 | 10,678 | |||||||||||||
Assets held for sale | 6,339 | — | — | 6,339 | |||||||||||||
Accounts payable and accrued liabilities | (20,127 | ) | (2,725 | ) | (3,926 | ) | (26,778 | ) | |||||||||
Program contracts payable | (10,977 | ) | (3,813 | ) | (6,331 | ) | (21,121 | ) | |||||||||
Deferred tax liability | (74,177 | ) | — | (2,304 | ) | (76,481 | ) | ||||||||||
Other long term liabilities | (23,384 | ) | (65 | ) | (10,550 | ) | (33,999 | ) | |||||||||
Fair value of identifiable net assets acquired | 230,307 | 292,682 | 238,643 | 761,632 | |||||||||||||
Goodwill | 143,942 | 75,004 | 45,538 | 264,484 | |||||||||||||
Less: fair value of non-controlling interest | (1,053 | ) | — | — | (1,053 | ) | |||||||||||
Total | $ | 373,196 | $ | 367,686 | $ | 284,181 | $ | 1,025,063 | |||||||||
Four Points | Freedom | Newport | Other | Total 2012 | |||||||||||||
acquisitions | |||||||||||||||||
Prepaid expenses and other current assets | $ | 456 | $ | 373 | $ | 1,390 | $ | 160 | $ | 2,379 | |||||||
Program contract costs | 3,731 | 3,520 | 10,378 | 1,638 | 19,267 | ||||||||||||
Property and equipment | 34,578 | 54,109 | 53,883 | 16,545 | 159,115 | ||||||||||||
Broadcast licenses | 10,658 | 10,424 | 15,581 | 2,679 | 39,342 | ||||||||||||
Definite-lived intangible assets | 93,800 | 140,963 | 240,013 | 22,546 | 497,322 | ||||||||||||
Other assets | 548 | 278 | 1,097 | — | 1,923 | ||||||||||||
Accounts payable and accrued liabilities | (381 | ) | (589 | ) | (3,928 | ) | (1,178 | ) | (6,076 | ) | |||||||
Program contracts payable | (5,157 | ) | (3,404 | ) | (11,634 | ) | (4,252 | ) | (24,447 | ) | |||||||
Fair value of identifiable net assets acquired | 138,233 | 205,674 | 306,780 | 38,138 | 688,825 | ||||||||||||
Goodwill | 60,843 | 179,609 | 164,621 | 10,661 | 415,734 | ||||||||||||
Total | $ | 199,076 | $ | 385,283 | $ | 471,401 | $ | 48,799 | $ | 1,104,559 | |||||||
The amounts allocated to definite-lived intangible assets | The following tables summarize the amounts allocated to definite-lived intangible assets representing the estimated fair values and estimated goodwill deductible for tax purposes (in thousands): | ||||||||||||||||
MEG | KSNV | Allbritton | Other | Total 2014 | |||||||||||||
Stations | acquisitions | ||||||||||||||||
Network affiliations | $ | 63,462 | $ | 43,800 | $ | 356,900 | $ | 42,625 | $ | 506,787 | |||||||
Decaying advertiser base | 9,280 | 12,100 | 38,500 | 9,100 | 68,980 | ||||||||||||
Other intangible assets | 20,414 | 5,825 | 168,700 | 19,300 | 214,239 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 93,156 | $ | 61,725 | $ | 564,100 | $ | 71,025 | $ | 790,006 | |||||||
Estimated goodwill deductible for tax purposes | $ | 74,179 | $ | 49,674 | $ | — | $ | 42,443 | $ | 166,296 | |||||||
Fisher | Barrington | Other | Total 2013 | ||||||||||||||
acquisitions | |||||||||||||||||
Network affiliations | $ | 117,499 | $ | 103,245 | $ | 99,805 | $ | 320,549 | |||||||||
Decaying advertiser base | 18,110 | 41,939 | 19,992 | 80,041 | |||||||||||||
Other intangible assets | 30,425 | 75,069 | 49,641 | 155,135 | |||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 166,034 | $ | 220,253 | $ | 169,438 | $ | 555,725 | |||||||||
Estimated goodwill deductible for tax purposes | $ | 10,765 | $ | 75,004 | $ | 111,208 | $ | 196,977 | |||||||||
Four Points | Freedom | Newport | Other | Total 2012 | |||||||||||||
acquisitions | |||||||||||||||||
Network affiliations | $ | 66,928 | $ | 93,067 | $ | 175,978 | $ | 12,858 | $ | 348,831 | |||||||
Decaying advertiser base | 9,766 | 25,059 | 23,662 | 1,843 | 60,330 | ||||||||||||
Other intangible assets | 17,106 | 22,837 | 40,373 | 7,845 | 88,161 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 93,800 | $ | 140,963 | $ | 240,013 | $ | 22,546 | $ | 497,322 | |||||||
Estimated goodwill deductible for tax purposes | $ | 60,843 | $ | 179,609 | $ | 164,621 | $ | 10,661 | $ | 415,734 | |||||||
The acquired operations included in the financial statements | |||||||||||||||||
The following tables summarize the results of the acquired operations included in the financial statements of the Company beginning on the acquisition date of each acquisition as listing above (in thousands): | |||||||||||||||||
Revenues | 2014 | 2013 | 2012 | ||||||||||||||
MEG Stations | $ | 2,299 | $ | — | $ | — | |||||||||||
KSNV | 5,972 | — | — | ||||||||||||||
Allbritton | 106,258 | — | — | ||||||||||||||
Barrington | 173,013 | 16,927 | — | ||||||||||||||
Fisher | 184,534 | 79,078 | — | ||||||||||||||
Newport | 162,824 | 149,044 | 11,674 | ||||||||||||||
Freedom (b) | 127,916 | 108,585 | 91,046 | ||||||||||||||
Four Points (a) | 75,058 | 73,673 | 69,964 | ||||||||||||||
Other stations acquired in: | |||||||||||||||||
2014 | 9,172 | — | — | ||||||||||||||
2013 | 139,521 | 52,440 | — | ||||||||||||||
2012 | 21,196 | 21,515 | 4,485 | ||||||||||||||
Total net broadcast revenues | $ | 1,007,763 | $ | 501,262 | $ | 177,169 | |||||||||||
Operating Income | 2014 | 2013 | 2012 | ||||||||||||||
MEG Stations | $ | 1,010 | $ | — | $ | — | |||||||||||
KSNV | 2,108 | — | — | ||||||||||||||
Allbritton | 26,914 | — | — | ||||||||||||||
Barrington | 34,875 | 4,096 | — | ||||||||||||||
Fisher | 26,940 | 19,019 | — | ||||||||||||||
Newport | 53,457 | 35,779 | 2,860 | ||||||||||||||
Freedom (b) | 43,882 | 29,439 | 32,488 | ||||||||||||||
Four Points (a) | 22,441 | 19,754 | 17,287 | ||||||||||||||
Other stations acquired in: | |||||||||||||||||
2014 | 1,569 | — | — | ||||||||||||||
2013 | 26,487 | 12,007 | — | ||||||||||||||
2012 | 2,091 | 946 | (1,589 | ) | |||||||||||||
Total operating income | $ | 241,774 | $ | 121,040 | $ | 51,046 | |||||||||||
(a) | These amounts exclude the operations of WLWC-TV which are classified as discontinued operations in the consolidated statements of operations. See Note 3. Disposition of Assets and Discontinued Operations. | ||||||||||||||||
(b) | These amounts exclude the operations of WLAJ-TV which are classified as discontinued operations in the consolidated statements of operations. See Note 3. Disposition of Assets and Discontinued Operations. | ||||||||||||||||
Schedule of unaudited pro forma results of continuing operations | The 2012 period does not include the pro forma effects of the 2014 acquisitions, and as such will not provide comparability to the 2013 and 2014 pro forma periods presented in the following table (in thousands, except per share data): | ||||||||||||||||
(Unaudited) | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Total revenues | $ | 2,150,124 | $ | 1,838,167 | $ | 1,513,975 | |||||||||||
Net Income | $ | 189,174 | $ | 41,323 | $ | 153,807 | |||||||||||
Net Income attributable to Sinclair Broadcast Group | $ | 186,338 | $ | 38,974 | $ | 153,370 | |||||||||||
Basic earnings per share attributable to Sinclair Broadcast Group | $ | 1.92 | $ | 0.42 | $ | 1.89 | |||||||||||
Diluted earnings per share attributable to Sinclair Broadcast Group | $ | 1.90 | $ | 0.42 | $ | 1.89 | |||||||||||
DISPOSITION_OF_ASSETS_AND_DISC1
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS | |||||
Schedule of major classes of assets and liabilities of the group reported as held for sale on the accompanying condensed consolidated balance sheet | |||||
December 31, 2014 | |||||
Assets: | |||||
Accounts receivable | $ | 5,101 | |||
Prepaid expenses and other current assets | 1,403 | ||||
Total current assets held for sale | 6,504 | ||||
Property and equipment (a) | 1,036 | ||||
Goodwill | 2,975 | ||||
Definite-lived intangible assets | 2,962 | ||||
Total assets held for sale | $ | 13,477 | |||
Liabilities: | |||||
Accounts payable | $ | 1,096 | |||
Accrued liabilities | 1,360 | ||||
Current portion of notes payable, capital leases and commercial bank financing | 21 | ||||
Total liabilities held for sale | $ | 2,477 | |||
(a) | Excluded from the above is $1.8 million in held for sale assets related to certain real estate assets within our broadcast segment. | ||||
STOCKBASED_COMPENSATION_PLANS_
STOCK-BASED COMPENSATION PLANS: (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
STOCK-BASED COMPENSATION PLANS: | ||||||||
Schedule of changes in unvested restricted stock | ||||||||
RSAs | Weighted-Average | |||||||
Price | ||||||||
Unvested shares at December 31, 2013 | 370,000 | $ | 13.81 | |||||
2014 Activity: | ||||||||
Granted | 73,700 | 28.23 | ||||||
Vested | (214,000 | ) | 13.52 | |||||
Forfeited | — | — | ||||||
Unvested shares at December 31, 2014 | 229,700 | 18.71 | ||||||
Schedule of assumptions used to estimate the value of SARs | ||||||||
2014 | 2013 | 2012 | ||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | 0.9 | % | ||
Expected years until exercise | 5 years | 5 years | 5 years | |||||
Expected volatility | 65 | % | 73 | % | 73 | % | ||
Annual dividend yield | 2.2 | % | 4.3 | % | 5.2 | % | ||
Summary of SARS Activity | ||||||||
SARs | Weighted- | |||||||
Average Price | ||||||||
Outstanding at December 31, 2013 | 1,400,000 | $ | 13.25 | |||||
2014 Activity: | ||||||||
Granted | 200,000 | 27.86 | ||||||
Exercised | — | |||||||
Outstanding SARs at December 31, 2014 | 1,600,000 | 15.08 | ||||||
Schedule of assumptions used to estimate the value of stock options under ESPP | ||||||||
2014 | ||||||||
Risk-free interest rate | 1.8 | % | ||||||
Expected years to exercise | 5 years | |||||||
Expected volatility | 47.6 | % | ||||||
Annual dividend yield | 2.3 | % | ||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT: (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT: | ||||||||
Schedule of estimated useful lives | ||||||||
Buildings and improvements | 10 - 30 years | |||||||
Station equipment | 5 - 10 years | |||||||
Office furniture and equipment | 5 - 10 years | |||||||
Leasehold improvements | Lesser of 10 - 30 years or lease term | |||||||
Automotive equipment | 3 - 5 years | |||||||
Property and equipment under capital leases | Lease term | |||||||
Schedule of property and equipment stated at cost less accumulated depreciation | ||||||||
Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land and improvements | $ | 55,269 | $ | 37,517 | ||||
Real estate held for development and sale | 113,514 | 67,037 | ||||||
Buildings and improvements | 192,478 | 168,441 | ||||||
Station equipment | 684,176 | 572,851 | ||||||
Office furniture and equipment | 70,402 | 50,210 | ||||||
Leasehold improvements | 19,091 | 19,453 | ||||||
Automotive equipment | 37,726 | 23,443 | ||||||
Capital leased assets | 81,625 | 81,602 | ||||||
Construction in progress | 18,774 | 17,078 | ||||||
1,273,055 | 1,037,632 | |||||||
Less: accumulated depreciation | (520,517 | ) | (441,561 | ) | ||||
$ | 752,538 | $ | 596,071 | |||||
GOODWILL_BROADCAST_LICENSES_AN1
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: | |||||||||||
Schedule of change in the carrying amount of goodwill related to continuing operations | The change in the carrying amount of goodwill related to continuing operations was as follows (in thousands): | ||||||||||
Broadcast | Other | Consolidated | |||||||||
Operating | |||||||||||
Divisions | |||||||||||
Balance at December 31, 2012 | |||||||||||
Goodwill | $ | 1,484,117 | $ | 3,488 | $ | 1,487,605 | |||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
1,070,544 | 3,488 | 1,074,032 | |||||||||
Acquisition of television stations (a) | 330,309 | — | 330,309 | ||||||||
Sale of broadcast assets (d) | (14,724 | ) | — | (14,724 | ) | ||||||
Measurement period adjustments related to 2012 acquisitions (e) | (9,535 | ) | — | (9,535 | ) | ||||||
Balance at December 31, 2013 (c) | |||||||||||
Goodwill (a) | 1,790,167 | 3,488 | 1,793,655 | ||||||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
1,376,594 | 3,488 | 1,380,082 | |||||||||
Acquisition of television stations (a) | 701,854 | — | 701,854 | ||||||||
Sale of broadcast assets (d) | (26,731 | ) | — | (26,731 | ) | ||||||
Deconsolidation of variable interest entities (b) | (21,357 | ) | — | (21,357 | ) | ||||||
Measurement period adjustments related to 2013 acquisitions (e) | (66,320 | ) | — | (66,320 | ) | ||||||
Assets held for sale | — | (2,975 | ) | (2,975 | ) | ||||||
Balance at December 31, 2014 (c) | |||||||||||
Goodwill | 2,377,613 | 513 | 2,378,126 | ||||||||
Accumulated impairment losses | (413,573 | ) | — | (413,573 | ) | ||||||
$ | 1,964,040 | $ | 513 | $ | 1,964,553 | ||||||
(a) | In 2014 and 2013, we acquired goodwill as a result of acquisitions as discussed in Note 2. Acquisitions. | ||||||||||
(b) | In 2014, we deconsolidated certain variable interest entities and the amounts relate to WYZZ in Peoria, IL and WTAT in Charleston, SC, as discussed in Variable Interest Entities within Note 1. Nature of Operations and Summary of Significant Accounting Policies. | ||||||||||
(c) | Approximately $0.8 million and $6.4 million of goodwill relates to consolidated VIEs as of December 31, 2014 and 2013, respectively. | ||||||||||
(d) | Amounts relate to the 2013 sale of WSYT (including certain assets of WNYS, which we performed service to under an LMA) in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tampa, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations. | ||||||||||
(e) | Amounts relate to immaterial measurement period adjustments related to 2013 acquisitions. | ||||||||||
Schedule of carrying amount of broadcast licenses related to continuing operations | |||||||||||
As of December 31, 2014 and 2013, the carrying amount of our broadcast licenses related to continuing operations was as follows (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ | 101,029 | $ | 85,122 | |||||||
Acquisition of television stations (a) | 18,027 | 15,514 | |||||||||
Sale of broadcast assets (d) | (45 | ) | (25 | ) | |||||||
Impairment charge | (3,240 | ) | — | ||||||||
Measurement period adjustments related to 2013 acquisitions (a) | 19,355 | 418 | |||||||||
Deconsolidation of variable interest entities (b) | (51 | ) | — | ||||||||
Ending balance (c) | $ | 135,075 | $ | 101,029 | |||||||
(a) | See Note 2. Acquisitions. | ||||||||||
(b) | In 2014, we deconsolidated certain variable interest entities and the amounts relate to WYZZ in Peoria, IL and WTAT in Charleston, SC, as discussed in Variable Interest Entities within Note 1. Nature of Operations and Summary of Significant Accounting Policies. | ||||||||||
(c) | Approximately $16.9 million and $16.8 million of broadcast licenses relate to consolidated VIEs as of December 31, 2014 and 2013, respectively. | ||||||||||
(d) | Amounts relate to the 2013 sale of WSYT, in Syracuse, NY, in connection with the acquisition of stations from Barrington, and to the 2014 sale of WTTA in Tamp, FL and KXRM/KXTU in Colorado Springs, CO. See Note 3. Disposition of Assets and Discontinued Operations for further discussion on the sale of these stations. | ||||||||||
Schedule of gross carrying amount and accumulated amortization of definite-lived intangible assets related to continuing operations | |||||||||||
The following table shows the gross carrying amount and accumulated amortization of definite-lived intangibles related to continuing operations (in thousands): | |||||||||||
As of December 31, 2014 | |||||||||||
Gross | Accumulated | Net | |||||||||
Carrying | Amortization | ||||||||||
Amount | |||||||||||
Amortized intangible assets: | |||||||||||
Network affiliation (a) | $ | 1,396,792 | $ | (257,526 | ) | $ | 1,139,266 | ||||
Decaying advertiser base (b) | 324,262 | (148,878 | ) | 175,384 | |||||||
Other (c) | 599,472 | (95,859 | ) | 503,613 | |||||||
Total | $ | 2,320,526 | $ | (502,263 | ) | $ | 1,818,263 | ||||
As of December 31, 2013 | |||||||||||
Gross | Accumulated | Net | |||||||||
Carrying | Amortization | ||||||||||
Amount | |||||||||||
Amortized intangible assets: | |||||||||||
Network affiliation (a) | $ | 869,535 | $ | (195,037 | ) | $ | 674,498 | ||||
Decaying advertiser base (b) | 260,454 | (135,978 | ) | 124,476 | |||||||
Other (c) | 389,769 | (60,988 | ) | 328,781 | |||||||
Total | $ | 1,519,758 | $ | (392,003 | ) | $ | 1,127,755 | ||||
(a) | The increase in network affiliation assets includes amounts from acquisitions of $506.8 million and $321.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments recorded during 2014 related to 2013 acquisitions. | ||||||||||
(b) | The increase in decaying advertiser base includes amounts from acquisitions of $69.0 million and $80.0 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions. | ||||||||||
(c) | The increase in other intangible assets includes the amounts from acquisitions of $214.2 million and $155.5 million in 2014 and 2013, respectively. See Note 2. Acquisitions for the purchase price allocation of stations acquired during 2014, and measurement period adjustments related to 2013 acquisitions. The increase also includes the purchase of additional alarm monitoring contracts of $27.7 million, which is included in Other Operating Divisions. | ||||||||||
Schedule of estimated amortization expense of the definite-lived intangible assets | |||||||||||
The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years (in thousands): | |||||||||||
For the year ended December 31, 2015 | $ | 147,831 | |||||||||
For the year ended December 31, 2016 | 146,877 | ||||||||||
For the year ended December 31, 2017 | 144,887 | ||||||||||
For the year ended December 31, 2018 | 143,923 | ||||||||||
For the year ended December 31, 2019 | 143,834 | ||||||||||
Thereafter | 1,090,911 | ||||||||||
$ | 1,818,263 | ||||||||||
NOTES_PAYABLE_AND_COMMERCIAL_B1
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: | |||||||||||
Schedule of notes payable, capital leases and the Bank Credit Agreement | |||||||||||
Notes payable, capital leases and the Bank Credit Agreement consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Bank Credit Agreement, Term Loan A | $ | 348,073 | $ | 500,000 | |||||||
Bank Credit Agreement, Term Loan B | 1,039,876 | 646,375 | |||||||||
Revolving credit facility | 338,000 | — | |||||||||
8.375% Senior Unsecured Notes, due 2018 | — | 237,530 | |||||||||
6.375% Senior Unsecured Notes, due 2021 | 350,000 | 350,000 | |||||||||
5.375% Senior Unsecured Notes, due 2021 | 600,000 | 600,000 | |||||||||
6.125% Senior Unsecured Notes, due 2022 | 500,000 | 500,000 | |||||||||
5.625% Senior Unsecured Notes, due 2024 | 550,000 | — | |||||||||
Debt of variable interest entities | 30,167 | 55,581 | |||||||||
Other operating divisions debt | 118,822 | 86,263 | |||||||||
Capital leases | 38,836 | 42,946 | |||||||||
Total outstanding principal | 3,913,774 | 3,018,695 | |||||||||
Less: Discount on Bank Credit Agreement, Term Loan B | (3,992 | ) | (3,642 | ) | |||||||
Less: Discount on 8.375% Senior Unsecured Notes, due 2018 | — | (2,305 | ) | ||||||||
Less: Current portion | (113,116 | ) | (46,346 | ) | |||||||
Net carrying value of long-term debt | $ | 3,796,666 | $ | 2,966,402 | |||||||
Schedule of maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | |||||||||||
Indebtedness under the notes payable, capital leases and the Bank Credit Agreement as of December 31, 2014 matures as follows (in thousands): | |||||||||||
Notes and Bank | Capital Leases | Total | |||||||||
Credit | |||||||||||
Agreement | |||||||||||
2015 | $ | 110,980 | $ | 5,555 | $ | 116,535 | |||||
2016 | 77,574 | 5,159 | 82,733 | ||||||||
2017 | 75,544 | 5,197 | 80,741 | ||||||||
2018 | 577,545 | 5,250 | 582,795 | ||||||||
2019 | 10,987 | 5,344 | 16,331 | ||||||||
2020 and thereafter | 3,022,308 | 38,721 | 3,061,029 | ||||||||
Total minimum payments | 3,874,938 | 65,226 | 3,940,164 | ||||||||
Less: Discount on Term Loan B | (3,992 | ) | — | (3,992 | ) | ||||||
Less: Amount representing future interest | — | (26,390 | ) | (26,390 | ) | ||||||
Net carrying value of debt | $ | 3,870,946 | $ | 38,836 | $ | 3,909,782 | |||||
PROGRAM_CONTRACTS_Tables
PROGRAM CONTRACTS: (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
PROGRAM CONTRACTS: | |||||
Schedule of future payments required under program contracts | |||||
Future payments required under program contracts as of December 31, 2014 were as follows (in thousands): | |||||
2015 | $ | 104,922 | |||
2016 | 22,459 | ||||
2017 | 14,999 | ||||
2018 | 10,341 | ||||
2019 | 7,838 | ||||
2020 and thereafter | 4,968 | ||||
Total | 165,527 | ||||
Less: Current portion | (104,922 | ) | |||
Long-term portion of program contracts payable | $ | 60,605 | |||
INCOME_TAXES_Tables
INCOME TAXES: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES: | |||||||||||
Schedule of provision (benefit) for income taxes | |||||||||||
The provision (benefit) for income taxes consisted of the following for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Provision for income taxes - continuing operations | $ | 97,432 | $ | 41,249 | $ | 67,852 | |||||
(Benefit) provision for income taxes - discontinued operations | — | (10,806 | ) | 663 | |||||||
$ | 97,432 | $ | 30,443 | $ | 68,515 | ||||||
Current: | |||||||||||
Federal | $ | 92,609 | $ | 16,229 | $ | 56,106 | |||||
State | 5,641 | (8,305 | ) | 4,095 | |||||||
98,250 | 7,924 | 60,201 | |||||||||
Deferred: | |||||||||||
Federal | 3,170 | 20,214 | 9,151 | ||||||||
State | (3,988 | ) | 2,305 | (837 | ) | ||||||
(818 | ) | 22,519 | 8,314 | ||||||||
$ | 97,432 | $ | 30,443 | $ | 68,515 | ||||||
Schedule of reconciliation of federal income taxes at the applicable statutory rate to the recorded provision from continuing operations | |||||||||||
2014 | 2013 | 2012 | |||||||||
Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | |||||
Adjustments- | |||||||||||
State income taxes, net of federal tax benefit (1) | (0.1 | )% | 8.3 | % | (0.4 | )% | |||||
Non-deductible items (2) | 3.4 | % | 1.4 | % | 0.3 | % | |||||
Domestic Production Activities Deduction (3) | (3.2 | )% | (3.8 | )% | (1.4 | )% | |||||
Effect of consolidated VIEs (4) | 0.8 | % | 3.7 | % | (3.4 | )% | |||||
Change in state tax laws and rates | (0.1 | )% | (5.5 | )% | 0.2 | % | |||||
Changes in unrecognized tax benefits (5) | (3.4 | )% | 0.8 | % | 1.5 | % | |||||
Other | (0.9 | )% | 0.1 | % | 0.2 | % | |||||
Effective income tax rate | 31.5 | % | 40.0 | % | 32.0 | % | |||||
-1 | Included in state income taxes are deferred income tax effects related to certain acquisitions and/or intercompany mergers. | ||||||||||
-2 | Included in 2014 is the current income taxes related to the taxable gain on sale of WHTM’s assets in Harrisburg, PA, which we acquired with the stock purchase of the Allbritton Companies in the same year. There was no book gain on this sale. Since a deferred tax liability was not established for the excess of book basis over tax basis of goodwill, deferred tax benefit does not offset the current tax expense. | ||||||||||
-3 | During the years ended December 31, 2014 and 2013, we recorded a $0.8 million reduction in and a $2.0 million of additional benefit, respectively, related to domestic production activities deduction upon filing the respective 2013 and 2012 federal income tax returns. | ||||||||||
-4 | Certain of our consolidated VIEs incur expenses that are not attributable to non-controlling interests because we absorb certain related losses of the VIEs. These expenses are not tax-deductible by us, and since these VIEs are treated as pass-through entities for income tax purposes, deferred income tax benefits are not recognized. For the year ended December 31, 2012, the taxes on consolidated VIEs include a release of $7.7 million of valuation allowance related to certain deferred tax assets of Cunningham, one of our consolidated VIEs, as the weight of all available evidence supported realization of the deferred tax assets. This assessment was based primarily on the sufficiency of forecasted taxable income necessary to utilize net operating loss carryforwards expiring in the years 2022 — 2029. This VIE files separate income tax returns. Any resulting tax liabilities are nonrecourse to us, and we are not entitled to any benefit resulting from the deferred tax assets of the VIE. As discussed in Variable Interest Entities under Note 1. Nature of Operations and Summary of Significant Accounting Policies, Cunningham was deconsolidated in 2014. | ||||||||||
-5 | During the year ended December 31, 2014, we recorded a $10.8 million benefit related to the release of liabilities for unrecognized tax benefits as a result of expiration of the applicable statute of limitations. See table below which summarizes the activity related to our accrued unrecognized tax benefits. | ||||||||||
Schedule of total deferred tax assets and deferred tax liabilities | Total deferred tax assets and deferred tax liabilities as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||
2014 | 2013 | ||||||||||
Current and Long-Term Deferred Tax Assets: | |||||||||||
Net operating and capital losses: | |||||||||||
Federal | $ | 2,384 | $ | 5,027 | |||||||
State | 67,430 | 63,051 | |||||||||
Broadcast licenses | 11,993 | 27,652 | |||||||||
Intangibles | 32,182 | 3,451 | |||||||||
Other | 27,677 | 35,677 | |||||||||
141,666 | 134,858 | ||||||||||
Valuation allowance for deferred tax assets | (58,896 | ) | (51,062 | ) | |||||||
Total deferred tax assets | $ | 82,770 | $ | 83,796 | |||||||
Current and Long-Term Deferred Tax Liabilities: | |||||||||||
Broadcast licenses | $ | (36,083 | ) | $ | (20,395 | ) | |||||
Intangibles | (507,545 | ) | (270,008 | ) | |||||||
Property & equipment, net | (72,819 | ) | (52,514 | ) | |||||||
Contingent interest obligations | (40,941 | ) | (51,621 | ) | |||||||
Other | (34,314 | ) | (2,037 | ) | |||||||
Total deferred tax liabilities | (691,702 | ) | (396,575 | ) | |||||||
Net tax liabilities | $ | (608,932 | ) | $ | (312,779 | ) | |||||
Schedule of activity related to accrued unrecognized tax benefits | |||||||||||
The following table summarizes the activity related to our accrued unrecognized tax benefits (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at January 1, | $ | 16,883 | $ | 25,965 | $ | 26,088 | |||||
Reductions related to prior year tax positions | — | (8,928 | ) | (123 | ) | ||||||
Increases related to current year tax positions | 1,450 | 693 | — | ||||||||
Reductions related to settlements with taxing authorities | (2,910 | ) | (847 | ) | — | ||||||
Reductions related to expiration of the applicable statute of limitations | (8,285 | ) | — | — | |||||||
Balance at December 31, | $ | 7,138 | $ | 16,883 | $ | 25,965 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENCIES: | |||||
Schedule of future minimum payments under the leases | |||||
Future minimum payments under the leases are as follows (in thousands): | |||||
2015 | $ | 12,819 | |||
2016 | 12,149 | ||||
2017 | 9,390 | ||||
2018 | 5,838 | ||||
2019 | 4,807 | ||||
2020 and thereafter | 20,139 | ||||
$ | 65,142 | ||||
RELATED_PERSON_TRANSACTIONS_Ta
RELATED PERSON TRANSACTIONS: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Related person transactions | |||||||||||
Schedule of capital leases payable related to the aforementioned relationships | |||||||||||
Notes payable, capital leases and the Bank Credit Agreement consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Bank Credit Agreement, Term Loan A | $ | 348,073 | $ | 500,000 | |||||||
Bank Credit Agreement, Term Loan B | 1,039,876 | 646,375 | |||||||||
Revolving credit facility | 338,000 | — | |||||||||
8.375% Senior Unsecured Notes, due 2018 | — | 237,530 | |||||||||
6.375% Senior Unsecured Notes, due 2021 | 350,000 | 350,000 | |||||||||
5.375% Senior Unsecured Notes, due 2021 | 600,000 | 600,000 | |||||||||
6.125% Senior Unsecured Notes, due 2022 | 500,000 | 500,000 | |||||||||
5.625% Senior Unsecured Notes, due 2024 | 550,000 | — | |||||||||
Debt of variable interest entities | 30,167 | 55,581 | |||||||||
Other operating divisions debt | 118,822 | 86,263 | |||||||||
Capital leases | 38,836 | 42,946 | |||||||||
Total outstanding principal | 3,913,774 | 3,018,695 | |||||||||
Less: Discount on Bank Credit Agreement, Term Loan B | (3,992 | ) | (3,642 | ) | |||||||
Less: Discount on 8.375% Senior Unsecured Notes, due 2018 | — | (2,305 | ) | ||||||||
Less: Current portion | (113,116 | ) | (46,346 | ) | |||||||
Net carrying value of long-term debt | $ | 3,796,666 | $ | 2,966,402 | |||||||
Schedule of capital leases maturity payable to related to the aforementioned relationships | |||||||||||
Indebtedness under the notes payable, capital leases and the Bank Credit Agreement as of December 31, 2014 matures as follows (in thousands): | |||||||||||
Notes and Bank | Capital Leases | Total | |||||||||
Credit | |||||||||||
Agreement | |||||||||||
2015 | $ | 110,980 | $ | 5,555 | $ | 116,535 | |||||
2016 | 77,574 | 5,159 | 82,733 | ||||||||
2017 | 75,544 | 5,197 | 80,741 | ||||||||
2018 | 577,545 | 5,250 | 582,795 | ||||||||
2019 | 10,987 | 5,344 | 16,331 | ||||||||
2020 and thereafter | 3,022,308 | 38,721 | 3,061,029 | ||||||||
Total minimum payments | 3,874,938 | 65,226 | 3,940,164 | ||||||||
Less: Discount on Term Loan B | (3,992 | ) | — | (3,992 | ) | ||||||
Less: Amount representing future interest | — | (26,390 | ) | (26,390 | ) | ||||||
Net carrying value of debt | $ | 3,870,946 | $ | 38,836 | $ | 3,909,782 | |||||
Controlling shareholders | |||||||||||
Related person transactions | |||||||||||
Schedule of capital leases payable related to the aforementioned relationships | |||||||||||
Capital leases payable related to the aforementioned relationships consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||
2014 | 2013 | ||||||||||
Capital lease for building, interest at 8.54% | $ | 4,972 | $ | 6,267 | |||||||
Capital leases for building and tower, interest at 7.93% | 932 | 1,106 | |||||||||
Capital leases for building, interest at 8.11% | 7,843 | 8,141 | |||||||||
Capital leases for broadcasting tower facilities, interest at 9.0% | 390 | 860 | |||||||||
Capital leases for broadcasting tower facilities, interest at 10.5% | 4,797 | 4,918 | |||||||||
18,934 | 21,292 | ||||||||||
Less: Current portion | (2,625 | ) | (2,367 | ) | |||||||
$ | 16,309 | $ | 18,925 | ||||||||
Schedule of capital leases maturity payable to related to the aforementioned relationships | |||||||||||
Capital leases payable related to the aforementioned relationships as of December 31, 2014 mature as follows (in thousands): | |||||||||||
2015 | $ | 4,402 | |||||||||
2016 | 4,138 | ||||||||||
2017 | 4,102 | ||||||||||
2018 | 1,880 | ||||||||||
2019 | 1,960 | ||||||||||
2020 and thereafter | 11,084 | ||||||||||
Total minimum payments due | 27,566 | ||||||||||
Less: Amount representing interest | (8,610 | ) | |||||||||
$ | 18,956 | ||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE: (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
EARNINGS PER SHARE | |||||||||||
Schedule of reconciliation of income (numerator) and shares (denominator) used in computation of diluted earnings per share | |||||||||||
The following table reconciles income (numerator) and shares (denominator) used in our computations of earnings per share for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Income (Numerator) | |||||||||||
Income from continuing operations | $ | 215,115 | $ | 64,259 | $ | 144,488 | |||||
Income impact of assumed conversion of the 4.875% Notes, net of taxes | — | — | 180 | ||||||||
Net income attributable to noncontrolling interests included in continuing operations | (2,836 | ) | (2,349 | ) | (287 | ) | |||||
Numerator for diluted earnings per common share from continuing operations available to common shareholders | 212,279 | 61,910 | 144,381 | ||||||||
Income from discontinued operations, net of taxes | — | 11,558 | 465 | ||||||||
Numerator for diluted earnings available to common shareholders | $ | 212,279 | $ | 73,468 | $ | 144,846 | |||||
Shares (Denominator) | |||||||||||
Weighted-average common shares outstanding | 97,114 | 93,207 | 81,020 | ||||||||
Dilutive effect of outstanding stock settled appreciation rights, restricted stock awards and stock options | 705 | 638 | 36 | ||||||||
Dilutive effect of 4.875% Notes | — | — | 254 | ||||||||
Weighted-average common and common equivalent shares outstanding | 97,819 | 93,845 | 81,310 | ||||||||
SEGMENT_DATA_Tables
SEGMENT DATA: (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SEGMENT DATA | ||||||||||||||
Schedule of segment financial information | ||||||||||||||
Financial information for our operating segments is included in the following tables for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||||
For the year ended December 31, 2014 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,904,988 | $ | 71,570 | $ | — | $ | 1,976,558 | ||||||
Depreciation of property and equipment | 99,823 | 2,350 | 1,118 | 103,291 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 118,654 | 6,842 | — | 125,496 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 106,629 | — | — | 106,629 | ||||||||||
General and administrative overhead expenses | 56,179 | 973 | 12,261 | 69,413 | ||||||||||
Operating income (loss) | 505,941 | 2,089 | (13,379 | ) | 494,651 | |||||||||
Interest expense | — | 4,042 | 170,820 | 174,862 | ||||||||||
Income from equity and cost method investments | — | 2,313 | — | 2,313 | ||||||||||
Goodwill | 1,964,041 | 512 | — | 1,964,553 | ||||||||||
Assets | 4,941,446 | 356,380 | 154,346 | 5,452,172 | ||||||||||
Capital expenditures | 78,865 | 2,593 | — | 81,458 | ||||||||||
For the year ended December 31, 2013 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,306,187 | $ | 56,944 | $ | — | $ | 1,363,131 | ||||||
Depreciation of property and equipment | 67,320 | 1,891 | 1,343 | 70,554 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 65,786 | 5,034 | — | 70,820 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 80,925 | — | — | 80,925 | ||||||||||
General and administrative overhead expenses | 47,272 | 1,350 | 4,504 | 53,126 | ||||||||||
Operating income (loss) | 329,312 | 555 | (5,847 | ) | 324,020 | |||||||||
Interest expense | — | 3,251 | 159,686 | 162,937 | ||||||||||
Income from equity and cost method investments | — | 621 | — | 621 | ||||||||||
Goodwill | 1,376,594 | 3,488 | — | 1,380,082 | ||||||||||
Assets | 3,450,006 | 296,657 | 400,809 | 4,147,472 | ||||||||||
Capital expenditures | 35,694 | 4,994 | 2,700 | 43,388 | ||||||||||
For the year ended December 31, 2012 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 1,007,498 | $ | 54,181 | $ | — | $ | 1,061,679 | ||||||
Depreciation of property and equipment | 44,054 | 1,496 | 1,523 | 47,073 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 33,701 | 4,398 | — | 38,099 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 60,990 | — | — | 60,990 | ||||||||||
General and administrative overhead expenses | 28,854 | 1,697 | 2,840 | 33,391 | ||||||||||
Operating income (loss) | 333,157 | 491 | (4,363 | ) | 329,285 | |||||||||
Interest expense | — | 3,282 | 125,271 | 128,553 | ||||||||||
Income from equity and cost method investments | — | 9,670 | — | 9,670 | ||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS: (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS: | ||||||||||||||
Schedule of carrying value and fair value of notes and debentures | ||||||||||||||
The carrying value and fair value of our notes and debentures as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||||
2014 | 2013 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
Level 2: | ||||||||||||||
8.375% Senior Notes due 2018 | $ | — | $ | — | $ | 235,225 | $ | 259,547 | ||||||
6.375% Senior Unsecured Notes due 2021 | 350,000 | 355,800 | 350,000 | 360,938 | ||||||||||
6.125% Senior Unsecured Notes due 2022 | 500,000 | 503,475 | 500,000 | 497,525 | ||||||||||
5.625% Senior Unsecured Notes due 2024 | 550,000 | 532,813 | — | — | ||||||||||
5.375% Senior Unsecured Notes due 2021 | 600,000 | 595,068 | 600,000 | 582,078 | ||||||||||
Term Loan A | 348,073 | 341,982 | 500,000 | 495,000 | ||||||||||
Term Loan B | 1,035,883 | 1,029,997 | 642,734 | 641,205 | ||||||||||
Revolver credit facility | 338,000 | 338,000 | — | — | ||||||||||
Debt of variable interest entities | 30,167 | 30,167 | 55,581 | 55,581 | ||||||||||
Debt of other operating divisions | 118,822 | 118,822 | 86,263 | 86,263 | ||||||||||
CONDENSED_CONSOLIDATED_FINANCI1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
Schedule of condensed consolidating balance sheet | ||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
AS OF DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
Cash | $ | — | $ | 3,394 | $ | 1,749 | $ | 12,539 | $ | — | $ | 17,682 | ||||||||
Accounts and other receivables | — | 164 | 359,486 | 25,111 | (1,258 | ) | 383,503 | |||||||||||||
Other current assets | 5,741 | 12,996 | 98,751 | 12,721 | (11,733 | ) | 118,476 | |||||||||||||
Assets held for sale | — | — | — | 6,504 | — | 6,504 | ||||||||||||||
Total current assets | 5,741 | 16,554 | 459,986 | 56,875 | (12,991 | ) | 526,165 | |||||||||||||
Property and equipment, net | 3,949 | 17,554 | 569,372 | 168,762 | (7,099 | ) | 752,538 | |||||||||||||
Assets held for sale | — | — | 1,843 | 6,974 | — | 8,817 | ||||||||||||||
Investment in consolidated subsidiaries | 395,225 | 3,585,037 | 3,978 | — | (3,984,240 | ) | — | |||||||||||||
Other long-term assets | 65,988 | 595,112 | 90,914 | 115,375 | (620,628 | ) | 246,761 | |||||||||||||
Total other long-term assets | 461,213 | 4,180,149 | 96,735 | 122,349 | (4,604,868 | ) | 255,578 | |||||||||||||
Goodwill and other intangible assets | — | 1,483 | 3,821,985 | 209,724 | (115,301 | ) | 3,917,891 | |||||||||||||
Total assets | $ | 470,903 | $ | 4,215,740 | $ | 4,948,078 | $ | 557,710 | $ | (4,740,259 | ) | $ | 5,452,172 | |||||||
Accounts payable and accrued liabilities | $ | 541 | $ | 46,083 | $ | 201,102 | $ | 24,325 | $ | (13,680 | ) | $ | 258,371 | |||||||
Current portion of long-term debt | 529 | 42,953 | 1,302 | 68,332 | — | 113,116 | ||||||||||||||
Current portion of affiliate long-term debt | 1,464 | — | 1,182 | 1,026 | (1,047 | ) | 2,625 | |||||||||||||
Other current liabilities | 1,208 | — | 107,867 | 9,749 | (1,407 | ) | 117,417 | |||||||||||||
Liabilities held for sale | — | — | — | 2,477 | — | 2,477 | ||||||||||||||
Total current liabilities | 3,742 | 89,036 | 311,453 | 105,909 | (16,134 | ) | 494,006 | |||||||||||||
Long-term debt | — | 3,679,004 | 34,338 | 83,324 | — | 3,796,666 | ||||||||||||||
Affiliate long-term debt | 3,508 | — | 12,802 | 319,901 | (319,902 | ) | 16,309 | |||||||||||||
Other liabilities | 35,771 | 28,856 | 1,003,213 | 169,935 | (497,927 | ) | 739,848 | |||||||||||||
Total liabilities | 43,021 | 3,796,896 | 1,361,806 | 679,069 | (833,963 | ) | 5,046,829 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 427,882 | 418,844 | 3,586,272 | (94,632 | ) | (3,910,484 | ) | 427,882 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | (26,727 | ) | 4,188 | (22,539 | ) | ||||||||||||
Total liabilities and equity (deficit) | $ | 470,903 | $ | 4,215,740 | $ | 4,948,078 | $ | 557,710 | $ | (4,740,259 | ) | $ | 5,452,172 | |||||||
CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
AS OF DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
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 | 25,887 | 67,279 | 16,391 | (6,446 | ) | 108,611 | |||||||||||||
Total current assets | 5,559 | 264,679 | 377,695 | 57,406 | (7,468 | ) | 697,871 | |||||||||||||
Property and equipment, net | 5,017 | 13,561 | 454,917 | 130,019 | (7,443 | ) | 596,071 | |||||||||||||
Investment in consolidated subsidiaries | 363,231 | 2,508,058 | 4,179 | — | (2,875,468 | ) | — | |||||||||||||
Restricted cash — long term | — | 11,524 | 223 | — | — | 11,747 | ||||||||||||||
Other long-term assets | 78,849 | 503,674 | 62,435 | 132,840 | (544,881 | ) | 232,917 | |||||||||||||
Total other long-term assets | 442,080 | 3,023,256 | 66,837 | 132,840 | (3,420,349 | ) | 244,664 | |||||||||||||
Goodwill and other intangible assets | — | — | 2,486,794 | 214,325 | (92,253 | ) | 2,608,866 | |||||||||||||
Total assets | $ | 452,656 | $ | 3,301,496 | $ | 3,386,243 | $ | 534,590 | $ | (3,527,513 | ) | $ | 4,147,472 | |||||||
Accounts payable and accrued liabilities | $ | 234 | $ | 51,781 | $ | 126,245 | $ | 17,161 | $ | 753 | $ | 196,174 | ||||||||
Current portion of long-term debt | 556 | 37,335 | 1,007 | 6,900 | 548 | 46,346 | ||||||||||||||
Current portion of affiliate long-term debt | 1,294 | — | 1,073 | 1,003 | (1,003 | ) | 2,367 | |||||||||||||
Other current liabilities | 3,529 | — | 87,612 | 9,645 | (2,292 | ) | 98,494 | |||||||||||||
Total current liabilities | 5,613 | 89,116 | 215,937 | 34,709 | (1,994 | ) | 343,381 | |||||||||||||
Long-term debt | 529 | 2,793,334 | 35,709 | 135,071 | 1,759 | 2,966,402 | ||||||||||||||
Affiliate long-term debt | 4,972 | — | 13,984 | 294,919 | (294,950 | ) | 18,925 | |||||||||||||
Other liabilities | 45,172 | 23,645 | 610,491 | 145,828 | (412,076 | ) | 413,060 | |||||||||||||
Total liabilities | 56,286 | 2,906,095 | 876,121 | 610,527 | (707,261 | ) | 3,741,768 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 396,370 | 395,401 | 2,510,122 | (85,271 | ) | (2,820,252 | ) | 396,370 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | 9,334 | — | 9,334 | ||||||||||||||
Total liabilities and equity (deficit) | $ | 452,656 | $ | 3,301,496 | $ | 3,386,243 | $ | 534,590 | $ | (3,527,513 | ) | $ | 4,147,472 | |||||||
Schedule of condensed consolidating statement of operations and comprehensive income | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 1,870,408 | $ | 192,616 | $ | (86,466 | ) | $ | 1,976,558 | |||||||
Program and production | — | 76 | 573,725 | 84,592 | (81,380 | ) | 577,013 | |||||||||||||
Selling, general and administrative | 4,320 | 57,799 | 359,880 | 20,099 | (2,079 | ) | 440,019 | |||||||||||||
Depreciation, amortization and other operating expenses | 1,068 | 5,425 | 367,514 | 92,635 | (1,767 | ) | 464,875 | |||||||||||||
Total operating expenses | 5,388 | 63,300 | 1,301,119 | 197,326 | (85,226 | ) | 1,481,907 | |||||||||||||
Operating (loss) income | (5,388 | ) | (63,300 | ) | 569,289 | (4,710 | ) | (1,240 | ) | 494,651 | ||||||||||
Equity in earnings of consolidated subsidiaries | 211,782 | 373,228 | (201 | ) | — | (584,809 | ) | — | ||||||||||||
Interest expense | (573 | ) | (163,347 | ) | (4,869 | ) | (27,364 | ) | 21,291 | (174,862 | ) | |||||||||
Other income (expense) | 4,377 | (14,651 | ) | 998 | 2,024 | 10 | (7,242 | ) | ||||||||||||
Total other income (expense) | 215,586 | 195,230 | (4,072 | ) | (25,340 | ) | (563,508 | ) | (182,104 | ) | ||||||||||
Income tax benefit | 2,081 | 83,897 | (185,193 | ) | 1,783 | — | (97,432 | ) | ||||||||||||
Net income (loss) | 212,279 | 215,827 | 380,024 | (28,267 | ) | (564,748 | ) | 215,115 | ||||||||||||
Net loss attributable to the noncontrolling interests | — | — | — | (2,836 | ) | — | (2,836 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 212,279 | $ | 215,827 | $ | 380,024 | $ | (31,103 | ) | $ | (564,748 | ) | $ | 212,279 | ||||||
Comprehensive Income | $ | 211,759 | $ | 213,284 | $ | 378,926 | $ | (27,982 | ) | $ | (564,228 | ) | $ | 211,759 | ||||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 1,296,736 | $ | 123,017 | $ | (56,622 | ) | $ | 1,363,131 | |||||||
Program and production | 15 | 357 | 391,410 | 50,950 | (57,628 | ) | 385,104 | |||||||||||||
Selling, general and administrative | 3,733 | 48,363 | 241,548 | 9,132 | 82 | 302,858 | ||||||||||||||
Depreciation, amortization and other operating expenses | 1,307 | 3,105 | 275,889 | 71,319 | (471 | ) | 351,149 | |||||||||||||
Total operating expenses | 5,055 | 51,825 | 908,847 | 131,401 | (58,017 | ) | 1,039,111 | |||||||||||||
Operating (loss) income | (5,055 | ) | (51,825 | ) | 387,889 | (8,384 | ) | 1,395 | 324,020 | |||||||||||
Equity in earnings of consolidated subsidiaries | 97,138 | 309,388 | 1,009 | — | (407,535 | ) | — | |||||||||||||
Interest expense | (1,083 | ) | (152,174 | ) | (4,965 | ) | (25,624 | ) | 20,909 | (162,937 | ) | |||||||||
Other income (expense) | 4,633 | (59,033 | ) | 245 | 5,361 | (6,781 | ) | (55,575 | ) | |||||||||||
Total other income (expense) | 100,688 | 98,181 | (3,711 | ) | (20,263 | ) | (393,407 | ) | (218,512 | ) | ||||||||||
Income tax benefit | (22,165 | ) | 47,645 | (73,266 | ) | 2,637 | 3,900 | (41,249 | ) | |||||||||||
Income from discontinued operations, net of taxes | — | 11,063 | 495 | — | — | 11,558 | ||||||||||||||
Net income (loss) | 73,468 | 105,064 | 311,407 | (26,010 | ) | (388,112 | ) | 75,817 | ||||||||||||
Net loss attributable to the noncontrolling interests | — | — | — | (2,349 | ) | — | (2,349 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 73,468 | $ | 105,064 | $ | 311,407 | $ | (28,359 | ) | $ | (388,112 | ) | $ | 73,468 | ||||||
Comprehensive Income | $ | 78,257 | $ | 107,243 | $ | 311,407 | $ | (28,098 | ) | $ | (388,112 | ) | $ | 78,257 | ||||||
Schedule of condensed consolidating statement of cash flows | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2014 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (26,528 | ) | $ | (147,940 | ) | $ | 628,103 | $ | (35,694 | ) | $ | 12,513 | $ | 430,454 | |||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (8,864 | ) | (71,152 | ) | (2,722 | ) | 1,280 | (81,458 | ) | ||||||||||
Payments for acquisitions of television stations | — | — | (1,485,039 | ) | — | — | (1,485,039 | ) | ||||||||||||
Proceeds from the sale of broadcast assets | — | — | 176,675 | — | — | 176,675 | ||||||||||||||
Payments for acquisitions of assets of other operating divisions | ||||||||||||||||||||
Purchase of alarm monitoring contracts | — | — | — | (27,701 | ) | — | (27,701 | ) | ||||||||||||
(Increase) decrease in restricted cash | — | 11,525 | 91 | — | — | 11,616 | ||||||||||||||
Investments in equity and cost method investees | — | — | — | (8,104 | ) | — | (8,104 | ) | ||||||||||||
Proceeds from insurance settlement | — | 17,042 | — | — | — | 17,042 | ||||||||||||||
Other, net | 1,000 | — | 392 | (1,779 | ) | — | (387 | ) | ||||||||||||
Net cash flows from (used in) investing activities | 1,000 | 19,703 | (1,379,033 | ) | (40,306 | ) | 1,280 | (1,397,356 | ) | |||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | 1,466,500 | 507 | 33,713 | — | 1,500,720 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (556 | ) | (574,584 | ) | (1,028 | ) | (6,596 | ) | — | (582,764 | ) | |||||||||
Repurchase of outstanding Class A Common Stock | (133,157 | ) | — | — | — | — | (133,157 | ) | ||||||||||||
Dividends paid on Class A and Class B common stock | (61,103 | ) | — | — | — | — | (61,103 | ) | ||||||||||||
Payments for deferred financing costs | — | (16,590 | ) | — | — | — | (16,590 | ) | ||||||||||||
Noncontrolling interest (contributions) distributions | — | — | — | (8,184 | ) | — | (8,184 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 218,081 | (981,669 | ) | 725,678 | 51,703 | (13,793 | ) | — | ||||||||||||
Other, net | 2,263 | — | (1,072 | ) | 4,367 | — | 5,558 | |||||||||||||
Net cash flows from (used in) financing activities | 25,528 | (106,343 | ) | 724,085 | 75,003 | (13,793 | ) | 704,480 | ||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | (234,580 | ) | (26,845 | ) | (997 | ) | — | (262,422 | ) | ||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 237,974 | 28,594 | 13,536 | — | 280,104 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 3,394 | $ | 1,749 | $ | 12,539 | $ | — | $ | 17,682 | ||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013 | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
Inc. | LLC | |||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (37,107 | ) | $ | (264,925 | ) | $ | 444,680 | $ | (40,414 | ) | $ | 58,343 | $ | 160,577 | |||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (2,700 | ) | (35,659 | ) | (5,029 | ) | — | (43,388 | ) | ||||||||||
Payments for acquisitions of television stations | — | — | (998,664 | ) | (50,480 | ) | 43,000 | (1,006,144 | ) | |||||||||||
Proceeds from the sale of broadcast assets | — | — | 71,738 | 21,000 | (43,000 | ) | 49,738 | |||||||||||||
Payments for acquisitions of assets of other operating divisions | — | — | — | (4,650 | ) | — | (4,650 | ) | ||||||||||||
Purchase of alarm monitoring contracts | — | — | — | (23,721 | ) | — | (23,721 | ) | ||||||||||||
(Increase) decrease in restricted cash | — | (11,522 | ) | — | — | — | (11,522 | ) | ||||||||||||
Investments in equity and cost method investees | — | — | — | (10,767 | ) | — | (10,767 | ) | ||||||||||||
Investment in marketable securities | — | — | — | (696 | ) | (10,908 | ) | (11,604 | ) | |||||||||||
Other, net | 1,648 | — | 50 | 9,119 | — | 10,817 | ||||||||||||||
Net cash flows (used in) from investing activities | 1,648 | (14,222 | ) | (962,535 | ) | (65,224 | ) | (10,908 | ) | (1,051,241 | ) | |||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | 2,189,753 | — | 88,540 | — | 2,278,293 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (482 | ) | (1,473,898 | ) | (1,069 | ) | (34,311 | ) | — | (1,509,760 | ) | |||||||||
Proceeds from the sale of Class A Common Stock | 472,913 | — | — | — | — | 472,913 | ||||||||||||||
Dividends paid on Class A and Class B common stock | (56,767 | ) | — | — | — | — | (56,767 | ) | ||||||||||||
Payments for deferred financing costs | — | (27,724 | ) | — | — | — | (27,724 | ) | ||||||||||||
Noncontrolling interest distributions (contributions) | — | — | — | (10,256 | ) | — | (10,256 | ) | ||||||||||||
Increase (decrease) in intercompany payables | (371,331 | ) | (178,240 | ) | 548,139 | 59,765 | (58,333 | ) | — | |||||||||||
Other, net | (8,874 | ) | — | (820 | ) | — | 10,898 | 1,204 | ||||||||||||
Net cash flows from (used in) financing activities | 35,459 | 509,891 | 546,250 | 103,738 | (47,435 | ) | 1,147,903 | |||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 230,744 | 28,395 | (1,900 | ) | — | 257,239 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 7,230 | 199 | 15,436 | — | 22,865 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 237,974 | $ | 28,594 | $ | 13,536 | $ | — | $ | 280,104 | ||||||||
QUARTERLY_FINANCIAL_INFORMATIO1
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | ||||||||||||||
Schedule of the quarterly financial information (unaudited) | ||||||||||||||
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): | ||||||||||||||
(in thousands, except per share data) | ||||||||||||||
For the Quarter Ended | ||||||||||||||
3/31/14 | 6/30/14 | 9/30/14 | 12/31/14 | |||||||||||
Total revenues, net | $ | 412,648 | $ | 455,136 | $ | 494,956 | $ | 613,818 | ||||||
Operating income | $ | 81,000 | $ | 103,039 | $ | 101,663 | $ | 208,949 | ||||||
Income from continuing operations | $ | 27,657 | $ | 41,601 | $ | 48,768 | $ | 97,089 | ||||||
Income from discontinued operations | $ | — | $ | — | $ | — | $ | — | ||||||
Net income attributable to Sinclair Broadcast Group | $ | 27,158 | $ | 41,335 | $ | 48,341 | $ | 95,445 | ||||||
Basic earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.43 | $ | 0.50 | $ | 0.99 | ||||||
Basic earnings per common share attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.43 | $ | 0.50 | $ | 0.99 | ||||||
Diluted earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.42 | $ | 0.49 | $ | 0.98 | ||||||
Diluted earnings per common share attributable to Sinclair Broadcast Group | $ | 0.27 | $ | 0.42 | $ | 0.49 | $ | 0.98 | ||||||
For the Quarter Ended | ||||||||||||||
3/31/13 | 6/30/13 | 9/30/13 | 12/31/13 | |||||||||||
Total revenues, net | $ | 282,618 | $ | 314,154 | $ | 338,644 | $ | 427,715 | ||||||
Operating income | $ | 63,656 | $ | 84,280 | $ | 72,798 | $ | 103,286 | ||||||
Income from continuing operations | $ | 16,515 | $ | 12,956 | $ | 30,551 | $ | 4,237 | ||||||
Income from discontinued operations | $ | 355 | $ | 5,103 | $ | 6,100 | $ | — | ||||||
Net income attributable to Sinclair Broadcast Group | $ | 16,997 | $ | 17,826 | $ | 36,342 | $ | 2,303 | ||||||
Basic earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.20 | $ | 0.14 | $ | 0.30 | $ | 0.02 | ||||||
Basic earnings per common share attributable to Sinclair Broadcast Group | $ | 0.21 | $ | 0.19 | $ | 0.37 | $ | 0.02 | ||||||
Diluted earnings per common share from continuing operations attributable to Sinclair Broadcast Group | $ | 0.20 | $ | 0.14 | $ | 0.30 | $ | 0.02 | ||||||
Diluted earnings per common share attributable to Sinclair Broadcast Group | $ | 0.21 | $ | 0.19 | $ | 0.36 | $ | 0.02 | ||||||
NATURE_OF_OPERATIONS_AND_SUMMA3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details) | Dec. 31, 2014 |
item | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Number of Television Stations Owned | 164 |
Number of markets | 79 |
Number of channels | 373 |
NATURE_OF_OPERATIONS_AND_SUMMA4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||
item | item | |||||||||||||||
Variable Interest Entities | ||||||||||||||||
Number of television stations owned | 164 | 164 | ||||||||||||||
Net revenue | $613,818,000 | $494,956,000 | $455,136,000 | $412,648,000 | $427,715,000 | $338,644,000 | $314,154,000 | $282,618,000 | $1,976,558,000 | $1,363,131,000 | $1,061,679,000 | |||||
CURRENT ASSETS: | ||||||||||||||||
Cash and cash equivalents | 17,682,000 | 280,104,000 | 17,682,000 | 280,104,000 | 22,865,000 | 12,967,000 | ||||||||||
Accounts receivable | 383,503,000 | 308,974,000 | 383,503,000 | 308,974,000 | ||||||||||||
Current portion of program contract costs | 88,198,000 | 74,324,000 | 88,198,000 | 74,324,000 | ||||||||||||
Prepaid expenses and other current assets | 21,338,000 | 30,781,000 | 21,338,000 | 30,781,000 | ||||||||||||
Total current assets | 526,165,000 | 697,871,000 | 526,165,000 | 697,871,000 | ||||||||||||
PROGRAM CONTRACT COSTS, less current portion | 38,531,000 | 24,708,000 | 38,531,000 | 24,708,000 | ||||||||||||
PROPERTY AND EQUIPMENT, net | 752,538,000 | 596,071,000 | 752,538,000 | 596,071,000 | ||||||||||||
GOODWILL | 1,964,553,000 | 1,380,082,000 | 1,964,553,000 | 1,380,082,000 | 1,074,032,000 | |||||||||||
BROADCAST LICENSES | 135,075,000 | 101,029,000 | 135,075,000 | 101,029,000 | ||||||||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 1,818,263,000 | 1,127,755,000 | 1,818,263,000 | 1,127,755,000 | ||||||||||||
OTHER ASSETS | 208,230,000 | [1] | 208,209,000 | [1] | 208,230,000 | [1] | 208,209,000 | [1] | ||||||||
Total assets | 5,452,172,000 | 4,147,472,000 | 5,452,172,000 | 4,147,472,000 | ||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Accounts payable | 12,248,000 | 13,989,000 | 12,248,000 | 13,989,000 | ||||||||||||
Accrued liabilities | 246,123,000 | 182,185,000 | 246,123,000 | 182,185,000 | ||||||||||||
Current portion of notes payable, capital leases and commercial bank financing | 113,116,000 | 46,346,000 | 113,116,000 | 46,346,000 | ||||||||||||
Current portion of program contracts payable | 104,922,000 | 90,933,000 | 104,922,000 | 90,933,000 | ||||||||||||
Total current liabilities | 494,006,000 | 343,381,000 | 494,006,000 | 343,381,000 | ||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 3,796,666,000 | 2,966,402,000 | 3,796,666,000 | 2,966,402,000 | ||||||||||||
Program contracts payable, less current portion | 60,605,000 | 34,681,000 | 60,605,000 | 34,681,000 | ||||||||||||
Total liabilities | 5,046,829,000 | 3,741,768,000 | 5,046,829,000 | 3,741,768,000 | ||||||||||||
Increase in additional paid in capital related to sale of investment in common stock | 7,008,000 | |||||||||||||||
Eliminations | ||||||||||||||||
Variable Interest Entities | ||||||||||||||||
Net revenue | -86,466,000 | -56,622,000 | -11,376,000 | |||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Total current assets | -12,991,000 | -7,468,000 | -12,991,000 | -7,468,000 | ||||||||||||
PROPERTY AND EQUIPMENT, net | -7,099,000 | -7,443,000 | -7,099,000 | -7,443,000 | ||||||||||||
Total assets | -4,740,259,000 | -3,527,513,000 | -4,740,259,000 | -3,527,513,000 | ||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Current portion of notes payable, capital leases and commercial bank financing | 548,000 | 548,000 | ||||||||||||||
Total current liabilities | -16,134,000 | -1,994,000 | -16,134,000 | -1,994,000 | ||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 1,759,000 | 1,759,000 | ||||||||||||||
Total liabilities | -833,963,000 | -707,261,000 | -833,963,000 | -707,261,000 | ||||||||||||
Consolidated VIEs, aggregated | ||||||||||||||||
Variable Interest Entities | ||||||||||||||||
Number of licensees as VIEs | 37 | 34 | ||||||||||||||
Net revenue | 286,300,000 | 235,800,000 | 154,600,000 | |||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Cash and cash equivalents | 491,000 | 4,916,000 | 491,000 | 4,916,000 | ||||||||||||
Accounts receivable | 19,521,000 | 18,468,000 | 19,521,000 | 18,468,000 | ||||||||||||
Current portion of program contract costs | 9,544,000 | 10,725,000 | 9,544,000 | 10,725,000 | ||||||||||||
Prepaid expenses and other current assets | 297,000 | 247,000 | 297,000 | 247,000 | ||||||||||||
Total current assets | 29,853,000 | 34,356,000 | 29,853,000 | 34,356,000 | ||||||||||||
PROGRAM CONTRACT COSTS, less current portion | 6,922,000 | 5,075,000 | 6,922,000 | 5,075,000 | ||||||||||||
PROPERTY AND EQUIPMENT, net | 9,716,000 | 11,081,000 | 9,716,000 | 11,081,000 | ||||||||||||
GOODWILL | 787,000 | 6,357,000 | 787,000 | 6,357,000 | ||||||||||||
BROADCAST LICENSES | 16,935,000 | 16,768,000 | 16,935,000 | 16,768,000 | ||||||||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 96,732,000 | 97,496,000 | 96,732,000 | 97,496,000 | ||||||||||||
OTHER ASSETS | 2,376,000 | 22,935,000 | 2,376,000 | 22,935,000 | ||||||||||||
Total assets | 163,321,000 | 194,068,000 | 163,321,000 | 194,068,000 | ||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Accounts payable | 68,000 | 86,000 | 68,000 | 86,000 | ||||||||||||
Accrued liabilities | 1,297,000 | 2,536,000 | 1,297,000 | 2,536,000 | ||||||||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,659,000 | 5,731,000 | 3,659,000 | 5,731,000 | ||||||||||||
Current portion of program contracts payable | 9,714,000 | 11,552,000 | 9,714,000 | 11,552,000 | ||||||||||||
Total current liabilities | 14,738,000 | 19,905,000 | 14,738,000 | 19,905,000 | ||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 28,640,000 | 49,850,000 | 28,640,000 | 49,850,000 | ||||||||||||
Program contracts payable, less current portion | 10,161,000 | 6,597,000 | 10,161,000 | 6,597,000 | ||||||||||||
Long term liabilities | 8,739,000 | 10,838,000 | 8,739,000 | 10,838,000 | ||||||||||||
Total liabilities | 62,278,000 | 87,190,000 | 62,278,000 | 87,190,000 | ||||||||||||
Consolidated VIEs, aggregated | Minimum | ||||||||||||||||
Variable Interest Entities | ||||||||||||||||
Initial term of certain outsourcing agreements | 5 years | |||||||||||||||
Consolidated VIEs | Cunningham | ||||||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Increase in additional paid in capital related to sale of investment in common stock | 7,000,000 | |||||||||||||||
Consolidated VIEs | Eliminations | ||||||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Liabilities associated with the certain outsourcing agreements and purchase options | 78,100,000 | 59,900,000 | 78,100,000 | 59,900,000 | ||||||||||||
Consolidated VIEs | Eliminations | Cunningham | ||||||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||
Total payments made under the LMA excluded from liabilities | 34,400,000 | 32,400,000 | 34,400,000 | 32,400,000 | ||||||||||||
Total capital leased assets excluded from VIE consolidation | $4,300,000 | $5,000,000 | $4,300,000 | $5,000,000 | ||||||||||||
[1] | Our consolidated total assets as of December?31, 2014 and 2013 include total assets of variable interest entities (VIEs) of $163.3 million and $194.1 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December?31, 2014 and 2013 include total liabilities of the VIEs of $30.0 million and $31.6 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 1: Nature of Operations and Summary of Significant Accounting Policies. |
NATURE_OF_OPERATIONS_AND_SUMMA5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Variable Interest Entities | |||
Net broadcast revenues | $1,782,726,000 | $1,217,504,000 | $920,593,000 |
Station production expenses | 577,013,000 | 385,104,000 | 255,556,000 |
Income (loss) from equity and cost method investments | 2,313,000 | 621,000 | 9,670,000 |
VIEs which are not primary beneficiary | |||
Variable Interest Entities | |||
Carrying amount | 22,700,000 | 26,700,000 | |
Income (loss) from equity and cost method investments | $2,200,000 | $2,100,000 | $6,400,000 |
NATURE_OF_OPERATIONS_AND_SUMMA6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Rollforward of the allowance for doubtful accounts | |||
Balance at beginning of period | $3,379,000 | $3,091,000 | $3,008,000 |
Charged to expense | 2,186,000 | 1,802,000 | 1,141,000 |
Net write-offs | -1,319,000 | -1,514,000 | -1,058,000 |
Balance at end of period | 4,246,000 | 3,379,000 | 3,091,000 |
Restricted cash | |||
Restricted cash to be held, related to removal of analog equipment | 11,747,000 | ||
Newport | |||
Restricted cash | |||
Restricted cash classified as noncurrent | $11,400,000 |
NATURE_OF_OPERATIONS_AND_SUMMA7
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 5) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
item | item | ||||
Programming | |||||
Period used in accelerated method for computing program contract costs | 4 years | ||||
Period of program contracts amortized on straight-line basis | 1 year | ||||
Other Assets | |||||
Equity and cost method investments | $107,847,000 | $98,385,000 | |||
Unamortized costs related to debt issuances | 47,118,000 | 46,150,000 | |||
Other | 53,265,000 | 63,674,000 | |||
Total other assets | 208,230,000 | [1] | 208,209,000 | [1] | |
Unfunded commitments related to private equity investment funds | 15,600,000 | 17,000,000 | |||
Impairment on investments | $0 | $600,000 | $1,300,000 | ||
Number of investments on which impairment recorded | 2 | 2 | |||
Minimum | |||||
Programming | |||||
Contract period | 1 year | ||||
Maximum | |||||
Programming | |||||
Contract period | 7 years | ||||
[1] | Our consolidated total assets as of December?31, 2014 and 2013 include total assets of variable interest entities (VIEs) of $163.3 million and $194.1 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December?31, 2014 and 2013 include total liabilities of the VIEs of $30.0 million and $31.6 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 1: Nature of Operations and Summary of Significant Accounting Policies. |
NATURE_OF_OPERATIONS_AND_SUMMA8
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 6) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | |
Accrued Liabilities | |||
Compensation and employee health insurance | $56,871,000 | $44,800,000 | |
Interest | 33,347,000 | 25,133,000 | |
Deferred revenue | 27,037,000 | 20,128,000 | |
Programming related obligations | 70,344,000 | 42,658,000 | |
Other accruals relating to operating expenses | 58,524,000 | 49,466,000 | |
Total accrued liabilities | 246,123,000 | 182,185,000 | |
Network affiliation agreements | FOX | |||
Accrued Liabilities | |||
Other accruals relating to operating expenses | 25,000,000 | ||
Accrued Liabilities | |||
Amount paid pursuant to the agreements | $25,000,000 |
NATURE_OF_OPERATIONS_AND_SUMMA9
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 7) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Supplemental Information - Statements of Cash Flows | ||||
Income taxes paid related to continuing operations | $100,986,000 | $26,037,000 | $46,964,000 | |
Income tax refunds received related to continuing operations | 1,407,000 | 4,414,000 | 194,000 | |
Interest paid | 157,349,000 | 147,083,000 | 110,973,000 | |
Non- cash transactions | ||||
Non-cash transactions related to capital lease obligations | 0 | 10,400,000 | 300,000 | |
Advertising Expenses | ||||
Total advertising expenses | 21,300,000 | 15,400,000 | 12,200,000 | |
4.875% Notes | ||||
Non- cash transactions | ||||
Interest rate (as a percent) | 4.88% | 4.88% | 4.88% | |
4.875% Notes | Class A Common Stock | ||||
Non- cash transactions | ||||
Non-cash conversion, net of tax | $8,600,000 |
Recovered_Sheet1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 8) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
Mar. 20, 2014 | Oct. 28, 1999 | Dec. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | |
Share Repurchase Program | |||||
Share repurchase program, authorized amount | $150,000,000 | $150,000,000 | |||
Number of shares repurchased | 4,900,000 | ||||
Value of shares repurchased | 133,157,000 | ||||
Total remaining authorization amount | 134,400,000 | ||||
Newport | |||||
Restricted Cash | |||||
Restricted cash classified as noncurrent | 11,400,000 | ||||
Class A Common Stock | |||||
Share Repurchase Program | |||||
Number of shares repurchased | 4,876,121 | ||||
Value of shares repurchased | 48,000 | ||||
Class A Common Stock | Subsequent Event | |||||
Share Repurchase Program | |||||
Number of shares repurchased | 300,000 | ||||
Value of shares repurchased | $7,800,000 |
Recovered_Sheet2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Details 9) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | ||
Liability related to underfunded status of defined benefit pension plan | $4,700,000 | $1,900,000 |
Fisher SERP | ||
Future expected benefits payment | ||
2015 | 1,481,000 | |
2016 | 1,726,000 | |
2017 | 1,665,000 | |
2018 | 1,608,000 | |
2019 | 1,554,000 | |
Next 5 years | 7,196,000 | |
Fisher SERP | Fisher | ||
Post-retirement Benefits | ||
Carrying value of annuity contracts and life insurance policies | 18,200,000 | |
Estimated projected benefit obligation | 24,000,000 | |
Benefit payments | 2,100,000 | 500,000 |
Periodic pension expense | 1,000,000 | 400,000 |
Actuarial gain | 3,200,000 | 200,000 |
Discount rate for projected benefit obligation (as a percent) | 3.69% | 4.51% |
Fisher SERP | Fisher | Accrued expenses | ||
Post-retirement Benefits | ||
Estimated projected benefit obligation | 1,500,000 | |
Fisher SERP | Fisher | Other long-term liabilities | ||
Post-retirement Benefits | ||
Estimated projected benefit obligation | $22,500,000 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 12, 2012 | Jul. 23, 2014 | Dec. 19, 2014 | Nov. 01, 2014 | Aug. 01, 2014 | Nov. 22, 2013 | Aug. 08, 2013 | Dec. 01, 2012 | Apr. 02, 2012 | Jan. 01, 2012 | Oct. 12, 2013 | Apr. 01, 2012 | |
item | item | item | item | ||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 164 | ||||||||||||||
Number of markets | 79 | ||||||||||||||
Business acquisition transaction costs | $5,700,000 | $2,800,000 | $1,200,000 | ||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Goodwill | 1,964,553,000 | 1,380,082,000 | 1,074,032,000 | ||||||||||||
6.125% Senior Unsecured Notes, due 2022 | |||||||||||||||
Acquisitions | |||||||||||||||
Interest rate (as a percent) | 6.13% | 6.13% | 6.13% | 6.13% | |||||||||||
Amount of draw under incremental loan commitment used to finance acquisition | 500,000,000 | ||||||||||||||
5.625% Senior Unsecured Notes, due 2024 | |||||||||||||||
Acquisitions | |||||||||||||||
Interest rate (as a percent) | 5.63% | ||||||||||||||
Amount of draw under incremental loan commitment used to finance acquisition | 550,000,000 | ||||||||||||||
Total Acquisitions | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 119 | ||||||||||||||
Number of markets | 63 | ||||||||||||||
Cash paid | 3,557,700,000 | ||||||||||||||
Working capital adjustment | 53,700,000 | ||||||||||||||
2014 Acquisitions | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 21 | ||||||||||||||
Number of markets | 15 | ||||||||||||||
Cash paid | 1,434,500,000 | ||||||||||||||
Working capital adjustment | 47,300,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Accounts receivable | 38,542,000 | ||||||||||||||
Prepaid expenses and other current assets | 20,512,000 | ||||||||||||||
Program contract costs | 6,136,000 | ||||||||||||||
Property and equipment | 99,263,000 | ||||||||||||||
Broadcast licenses | 18,027,000 | ||||||||||||||
Definite-lived intangible assets | 790,006,000 | ||||||||||||||
Other assets | 21,852,000 | ||||||||||||||
Assets held for sale | 83,200,000 | ||||||||||||||
Accounts payable and accrued liabilities | -11,856,000 | ||||||||||||||
Program contracts payable | -6,064,000 | ||||||||||||||
Deferred tax liability | -261,393,000 | ||||||||||||||
Other long-term liabilities | -18,225,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 780,000,000 | ||||||||||||||
Goodwill | 701,854,000 | ||||||||||||||
Total | 1,481,854,000 | ||||||||||||||
MEG Stations | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 4 | ||||||||||||||
Number of markets | 3 | ||||||||||||||
Cash paid | 207,500,000 | ||||||||||||||
Working capital adjustment | 1,600,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 476,000 | ||||||||||||||
Program contract costs | 1,889,000 | ||||||||||||||
Property and equipment | 35,963,000 | ||||||||||||||
Broadcast licenses | 4,202,000 | ||||||||||||||
Definite-lived intangible assets | 93,156,000 | ||||||||||||||
Accounts payable and accrued liabilities | -2,085,000 | ||||||||||||||
Program contracts payable | -1,889,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 131,712,000 | ||||||||||||||
Goodwill | 74,179,000 | ||||||||||||||
Total | 205,891,000 | ||||||||||||||
KSNV | |||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 67,000 | ||||||||||||||
Program contract costs | 482,000 | ||||||||||||||
Property and equipment | 8,300,000 | ||||||||||||||
Definite-lived intangible assets | 61,725,000 | ||||||||||||||
Accounts payable and accrued liabilities | -277,000 | ||||||||||||||
Program contracts payable | -481,000 | ||||||||||||||
Other long-term liabilities | -1,200,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 68,616,000 | ||||||||||||||
Goodwill | 49,674,000 | ||||||||||||||
Total | 118,290,000 | ||||||||||||||
KSNV | |||||||||||||||
Acquisitions | |||||||||||||||
Cash paid | 118,500,000 | ||||||||||||||
Working capital adjustment | 200,000 | ||||||||||||||
Allbritton | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 9 | ||||||||||||||
Number of markets | 7 | ||||||||||||||
Cash paid | 985,000,000 | ||||||||||||||
Working capital adjustment | 50,200,000 | ||||||||||||||
Interest rate (as a percent) | 5.63% | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Accounts receivable | 38,542,000 | ||||||||||||||
Prepaid expenses and other current assets | 19,890,000 | ||||||||||||||
Program contract costs | 1,204,000 | ||||||||||||||
Property and equipment | 46,600,000 | ||||||||||||||
Broadcast licenses | 13,700,000 | ||||||||||||||
Definite-lived intangible assets | 564,100,000 | ||||||||||||||
Other assets | 20,352,000 | ||||||||||||||
Assets held for sale | 83,200,000 | ||||||||||||||
Accounts payable and accrued liabilities | -8,351,000 | ||||||||||||||
Program contracts payable | -1,140,000 | ||||||||||||||
Deferred tax liability | -261,393,000 | ||||||||||||||
Other long-term liabilities | -17,025,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 499,679,000 | ||||||||||||||
Goodwill | 535,558,000 | ||||||||||||||
Total | 1,035,237,000 | ||||||||||||||
Other Acquisitions in 2014 | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 8 | ||||||||||||||
Number of markets | 4 | ||||||||||||||
Cash paid | 123,500,000 | ||||||||||||||
Working capital adjustment | 1,100,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 79,000 | ||||||||||||||
Program contract costs | 2,561,000 | ||||||||||||||
Property and equipment | 8,400,000 | ||||||||||||||
Broadcast licenses | 125,000 | ||||||||||||||
Definite-lived intangible assets | 71,025,000 | ||||||||||||||
Other assets | 1,500,000 | ||||||||||||||
Accounts payable and accrued liabilities | -1,143,000 | ||||||||||||||
Program contracts payable | -2,554,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 79,993,000 | ||||||||||||||
Goodwill | 42,443,000 | ||||||||||||||
Total | 122,436,000 | ||||||||||||||
2013 Acquisitions | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 65 | ||||||||||||||
Number of markets | 33 | ||||||||||||||
Cash paid | 1,016,600,000 | ||||||||||||||
Working capital adjustment | 8,400,000 | ||||||||||||||
Noncontrolling interests related to the license assets | 1,053,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Cash | 13,531,000 | ||||||||||||||
Accounts receivable | 37,711,000 | ||||||||||||||
Prepaid expenses and other current assets | 25,031,000 | ||||||||||||||
Program contract costs | 21,488,000 | ||||||||||||||
Property and equipment | 214,623,000 | ||||||||||||||
Broadcast licenses | 34,885,000 | ||||||||||||||
Definite-lived intangible assets | 555,725,000 | ||||||||||||||
Other assets | 10,678,000 | ||||||||||||||
Assets held for sale | 6,339,000 | ||||||||||||||
Accounts payable and accrued liabilities | -26,778,000 | ||||||||||||||
Program contracts payable | -21,121,000 | ||||||||||||||
Deferred tax liability | -76,481,000 | ||||||||||||||
Other long-term liabilities | -33,999,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 761,632,000 | ||||||||||||||
Goodwill | 264,484,000 | ||||||||||||||
Less: fair value of non-controlling interest | -1,053,000 | ||||||||||||||
Total | 1,025,063,000 | ||||||||||||||
Barrington Broadcasting Company, LLC | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 24 | ||||||||||||||
Number of markets | 15 | ||||||||||||||
Cash paid | 370,000,000 | ||||||||||||||
Working capital adjustment | 2,300,000 | ||||||||||||||
Number of stations to which sales services were provided | 5 | ||||||||||||||
Noncontrolling interests related to the license assets | 7,500,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 681,000 | ||||||||||||||
Program contract costs | 4,011,000 | ||||||||||||||
Property and equipment | 73,621,000 | ||||||||||||||
Broadcast licenses | 719,000 | ||||||||||||||
Definite-lived intangible assets | 220,253,000 | ||||||||||||||
Accounts payable and accrued liabilities | -2,725,000 | ||||||||||||||
Program contracts payable | -3,813,000 | ||||||||||||||
Other long-term liabilities | -65,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 292,682,000 | ||||||||||||||
Goodwill | 75,004,000 | ||||||||||||||
Less: fair value of non-controlling interest | -7,500,000 | ||||||||||||||
Total | 367,686,000 | ||||||||||||||
Fisher | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 22 | ||||||||||||||
Number of markets | 8 | ||||||||||||||
Cash paid | 373,200,000 | ||||||||||||||
Noncontrolling interests related to the license assets | 1,053,000 | ||||||||||||||
Cash paid for acquisition (in dollars per share) | $41 | ||||||||||||||
Number of radio stations | 4 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Cash | 13,531,000 | ||||||||||||||
Accounts receivable | 29,485,000 | ||||||||||||||
Prepaid expenses and other current assets | 19,133,000 | ||||||||||||||
Program contract costs | 11,427,000 | ||||||||||||||
Property and equipment | 73,968,000 | ||||||||||||||
Broadcast licenses | 29,771,000 | ||||||||||||||
Definite-lived intangible assets | 166,034,000 | ||||||||||||||
Other assets | 9,284,000 | ||||||||||||||
Assets held for sale | 6,339,000 | ||||||||||||||
Accounts payable and accrued liabilities | -20,127,000 | ||||||||||||||
Program contracts payable | -10,977,000 | ||||||||||||||
Deferred tax liability | -74,177,000 | ||||||||||||||
Other long-term liabilities | -23,384,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 230,307,000 | ||||||||||||||
Goodwill | 143,942,000 | ||||||||||||||
Less: fair value of non-controlling interest | -1,053,000 | ||||||||||||||
Total | 373,196,000 | ||||||||||||||
Other Acquisitions in 2013 | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 19 | ||||||||||||||
Number of markets | 8 | ||||||||||||||
Cash paid | 272,700,000 | ||||||||||||||
Working capital adjustment | 10,800,000 | 700,000 | |||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Accounts receivable | 8,226,000 | ||||||||||||||
Prepaid expenses and other current assets | 5,217,000 | ||||||||||||||
Program contract costs | 6,050,000 | ||||||||||||||
Property and equipment | 67,034,000 | ||||||||||||||
Broadcast licenses | 4,395,000 | ||||||||||||||
Definite-lived intangible assets | 169,438,000 | ||||||||||||||
Other assets | 1,394,000 | ||||||||||||||
Accounts payable and accrued liabilities | -3,926,000 | ||||||||||||||
Program contracts payable | -6,331,000 | ||||||||||||||
Deferred tax liability | -2,304,000 | ||||||||||||||
Other long-term liabilities | -10,550,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 238,643,000 | ||||||||||||||
Goodwill | 45,538,000 | ||||||||||||||
Total | 284,181,000 | ||||||||||||||
2012 Acquisitions | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 33 | ||||||||||||||
Number of markets | 18 | ||||||||||||||
Cash paid | 1,106,600,000 | ||||||||||||||
Working capital adjustment | 2,000,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 2,379,000 | ||||||||||||||
Program contract costs | 19,267,000 | ||||||||||||||
Property and equipment | 159,115,000 | ||||||||||||||
Broadcast licenses | 39,342,000 | ||||||||||||||
Definite-lived intangible assets | 497,322,000 | ||||||||||||||
Other assets | 1,923,000 | ||||||||||||||
Accounts payable and accrued liabilities | -6,076,000 | ||||||||||||||
Program contracts payable | -24,447,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 688,825,000 | ||||||||||||||
Goodwill | 415,734,000 | ||||||||||||||
Total | 1,104,559,000 | ||||||||||||||
Newport | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 7 | ||||||||||||||
Number of markets | 6 | ||||||||||||||
Cash paid | 472,400,000 | ||||||||||||||
Working capital adjustment | 1,000,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 1,390,000 | ||||||||||||||
Program contract costs | 10,378,000 | ||||||||||||||
Property and equipment | 53,883,000 | ||||||||||||||
Broadcast licenses | 15,581,000 | ||||||||||||||
Definite-lived intangible assets | 240,013,000 | ||||||||||||||
Other assets | 1,097,000 | ||||||||||||||
Accounts payable and accrued liabilities | -3,928,000 | ||||||||||||||
Program contracts payable | -11,634,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 306,780,000 | ||||||||||||||
Goodwill | 164,621,000 | ||||||||||||||
Total | 471,401,000 | ||||||||||||||
Newport | 6.125% Senior Unsecured Notes, due 2022 | |||||||||||||||
Acquisitions | |||||||||||||||
Interest rate (as a percent) | 6.13% | ||||||||||||||
Freedom | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 8 | ||||||||||||||
Number of markets | 8 | ||||||||||||||
Cash paid | 385,300,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 373,000 | ||||||||||||||
Program contract costs | 3,520,000 | ||||||||||||||
Property and equipment | 54,109,000 | ||||||||||||||
Broadcast licenses | 10,424,000 | ||||||||||||||
Definite-lived intangible assets | 140,963,000 | ||||||||||||||
Other assets | 278,000 | ||||||||||||||
Accounts payable and accrued liabilities | -589,000 | ||||||||||||||
Program contracts payable | -3,404,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 205,674,000 | ||||||||||||||
Goodwill | 179,609,000 | ||||||||||||||
Total | 385,283,000 | ||||||||||||||
Four Points | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 7 | ||||||||||||||
Number of markets | 4 | ||||||||||||||
Cash paid | 199,100,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 456,000 | ||||||||||||||
Program contract costs | 3,731,000 | ||||||||||||||
Property and equipment | 34,578,000 | ||||||||||||||
Broadcast licenses | 10,658,000 | ||||||||||||||
Definite-lived intangible assets | 93,800,000 | ||||||||||||||
Other assets | 548,000 | ||||||||||||||
Accounts payable and accrued liabilities | -381,000 | ||||||||||||||
Program contracts payable | -5,157,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 138,233,000 | ||||||||||||||
Goodwill | 60,843,000 | ||||||||||||||
Total | 199,076,000 | ||||||||||||||
Other Acquisitions in 2012 | |||||||||||||||
Acquisitions | |||||||||||||||
Number of television stations | 5 | ||||||||||||||
Number of markets | 3 | ||||||||||||||
Cash paid | 49,500,000 | ||||||||||||||
Working capital adjustment | 700,000 | ||||||||||||||
Allocated fair value of acquired assets and assumed liabilities | |||||||||||||||
Prepaid expenses and other current assets | 160,000 | ||||||||||||||
Program contract costs | 1,638,000 | ||||||||||||||
Property and equipment | 16,545,000 | ||||||||||||||
Broadcast licenses | 2,679,000 | ||||||||||||||
Definite-lived intangible assets | 22,546,000 | ||||||||||||||
Accounts payable and accrued liabilities | -1,178,000 | ||||||||||||||
Program contracts payable | -4,252,000 | ||||||||||||||
Fair value of identifiable net assets acquired | 38,138,000 | ||||||||||||||
Goodwill | 10,661,000 | ||||||||||||||
Total | $48,799,000 |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Property and equipment, net | 752,538,000 | 596,071,000 | ||
Broadcast licenses | 135,075,000 | 101,029,000 | ||
Increase to noncurrent deferred tax liabilities | 6,689,000 | 1,738,000 | ||
Goodwill | 1,964,553,000 | 1,380,082,000 | 1,074,032,000 | |
Network affiliations | ||||
Acquisitions | ||||
Amortization period | 15 years | 15 years | 15 years | |
Decaying advertiser base | ||||
Acquisitions | ||||
Amortization period | 10 years | 10 years | 10 years | |
Other intangible assets | Minimum | ||||
Acquisitions | ||||
Weighted-average useful life subject to amortization acquired | 14 years | |||
Other intangible assets | Maximum | ||||
Acquisitions | ||||
Weighted-average useful life subject to amortization acquired | 16 years | |||
2014 Acquisitions | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 790,006,000 | |||
Estimated goodwill deductible for tax purposes | 166,296,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 701,854,000 | |||
2014 Acquisitions | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 506,787,000 | |||
2014 Acquisitions | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 68,980,000 | |||
2014 Acquisitions | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 214,239,000 | |||
MEG Stations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 93,156,000 | |||
Estimated goodwill deductible for tax purposes | 74,179,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 74,179,000 | |||
MEG Stations | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 63,462,000 | |||
MEG Stations | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 9,280,000 | |||
MEG Stations | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 20,414,000 | |||
KSNV | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 61,725,000 | |||
Estimated goodwill deductible for tax purposes | 49,674,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 49,674,000 | |||
KSNV | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 43,800,000 | |||
KSNV | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 12,100,000 | |||
KSNV | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 5,825,000 | |||
Allbritton | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 564,100,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 535,558,000 | |||
Allbritton | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 356,900,000 | |||
Allbritton | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 38,500,000 | |||
Allbritton | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 168,700,000 | |||
Other Acquisitions in 2014 | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 71,025,000 | |||
Estimated goodwill deductible for tax purposes | 42,443,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 42,443,000 | |||
Other Acquisitions in 2014 | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 42,625,000 | |||
Other Acquisitions in 2014 | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 9,100,000 | |||
Other Acquisitions in 2014 | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 19,300,000 | |||
2013 Acquisitions | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 555,725,000 | |||
Estimated goodwill deductible for tax purposes | 196,977,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Property and equipment, net | 44,300,000 | |||
Broadcast licenses | 19,400,000 | |||
Increase to noncurrent deferred tax liabilities | 29,300,000 | |||
Goodwill | 264,484,000 | |||
Decrease to goodwill | 66,300,000 | |||
Increase to depreciation and amortization | 2,500,000 | |||
2013 Acquisitions | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 320,549,000 | |||
2013 Acquisitions | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 80,041,000 | |||
2013 Acquisitions | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 155,135,000 | |||
Fisher | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 166,034,000 | |||
Estimated goodwill deductible for tax purposes | 10,765,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 143,942,000 | |||
Fisher | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 117,499,000 | |||
Fisher | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 18,110,000 | |||
Fisher | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 30,425,000 | |||
Barrington Broadcasting Company, LLC | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 220,253,000 | |||
Estimated goodwill deductible for tax purposes | 75,004,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 75,004,000 | |||
Barrington Broadcasting Company, LLC | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 103,245,000 | |||
Barrington Broadcasting Company, LLC | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 41,939,000 | |||
Barrington Broadcasting Company, LLC | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 75,069,000 | |||
Other Acquisitions in 2013 | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 169,438,000 | |||
Estimated goodwill deductible for tax purposes | 111,208,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 45,538,000 | |||
Other Acquisitions in 2013 | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 99,805,000 | |||
Other Acquisitions in 2013 | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 19,992,000 | |||
Other Acquisitions in 2013 | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 49,641,000 | |||
2012 Acquisitions | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 497,322,000 | |||
Estimated goodwill deductible for tax purposes | 415,734,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 415,734,000 | |||
2012 Acquisitions | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 348,831,000 | |||
2012 Acquisitions | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 60,330,000 | |||
2012 Acquisitions | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 88,161,000 | |||
Four Points | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 93,800,000 | |||
Estimated goodwill deductible for tax purposes | 60,843,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 60,843,000 | |||
Four Points | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 66,928,000 | |||
Four Points | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 9,766,000 | |||
Four Points | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 17,106,000 | |||
Freedom | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 140,963,000 | |||
Estimated goodwill deductible for tax purposes | 179,609,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 179,609,000 | |||
Freedom | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 93,067,000 | |||
Freedom | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 25,059,000 | |||
Freedom | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 22,837,000 | |||
Newport | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 240,013,000 | |||
Estimated goodwill deductible for tax purposes | 164,621,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 164,621,000 | |||
Newport | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 175,978,000 | |||
Newport | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 23,662,000 | |||
Newport | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 40,373,000 | |||
Other Acquisitions in 2012 | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 22,546,000 | |||
Estimated goodwill deductible for tax purposes | 10,661,000 | |||
Prior period immaterial adjustments resulting in reclassification of noncurrent assets and noncurrent liabilities | ||||
Goodwill | 10,661,000 | |||
Other Acquisitions in 2012 | Network affiliations | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 12,858,000 | |||
Other Acquisitions in 2012 | Decaying advertiser base | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | 1,843,000 | |||
Other Acquisitions in 2012 | Other intangible assets | ||||
Acquisitions | ||||
Fair value of identifiable definite-lived intangible assets acquired | $7,845,000 |
ACQUISITIONS_Detail_3
ACQUISITIONS (Detail 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pro Forma Information | |||||||||||
Total revenues | $2,150,124,000 | $1,838,167,000 | $1,513,975,000 | ||||||||
Net Income | 189,174,000 | 41,323,000 | 153,807,000 | ||||||||
Net Income attributable to Sinclair Broadcast Group | 186,338,000 | 38,974,000 | 153,370,000 | ||||||||
Basic earnings per share attributable to Sinclair Broadcast Group (in dollars per share) | $1.92 | $0.42 | $1.89 | ||||||||
Diluted earnings per share attributable to Sinclair Broadcast Group (in dollars per share) | $1.90 | $0.42 | $1.89 | ||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 1,782,726,000 | 1,217,504,000 | 920,593,000 | ||||||||
Operating income | 208,949,000 | 101,663,000 | 103,039,000 | 81,000,000 | 103,286,000 | 72,798,000 | 84,280,000 | 63,656,000 | 494,651,000 | 324,020,000 | 329,285,000 |
Costs incurred in corporate, general and administrative expenses | 5,700,000 | 2,800,000 | 1,200,000 | ||||||||
Total Acquisitions | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 1,007,763,000 | 501,262,000 | 177,169,000 | ||||||||
Operating income | 241,774,000 | 121,040,000 | 51,046,000 | ||||||||
MEG Stations | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 2,299,000 | ||||||||||
Operating income | 1,010,000 | ||||||||||
KSNV | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 5,972,000 | ||||||||||
Operating income | 2,108,000 | ||||||||||
Allbritton | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 106,258,000 | ||||||||||
Operating income | 26,914,000 | ||||||||||
Other Acquisitions in 2014 | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 9,172,000 | ||||||||||
Operating income | 1,569,000 | ||||||||||
Fisher | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 184,534,000 | 79,078,000 | |||||||||
Operating income | 26,940,000 | 19,019,000 | |||||||||
Barrington Broadcasting Company, LLC | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 173,013,000 | 16,927,000 | |||||||||
Operating income | 34,875,000 | 4,096,000 | |||||||||
Other Acquisitions in 2013 | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 139,521,000 | 52,440,000 | |||||||||
Operating income | 26,487,000 | 12,007,000 | |||||||||
Four Points | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 75,058,000 | 73,673,000 | 69,964,000 | ||||||||
Operating income | 22,441,000 | 19,754,000 | 17,287,000 | ||||||||
Freedom | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 127,916,000 | 108,585,000 | 91,046,000 | ||||||||
Operating income | 43,882,000 | 29,439,000 | 32,488,000 | ||||||||
Newport | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 162,824,000 | 149,044,000 | 11,674,000 | ||||||||
Operating income | 53,457,000 | 35,779,000 | 2,860,000 | ||||||||
Other Acquisitions in 2012 | |||||||||||
Acquisitions | |||||||||||
Net broadcast revenues | 21,196,000 | 21,515,000 | 4,485,000 | ||||||||
Operating income | $2,091,000 | $946,000 | ($1,589,000) |
DISPOSITION_OF_ASSETS_AND_DISC2
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2013 | Apr. 30, 2013 | |
Discontinued Operations | |||||||||||||
Total revenues, net | $613,818,000 | $494,956,000 | $455,136,000 | $412,648,000 | $427,715,000 | $338,644,000 | $314,154,000 | $282,618,000 | $1,976,558,000 | $1,363,131,000 | $1,061,679,000 | ||
Adjustment of certain liabilities for unrecognized tax benefits | 5,100,000 | 11,200,000 | |||||||||||
WLAJ-TV | |||||||||||||
Discontinued Operations | |||||||||||||
Price of assets sold to an unrelated third party receivable in cash | 14,400,000 | ||||||||||||
Total revenues, net | 600,000 | 3,700,000 | |||||||||||
Total income before taxes | 200,000 | 900,000 | |||||||||||
WLWC-TV | |||||||||||||
Discontinued Operations | |||||||||||||
Price of assets sold to an unrelated third party receivable in cash | 13,800,000 | ||||||||||||
Total revenues, net | 1,600,000 | 6,300,000 | |||||||||||
Total income before taxes | $400,000 | $200,000 |
DISPOSITION_OF_ASSETS_AND_DISC3
DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS (Detais 2l) (USD $) | 0 Months Ended | 1 Months Ended | ||||||
Nov. 22, 2013 | Nov. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Aug. 01, 2014 | Dec. 01, 2012 | Dec. 19, 2014 | Sep. 30, 2014 | |
item | item | |||||||
Assets: | ||||||||
Accounts receivable | $5,101,000 | |||||||
Prepaid expenses and other current assets | 1,403,000 | |||||||
Assets held for sale | 6,504,000 | |||||||
Property and equipment | 1,036,000 | |||||||
Goodwill | 2,975,000 | |||||||
Definite-lived intangible assets | 2,962,000 | |||||||
Total assets held for sale | 13,477,000 | |||||||
Liabilities: | ||||||||
Accounts payable | 1,096,000 | |||||||
Accrued liabilities | 1,360,000 | |||||||
Current portion of notes payable, capital leases and commercial bank financing | 21,000 | |||||||
Liabilities held for sale | 2,477,000 | |||||||
Non License Broadcast Assets | ||||||||
Assets: | ||||||||
Property and equipment | 1,800,000 | |||||||
Allbritton | ||||||||
Discontinued Operations [Line Items] | ||||||||
Working capital adjustment | 50,200,000 | |||||||
Barrington Broadcasting Company, LLC | ||||||||
Discontinued Operations [Line Items] | ||||||||
Working capital adjustment | 2,300,000 | |||||||
Newport | ||||||||
Discontinued Operations [Line Items] | ||||||||
Working capital adjustment | 1,000,000 | |||||||
MEG Stations | WTTA | ||||||||
Discontinued Operations [Line Items] | ||||||||
Gain or loss on sale of station | 39,000,000 | |||||||
MEG Stations | WTTA & KXRM and KXTU | ||||||||
Discontinued Operations [Line Items] | ||||||||
Price of assets sold | 93,100,000 | |||||||
Working capital adjustment | 600,000 | |||||||
MEG Stations | Allbritton | WHTM | ||||||||
Discontinued Operations [Line Items] | ||||||||
Price of assets sold | 83,400,000 | |||||||
Working capital adjustment | 200,000 | |||||||
Cunningham | Allbritton | WTAT | ||||||||
Discontinued Operations [Line Items] | ||||||||
Price of assets sold | 14,000,000 | |||||||
Cunningham | Barrington Broadcasting Company, LLC | ||||||||
Discontinued Operations [Line Items] | ||||||||
Sale of station | 22,000,000 | |||||||
Third-Party | Barrington Broadcasting Company, LLC | LMA | ||||||||
Discontinued Operations [Line Items] | ||||||||
Price of assets sold | 15,000,000 | |||||||
Gain or loss on sale of station | -3,300,000 | |||||||
Third-Party | Fisher | KIDK and KXPI | ||||||||
Discontinued Operations [Line Items] | ||||||||
Number of stations whose license assets were sold | 2 | |||||||
Price of assets sold | 6,300,000 | |||||||
Third-Party | Newport | WSTR and KMYS | ||||||||
Discontinued Operations [Line Items] | ||||||||
Number of stations whose license assets were sold | 2 | |||||||
Price of assets sold | $10,700,000 |
STOCKBASED_COMPENSATION_PLANS_1
STOCK-BASED COMPENSATION PLANS: (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
RSAs | |||
STOCK-BASED COMPENSATION PLANS: | |||
Compensation expense | $3.20 | $2.70 | $1.20 |
RSAs | |||
Outstanding at the beginning of the period (in shares) | 370,000 | ||
Granted (in shares) | 73,700 | ||
Vested (in shares) | -214,000 | ||
Outstanding at the end of the period (in shares) | 229,700 | 370,000 | |
Weighted-Average Price | |||
Outstanding at the beginning of the period (in dollars per share) | $13.81 | ||
Granted (in dollars per share) | $28.23 | ||
Vested (in dollars per share) | $13.52 | ||
Outstanding at the end of the period (in dollars per share) | $18.71 | $13.81 | |
Unrecognized compensation expense | 1.4 | ||
LTIP | RSAs issued in 2014 | |||
RSAs | |||
Vesting period | 2 years | ||
Percentage of restriction to be lapsed in year one from grant date | 50.00% | ||
Percentage of restriction to be lapsed in year two from grant date | 50.00% | ||
LTIP | RSAs issued in 2013 | |||
RSAs | |||
Vesting period | 2 years | ||
Percentage of restriction to be lapsed in year one from grant date | 50.00% | ||
Percentage of restriction to be lapsed in year two from grant date | 50.00% | ||
LTIP | RSAs issued in 2012 | |||
RSAs | |||
Vesting period | 2 years | ||
Percentage of restriction to be lapsed in year one from grant date | 50.00% | ||
Percentage of restriction to be lapsed in year two from grant date | 50.00% | ||
LTIP | Class A Common Stock | |||
STOCK-BASED COMPENSATION PLANS: | |||
Number of shares reserved for award | 14,000,000 | ||
Number of shares (including forfeited shares) available for future grants | 8,414,109 | ||
Stock Based Compensation Plans [Member] | |||
STOCK-BASED COMPENSATION PLANS: | |||
Compensation expense | $14.30 | $10.60 | $5.90 |
STOCKBASED_COMPENSATION_PLANS_2
STOCK-BASED COMPENSATION PLANS: (Details 2) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options | ||||
Assumptions used in valuation | ||||
Risk-free interest rate (as a percent) | 1.80% | |||
Expected life | 5 years | |||
Expected volatility (as a percent) | 47.60% | |||
Annual dividend yield (as a percent) | 2.30% | |||
Stock Grants and SARs | ||||
Compensation expense | $1.10 | $1.50 | ||
Stock Grants [Member] | Non Employee Director [Member] | ||||
Stock Grants and SARs | ||||
Granted (in shares) | 12,000 | 31,250 | 25,000 | |
Compensation expense | 0.4 | 0.8 | 0.2 | |
SARs | ||||
Assumptions used in valuation | ||||
Risk-free interest rate (as a percent) | 1.50% | 0.90% | 0.90% | |
Expected life | 5 years | 5 years | 5 years | |
Expected volatility (as a percent) | 65.00% | 73.00% | 73.00% | |
Annual dividend yield (as a percent) | 2.20% | 4.30% | 5.20% | |
Stock Grants and SARs | ||||
Aggregate intrinsic value | 19.6 | 19.6 | ||
Weighted average remaining contractual life | 6 years 10 months 21 days | |||
Stock Grants and SARs | ||||
Outstanding at the beginning of the year (in shares) | 1,400,000 | |||
Granted (in shares) | 200,000 | |||
Outstanding at the end of the year (in shares) | 1,600,000 | 1,600,000 | 1,400,000 | |
Weighted-Average Price | ||||
Outstanding at the beginning of the year (in dollars per share) | $13.25 | |||
Granted (in dollars per share) | $27.86 | |||
Outstanding at the end of the year (in dollars per share) | $15.08 | $15.08 | $13.25 | |
Subsidiary Stock Awards | ||||
Stock Grants and SARs | ||||
Compensation expense | 0.2 | 0.3 | 0.7 | |
LTIP | SARs | President and Chief Executive Officer | ||||
STOCK-BASED COMPENSATION PLANS: | ||||
Base value of rights granted (in dollars per share) | $27.86 | $27.86 | $14.21 | $11.68 |
Term of rights | 10 years | |||
Stock Grants and SARs | ||||
Compensation expense | $2.60 | $3.20 | $2 | |
Stock Grants and SARs | ||||
Granted (in shares) | 200,000 | 500,000 | 400,000 |
STOCKBASED_COMPENSATION_PLANS_3
STOCK-BASED COMPENSATION PLANS: (Details 3) (Stock Options, USD $) | 0 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Apr. 30, 2014 |
Stock Options | |||
STOCK-BASED COMPENSATION PLANS: | |||
Number of shares to be granted annually | 125,000 | ||
Aggregate intrinsic value | $20 | $20 | |
Weighted average remaining contractual life | 10 years | ||
Compensation expense | $1.10 | $1.50 | |
Assumptions used in valuation | |||
Exercise price | $27.36 | $27.36 | |
Risk-free interest rate (as a percent) | 1.80% | ||
Expected life | 5 years | ||
Expected volatility (as a percent) | 47.60% | ||
Annual dividend yield (as a percent) | 2.30% |
STOCKBASED_COMPENSATION_PLANS_4
STOCK-BASED COMPENSATION PLANS: (Details 4) (401 (k) Plan, USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
401 (k) Plan | |||
Maximum match as a percentage of elective deferrals by eligible employees | 50.00% | ||
Maximum match as a percentage of employee's total cash compensation | 4.00% | ||
Compensation expense relating to match | $5.20 | $3.10 | $1.60 |
Number of shares reserved for matches | 3,000,000 | ||
Number of shares available for future grants | 775,696 |
STOCKBASED_COMPENSATION_PLANS_5
STOCK-BASED COMPENSATION PLANS: (Details 5) (ESPP, USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
ESPP | |||
Stock-based compensation expense | $0.70 | $0.30 | $0.20 |
Number of shares reserved for award | 2,200,000 | ||
Number of shares available for future grant | 245,761 | ||
Maximum | |||
ESPP | |||
Percentage of the fair market value of common stock as of the first day of the quarter or on last day of the quarter | 85.00% | ||
Number of shares issued to employees | 100,000 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT: (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and equipment | |||
Property and equipment, gross | $1,273,055,000 | $1,037,632,000 | |
Less: accumulated depreciation | -520,517,000 | -441,561,000 | |
Property, Plant and Equipment, Net, Total | 752,538,000 | 596,071,000 | |
Capital lease depreciation expense | 3,700,000 | 4,000,000 | 3,500,000 |
Land and improvements | |||
Property and equipment | |||
Property and equipment, gross | 55,269,000 | 37,517,000 | |
Real estate held for development and sale | |||
Property and equipment | |||
Property and equipment, gross | 113,514,000 | 67,037,000 | |
Buildings and improvements | |||
Property and equipment | |||
Property and equipment, gross | 192,478,000 | 168,441,000 | |
Buildings and improvements | Minimum | |||
Property and equipment | |||
Estimated useful lives | 10 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Estimated useful lives | 30 years | ||
Station equipment | |||
Property and equipment | |||
Property and equipment, gross | 684,176,000 | 572,851,000 | |
Station equipment | Minimum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Station equipment | Maximum | |||
Property and equipment | |||
Estimated useful lives | 10 years | ||
Office furniture and equipment | |||
Property and equipment | |||
Property and equipment, gross | 70,402,000 | 50,210,000 | |
Office furniture and equipment | Minimum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Office furniture and equipment | Maximum | |||
Property and equipment | |||
Estimated useful lives | 10 years | ||
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | 19,091,000 | 19,453,000 | |
Leasehold improvements | Minimum | |||
Property and equipment | |||
Estimated useful lives | 10 years | ||
Leasehold improvements | Maximum | |||
Property and equipment | |||
Estimated useful lives | 30 years | ||
Automotive equipment | |||
Property and equipment | |||
Property and equipment, gross | 37,726,000 | 23,443,000 | |
Automotive equipment | Minimum | |||
Property and equipment | |||
Estimated useful lives | 3 years | ||
Automotive equipment | Maximum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Capital leased assets | |||
Property and equipment | |||
Property and equipment, gross | 81,625,000 | 81,602,000 | |
Capital leased assets | Minimum | |||
Property and equipment | |||
Estimated useful lives | 0 years | ||
Capital leased assets | Maximum | |||
Property and equipment | |||
Estimated useful lives | 0 years | ||
Construction in progress | |||
Property and equipment | |||
Property and equipment, gross | $18,774,000 | $17,078,000 |
GOODWILL_BROADCAST_LICENSES_AN2
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Change in the carrying amount of goodwill related to continuing operations | |||
Goodwill | $1,487,605 | $2,378,126 | |
Accumulated impairment losses | -413,573 | -413,573 | |
Goodwill, net | 1,074,032 | 1,964,553 | |
Acquisition of television stations | 701,854 | 330,309 | |
Sale of broadcast assets | -26,731 | -14,724 | |
Deconsolidation of variable interest entities | -21,357 | ||
Measurement period adjustments related to acquisitions | -66,320 | -9,535 | |
Assets held for sale | -2,975 | ||
Goodwill | 1,793,655 | 1,487,605 | 2,378,126 |
Accumulated impairment losses | -413,573 | -413,573 | -413,573 |
Goodwill, net | 1,380,082 | 1,074,032 | 1,964,553 |
VIEs which are not primary beneficiary | |||
Change in the carrying amount of goodwill related to continuing operations | |||
Goodwill, net | 800 | ||
Goodwill, net | 6,400 | 800 | |
Broadcast | |||
Change in the carrying amount of goodwill related to continuing operations | |||
Goodwill | 1,484,117 | 2,377,613 | |
Accumulated impairment losses | -413,573 | -413,573 | |
Goodwill, net | 1,070,544 | 1,964,040 | |
Acquisition of television stations | 701,854 | 330,309 | |
Sale of broadcast assets | -26,731 | -14,724 | |
Deconsolidation of variable interest entities | -21,357 | ||
Measurement period adjustments related to acquisitions | -66,320 | -9,535 | |
Goodwill | 1,790,167 | 1,484,117 | 2,377,613 |
Accumulated impairment losses | -413,573 | -413,573 | -413,573 |
Goodwill, net | 1,376,594 | 1,070,544 | 1,964,040 |
Other operating divisions segment | |||
Change in the carrying amount of goodwill related to continuing operations | |||
Goodwill | 3,488 | 513 | |
Goodwill, net | 3,488 | 513 | |
Assets held for sale | -2,975 | ||
Goodwill | 3,488 | 513 | |
Goodwill, net | $3,488 | $513 |
GOODWILL_BROADCAST_LICENSES_AN3
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: (Details 2) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | |
item | ||||
Carrying amount of our broadcast licenses | ||||
Sale of broadcast assets | ($176,675,000) | ($49,738,000) | ||
Measurement period adjustments related to acquisitions | -66,320,000 | -9,535,000 | ||
Broadcast licenses | 135,075,000 | 101,029,000 | ||
Number of markets | 79 | |||
Minimum percentage of excess of fair value of goodwill over its carrying value | 10.00% | |||
Goodwill tested under Step 1 for impairment | 79,500,000 | |||
Consolidated VIEs, aggregated | ||||
Carrying amount of our broadcast licenses | ||||
Broadcast licenses | 16,935,000 | 16,768,000 | ||
Broadcast licenses. | ||||
Carrying amount of our broadcast licenses | ||||
Beginning balance | 101,029,000 | 85,122,000 | ||
Acquisition of television stations | 18,027,000 | 15,514,000 | ||
Sale of broadcast assets | -45,000 | -25,000 | ||
Impairment charge | -3,240,000 | |||
Measurement period adjustments related to acquisitions | 19,355,000 | 418,000 | ||
Deconsolidation of variable interest entities | -51,000 | |||
Ending balance | 135,075,000 | 101,029,000 | ||
Broadcast licenses | 21,100,000 | |||
Broadcast licenses. | Consolidated VIEs, aggregated | ||||
Carrying amount of our broadcast licenses | ||||
Broadcast licenses | $16,900,000 | $16,800,000 |
GOODWILL_BROADCAST_LICENSES_AN4
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill, broadcast licenses and other intangible assets | |||
Broadcast licenses | $135,075,000 | $101,029,000 | |
Amortization expenses | 125,496,000 | 70,820,000 | 38,099,000 |
Broadcast licenses. | |||
Goodwill, broadcast licenses and other intangible assets | |||
Broadcast licenses | 21,100,000 | ||
Impairment charge | -3,240,000 | ||
Amortization expenses | 113,400,000 | ||
Estimated fair value | $17,900,000 |
GOODWILL_BROADCAST_LICENSES_AN5
GOODWILL, BROADCAST LICENSES AND OTHER INTANGIBLE ASSETS: (Details 4) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | |
Amortized intangible assets: | ||||
Gross Carrying Amount | $2,320,526,000 | $1,519,758,000 | ||
Accumulated Amortization | -502,263,000 | -392,003,000 | ||
Net | 1,818,263,000 | 1,127,755,000 | ||
Amortization expenses | 125,496,000 | 70,820,000 | 38,099,000 | |
Impairment charges for definite-lived intangibles | 0 | 0 | 0 | |
Estimated amortization expense of the definite-lived intangible assets | ||||
Net | 1,818,263,000 | 1,127,755,000 | ||
Amortized intangible assets: | ||||
Amortized intangible assets: | ||||
Net | 1,818,263,000 | |||
Weighted-average useful life subject to amortization acquired | 14 years | |||
Amortization expenses | 125,500,000 | 70,800,000 | 38,100,000 | |
Estimated amortization expense of the definite-lived intangible assets | ||||
For the year ended December 31, 2015 | 147,831,000 | |||
For the year ended December 31, 2016 | 146,877,000 | |||
For the year ended December 31, 2017 | 144,887,000 | |||
For the year ended December 31, 2018 | 143,923,000 | |||
For the year ended December 31, 2019 | 143,834,000 | |||
Thereafter | 1,090,911,000 | |||
Net | 1,818,263,000 | |||
Amortized intangible assets: | Minimum | ||||
Amortized intangible assets: | ||||
Amortization period | 5 years | |||
Amortized intangible assets: | Maximum | ||||
Amortized intangible assets: | ||||
Amortization period | 25 years | |||
Network affiliations | ||||
Amortized intangible assets: | ||||
Gross Carrying Amount | 1,396,792,000 | 869,535,000 | ||
Accumulated Amortization | -257,526,000 | -195,037,000 | ||
Net | 1,139,266,000 | 674,498,000 | ||
Amortization period | 15 years | 15 years | 15 years | |
Assets acquired in acquisition | 506,800,000 | 321,000,000 | ||
Estimated amortization expense of the definite-lived intangible assets | ||||
Net | 1,139,266,000 | 674,498,000 | ||
Decaying advertiser base | ||||
Amortized intangible assets: | ||||
Gross Carrying Amount | 324,262,000 | 260,454,000 | ||
Accumulated Amortization | -148,878,000 | -135,978,000 | ||
Net | 175,384,000 | 124,476,000 | ||
Amortization period | 10 years | 10 years | 10 years | |
Assets acquired in acquisition | 69,000,000 | 80,000,000 | ||
Estimated amortization expense of the definite-lived intangible assets | ||||
Net | 175,384,000 | 124,476,000 | ||
Other intangible assets | ||||
Amortized intangible assets: | ||||
Gross Carrying Amount | 599,472,000 | 389,769,000 | ||
Accumulated Amortization | -95,859,000 | -60,988,000 | ||
Net | 503,613,000 | 328,781,000 | ||
Assets acquired in acquisition | 214,200,000 | 155,500,000 | ||
Estimated amortization expense of the definite-lived intangible assets | ||||
Net | 503,613,000 | 328,781,000 | ||
Other intangible assets | Minimum | ||||
Amortized intangible assets: | ||||
Weighted-average useful life subject to amortization acquired | 14 years | |||
Other intangible assets | Maximum | ||||
Amortized intangible assets: | ||||
Weighted-average useful life subject to amortization acquired | 16 years | |||
Alarm monitoring contract | ||||
Amortized intangible assets: | ||||
Assets acquired in acquisition | $27,700,000 |
NOTES_PAYABLE_AND_COMMERCIAL_B2
NOTES PAYABLE AND COMMERCIAL BANK FINANCING: (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 11, 2013 | Apr. 09, 2013 | Jul. 31, 2014 | Oct. 31, 2013 | Jul. 23, 2014 | Jan. 24, 2014 | Jun. 28, 2013 | Apr. 02, 2013 | Oct. 12, 2012 | Oct. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Oct. 12, 2013 | Mar. 31, 2013 | |
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Letters of credit outstanding | $3,100,000 | $3,100,000 | ||||||||||||||||
(Gain) loss on extinguishment of debt | 14,553,000 | 58,421,000 | 335,000 | |||||||||||||||
Redemption of the equity component recorded as reduction in additional paid-in capital, net of taxes | 5,100,000 | |||||||||||||||||
Gross amount of debt | 3,913,774,000 | 3,018,695,000 | 3,913,774,000 | 3,018,695,000 | ||||||||||||||
Less: Discount | -3,992,000 | -3,992,000 | ||||||||||||||||
Less: Current portion | -113,116,000 | -46,346,000 | -113,116,000 | -46,346,000 | ||||||||||||||
Long term debt, non-current | 3,796,666,000 | 2,966,402,000 | 3,796,666,000 | 2,966,402,000 | ||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
2015 | 116,535,000 | 116,535,000 | ||||||||||||||||
2016 | 82,733,000 | 82,733,000 | ||||||||||||||||
2017 | 80,741,000 | 80,741,000 | ||||||||||||||||
2018 | 582,795,000 | 582,795,000 | ||||||||||||||||
2019 | 16,331,000 | 16,331,000 | ||||||||||||||||
2020 and thereafter | 3,061,029,000 | 3,061,029,000 | ||||||||||||||||
Total minimum payments | 3,940,164,000 | 3,940,164,000 | ||||||||||||||||
Less: Discount | -3,992,000 | -3,992,000 | ||||||||||||||||
Less: Amount representing future interest | -26,390,000 | |||||||||||||||||
Net carrying value of debt | 3,909,782,000 | 3,909,782,000 | ||||||||||||||||
Redemption price | 582,764,000 | 1,509,760,000 | 179,356,000 | |||||||||||||||
4.875% Convertible Debentures converted into Class A Common Stock, net of taxes | 8,602,000 | |||||||||||||||||
Tower leases | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Capital leases , term | 17 years | |||||||||||||||||
equipment lease | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Capital leases , term | 4 years | |||||||||||||||||
Broadcast | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Number of capital leases | 27 | 27 | ||||||||||||||||
Broadcast | Tower leases | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Number of capital leases | 25 | 25 | ||||||||||||||||
Corporate | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Number of capital leases | 1 | 1 | ||||||||||||||||
Operating segments | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Number of capital leases | 4 | 4 | ||||||||||||||||
Minimum | Capital leased assets | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Term of renewal options | 5 years | |||||||||||||||||
Maximum | Capital leased assets | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Term of renewal options | 10 years | |||||||||||||||||
Period on or prior to November 1, 2016 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Redemption price of the debt instrument (as a percent) | 100.00% | |||||||||||||||||
Bank Credit Agreement | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Aggregate borrowings outstanding | 1,725,900,000 | 1,725,900,000 | ||||||||||||||||
Interest and amortization expense | 38,700,000 | 27,300,000 | 35,700,000 | |||||||||||||||
Debt refinancing costs | 3,800,000 | 2,400,000 | 6,300,000 | |||||||||||||||
Deferred financing costs related to amendment | 3,800,000 | 14,900,000 | 2,300,000 | 3,800,000 | 14,900,000 | |||||||||||||
Threshold percentage of aggregate broadcast cash flows used for defining material third-party licensees | 10.00% | |||||||||||||||||
Notes and Bank Credit Agreement | ||||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
2015 | 110,980,000 | 110,980,000 | ||||||||||||||||
2016 | 77,574,000 | 77,574,000 | ||||||||||||||||
2017 | 75,544,000 | 75,544,000 | ||||||||||||||||
2018 | 577,545,000 | 577,545,000 | ||||||||||||||||
2019 | 10,987,000 | 10,987,000 | ||||||||||||||||
2020 and thereafter | 3,022,308,000 | 3,022,308,000 | ||||||||||||||||
Total minimum payments | 3,874,938,000 | 3,874,938,000 | ||||||||||||||||
Net carrying value of debt | 3,870,946,000 | 3,870,946,000 | ||||||||||||||||
Term Loan B | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Weighted average effective interest rate (as a percent) | 3.27% | 3.29% | 3.27% | 3.29% | ||||||||||||||
Gross amount of debt | 1,039,876,000 | 646,375,000 | 1,039,876,000 | 646,375,000 | ||||||||||||||
Less: Discount | -3,992,000 | -3,642,000 | -3,992,000 | -3,642,000 | ||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Less: Discount | -3,992,000 | -3,642,000 | -3,992,000 | -3,642,000 | ||||||||||||||
Term Loan B | Bank Credit Agreement | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Debt instrument face amount | 400,000,000 | 650,000,000 | ||||||||||||||||
LIBOR floor (as a percent) | 0.75% | |||||||||||||||||
Outstanding loan amount | 1,035,900,000 | 642,700,000 | 1,035,900,000 | 642,700,000 | ||||||||||||||
Percentage of par value at which debt was issued | 99.75% | |||||||||||||||||
Less: Discount | 1,000,000 | |||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Less: Discount | 1,000,000 | |||||||||||||||||
Term Loan B | Bank Credit Agreement | LIBOR | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.25% | 2.75% | ||||||||||||||||
LIBOR floor (as a percent) | 0.75% | |||||||||||||||||
Term Loan B | Notes and Bank Credit Agreement | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Less: Discount | -3,992,000 | -3,992,000 | ||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Less: Discount | -3,992,000 | -3,992,000 | ||||||||||||||||
Term Loan A | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Weighted average effective interest rate (as a percent) | 2.34% | 2.51% | 2.34% | 2.51% | ||||||||||||||
Gross amount of debt | 348,073,000 | 500,000,000 | 348,073,000 | 500,000,000 | ||||||||||||||
Term Loan A | Bank Credit Agreement | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Amount of debt issued | 200,000,000 | |||||||||||||||||
Debt instrument face amount | 500,000,000 | 500,000,000 | ||||||||||||||||
Amount of debt converted into revolving commitments | 327,700,000 | |||||||||||||||||
Outstanding loan amount | 348,100,000 | 348,100,000 | ||||||||||||||||
Term Loan A | Bank Credit Agreement | LIBOR | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.25% | |||||||||||||||||
5.625% Senior Unsecured Notes, due 2024 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Amount of debt issued | 550,000,000 | |||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 5.63% | 5.63% | ||||||||||||||||
Interest and amortization expense | 13,600,000 | |||||||||||||||||
Weighted average effective interest rate (as a percent) | 5.63% | 5.63% | ||||||||||||||||
Percentage of par value at which debt was issued | 100.00% | |||||||||||||||||
Gross amount of debt | 550,000,000 | 550,000,000 | ||||||||||||||||
5.625% Senior Unsecured Notes, due 2024 | Period prior to August 1, 2019 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Percentage of par value at which debt was issued | 100.00% | |||||||||||||||||
5.625% Senior Unsecured Notes, due 2024 | Period prior to August 1, 2019 | Maximum | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Redemption price of the debt instrument (as a percent) | 35.00% | |||||||||||||||||
6.375% Senior Notes, due 2021 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Amount of debt issued | 350,000,000 | |||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 6.38% | 6.38% | 6.38% | 6.38% | 6.38% | |||||||||||||
Interest and amortization expense | 22,400,000 | |||||||||||||||||
Weighted average effective interest rate (as a percent) | 6.38% | 6.38% | ||||||||||||||||
Percentage of par value at which debt was issued | 100.00% | |||||||||||||||||
Gross amount of debt | 350,000,000 | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||||||||
6.375% Senior Notes, due 2021 | Scenario forecast | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Purchase price offer as percentage of face amount plus accrued and unpaid interest | 99.70% | |||||||||||||||||
6.375% Senior Notes, due 2021 | Period on or prior to November 1, 2016 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Maximum percentage of the principal amount of the debt instrument which the entity may redeem with the proceeds from certain equity offerings | 35.00% | |||||||||||||||||
5.375% Senior Unsecured Notes, due 2021 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Amount of debt issued | 600,000,000 | |||||||||||||||||
Debt instrument face amount | 600,000,000 | |||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 5.38% | 5.38% | 5.38% | 5.38% | ||||||||||||||
Interest and amortization expense | 32,300,000 | |||||||||||||||||
Weighted average effective interest rate (as a percent) | 5.38% | 5.38% | ||||||||||||||||
Gross amount of debt | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | ||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Percent of outstanding debt converted | 100 | |||||||||||||||||
Purchase price in tender offers commenced as a percentage of face value | 100.00% | |||||||||||||||||
5.375% Senior Unsecured Notes, due 2021 | Period prior to April 1, 2016 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Redemption price of the debt instrument (as a percent) | 100.00% | |||||||||||||||||
5.375% Senior Unsecured Notes, due 2021 | Period on or prior to April 1, 2016 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Maximum percentage of the principal amount of the debt instrument which the entity may redeem with the proceeds from certain equity offerings | 35.00% | |||||||||||||||||
6.125% Senior Unsecured Notes, due 2022 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Amount of debt issued | 500,000,000 | |||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 6.13% | 6.13% | 6.13% | 6.13% | 6.13% | 6.13% | ||||||||||||
Interest and amortization expense | 30,600,000 | |||||||||||||||||
Weighted average effective interest rate (as a percent) | 6.13% | 6.13% | ||||||||||||||||
Percentage of par value at which debt was issued | 100.00% | |||||||||||||||||
Gross amount of debt | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Purchase price in tender offers commenced as a percentage of face value | 100.00% | |||||||||||||||||
6.125% Senior Unsecured Notes, due 2022 | Period prior to October 1, 2017 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Redemption price of the debt instrument (as a percent) | 100.00% | |||||||||||||||||
6.125% Senior Unsecured Notes, due 2022 | Period prior to August 1, 2019 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Maximum percentage of the principal amount of the debt instrument which the entity may redeem with the proceeds from certain equity offerings | 35.00% | |||||||||||||||||
8.375% Senior Unsecured Notes, due 2018 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 8.38% | 8.38% | ||||||||||||||||
Interest and amortization expense | 16,000,000 | 20,300,000 | 20,200,000 | |||||||||||||||
Weighted average effective interest rate (as a percent) | 8.38% | 8.38% | ||||||||||||||||
Effective interest rate (as a percent) | 8.65% | |||||||||||||||||
(Gain) loss on extinguishment of debt | 14,600,000 | |||||||||||||||||
Gross amount of debt | 237,530,000 | 237,530,000 | ||||||||||||||||
Less: Discount | -2,305,000 | -2,305,000 | ||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Less: Discount | -2,305,000 | -2,305,000 | ||||||||||||||||
Redemption price | 257,400,000 | |||||||||||||||||
Face amount of debt redeemed | 237,500,000 | |||||||||||||||||
Accrued and unpaid interest and make-whole premium | 9,900,000 | |||||||||||||||||
9.25% Senior Secured Second Lien Notes due 2017 | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 9.25% | |||||||||||||||||
Interest and amortization expense | 37,300,000 | 47,700,000 | ||||||||||||||||
Weighted average effective interest rate (as a percent) | 9.25% | 9.74% | 9.25% | |||||||||||||||
(Gain) loss on extinguishment of debt | -43,100,000 | |||||||||||||||||
Write-off of unamortized deferred financing costs | 9,500,000 | |||||||||||||||||
Write-off of unamortized debt discount | 8,200,000 | |||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Redemption price | 546,100,000 | |||||||||||||||||
Face amount of debt redeemed | 500,000,000 | |||||||||||||||||
Accrued and unpaid interest and make-whole premium | 25,400,000 | |||||||||||||||||
4.875% Notes | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | |||||||||||||
Outstanding loan amount | 5,700,000 | |||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Class A Common Stock issued upon conversion (in shares) | 388,632 | |||||||||||||||||
Increase in additional paid-in capital | 8,600,000 | |||||||||||||||||
3.0% Notes | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Debt instrument, stated interest rate payable (as a percent) | 3.00% | 3.00% | 3.00% | |||||||||||||||
Outstanding loan amount | 5,400,000 | |||||||||||||||||
(Gain) loss on extinguishment of debt | -1,000,000 | |||||||||||||||||
Redemption of the equity component recorded as reduction in additional paid-in capital, net of taxes | 5,100,000 | |||||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
Percent of outstanding debt converted | 100 | |||||||||||||||||
4.875% Convertible Debentures converted into Class A Common Stock, net of taxes | 10,500,000 | |||||||||||||||||
Revolving line of credit | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Weighted average effective interest rate (as a percent) | 2.47% | 2.47% | ||||||||||||||||
Gross amount of debt | 338,000,000 | 338,000,000 | ||||||||||||||||
Revolving line of credit | Bank Credit Agreement | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Aggregate borrowings outstanding | 338,000,000 | 338,000,000 | ||||||||||||||||
Total revolver capacity remaining | 144,100,000 | 157,500,000 | 485,200,000 | 144,100,000 | 157,500,000 | |||||||||||||
Undrawn commitments fees (as a percent) | 0.50% | |||||||||||||||||
Letters of credit outstanding | 3,100,000 | 3,100,000 | ||||||||||||||||
Revolving line of credit | Bank Credit Agreement | LIBOR | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.25% | |||||||||||||||||
Debt of variable interest entities | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Interest rate margin (as a percent) | 2.50% | |||||||||||||||||
Outstanding loan amount | 30,200,000 | 30,200,000 | ||||||||||||||||
Interest and amortization expense | 2,200,000 | 1,200,000 | ||||||||||||||||
Other operating divisions debt | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Fixed interest rate (as a percent) | 6.50% | 6.50% | ||||||||||||||||
Interest and amortization expense | 3,100,000 | 3,200,000 | 3,100,000 | |||||||||||||||
Gross amount of debt | 118,822,000 | 86,263,000 | 118,822,000 | 86,263,000 | ||||||||||||||
Other operating divisions debt | LIBOR | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Interest rate margin (as a percent) | 2.50% | |||||||||||||||||
Capital Leases | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Gross amount of debt | 38,836,000 | 42,946,000 | 38,836,000 | 42,946,000 | ||||||||||||||
Maturity of indebtedness under the notes payable, capital leases and the Bank Credit Agreement | ||||||||||||||||||
2015 | 5,555,000 | 5,555,000 | ||||||||||||||||
2016 | 5,159,000 | 5,159,000 | ||||||||||||||||
2017 | 5,197,000 | 5,197,000 | ||||||||||||||||
2018 | 5,250,000 | 5,250,000 | ||||||||||||||||
2019 | 5,344,000 | 5,344,000 | ||||||||||||||||
2020 and thereafter | 38,721,000 | 38,721,000 | ||||||||||||||||
Total minimum payments | 65,226,000 | 65,226,000 | ||||||||||||||||
Less: Amount representing future interest | -26,390,000 | |||||||||||||||||
Net carrying value of debt | 38,836,000 | 38,836,000 | ||||||||||||||||
Debt of variable interest entities | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Variable rate basis | LIBOR | |||||||||||||||||
Gross amount of debt | 30,167,000 | 55,581,000 | 30,167,000 | 55,581,000 | ||||||||||||||
Debt of variable interest entities (non-recourse) | ||||||||||||||||||
Notes Payable And Commercial Bank Financing | ||||||||||||||||||
Interest and amortization expense | $300,000 |
PROGRAM_CONTRACTS_Details
PROGRAM CONTRACTS: (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Future payments required under program contracts | ||
2015 | $104,922,000 | |
2016 | 22,459,000 | |
2017 | 14,999,000 | |
2018 | 10,341,000 | |
2019 | 7,838,000 | |
2020 and thereafter | 4,968,000 | |
Total | 165,527,000 | |
Less: Current portion | -104,922,000 | -90,933,000 |
Long-term portion of program contracts payable | 60,605,000 | 34,681,000 |
Lag period for film payments | 3 months | |
Program contract payments due in arrears | 34,300,000 | |
Non-cancelable commitments for future program rights | $121,000,000 |
COMMON_STOCK_Details
COMMON STOCK: (Details) (USD $) | 5 Months Ended | 11 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2015 | 7-May-13 | Jan. 31, 2015 | Oct. 12, 2013 | Oct. 12, 2012 | Oct. 11, 2013 | |
Common Stock | ||||||||||||
Quarterly dividend declared (in dollars per share) | $0.17 | $0.15 | $0.15 | $0.63 | $0.60 | $1.54 | ||||||
Dividend paid (in dollars per share) | $0.60 | |||||||||||
Net proceeds from public offering | $472,913,000 | |||||||||||
Number of shares repurchased | 4,900,000 | |||||||||||
Total remaining authorization amount | 134,400,000 | |||||||||||
Value of shares repurchased | 133,157,000 | |||||||||||
6.125% Senior Unsecured Notes, due 2022 | ||||||||||||
Common Stock | ||||||||||||
Interest rate (as a percent) | 6.13% | 6.13% | 6.13% | 6.13% | 6.13% | 6.13% | ||||||
5.375% Senior Unsecured Notes, due 2021 | ||||||||||||
Common Stock | ||||||||||||
Interest rate (as a percent) | 5.38% | 5.38% | 5.38% | 5.38% | ||||||||
6.375% Senior Notes, due 2021 | ||||||||||||
Common Stock | ||||||||||||
Interest rate (as a percent) | 6.38% | 6.38% | 6.38% | 6.38% | 6.38% | |||||||
5.625% Senior Notes, due | ||||||||||||
Common Stock | ||||||||||||
Interest rate (as a percent) | 5.63% | 5.63% | 5.63% | 5.63% | ||||||||
Bank Credit Agreement | ||||||||||||
Common Stock | ||||||||||||
Unrestricted Cash First Lien Indebtedness Ratio | 4 | |||||||||||
Amount of unrestricted annual cash payments | 200,000,000 | 200,000,000 | ||||||||||
Amount of unrestricted annual cash payments to be carry over to next year | 50,000,000 | 50,000,000 | ||||||||||
Additional aggregate basket | 250,000,000 | |||||||||||
Aggregate basket as long as no Event | 50,000,000 | 50,000,000 | ||||||||||
Bank Credit Agreement | Maximum | ||||||||||||
Common Stock | ||||||||||||
Unrestricted Cash First Lien Indebtedness Ratio | 3.75 | |||||||||||
Subsequent Event | ||||||||||||
Common Stock | ||||||||||||
Quarterly dividend declared (in dollars per share) | $0.17 | |||||||||||
Class A Common Stock | ||||||||||||
Common Stock | ||||||||||||
Number of votes holders of common stock are entitled for each share held | 1 | |||||||||||
Shares sold public offering | 18,000,000 | 18,000,000 | ||||||||||
Offering price (in dollars per share) | $27.25 | |||||||||||
Net proceeds from public offering | 472,900,000 | |||||||||||
Number of shares repurchased | 4,876,121 | |||||||||||
Value of shares repurchased | 48,000 | |||||||||||
Class A Common Stock | Subsequent Event | ||||||||||||
Common Stock | ||||||||||||
Number of shares repurchased | 300,000 | |||||||||||
Value of shares repurchased | $7,800,000 | |||||||||||
Class B Common Stock | ||||||||||||
Common Stock | ||||||||||||
Number of votes holders of common stock are entitled for each share held | 10 | |||||||||||
Number of Class B shares converted into Class A Common stock | 100,000 | 2,905,502 |
INCOME_TAXES_Details
INCOME TAXES: (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Provision for income taxes - continuing operations | $97,432 | $41,249 | $67,852 |
(Benefit) provision for income taxes - discontinued operations | 0 | -10,806 | -663 |
Income tax expense (benefit) | 97,432 | 30,443 | 68,515 |
Current: | |||
Federal | 92,609 | 16,229 | 56,106 |
State | 5,641 | -8,305 | 4,095 |
Current income tax expense (benefit) | 98,250 | 7,924 | 60,201 |
Deferred: | |||
Federal | 3,170 | 20,214 | 9,151 |
State | -3,988 | 2,305 | -837 |
Deferred income tax expense (benefit) | -818 | 22,519 | 8,314 |
Income tax expense (benefit) | $97,432 | $30,443 | $68,515 |
INCOME_TAXES_Details_2
INCOME TAXES: (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | |||
Reconciliation of federal income taxes at the applicable statutory rate to the recorded provision from continuing operations | |||
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
Amount of valuation allowance for deferred tax asset of consolidated VIEs released | $7,700,000 | ||
Number of variable interest entities for which the valuation allowance released | 1 | ||
Adjustments- | |||
State income taxes, net of federal tax benefit (as a percent) | -0.10% | 8.30% | -0.40% |
Non-deductible items (as a percent) | 3.40% | 1.40% | 0.30% |
Domestic Production Activities Deduction (as a percent) | -3.20% | -3.80% | -1.40% |
Effect of consolidated VIEs (as a percent) | 0.80% | 3.70% | -3.40% |
Change in state tax laws and rates (as a percent) | -0.10% | -5.50% | 0.20% |
Changes in unrecognized tax benefits (as a percent) | -3.40% | 0.80% | 1.50% |
Other (as a percent) | -0.90% | 0.10% | 0.20% |
Effective income tax rate (as a percent) | 31.50% | 40.00% | 32.00% |
Tax benefit related to domestic production activities deduction | 800,000 | 2,000,000 | |
Benefit related to expiration of the applicable statute of limitations | ($8,285,000) |
INCOME_TAXES_Details_3
INCOME TAXES: (Details 3) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net operating and capital losses: | ||||
Federal | $2,384,000 | $5,027,000 | ||
State | 67,430,000 | 63,051,000 | ||
Broadcast licenses | 11,993,000 | 27,652,000 | ||
Intangibles | 32,182,000 | 3,451,000 | ||
Other | 27,677,000 | 35,677,000 | ||
Deferred tax assets, Gross | 141,666,000 | 134,858,000 | ||
Valuation allowance for deferred tax assets | -58,896,000 | -51,062,000 | 59,400,000 | 79,100,000 |
Total deferred tax assets | 82,770,000 | 83,796,000 | ||
Current and Long-Term Deferred Tax Liabilities: | ||||
Broadcast licenses | -36,083,000 | -20,395,000 | ||
Intangibles | -507,545,000 | -270,008,000 | ||
Property & equipment, net | -72,819,000 | -52,514,000 | ||
Contingent interest obligations | -40,941,000 | -51,621,000 | ||
Other | -34,314,000 | -2,037,000 | ||
Total deferred tax liabilities | -691,702,000 | -396,575,000 | ||
Net tax liabilities | -608,932,000 | -312,779,000 | ||
Valuation allowance | ||||
Increase (decrease) in valuation allowance | 7,800,000 | -8,300,000 | -19,700,000 | |
Unrecognized tax benefits | ||||
Gross unrecognized tax benefits | 7,138,000 | 16,883,000 | 25,965,000 | 26,088,000 |
Unrecognized tax benefits that would favorably affect entity's effective tax rates from continuing operations, if recognized | $6,400,000 | $15,600,000 |
INCOME_TAXES_Details_4
INCOME TAXES: (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Activity related to accrued unrecognized tax benefits | |||||
Balance at the beginning of the period | $16,883,000 | $25,965,000 | $26,088,000 | ||
Reductions related to prior year tax positions | 6,100,000 | -8,928,000 | -123,000 | ||
Increases related to current year tax positions | 1,450,000 | 693,000 | |||
Reductions related to settlements with taxing authorities | -2,910,000 | -847,000 | |||
Reductions related to expiration of the applicable statute of limitations | -8,285,000 | ||||
Balance at the end of the period | 7,138,000 | 16,883,000 | 25,965,000 | ||
Reduction in liability for unrecognized tax benefits related to continuing operations | 5,100,000 | 11,200,000 | |||
Accrued interest and penalties related to unrecognized tax benefits | 700,000 | 1,200,000 | 1,500,000 | ||
Maximum expected reduction in liability over next twelve months for unrecognized tax benefits related to continuing operations due to statue of limitations | $4,300,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES: (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases | |||
Rent expense from continuing operations under leases | $19,400,000 | $10,300,000 | $6,700,000 |
Future minimum payments under the leases | |||
2015 | 12,819,000 | ||
2016 | 12,149,000 | ||
2017 | 9,390,000 | ||
2018 | 5,838,000 | ||
2019 | 4,807,000 | ||
2020 and thereafter | 20,139,000 | ||
Total | 65,142,000 | ||
Letters of credit outstanding | $3,100,000 | ||
Minimum | |||
Operating Leases | |||
Operating leases term | 1 year | ||
Maximum | |||
Operating Leases | |||
Operating leases term | 45 years |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES: (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jun. 30, 2012 | 31-May-12 | Aug. 08, 2013 | Aug. 01, 2014 | Nov. 30, 2003 | Aug. 31, 2014 | 14-May-12 | |||||
item | item | agreement | item | item | item | item | item | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Other assets | $208,230,000 | [1] | $208,209,000 | [1] | $208,230,000 | [1] | $208,209,000 | [1] | |||||||||||||||
Other accrued liabilities | 58,524,000 | 49,466,000 | 58,524,000 | 49,466,000 | |||||||||||||||||||
Amortization of definite-lived intangible assets and other assets | 125,496,000 | 70,820,000 | 38,099,000 | ||||||||||||||||||||
Number of television stations in the same market entering into an agreement | 2 | 2 | |||||||||||||||||||||
Percentage of ad time to be considered an owner | 15.00% | 15.00% | |||||||||||||||||||||
Number of waivers sought | 1 | 1 | |||||||||||||||||||||
Revenue | 613,818,000 | 494,956,000 | 455,136,000 | 412,648,000 | 427,715,000 | 338,644,000 | 314,154,000 | 282,618,000 | 1,976,558,000 | 1,363,131,000 | 1,061,679,000 | ||||||||||||
Number of television stations owned | 164 | 164 | |||||||||||||||||||||
Number of markets | 79 | 79 | |||||||||||||||||||||
LMA | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of separately owned television stations having programming agreement | 2 | ||||||||||||||||||||||
Number of stations that programs substantial portions of the broadcast day and sells advertising time to programming segments | 1 | ||||||||||||||||||||||
Number of LMA agreements grandfathered | 3 | ||||||||||||||||||||||
JSA | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Revenue | 48,800,000 | 36,000,000 | |||||||||||||||||||||
Fisher | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of television stations owned | 22 | ||||||||||||||||||||||
Number of markets | 8 | ||||||||||||||||||||||
Allbritton | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of television stations owned | 9 | ||||||||||||||||||||||
Number of markets | 7 | ||||||||||||||||||||||
Cunningham | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of television stations remaining to be acquired | 5 | ||||||||||||||||||||||
Number of applications pending to acquire license assets of stations | 5 | ||||||||||||||||||||||
Number of markets | 3 | 3 | |||||||||||||||||||||
Cunningham | Allbritton | WTAT | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Price of assets sold | 14,000,000 | ||||||||||||||||||||||
Howard Stirk Holdings | WMMP | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Price of assets sold | 50,000 | ||||||||||||||||||||||
Howard Stirk Holdings | WCFT | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Price of assets sold | 50,000 | 50,000 | |||||||||||||||||||||
Number of agreements | 2 | ||||||||||||||||||||||
Howard Stirk Holdings | WJSU | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Price of assets sold | 50,000 | 50,000 | |||||||||||||||||||||
Network affiliation agreements | FOX | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of affiliates | 20 | ||||||||||||||||||||||
Amount paid pursuant to the agreements | 25,000,000 | ||||||||||||||||||||||
Other assets | 50,000,000 | ||||||||||||||||||||||
Other accrued liabilities | 25,000,000 | ||||||||||||||||||||||
Amortization of definite-lived intangible assets and other assets | 8,900,000 | 8,900,000 | 5,600,000 | ||||||||||||||||||||
Option agreement | FTS | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Number of designated markets | 4 | ||||||||||||||||||||||
Option agreement | FTS | Maximum | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Option to purchase stations, number of markets | 3 | ||||||||||||||||||||||
Option agreement | FTS | WUTB (MNT) station in Baltimore | |||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||
Purchase price pursuant to option | 2,700,000 | ||||||||||||||||||||||
[1] | Our consolidated total assets as of December?31, 2014 and 2013 include total assets of variable interest entities (VIEs) of $163.3 million and $194.1 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of December?31, 2014 and 2013 include total liabilities of the VIEs of $30.0 million and $31.6 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 1: Nature of Operations and Summary of Significant Accounting Policies. |
RELATED_PERSON_TRANSACTIONS_De
RELATED PERSON TRANSACTIONS: (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Dec. 01, 2012 | Oct. 31, 2013 | Oct. 01, 2010 | Aug. 01, 2014 | Oct. 01, 2012 | Jul. 01, 2012 | Jun. 30, 2012 | |
item | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | $18,956,000 | $18,956,000 | |||||||||||||||||
Less: Current portion | -2,625,000 | -2,367,000 | -2,625,000 | -2,367,000 | |||||||||||||||
Capital leases to affiliates, less current portion | 16,309,000 | 18,925,000 | 16,309,000 | 18,925,000 | |||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
2015 | 116,535,000 | 116,535,000 | |||||||||||||||||
2016 | 82,733,000 | 82,733,000 | |||||||||||||||||
2017 | 80,741,000 | 80,741,000 | |||||||||||||||||
2018 | 582,795,000 | 582,795,000 | |||||||||||||||||
2019 | 16,331,000 | 16,331,000 | |||||||||||||||||
2020 and thereafter | 3,061,029,000 | 3,061,029,000 | |||||||||||||||||
Total minimum payments | 3,940,164,000 | 3,940,164,000 | |||||||||||||||||
Due to Related Parties, Total | 18,956,000 | 18,956,000 | |||||||||||||||||
Right to acquire capital stock or assets of individual subsidiaries (as a percent) | 100.00% | 100.00% | |||||||||||||||||
Total revenues | 613,818,000 | 494,956,000 | 455,136,000 | 412,648,000 | 427,715,000 | 338,644,000 | 314,154,000 | 282,618,000 | 1,976,558,000 | 1,363,131,000 | 1,061,679,000 | ||||||||
Entities owned by the controlling shareholders | Leased assets or facilities | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount paid | 5,100,000 | 5,200,000 | 4,700,000 | ||||||||||||||||
Bay TV | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Price of assets sold | 40,000,000 | ||||||||||||||||||
Bay TV | LMA | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount paid | 2,900,000 | ||||||||||||||||||
Difference between the purchase price and the historical cost basis recorded as a reduction in additional paid-in capital | 23,600,000 | ||||||||||||||||||
Difference between the purchase price and the historical cost basis recorded as a reduction in additional paid-in capital, tax amount | 15,600,000 | ||||||||||||||||||
Cunningham | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Price of assets sold | 78,500,000 | ||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Price for which nonvoting stock was purchased | 2,000,000 | 1,700,000 | |||||||||||||||||
Percentage of the total capital stock held in the related party, none of which have voting rights | 100.00% | 100.00% | |||||||||||||||||
Annual increase in aggregate purchase price (as a percent) | 6.00% | ||||||||||||||||||
Total revenues | 103,500,000 | 107,600,000 | 105,500,000 | ||||||||||||||||
Sale of station | 22,000,000 | ||||||||||||||||||
Amount to purchase license assets of KDBC-TV El Paso, Texas | 21,200,000 | ||||||||||||||||||
Amount of working capital adjustment required to be paid to purchase license assets of KDBC-TV | 200,000 | ||||||||||||||||||
Cunningham | Barrington Broadcasting Company, LLC | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Amount received | 6,000,000 | 600,000 | |||||||||||||||||
Total revenues | 7,800,000 | 700,000 | |||||||||||||||||
Cunningham | LMA | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount paid | 10,800,000 | 9,800,000 | 15,700,000 | -4,700,000 | |||||||||||||||
Price of assets sold | 14,000,000 | ||||||||||||||||||
Amount obligated to be paid | 29,100,000 | ||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | 29,100,000 | ||||||||||||||||||
Number of stations to which programming, sales and managerial services were provided by the entity | 6 | ||||||||||||||||||
Number of additional renewal terms | 3 | ||||||||||||||||||
Agreement renewal period | 5 years | ||||||||||||||||||
Number of quarterly installments | 10 | 1 | |||||||||||||||||
Amount of quarterly installments | 2,750,000 | ||||||||||||||||||
One quarterly installment amount | 1,600,000 | ||||||||||||||||||
Additional payments | 2,750,000 | 1,200,000 | |||||||||||||||||
Operating costs reimbursement (as a percent) | 100.00% | 100.00% | |||||||||||||||||
Remaining purchase price | 53,600,000 | 53,600,000 | |||||||||||||||||
Cunningham | Minimum | LMA | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Percentage of net broadcast revenue used to determine annual LMA fees required to be paid | 3.00% | 3.00% | |||||||||||||||||
Amount used to determine annual LMA fees required to be paid | 5,000,000 | 5,000,000 | |||||||||||||||||
Cunningham | Maximum | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Amount of purchase price reduction from quarterly installments | 29,100,000 | ||||||||||||||||||
Atlantic Automotive | Leased assets or facilities | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Annual rent | 1,000,000 | ||||||||||||||||||
Number of real estate ventures | 1 | 1 | |||||||||||||||||
Atlantic Automotive | Advertising time | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Amount received | 400,000 | 200,000 | 100,000 | ||||||||||||||||
Atlantic Automotive | Vehicles and related vehicle services | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount paid | 0 | 1,100,000 | 1,800,000 | ||||||||||||||||
President and Chief Executive Officer | Leased assets or facilities | Real estate ventures in Baltimore, MD | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Amount received | 500,000 | 500,000 | 300,000 | ||||||||||||||||
Number of restaurants owned by a related party | 3 | 3 | |||||||||||||||||
Number of real estate ventures | 1 | 1 | |||||||||||||||||
President and Chief Executive Officer | Leased assets or facilities | Real estate ventures in Towson, MD | |||||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Annual rent | 300,000 | 200,000 | |||||||||||||||||
Number of restaurants owned by a related party | 1 | 1 | |||||||||||||||||
Number of real estate ventures | 1 | 1 | |||||||||||||||||
Thomas & Libowitz | Legal services | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount paid | 1,600,000 | 1,000,000 | |||||||||||||||||
Controlling shareholders | Charter Aircraft | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Aircraft expense | 1,500,000 | 900,000 | 600,000 | ||||||||||||||||
Affiliates | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 18,934,000 | 21,292,000 | 18,934,000 | 21,292,000 | |||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
2015 | 4,402,000 | 4,402,000 | |||||||||||||||||
2016 | 4,138,000 | 4,138,000 | |||||||||||||||||
2017 | 4,102,000 | 4,102,000 | |||||||||||||||||
2018 | 1,880,000 | 1,880,000 | |||||||||||||||||
2019 | 1,960,000 | 1,960,000 | |||||||||||||||||
2020 and thereafter | 11,084,000 | 11,084,000 | |||||||||||||||||
Total minimum payments | 27,566,000 | 27,566,000 | |||||||||||||||||
Interest and amortization expense | -8,610,000 | ||||||||||||||||||
Due to Related Parties, Total | 18,934,000 | 21,292,000 | 18,934,000 | 21,292,000 | |||||||||||||||
Affiliates | Capital lease for building, interest at 8.54% | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 4,972,000 | 6,267,000 | 4,972,000 | 6,267,000 | |||||||||||||||
Interest rate (as a percent) | 8.54% | 8.54% | |||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | 4,972,000 | 6,267,000 | 4,972,000 | 6,267,000 | |||||||||||||||
Affiliates | Capital leases for building, interest at 8.11% | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 7,843,000 | 8,141,000 | 7,843,000 | 8,141,000 | |||||||||||||||
Interest rate (as a percent) | 8.11% | 8.11% | |||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | 7,843,000 | 8,141,000 | 7,843,000 | 8,141,000 | |||||||||||||||
Affiliates | Capital lease for building and tower | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 932,000 | 1,106,000 | 932,000 | 1,106,000 | |||||||||||||||
Interest rate (as a percent) | 7.93% | 7.93% | |||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | 932,000 | 1,106,000 | 932,000 | 1,106,000 | |||||||||||||||
Affiliates | Capital leases for broadcasting tower facilities, interest at 9.0% | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 390,000 | 860,000 | 390,000 | 860,000 | |||||||||||||||
Interest rate (as a percent) | 9.00% | 9.00% | |||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | 390,000 | 860,000 | 390,000 | 860,000 | |||||||||||||||
Affiliates | Capital leases for broadcasting tower facilities, interest at 10.5% | |||||||||||||||||||
Related person transactions | |||||||||||||||||||
Amount obligated to be paid | 4,797,000 | 4,918,000 | 4,797,000 | 4,918,000 | |||||||||||||||
Interest rate (as a percent) | 10.50% | 10.50% | |||||||||||||||||
Capital leases payable maturity | |||||||||||||||||||
Due to Related Parties, Total | $4,797,000 | $4,918,000 | $4,797,000 | $4,918,000 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE: (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (Numerator) | |||||||||||
Income from continuing operations | $97,089 | $48,768 | $41,601 | $27,657 | $4,237 | $30,551 | $12,956 | $16,515 | $215,115 | $64,259 | $144,488 |
Net income loss attributable to noncontrolling interests included in continuing operations | -2,836 | -2,349 | -287 | ||||||||
Numerator for diluted earnings per common share from continuing operations available to common shareholders | 212,279 | 61,910 | 144,381 | ||||||||
Income from discontinued operations, net of taxes | 6,100 | 5,103 | 355 | 11,558 | 465 | ||||||
Numerator for diluted earnings available to common shareholders | 212,279 | 73,468 | 144,846 | ||||||||
Shares (Denominator) | |||||||||||
Weighted average common shares outstanding | 97,114,000 | 93,207,000 | 81,020,000 | ||||||||
Dilutive effect of stock settled appreciation rights, restricted stock awards and outstanding stock options (in shares) | 705,000 | 638,000 | 36,000 | ||||||||
Weighted-average common and common equivalent shares outstanding | 97,819,000 | 93,845,000 | 81,310,000 | ||||||||
Additional Disclosures | |||||||||||
Antidilutive dilutive securities excluded from calculation of diluted earnings per share (in shares) | 300,000 | 0 | 1,500,000 | ||||||||
4.875% Notes | |||||||||||
Earning Per Share | |||||||||||
Interest rate (as a percent) | 4.88% | 4.88% | 4.88% | 4.88% | 4.88% | ||||||
Income (Numerator) | |||||||||||
Income impact of assumed conversion of the 4.875% Notes, net of taxes | $180 | ||||||||||
Shares (Denominator) | |||||||||||
Dilutive effect of 4.875% Notes | 254,000 |
SEGMENT_DATA_Details
SEGMENT DATA: (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | ||||||||||
SEGMENT DATA | |||||||||||
Intercompany loans | $172,300,000 | $171,900,000 | $172,300,000 | $171,900,000 | |||||||
Intercompany interest expense | 20,700,000 | 20,000,000 | 20,000,000 | ||||||||
Segment data | |||||||||||
Number of markets | 79 | 79 | |||||||||
Revenue | 613,818,000 | 494,956,000 | 455,136,000 | 412,648,000 | 427,715,000 | 338,644,000 | 314,154,000 | 282,618,000 | 1,976,558,000 | 1,363,131,000 | 1,061,679,000 |
Depreciation of property and equipment | 103,291,000 | 70,554,000 | 47,073,000 | ||||||||
Amortization of definite-lived intangible assets and other assets | 125,496,000 | 70,820,000 | 38,099,000 | ||||||||
Amortization of program contract costs and net realizable value adjustments | 106,629,000 | 80,925,000 | 60,990,000 | ||||||||
General and administrative overhead expenses | 69,413,000 | 53,126,000 | 33,391,000 | ||||||||
Operating income (loss) | 208,949,000 | 101,663,000 | 103,039,000 | 81,000,000 | 103,286,000 | 72,798,000 | 84,280,000 | 63,656,000 | 494,651,000 | 324,020,000 | 329,285,000 |
Interest expense | 174,862,000 | 162,937,000 | 128,553,000 | ||||||||
Income (loss) from equity and cost method investments | 2,313,000 | 621,000 | 9,670,000 | ||||||||
Goodwill | 1,964,553,000 | 1,380,082,000 | 1,964,553,000 | 1,380,082,000 | 1,074,032,000 | ||||||
Assets | 5,452,172,000 | 4,147,472,000 | 5,452,172,000 | 4,147,472,000 | |||||||
Capital expenditures | 81,458,000 | 43,388,000 | 43,986,000 | ||||||||
Broadcast | |||||||||||
Segment data | |||||||||||
Goodwill | 1,964,040,000 | 1,376,594,000 | 1,964,040,000 | 1,376,594,000 | 1,070,544,000 | ||||||
Other operating divisions segment | |||||||||||
Segment data | |||||||||||
Goodwill | 513,000 | 3,488,000 | 513,000 | 3,488,000 | 3,488,000 | ||||||
Operating segments | Broadcast | |||||||||||
Segment data | |||||||||||
Number of markets | 79 | 79 | |||||||||
Revenue | 1,904,988,000 | 1,306,187,000 | 1,007,498,000 | ||||||||
Depreciation of property and equipment | 99,823,000 | 67,320,000 | 44,054,000 | ||||||||
Amortization of definite-lived intangible assets and other assets | 118,654,000 | 65,786,000 | 33,701,000 | ||||||||
Amortization of program contract costs and net realizable value adjustments | 106,629,000 | 80,925,000 | 60,990,000 | ||||||||
General and administrative overhead expenses | 56,179,000 | 47,272,000 | 28,854,000 | ||||||||
Operating income (loss) | 505,941,000 | 329,312,000 | 333,157,000 | ||||||||
Goodwill | 1,964,041,000 | 1,376,594,000 | 1,964,041,000 | 1,376,594,000 | |||||||
Assets | 4,941,446,000 | 3,450,006,000 | 4,941,446,000 | 3,450,006,000 | |||||||
Capital expenditures | 78,865,000 | 35,694,000 | |||||||||
Operating segments | Other operating divisions segment | |||||||||||
Segment data | |||||||||||
Revenue | 71,570,000 | 56,944,000 | 54,181,000 | ||||||||
Depreciation of property and equipment | 2,350,000 | 1,891,000 | 1,496,000 | ||||||||
Amortization of definite-lived intangible assets and other assets | 6,842,000 | 5,034,000 | 4,398,000 | ||||||||
General and administrative overhead expenses | 973,000 | 1,350,000 | 1,697,000 | ||||||||
Operating income (loss) | 2,089,000 | 555,000 | 491,000 | ||||||||
Interest expense | 4,042,000 | 3,251,000 | 3,282,000 | ||||||||
Income (loss) from equity and cost method investments | 2,313,000 | 621,000 | 9,670,000 | ||||||||
Goodwill | 512,000 | 3,488,000 | 512,000 | 3,488,000 | |||||||
Assets | 356,380,000 | 296,657,000 | 356,380,000 | 296,657,000 | |||||||
Capital expenditures | 2,593,000 | 4,994,000 | |||||||||
Corporate | |||||||||||
Segment data | |||||||||||
Depreciation of property and equipment | 1,118,000 | 1,343,000 | 1,523,000 | ||||||||
General and administrative overhead expenses | 12,261,000 | 4,504,000 | 2,840,000 | ||||||||
Operating income (loss) | -13,379,000 | -5,847,000 | -4,363,000 | ||||||||
Interest expense | 170,820,000 | 159,686,000 | 125,271,000 | ||||||||
Assets | 154,346,000 | 400,809,000 | 154,346,000 | 400,809,000 | |||||||
Capital expenditures | $2,700,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS: (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2014 | Oct. 11, 2013 | Oct. 12, 2013 | Oct. 12, 2012 | |
item | |||||
8.375% Senior Unsecured Notes, due 2018 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 8.38% | ||||
6.375% Senior Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 6.38% | 6.38% | 6.38% | ||
6.125% Senior Unsecured Notes, due 2022 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 6.13% | 6.13% | 6.13% | 6.13% | |
5.625% Senior Unsecured Notes, due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.63% | ||||
5.375% Senior Unsecured Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.38% | 5.38% | |||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value | Cunningham | |||||
FAIR VALUE MEASUREMENTS: | |||||
Number of VIEs who classify investments as trading securities | 1 | ||||
Fair value of trading securities | $18,100,000 | ||||
Level 2 | Carrying Value | Revolving Credit Facility | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 338,000,000 | ||||
Level 2 | Carrying Value | 8.375% Senior Unsecured Notes, due 2018 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 235,225,000 | ||||
Level 2 | Carrying Value | 6.375% Senior Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 350,000,000 | 350,000,000 | |||
Level 2 | Carrying Value | 6.125% Senior Unsecured Notes, due 2022 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 500,000,000 | 500,000,000 | |||
Level 2 | Carrying Value | 5.625% Senior Unsecured Notes, due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 550,000,000 | ||||
Level 2 | Carrying Value | 5.375% Senior Unsecured Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 600,000,000 | 600,000,000 | |||
Level 2 | Carrying Value | Term Loan A | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 500,000,000 | 348,073,000 | |||
Level 2 | Carrying Value | Term Loan B | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 642,734,000 | 1,035,883,000 | |||
Level 2 | Carrying Value | Debt of variable interest entities | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 55,581,000 | 30,167,000 | |||
Level 2 | Carrying Value | Other operating divisions debt | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 86,263,000 | 118,822,000 | |||
Level 2 | Fair Value | Revolving Credit Facility | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 338,000,000 | ||||
Level 2 | Fair Value | 8.375% Senior Unsecured Notes, due 2018 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 259,547,000 | ||||
Level 2 | Fair Value | 6.375% Senior Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 360,938,000 | 355,800,000 | |||
Level 2 | Fair Value | 6.125% Senior Unsecured Notes, due 2022 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 497,525,000 | 503,475,000 | |||
Level 2 | Fair Value | 5.625% Senior Unsecured Notes, due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 532,813,000 | ||||
Level 2 | Fair Value | 5.375% Senior Unsecured Notes, due 2021 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 582,078,000 | 595,068,000 | |||
Level 2 | Fair Value | Term Loan A | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 495,000,000 | 341,982,000 | |||
Level 2 | Fair Value | Term Loan B | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 641,205,000 | 1,029,997,000 | |||
Level 2 | Fair Value | Debt of variable interest entities | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | 55,581,000 | 30,167,000 | |||
Level 2 | Fair Value | Other operating divisions debt | |||||
FAIR VALUE MEASUREMENTS: | |||||
Fair Value | $86,263,000 | 118,822,000 |
CONDENSED_CONSOLIDATED_FINANCI2
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 12, 2013 | Oct. 12, 2012 | Mar. 31, 2013 | Oct. 11, 2013 | Sep. 30, 2013 | Oct. 31, 2013 |
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Consolidated total debt | $3,928,700,000 | |||||||||
Cash | 17,682,000 | 280,104,000 | 22,865,000 | 12,967,000 | ||||||
Accounts and other receivables | 383,503,000 | 309,156,000 | ||||||||
Other current assets | 118,476,000 | 108,611,000 | ||||||||
Assets held for sale | 6,504,000 | |||||||||
Total current assets | 526,165,000 | 697,871,000 | ||||||||
Assets held for sale | 8,817,000 | |||||||||
Property and equipment, net | 752,538,000 | 596,071,000 | ||||||||
Restricted cash - long term | 11,747,000 | |||||||||
Other long-term assets | 246,761,000 | 232,917,000 | ||||||||
Total other long-term assets | 255,578,000 | 244,664,000 | ||||||||
Goodwill and other intangible assets | 3,917,891,000 | 2,608,866,000 | ||||||||
Total assets | 5,452,172,000 | 4,147,472,000 | ||||||||
Accounts payable and accrued liabilities | 258,371,000 | 196,174,000 | ||||||||
Current portion of long-term debt | 113,116,000 | 46,346,000 | ||||||||
Current portion of affiliate long-term debt | 2,625,000 | 2,367,000 | ||||||||
Other current liabilities | 117,417,000 | 98,494,000 | ||||||||
Liabilities held for sale | 2,477,000 | |||||||||
Total current liabilities | 494,006,000 | 343,381,000 | ||||||||
Long-term debt | 3,796,666,000 | 2,966,402,000 | ||||||||
Affiliate long-term debt | 16,309,000 | 18,925,000 | ||||||||
Other liabilities | 739,848,000 | 413,060,000 | ||||||||
Total liabilities | 5,046,829,000 | 3,741,768,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | 427,882,000 | 396,370,000 | ||||||||
Noncontrolling interests in consolidated subsidiaries | -22,539,000 | 9,334,000 | ||||||||
Total liabilities and equity (deficit) | 5,452,172,000 | 4,147,472,000 | ||||||||
5.375% Senior Unsecured Notes, due 2021 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 5.38% | 5.38% | ||||||||
5.625% Senior Notes, due | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 5.63% | 5.63% | ||||||||
6.125% Senior Unsecured Notes, due 2022 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 6.13% | 6.13% | 6.13% | 6.13% | ||||||
9.25% Senior Secured Second Lien Notes due 2017 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 9.25% | |||||||||
6.375% Senior Notes, due 2021 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 6.38% | 6.38% | 6.38% | |||||||
4.875% Notes | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 4.88% | 4.88% | 4.88% | |||||||
3.0% Notes | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 3.00% | 3.00% | ||||||||
Sinclair Broadcast Group, Inc. | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Amount of debt guaranteed by parent | 3,752,100,000 | |||||||||
Sinclair Television Group, Inc. | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Consolidated total debt | 3,801,700,000 | |||||||||
Sinclair Television Group, Inc. | 5.375% Senior Unsecured Notes, due 2021 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 5.38% | |||||||||
Sinclair Television Group, Inc. | 5.625% Senior Notes, due | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 5.63% | |||||||||
Sinclair Television Group, Inc. | 6.125% Senior Unsecured Notes, due 2022 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 6.13% | |||||||||
Sinclair Television Group, Inc. | 6.375% Senior Notes, due 2021 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Interest rate (as a percent) | 6.38% | |||||||||
Reportable legal entities | Sinclair Broadcast Group, Inc. | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Accounts and other receivables | 59,000 | |||||||||
Other current assets | 5,741,000 | 5,500,000 | ||||||||
Total current assets | 5,741,000 | 5,559,000 | ||||||||
Property and equipment, net | 3,949,000 | 5,017,000 | ||||||||
Investment in consolidated subsidiaries | 395,225,000 | 363,231,000 | ||||||||
Other long-term assets | 65,988,000 | 78,849,000 | ||||||||
Total other long-term assets | 461,213,000 | 442,080,000 | ||||||||
Total assets | 470,903,000 | 452,656,000 | ||||||||
Accounts payable and accrued liabilities | 541,000 | 234,000 | ||||||||
Current portion of long-term debt | 529,000 | 556,000 | ||||||||
Current portion of affiliate long-term debt | 1,464,000 | 1,294,000 | ||||||||
Other current liabilities | 1,208,000 | 3,529,000 | ||||||||
Total current liabilities | 3,742,000 | 5,613,000 | ||||||||
Long-term debt | 529,000 | |||||||||
Affiliate long-term debt | 3,508,000 | 4,972,000 | ||||||||
Other liabilities | 35,771,000 | 45,172,000 | ||||||||
Total liabilities | 43,021,000 | 56,286,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | 427,882,000 | 396,370,000 | ||||||||
Total liabilities and equity (deficit) | 470,903,000 | 452,656,000 | ||||||||
Reportable legal entities | Sinclair Television Group, Inc. | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Cash | 3,394,000 | 237,974,000 | 7,230,000 | |||||||
Accounts and other receivables | 164,000 | 818,000 | ||||||||
Other current assets | 12,996,000 | 25,887,000 | ||||||||
Total current assets | 16,554,000 | 264,679,000 | ||||||||
Property and equipment, net | 17,554,000 | 13,561,000 | ||||||||
Investment in consolidated subsidiaries | 3,585,037,000 | 2,508,058,000 | ||||||||
Restricted cash - long term | 11,524,000 | |||||||||
Other long-term assets | 595,112,000 | 503,674,000 | ||||||||
Total other long-term assets | 4,180,149,000 | 3,023,256,000 | ||||||||
Goodwill and other intangible assets | 1,483,000 | |||||||||
Total assets | 4,215,740,000 | 3,301,496,000 | ||||||||
Accounts payable and accrued liabilities | 46,083,000 | 51,781,000 | ||||||||
Current portion of long-term debt | 42,953,000 | 37,335,000 | ||||||||
Total current liabilities | 89,036,000 | 89,116,000 | ||||||||
Long-term debt | 3,679,004,000 | 2,793,334,000 | ||||||||
Other liabilities | 28,856,000 | 23,645,000 | ||||||||
Total liabilities | 3,796,896,000 | 2,906,095,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | 418,844,000 | 395,401,000 | ||||||||
Total liabilities and equity (deficit) | 4,215,740,000 | 3,301,496,000 | ||||||||
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Cash | 1,749,000 | 28,594,000 | 199,000 | |||||||
Accounts and other receivables | 359,486,000 | 281,822,000 | ||||||||
Other current assets | 98,751,000 | 67,279,000 | ||||||||
Total current assets | 459,986,000 | 377,695,000 | ||||||||
Assets held for sale | 1,843,000 | |||||||||
Property and equipment, net | 569,372,000 | 454,917,000 | ||||||||
Investment in consolidated subsidiaries | 3,978,000 | 4,179,000 | ||||||||
Restricted cash - long term | 223,000 | |||||||||
Other long-term assets | 90,914,000 | 62,435,000 | ||||||||
Total other long-term assets | 96,735,000 | 66,837,000 | ||||||||
Goodwill and other intangible assets | 3,821,985,000 | 2,486,794,000 | ||||||||
Total assets | 4,948,078,000 | 3,386,243,000 | ||||||||
Accounts payable and accrued liabilities | 201,102,000 | 126,245,000 | ||||||||
Current portion of long-term debt | 1,302,000 | 1,007,000 | ||||||||
Current portion of affiliate long-term debt | 1,182,000 | 1,073,000 | ||||||||
Other current liabilities | 107,867,000 | 87,612,000 | ||||||||
Total current liabilities | 311,453,000 | 215,937,000 | ||||||||
Long-term debt | 34,338,000 | 35,709,000 | ||||||||
Affiliate long-term debt | 12,802,000 | 13,984,000 | ||||||||
Other liabilities | 1,003,213,000 | 610,491,000 | ||||||||
Total liabilities | 1,361,806,000 | 876,121,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | 3,586,272,000 | 2,510,122,000 | ||||||||
Total liabilities and equity (deficit) | 4,948,078,000 | 3,386,243,000 | ||||||||
Reportable legal entities | Non-Guarantor Subsidiaries | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Cash | 12,539,000 | 13,536,000 | 15,436,000 | |||||||
Accounts and other receivables | 25,111,000 | 27,479,000 | ||||||||
Other current assets | 12,721,000 | 16,391,000 | ||||||||
Assets held for sale | 6,504,000 | |||||||||
Total current assets | 56,875,000 | 57,406,000 | ||||||||
Assets held for sale | 6,974,000 | |||||||||
Property and equipment, net | 168,762,000 | 130,019,000 | ||||||||
Other long-term assets | 115,375,000 | 132,840,000 | ||||||||
Total other long-term assets | 122,349,000 | 132,840,000 | ||||||||
Goodwill and other intangible assets | 209,724,000 | 214,325,000 | ||||||||
Total assets | 557,710,000 | 534,590,000 | ||||||||
Accounts payable and accrued liabilities | 24,325,000 | 17,161,000 | ||||||||
Current portion of long-term debt | 68,332,000 | 6,900,000 | ||||||||
Current portion of affiliate long-term debt | 1,026,000 | 1,003,000 | ||||||||
Other current liabilities | 9,749,000 | 9,645,000 | ||||||||
Liabilities held for sale | 2,477,000 | |||||||||
Total current liabilities | 105,909,000 | 34,709,000 | ||||||||
Long-term debt | 83,324,000 | 135,071,000 | ||||||||
Affiliate long-term debt | 319,901,000 | 294,919,000 | ||||||||
Other liabilities | 169,935,000 | 145,828,000 | ||||||||
Total liabilities | 679,069,000 | 610,527,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | -94,632,000 | -85,271,000 | ||||||||
Noncontrolling interests in consolidated subsidiaries | -26,727,000 | 9,334,000 | ||||||||
Total liabilities and equity (deficit) | 557,710,000 | 534,590,000 | ||||||||
Eliminations | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||
Accounts and other receivables | -1,258,000 | -1,022,000 | ||||||||
Other current assets | -11,733,000 | -6,446,000 | ||||||||
Total current assets | -12,991,000 | -7,468,000 | ||||||||
Property and equipment, net | -7,099,000 | -7,443,000 | ||||||||
Investment in consolidated subsidiaries | -3,984,240,000 | -2,875,468,000 | ||||||||
Other long-term assets | -620,628,000 | -544,881,000 | ||||||||
Total other long-term assets | -4,604,868,000 | -3,420,349,000 | ||||||||
Goodwill and other intangible assets | -115,301,000 | -92,253,000 | ||||||||
Total assets | -4,740,259,000 | -3,527,513,000 | ||||||||
Accounts payable and accrued liabilities | -13,680,000 | 753,000 | ||||||||
Current portion of long-term debt | 548,000 | |||||||||
Current portion of affiliate long-term debt | -1,047,000 | -1,003,000 | ||||||||
Other current liabilities | -1,407,000 | -2,292,000 | ||||||||
Total current liabilities | -16,134,000 | -1,994,000 | ||||||||
Long-term debt | 1,759,000 | |||||||||
Affiliate long-term debt | -319,902,000 | -294,950,000 | ||||||||
Other liabilities | -497,927,000 | -412,076,000 | ||||||||
Total liabilities | -833,963,000 | -707,261,000 | ||||||||
Total Sinclair Broadcast Group shareholders' deficit | -3,910,484,000 | -2,820,252,000 | ||||||||
Noncontrolling interests in consolidated subsidiaries | 4,188,000 | |||||||||
Total liabilities and equity (deficit) | ($4,740,259,000) | ($3,527,513,000) |
CONDENSED_CONSOLIDATED_FINANCI3
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Net revenue | $613,818 | $494,956 | $455,136 | $412,648 | $427,715 | $338,644 | $314,154 | $282,618 | $1,976,558 | $1,363,131 | $1,061,679 |
Program and production | 577,013 | 385,104 | 255,556 | ||||||||
Selling, general and administrative | 440,019 | 302,858 | 204,670 | ||||||||
Depreciation, amortization and other operating expenses | 464,875 | 351,149 | 272,168 | ||||||||
Total operating expenses | 1,481,907 | 1,039,111 | 732,394 | ||||||||
Operating income | 208,949 | 101,663 | 103,039 | 81,000 | 103,286 | 72,798 | 84,280 | 63,656 | 494,651 | 324,020 | 329,285 |
Interest expense | -174,862 | -162,937 | -128,553 | ||||||||
Other income (expense) | -7,242 | -55,575 | 11,608 | ||||||||
Total other income (expense) | -182,104 | -218,512 | -116,945 | ||||||||
Income tax benefit (provision) | -97,432 | -41,249 | -67,852 | ||||||||
Income from discontinued operations, net of taxes | 6,100 | 5,103 | 355 | 11,558 | 465 | ||||||
Net income (loss) | 215,115 | 75,817 | 144,953 | ||||||||
Net loss attributable to the noncontrolling interests | -2,836 | -2,349 | -287 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | 95,445 | 48,341 | 41,335 | 27,158 | 2,303 | 36,342 | 17,826 | 16,997 | 212,279 | 73,468 | 144,666 |
Comprehensive income | 211,759 | 78,257 | 144,808 | ||||||||
Reportable legal entities | Sinclair Broadcast Group, Inc. | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Program and production | 15 | ||||||||||
Selling, general and administrative | 4,320 | 3,733 | 2,853 | ||||||||
Depreciation, amortization and other operating expenses | 1,068 | 1,307 | 1,523 | ||||||||
Total operating expenses | 5,388 | 5,055 | 4,376 | ||||||||
Operating income | -5,388 | -5,055 | -4,376 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | 211,782 | 97,138 | 144,620 | ||||||||
Interest expense | -573 | -1,083 | -1,317 | ||||||||
Other income (expense) | 4,377 | 4,633 | 5,245 | ||||||||
Total other income (expense) | 215,586 | 100,688 | 148,548 | ||||||||
Income tax benefit (provision) | 2,081 | -22,165 | 494 | ||||||||
Net income (loss) | 212,279 | 73,468 | 144,666 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | 212,279 | 73,468 | 144,666 | ||||||||
Comprehensive income | 211,759 | 78,257 | 144,808 | ||||||||
Reportable legal entities | Sinclair Television Group, Inc. | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Program and production | 76 | 357 | 322 | ||||||||
Selling, general and administrative | 57,799 | 48,363 | 28,762 | ||||||||
Depreciation, amortization and other operating expenses | 5,425 | 3,105 | 1,890 | ||||||||
Total operating expenses | 63,300 | 51,825 | 30,974 | ||||||||
Operating income | -63,300 | -51,825 | -30,974 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | 373,228 | 309,388 | 194,686 | ||||||||
Interest expense | -163,347 | -152,174 | -118,491 | ||||||||
Other income (expense) | -14,651 | -59,033 | 38,677 | ||||||||
Total other income (expense) | 195,230 | 98,181 | 114,872 | ||||||||
Income tax benefit (provision) | 83,897 | 47,645 | 41,709 | ||||||||
Income from discontinued operations, net of taxes | 11,063 | -269 | |||||||||
Net income (loss) | 215,827 | 105,064 | 125,338 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | 215,827 | 105,064 | 125,338 | ||||||||
Comprehensive income | 213,284 | 107,243 | 125,193 | ||||||||
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Net revenue | 1,870,408 | 1,296,736 | 1,008,146 | ||||||||
Program and production | 573,725 | 391,410 | 263,802 | ||||||||
Selling, general and administrative | 359,880 | 241,548 | 168,540 | ||||||||
Depreciation, amortization and other operating expenses | 367,514 | 275,889 | 213,681 | ||||||||
Total operating expenses | 1,301,119 | 908,847 | 646,023 | ||||||||
Operating income | 569,289 | 387,889 | 362,123 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | -201 | 1,009 | -123 | ||||||||
Interest expense | -4,869 | -4,965 | -4,840 | ||||||||
Other income (expense) | 998 | 245 | -39,781 | ||||||||
Total other income (expense) | -4,072 | -3,711 | -44,744 | ||||||||
Income tax benefit (provision) | -185,193 | -73,266 | -118,519 | ||||||||
Income from discontinued operations, net of taxes | 495 | 734 | |||||||||
Net income (loss) | 380,024 | 311,407 | 199,594 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | 380,024 | 311,407 | 199,594 | ||||||||
Comprehensive income | 378,926 | 311,407 | 199,594 | ||||||||
Reportable legal entities | Non-Guarantor Subsidiaries | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Net revenue | 192,616 | 123,017 | 64,909 | ||||||||
Program and production | 84,592 | 50,950 | 1,400 | ||||||||
Selling, general and administrative | 20,099 | 9,132 | 6,082 | ||||||||
Depreciation, amortization and other operating expenses | 92,635 | 71,319 | 55,802 | ||||||||
Total operating expenses | 197,326 | 131,401 | 63,284 | ||||||||
Operating income | -4,710 | -8,384 | 1,625 | ||||||||
Interest expense | -27,364 | -25,624 | -24,780 | ||||||||
Other income (expense) | 2,024 | 5,361 | 8,690 | ||||||||
Total other income (expense) | -25,340 | -20,263 | -16,090 | ||||||||
Income tax benefit (provision) | 1,783 | 2,637 | 8,464 | ||||||||
Net income (loss) | -28,267 | -26,010 | -6,001 | ||||||||
Net loss attributable to the noncontrolling interests | -2,836 | -2,349 | -287 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | -31,103 | -28,359 | -6,288 | ||||||||
Comprehensive income | -27,982 | -28,098 | -6,288 | ||||||||
Eliminations | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||||||||||
Net revenue | -86,466 | -56,622 | -11,376 | ||||||||
Program and production | -81,380 | -57,628 | -9,968 | ||||||||
Selling, general and administrative | -2,079 | 82 | -1,567 | ||||||||
Depreciation, amortization and other operating expenses | -1,767 | -471 | -728 | ||||||||
Total operating expenses | -85,226 | -58,017 | -12,263 | ||||||||
Operating income | -1,240 | 1,395 | 887 | ||||||||
Equity in earnings (loss) of consolidated subsidiaries | -584,809 | -407,535 | -339,183 | ||||||||
Interest expense | 21,291 | 20,909 | 20,875 | ||||||||
Other income (expense) | 10 | -6,781 | -1,223 | ||||||||
Total other income (expense) | -563,508 | -393,407 | -319,531 | ||||||||
Income tax benefit (provision) | 3,900 | ||||||||||
Net income (loss) | -564,748 | -388,112 | -318,644 | ||||||||
Net income (loss) attributable to Sinclair Broadcast Gr | -564,748 | -388,112 | -318,644 | ||||||||
Comprehensive income | ($564,228) | ($388,112) | ($318,499) |
CONDENSED_CONSOLIDATED_FINANCI4
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $430,454 | $160,577 | $237,475 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | -81,458 | -43,388 | -43,986 |
Payments for acquisitions of television stations, net of cash acquired | -1,485,039 | -1,006,144 | -1,135,348 |
Proceeds from sale of broadcast assets | 176,675 | 49,738 | |
Payments for acquisitions in other operating divisions | -4,650 | ||
Purchase of alarm monitoring contracts | -27,701 | -23,721 | -12,454 |
(Increase) decrease in restricted cash | 11,616 | -11,522 | 58,501 |
Investments in equity and cost method investees | -8,104 | -10,767 | -24,052 |
Investment in marketable securities | -11,604 | ||
Proceeds from insurance settlement | -17,042 | ||
Other, net | -387 | 10,817 | |
Net cash flows from (used in) investing activities | -1,397,356 | -1,051,241 | -1,149,284 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Proceeds from notes payable, commercial bank financing and capital leases | 1,500,720 | 2,278,293 | 1,247,255 |
Repayments of notes payable, commercial bank financing and capital leases | -582,764 | -1,509,760 | -179,356 |
Repurchase of outstanding Class A Common Stock | -133,157 | ||
Proceeds from the sale of Class A Common Stock | 472,913 | ||
Dividends paid on Class A and Class B common stock | -61,103 | -56,767 | -123,852 |
Payments for deferred financing costs | -16,590 | -27,724 | -18,707 |
Noncontrolling interests (contributions) distributions | -8,184 | -10,256 | -1,142 |
Other, net | 5,558 | 1,204 | |
Net cash flows from (used in) financing activities | 704,480 | 1,147,903 | 921,707 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -262,422 | 257,239 | 9,898 |
CASH AND CASH EQUIVALENTS, beginning of period | 280,104 | 22,865 | 12,967 |
CASH AND CASH EQUIVALENTS, end of period | 17,682 | 280,104 | 22,865 |
Reportable legal entities | Sinclair Broadcast Group, Inc. | |||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | -26,528 | -37,107 | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Other, net | 1,000 | 1,648 | |
Net cash flows from (used in) investing activities | 1,000 | 1,648 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Repayments of notes payable, commercial bank financing and capital leases | -556 | -482 | |
Repurchase of outstanding Class A Common Stock | -133,157 | ||
Proceeds from the sale of Class A Common Stock | 472,913 | ||
Dividends paid on Class A and Class B common stock | -61,103 | -56,767 | |
Increase (decrease) in intercompany payables | 218,081 | -371,331 | |
Other, net | 2,263 | -8,874 | |
Net cash flows from (used in) financing activities | 25,528 | 35,459 | |
Reportable legal entities | Sinclair Television Group, Inc. | |||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | -147,940 | -264,925 | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | -8,864 | -2,700 | |
(Increase) decrease in restricted cash | 11,525 | -11,522 | |
Proceeds from insurance settlement | -17,042 | ||
Net cash flows from (used in) investing activities | 19,703 | -14,222 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Proceeds from notes payable, commercial bank financing and capital leases | 1,466,500 | 2,189,753 | |
Repayments of notes payable, commercial bank financing and capital leases | -574,584 | -1,473,898 | |
Payments for deferred financing costs | -16,590 | -27,724 | |
Increase (decrease) in intercompany payables | -981,669 | -178,240 | |
Net cash flows from (used in) financing activities | -106,343 | 509,891 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -234,580 | 230,744 | |
CASH AND CASH EQUIVALENTS, beginning of period | 237,974 | 7,230 | |
CASH AND CASH EQUIVALENTS, end of period | 3,394 | 237,974 | |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | |||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | 628,103 | 444,680 | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | -71,152 | -35,659 | |
Payments for acquisitions of television stations, net of cash acquired | -1,485,039 | -998,664 | |
Proceeds from sale of broadcast assets | 176,675 | 71,738 | |
(Increase) decrease in restricted cash | 91 | ||
Other, net | 392 | 50 | |
Net cash flows from (used in) investing activities | -1,379,033 | -962,535 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Proceeds from notes payable, commercial bank financing and capital leases | 507 | ||
Repayments of notes payable, commercial bank financing and capital leases | -1,028 | -1,069 | |
Increase (decrease) in intercompany payables | 725,678 | 548,139 | |
Other, net | -1,072 | -820 | |
Net cash flows from (used in) financing activities | 724,085 | 546,250 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -26,845 | 28,395 | |
CASH AND CASH EQUIVALENTS, beginning of period | 28,594 | 199 | |
CASH AND CASH EQUIVALENTS, end of period | 1,749 | 28,594 | |
Reportable legal entities | Non-Guarantor Subsidiaries | |||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | -35,694 | -40,414 | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | -2,722 | -5,029 | |
Payments for acquisitions of television stations, net of cash acquired | -50,480 | ||
Proceeds from sale of broadcast assets | 21,000 | ||
Payments for acquisitions in other operating divisions | -4,650 | ||
Purchase of alarm monitoring contracts | -27,701 | -23,721 | |
Investments in equity and cost method investees | -8,104 | -10,767 | |
Investment in marketable securities | -696 | ||
Other, net | -1,779 | 9,119 | |
Net cash flows from (used in) investing activities | -40,306 | -65,224 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Proceeds from notes payable, commercial bank financing and capital leases | 33,713 | 88,540 | |
Repayments of notes payable, commercial bank financing and capital leases | -6,596 | -34,311 | |
Noncontrolling interests (contributions) distributions | -8,184 | -10,256 | |
Increase (decrease) in intercompany payables | 51,703 | 59,765 | |
Other, net | 4,367 | ||
Net cash flows from (used in) financing activities | 75,003 | 103,738 | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -997 | -1,900 | |
CASH AND CASH EQUIVALENTS, beginning of period | 13,536 | 15,436 | |
CASH AND CASH EQUIVALENTS, end of period | 12,539 | 13,536 | |
Eliminations | |||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | |||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | 12,513 | 58,343 | |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | 1,280 | ||
Payments for acquisitions of television stations, net of cash acquired | 43,000 | ||
Proceeds from sale of broadcast assets | -43,000 | ||
Investment in marketable securities | -10,908 | ||
Net cash flows from (used in) investing activities | 1,280 | -10,908 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | |||
Increase (decrease) in intercompany payables | -13,793 | -58,333 | |
Other, net | 10,898 | ||
Net cash flows from (used in) financing activities | ($13,793) | ($47,435) |
QUARTERLY_FINANCIAL_INFORMATIO2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED): (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total revenues, net | $613,818 | $494,956 | $455,136 | $412,648 | $427,715 | $338,644 | $314,154 | $282,618 | $1,976,558 | $1,363,131 | $1,061,679 |
Operating income | 208,949 | 101,663 | 103,039 | 81,000 | 103,286 | 72,798 | 84,280 | 63,656 | 494,651 | 324,020 | 329,285 |
Income from continuing operations | 97,089 | 48,768 | 41,601 | 27,657 | 4,237 | 30,551 | 12,956 | 16,515 | 215,115 | 64,259 | 144,488 |
Income from discontinued operations | 6,100 | 5,103 | 355 | 11,558 | 465 | ||||||
Net income attributable to Sinclair Broadcast Group | $95,445 | $48,341 | $41,335 | $27,158 | $2,303 | $36,342 | $17,826 | $16,997 | $212,279 | $73,468 | $144,666 |
Basic earnings per common share from continuing operations attributable to Sinclair Broadcast Group (in dollars per share) | $0.99 | $0.50 | $0.43 | $0.27 | $0.02 | $0.30 | $0.14 | $0.20 | $2.19 | $0.66 | $1.78 |
Basic earnings per common share attributable to Sinclair Broadcast Group (in dollars per share) | $0.99 | $0.50 | $0.43 | $0.27 | $0.02 | $0.37 | $0.19 | $0.21 | $2.19 | $0.79 | $1.79 |
Diluted earnings per common share from continuing operations attributable to Sinclair Broadcast Group (in dollars per share) | $0.98 | $0.49 | $0.42 | $0.27 | $0.02 | $0.30 | $0.14 | $0.20 | $2.17 | $0.66 | $1.78 |
Diluted earnings per common share attributable to Sinclair Broadcast Group (in dollars per share) | $0.98 | $0.49 | $0.42 | $0.27 | $0.02 | $0.36 | $0.19 | $0.21 | $2.17 | $0.78 | $1.78 |