Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Entity Listings | ||
Entity Registrant Name | SINCLAIR BROADCAST GROUP INC | |
Entity Central Index Key | 912752 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Entity Listings | ||
Entity Common Stock, Shares Outstanding | 69,518,193 | |
Class B Common Stock | ||
Entity Listings | ||
Entity Common Stock, Shares Outstanding | 25,928,357 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $57,843 | $17,682 |
Accounts receivable, net of allowance for doubtful accounts of $4,387 and $4,246, respectively | 368,696 | 383,503 |
Current portion of program contract costs | 66,405 | 88,198 |
Income taxes receivable | 3,314 | |
Prepaid expenses and other current assets | 33,213 | 21,338 |
Deferred barter costs | 7,620 | 5,626 |
Assets held for sale | 6,504 | |
Total current assets | 533,777 | 526,165 |
ASSETS HELD FOR SALE | 1,843 | 8,817 |
PROGRAM CONTRACT COSTS, less current portion | 30,703 | 38,531 |
PROPERTY AND EQUIPMENT, net | 742,397 | 752,538 |
GOODWILL | 1,951,074 | 1,964,553 |
BROADCAST LICENSES | 130,915 | 135,075 |
DEFINITE-LIVED INTANGIBLE ASSETS, net | 1,822,211 | 1,818,263 |
OTHER ASSETS | 204,559 | 208,230 |
Total assets | 5,417,479 | 5,452,172 |
CURRENT LIABILITIES: | ||
Accounts payable | 7,346 | 12,248 |
Accrued liabilities | 237,709 | 246,123 |
Income taxes payable | 26,431 | |
Current portion of notes payable, capital leases and commercial bank financing | 58,826 | 113,116 |
Current portion of notes and capital leases payable to affiliates | 2,778 | 2,625 |
Current portion of program contracts payable | 83,632 | 104,922 |
Deferred barter revenues | 7,768 | 5,806 |
Deferred tax liabilities | 6,689 | 6,689 |
Liabilities held for sale | 2,477 | |
Total current liabilities | 431,179 | 494,006 |
LONG-TERM LIABILITIES: | ||
Notes payable, capital leases and commercial bank financing, less current portion | 3,831,823 | 3,796,666 |
Notes payable and capital leases to affiliates, less current portion | 17,605 | 16,309 |
Program contracts payable, less current portion | 55,013 | 60,605 |
Deferred tax liabilities | 591,245 | 602,243 |
Other long-term liabilities | 78,174 | 77,000 |
Total liabilities | 5,005,039 | 5,046,829 |
COMMITMENTS AND CONTINGENCIES (See Note 4) | ||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY: | ||
Additional paid-in capital | 979,914 | 979,202 |
Accumulated deficit | -537,253 | -545,820 |
Accumulated other comprehensive loss | -6,371 | -6,455 |
Total Sinclair Broadcast Group shareholders' equity | 437,244 | 427,882 |
Noncontrolling interests | -24,804 | -22,539 |
Total equity | 412,440 | 405,343 |
Total liabilities and equity | 5,417,479 | 5,452,172 |
Class A Common Stock | ||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY: | ||
Common Stock | 695 | 696 |
Class B Common Stock | ||
SINCLAIR BROADCAST GROUP SHAREHOLDERS' EQUITY: | ||
Common Stock | $259 | $259 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $4,387,000 | $4,246,000 |
Total assets of variable interest entities (in dollars) | 159,100,000 | 163,300,000 |
Total liabilities of variable interest entities (in dollars) | $31,600,000 | $30,000,000 |
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 | 69,491,915 | 69,578,899 |
Common Stock, shares outstanding | 69,491,915 | 69,578,899 |
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 | 25,928,357 |
Common Stock, shares outstanding | 25,928,357 | 25,928,357 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUES: | ||
Station broadcast revenues, net of agency commissions | $464,163 | $373,881 |
Revenues realized from station barter arrangements | 20,959 | 24,025 |
Other operating divisions revenues | 19,653 | 14,742 |
Total revenues | 504,775 | 412,648 |
OPERATING EXPENSES: | ||
Station production expenses | 171,015 | 127,039 |
Station selling, general and administrative expenses | 101,887 | 81,925 |
Expenses recognized from station barter arrangements | 17,412 | 21,477 |
Amortization of program contract costs and net realizable value adjustments | 30,391 | 23,941 |
Other operating divisions expenses | 15,823 | 12,325 |
Depreciation of property and equipment | 25,189 | 24,378 |
Corporate general and administrative expenses | 16,016 | 15,835 |
Amortization of definite-lived intangible assets | 39,980 | 24,728 |
Research and development expenses | 2,515 | |
Total operating expenses | 420,228 | 331,648 |
Operating income | 84,547 | 81,000 |
OTHER INCOME (EXPENSE): | ||
Interest expense and amortization of debt discount and deferred financing costs | -46,648 | -39,538 |
Income from equity and cost method investments | 3,146 | 98 |
Other income, net | 218 | 917 |
Total other expense, net | -43,284 | -38,523 |
Income before income taxes | 41,263 | 42,477 |
INCOME TAX PROVISION | -16,427 | -14,820 |
NET INCOME | 24,836 | 27,657 |
Net income attributable to the noncontrolling interests | -554 | -499 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | $24,282 | $27,158 |
Dividends declared per share (in dollars per share) | $0.17 | $0.15 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP: | ||
Basic earnings per share (in dollars per share) | $0.26 | $0.27 |
Diluted earnings per share (in dollars per share) | $0.25 | $0.27 |
Weighted average common shares outstanding (in shares) | 95,131 | 98,824 |
Weighted average common and common equivalent shares outstanding (in shares) | 95,771 | 99,502 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $24,836 | $27,657 |
Amortization of net periodic pension benefit costs, net of taxes | 84 | -86 |
Unrealized gain on investments, net of taxes | 125 | |
Comprehensive income | 24,920 | 27,696 |
Comprehensive (income) loss attributable to the noncontrolling interests | -554 | -499 |
Comprehensive income attributable to Sinclair Broadcast Group | $24,366 | $27,197 |
CONSOLIDATED_STATEMENT_OF_EQUI
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (USD $) | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interest | Total |
In Thousands, except Share data, unless otherwise specified | Common Stock | Common Stock | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | ||||||||
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 | -14,696 | -14,696 | |||||||
Repurchases of Class A Common Stock | -29 | -82,342 | -82,371 | ||||||
Repurchases of Class A Common Stock (in shares) | -2,910,106 | ||||||||
Class A Common Stock issued pursuant to employee benefit plans | 1 | 4,951 | 4,952 | ||||||
Class A Common Stock issued pursuant to employee benefit plans (in shares) | 106,453 | ||||||||
Tax benefit on share based awards | 1,342 | 1,342 | |||||||
Distributions to noncontrolling interests | -260 | -260 | |||||||
Other Comprehensive Income | 39 | 39 | |||||||
Net income | 27,158 | 499 | 27,657 | ||||||
BALANCE at Mar. 31, 2014 | 713 | 260 | 1,018,869 | -684,534 | -2,514 | 9,573 | 342,367 | ||
BALANCE (in shares) at Mar. 31, 2014 | 71,341,916 | 26,028,357 | |||||||
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 | 69,578,899 | 25,928,357 | 25,928,357 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared and paid on Class A and Class B Common Stock | -15,715 | -15,715 | |||||||
Repurchases of Class A Common Stock | -3 | -7,800 | -7,803 | ||||||
Repurchases of Class A Common Stock (in shares) | -304,787 | 300,000 | |||||||
Class A Common Stock issued pursuant to employee benefit plans | 2 | 7,824 | 7,826 | ||||||
Class A Common Stock issued pursuant to employee benefit plans (in shares) | 217,803 | ||||||||
Tax benefit on share based awards | 688 | 688 | |||||||
Distributions to noncontrolling interests | -2,819 | -2,819 | |||||||
Other Comprehensive Income | 84 | 84 | |||||||
Net income | 24,282 | 554 | 24,836 | ||||||
BALANCE at Mar. 31, 2015 | $695 | $259 | $979,914 | ($537,253) | ($6,371) | ($24,804) | $412,440 | ||
BALANCE (in shares) at Mar. 31, 2015 | 69,491,915 | 69,491,915 | 25,928,357 | 25,928,357 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: | ||
Net income | $24,836 | $27,657 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation of property and equipment | 25,189 | 24,378 |
Amortization of definite-lived intangible and other assets | 39,980 | 24,728 |
Amortization of program contract costs and net realizable value adjustments | 30,391 | 23,941 |
Stock-based compensation | 7,057 | 4,769 |
Deferred tax benefit | -9,963 | -7,361 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Decrease in accounts receivable | 19,619 | 17,498 |
(Decrease) increase in prepaid expenses and other current assets | -10,472 | 37,997 |
(Decrease) increase in accounts payable and accrued liabilities | -15,418 | 16,626 |
Increase (decrease) in income taxes payable | 29,786 | -11,517 |
Payments on program contracts payable | -27,624 | -23,966 |
Real estate held for development and sale | -3,006 | -2,349 |
Other, net | 1,244 | 3,859 |
Net cash flows from operating activities | 111,619 | 136,260 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | -23,648 | -11,907 |
Purchase of alarm monitoring contracts | -5,744 | -4,323 |
Distributions from equity and cost method investees | 4,152 | 739 |
Investments in equity and cost method investees | -2,945 | -2,154 |
Proceeds from termination of life insurance policies | 17,042 | |
Other, net | 272 | -1,363 |
Net cash flows used in investing activities | -27,913 | -1,966 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Proceeds from notes payable, commercial bank financing and capital leases | 7,866 | 5,885 |
Repayments of notes payable, commercial bank financing and capital leases | -25,055 | -6,396 |
Dividends paid on Class A and Class B Common Stock | -15,715 | -14,696 |
Repurchase of outstanding Class A Common Stock | -7,803 | -82,371 |
Noncontrolling interests distributions | -2,819 | -260 |
Other, net | -19 | 1,251 |
Net cash flows used in financing activities | -43,545 | -96,587 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 40,161 | 37,707 |
CASH AND CASH EQUIVALENTS, beginning of period | 17,682 | 280,104 |
CASH AND CASH EQUIVALENTS, end of period | $57,843 | $317,811 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. Noncontrolling interests represents a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. | ||||||||
Interim Financial Statements | ||||||||
The consolidated financial statements for the three months ended March 31, 2015 and 2014 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statement of equity (deficit) and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements discussed below. | ||||||||
As permitted under the applicable rules and regulations of the Securities and Exchange Commission (SEC), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year. | ||||||||
Variable Interest Entities | ||||||||
In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary. The assets of each of our consolidated VIEs can only be used to settle the obligations of the VIE. All the liabilities are non-recourse to us except for certain debt of VIEs which we guarantee. | ||||||||
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 March 31, 2015 and December 31, 2014, we have concluded that 37 of these licensees are VIEs. 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 6. Related Person Transactions for more information about the arrangements with Cunningham. The net revenues of the stations which we consolidate were $64.8 million, and $66.5 million for the three months ended March 31, 2015, and 2014, 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 4. 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 for the periods presented (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 492 | $ | 491 | ||||
Accounts receivable | 18,186 | 19,521 | ||||||
Current portion of program contract costs | 9,171 | 9,544 | ||||||
Prepaid expenses and other current assets | 411 | 297 | ||||||
Total current assets | 28,260 | 29,853 | ||||||
PROGRAM CONTRACT COSTS, less current portion | 6,649 | 6,922 | ||||||
PROPERTY AND EQUIPMENT, net | 9,291 | 9,716 | ||||||
GOODWILL | 787 | 787 | ||||||
BROADCAST LICENSES | 16,935 | 16,935 | ||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 94,799 | 96,732 | ||||||
OTHER ASSETS | 2,340 | 2,376 | ||||||
Total assets | $ | 159,061 | $ | 163,321 | ||||
LIABILITIES | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 66 | $ | 68 | ||||
Accrued liabilities | 1,356 | 1,297 | ||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,666 | 3,659 | ||||||
Current portion of program contracts payable | 9,127 | 9,714 | ||||||
Total current liabilities | 14,215 | 14,738 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 27,721 | 28,640 | ||||||
Program contracts payable, less current portion | 11,381 | 10,161 | ||||||
Long term liabilities | 9,718 | 8,739 | ||||||
Total liabilities | $ | 63,035 | $ | 62,278 | ||||
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 March 31, 2015 and December 31, 2014, which are excluded from liabilities above, were $35.2 million and $34.4 million, respectively. The total capital lease liabilities, net of capital lease assets, excluded from the above were $4.3 million for March 31, 2015 and December 31, 2014. Also excluded from the amounts above are liabilities associated with the certain outsourcing agreements and purchase options with certain VIEs totaling $78.0 million and $78.1 million as of March 31, 2015 and December 31, 2014, 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 March 31, 2015 and December 31, 2014 was $21.5 million and $22.7 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 $3.3 million, and $0.2 million for the three months ended March 31, 2015 and 2014, respectively, related to these investments. | ||||||||
Recent Accounting Pronouncements | ||||||||
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. The new standard is effective for annual reporting periods beginning after December 15, 2016, but is under review based on the FASB’s recent decision to propose a one-year deferral. 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. | ||||||||
In April 2015, the FASB issued new guidance that amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This new standard is effective for fiscal years beginning after December 15, 2015. We are currently evaluating the impact of this new guidance on our financial statements. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates. | ||||||||
Revenue Recognition | ||||||||
Total revenues include: (i) cash and barter advertising revenues, net of agency commissions; (ii) retransmission consent fees; (iii) network compensation; (iv) other broadcast revenues and (v) revenues from our other operating divisions. | ||||||||
Advertising revenues, net of agency commissions, are recognized in the period during which time spots are aired. | ||||||||
Our retransmission consent agreements contain both advertising and retransmission consent elements. We have determined that our retransmission consent agreements are revenue arrangements with multiple deliverables. Advertising and retransmission consent deliverables sold under our agreements are separated into different units of accounting at fair value. Revenue applicable to the advertising element of the arrangement is recognized similar to the advertising revenue policy noted above. Revenue applicable to the retransmission consent element of the arrangement is recognized over the life of the agreement. | ||||||||
Network compensation revenue is recognized over the term of the contract. All other revenues are recognized as services are provided. | ||||||||
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 three months ended March 31, 2015, we have purchased approximately 0.3 million shares for $7.8 million. As of March 31, 2015, the total remaining authorization was $126.6 million. | ||||||||
Income Taxes | ||||||||
Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three months ended March 31, 2015 and 2014 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial portion of our available state net operating loss (NOL) carryforwards, based on past operating results, expected timing of the reversals of existing temporary book/tax basis differences, alternative tax strategies and projected future taxable income. | ||||||||
Our effective income tax rate for the three months ended March 31, 2015 would have exceeded the statutory rate primarily due to an increase in income tax provision resulting from a settlement of a state income tax positions. Our effective income tax rate for the three months ended March 31, 2014 approximated the statutory rate. | ||||||||
We believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $6.7 million, in the next twelve months, as a result of expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities. | ||||||||
Reclassifications | ||||||||
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation. | ||||||||
Subsequent Events | ||||||||
Effective April 30, 2015, we entered into an amendment and restatement of our bank credit agreement. Pursuant to the Amendment, we raised an additional $350.0 million of incremental term loan B commitments, which mature in July 2021 and bear interest at LIBOR plus 2.75% with a 0.75% LIBOR floor. The proceeds, net of issuance costs, from the amendment of term loan B were used to pay down the outstanding balance under our revolving credit facility, and for general corporate purposes. As of April 30, 2015, we had $483.0 million borrowing capacity under our revolving credit facility. | ||||||||
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
2. ACQUISITIONS | |||||||||||||||||
During 2014, we acquired a total of 21 stations in 15 markets for a purchase price of $1,434.5 million plus working capital of $47.3 million. All of these acquisitions provide expansion into additional markets and increases value based on the synergies we are achieving. | |||||||||||||||||
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. 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 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 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. | |||||||||||||||||
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 | 1,954 | 482 | 1,204 | 2,561 | 6,201 | ||||||||||||
Property and equipment | 23,462 | 8,300 | 46,600 | 8,400 | 86,762 | ||||||||||||
Broadcast licenses | 100 | — | 13,700 | 125 | 13,925 | ||||||||||||
Definite-lived intangible assets | 125,200 | 62,700 | 564,100 | 71,025 | 823,025 | ||||||||||||
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 | (1,914 | ) | (481 | ) | (1,140 | ) | (2,554 | ) | (6,089 | ) | |||||||
Deferred tax liability | — | — | (261,393 | ) | — | (261,393 | ) | ||||||||||
Other long term liabilities | — | (1,200 | ) | (17,025 | ) | — | (18,225 | ) | |||||||||
Fair value of identifiable net assets acquired | 147,193 | 69,591 | 499,679 | 79,993 | 796,456 | ||||||||||||
Goodwill | 58,698 | 48,699 | 535,558 | 42,443 | 685,398 | ||||||||||||
Total | $ | 205,891 | $ | 118,290 | $ | 1,035,237 | $ | 122,436 | $ | 1,481,854 | |||||||
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 acquisitions are preliminary pending a final determination of the fair values of the assets and liabilities. | |||||||||||||||||
During the quarter ended March 31, 2015, we made certain immaterial measurement period adjustments to the initial purchase accounting for the acquisitions in 2014, resulting in reclassifications between certain noncurrent assets and noncurrent liabilities, including an decrease to property and equipment of approximately $12.5 million, an decrease to broadcast licenses of $4.1 million, an increase to definite-lived intangible assets of $33.0 million, and a decrease to goodwill of $16.5 million, as well as a corresponding decrease to depreciation of $0.6 million and an increase to amortization of $0.3 million, during the quarter ended March 31, 2015. The comparable historical periods were not adjusted for these measurement period adjustments as they were not considered to be material. | |||||||||||||||||
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 | $ | 54,300 | $ | 44,775 | $ | 356,900 | $ | 42,625 | $ | 498,600 | |||||||
Decaying advertiser base | 19,200 | 12,100 | 38,500 | 9,100 | 78,900 | ||||||||||||
Other intangible assets | 51,700 | 5,825 | 168,700 | 19,300 | 245,525 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 125,200 | $ | 62,700 | $ | 564,100 | $ | 71,025 | $ | 823,025 | |||||||
Estimated goodwill deductible for tax purposes | $ | 58,698 | $ | 48,699 | $ | — | $ | 42,443 | $ | 149,840 | |||||||
In connection with the acquisitions, for the three months ended March 31, 2015 and 2014, we incurred a total of $0.1 million, and $1.0 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 for the three months ended March 31, 2014, 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 (in thousands, except per share data): | |||||||||||||||||
(Unaudited) | |||||||||||||||||
2014 | |||||||||||||||||
Total revenues | $ | 474,222 | |||||||||||||||
Net Income | $ | 18,401 | |||||||||||||||
Net Income attributable to Sinclair Broadcast Group | $ | 17,902 | |||||||||||||||
Basic earnings per share attributable to Sinclair Broadcast Group | $ | 0.18 | |||||||||||||||
Diluted earnings per share attributable to Sinclair Broadcast Group | $ | 0.18 | |||||||||||||||
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 WHTM-TV (ABC) in Harrisburg/Lancaster/York, PA, WTTA-TV (MNT) in Tampa, FL, and KXRM/KXTU (FOX) in Colorado Springs, CO which were sold in connection with the above acquisitions. | |||||||||||||||||
DISPOSITION_OF_ASSETS
DISPOSITION OF ASSETS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
DISPOSITION OF ASSETS: | |||||
DISPOSITION OF ASSETS: | |||||
3. DISPOSITION OF ASSETS: | |||||
Dispositions related to station acquisitions | |||||
As discussed in Note 2. Acquisitions, in the fourth quarter of 2014, we completed the acquisition of certain broadcast assets from Media General. Simultaneously, we sold to Media General the broadcast assets of WTTA (MNT) in Tampa, FL and KXRM/KXTU (FOX) in Colorado Springs, CO for $93.1 million less working capital of $0.6 million. | |||||
Concurrent with the acquisition of the Allbritton companies discussed in Note 2. Acquisitions, due to FCC multiple ownership rules, we sold WHTM (ABC) 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 (FOX) 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 6. Related Person Transaction for further discussion. | |||||
Assets Held for Sale | |||||
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 Sign & Service, LLC (Triangle) as held for sale in the accompanying consolidated balance sheet as of December 31, 2014. It is no longer our intent to divest of Triangle and therefore the assets and liabilities were no longer classified as held for sale as of March 31, 2015. The results of operations related to Triangle are included within the results of 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 as of March 31, 2015 and December 31, 2014 related to certain real estate assets within our broadcast segment. | ||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES: | |
COMMITMENTS AND CONTINGENCIES: | |
4. 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. | |
Changes in the Rules of Television Ownership and Joint Sale Agreements | |
On March 12, 2014, the FCC issued a public notice on the processing of broadcast television applications proposing sharing arrangements and contingent interests. The public notice indicated that the FCC will closely scrutinize any broadcast assignment or transfer 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 future transactions. In addition, on April 15, 2014, the FCC issued an order amending its multiple ownership rules to provide that, where two television stations are located in the same market, and a party with an attributable interest in one station sells more than 15% of the ad time per week of the other station, the party selling such ad time shall be treated as if it had an attributable ownership interest in the second station. The imputed ownership interest would be evaluated to determine whether it complies with the FCC’s ownership rules that limit the number of stations in which parties may hold attributable interests. The amended rule also requires that every JSA contain certain certifications that the licensee maintains ultimate control of the station subject to such contract, and that such JSAs be filed with the Commission and made available for public review. That amended rule is the subject of an appeal to the United States Court of Appeals for the District of Columbia Circuit. We cannot predict the outcome of that appeal. Under the Satellite Television Extension and Localism Act Reauthorization (STELAR), which became law on December 4, 2014, parties to preexisting JSAs have until December 19, 2016 to come into compliance with these new rules by. A bill has been introduced into Congress proposing to permanently grandfather preexisting JSAs, but we cannot predict its likelihood of enactment. Among other things, the law 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 revenues of these JSA arrangements we earned for the three months ended March 31, 2015 and 2014 were $10.9 million and $11.0 million, respectively. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
EARNINGS PER SHARE | ||||||||
EARNINGS PER SHARE | ||||||||
5. EARNINGS PER SHARE | ||||||||
The following table reconciles income (numerator) and shares (denominator) used in our computations of diluted earnings per share for the periods presented (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Income (Numerator) | ||||||||
Net Income | $ | 24,836 | $ | 27,657 | ||||
Net (income) loss attributable to noncontrolling interests | (554 | ) | (499 | ) | ||||
Numerator for diluted earnings per common share available to common shareholders | $ | 24,282 | $ | 27,158 | ||||
Shares (Denominator) | ||||||||
Weighted-average common shares outstanding | 95,131 | 98,824 | ||||||
Dilutive effect of stock-settled appreciation rights, restricted stock awards and outstanding stock options | 640 | 678 | ||||||
Weighted-average common and common equivalent shares outstanding | 95,771 | 99,502 | ||||||
Potentially dilutive securities which would have an anti-dilutive effect were 0.3 million shares of common stock for the three months ended March 31, 2015. There were no anti-dilutive shares for the three months ended March 31, 2014. The increase in anti-dilutive securities is primarily related to stock-settled appreciation rights and outstanding stock options with exercise prices less than the share price as of March 31, 2015. | ||||||||
RELATED_PERSON_TRANSACTIONS
RELATED PERSON TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RELATED PERSON TRANSACTIONS | |
RELATED PERSON TRANSACTIONS | |
6. RELATED PERSON TRANSACTIONS | |
Transactions with our controlling shareholders | |
David, Frederick, J. Duncan and Robert Smith (collectively, the controlling shareholders) are brothers and hold substantially all of the Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests. | |
Leases. Certain assets used by us and our operating subsidiaries are leased from Cunningham Communications Inc., Keyser Investment Group, Gerstell Development Limited Partnership and Beaver Dam, LLC (entities owned by the controlling shareholders). Lease payments made to these entities were $1.4 million and $1.5 million for the three months ended March 31, 2015 and 2014, respectively. | |
Charter Aircraft. We lease aircraft owned by certain controlling shareholders. We incurred expenses of $0.3 million during both the three months ended March 31, 2015 and 2014, respectively. | |
Cunningham Broadcasting Corporation | |
As of March 31, 2015, 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 mother 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 Variable Interest Entities in 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 VIE. 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 March 31, 2015, 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, 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. 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, of $29.1 million in the aggregate. 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 March 31, 2015 was approximately $53.6 million. | |
We made payments to Cunningham under our LMAs with these stations of $2.3 million and $3.3 million for the three months ended March 31, 2015 and 2014, respectively. For the three months ended March 31, 2015 and 2014, Cunningham LMA Stations provided us with approximately $21.7 million and $27.2 million, respectively, of total revenue. | |
Cunningham owns the license related assets of WBSF-TV and WGTU-TV/WGTQ-TV. 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. Additionally, we have provided a guarantee on the bank debt of these licensees of $3.0 million as of March 31, 2015. Under these arrangements, we earned $1.3 million and $0.8 million from the services we perform for these stations for the three months ended March 31, 2015 and 2014, respectively. As we consolidate the licensees as VIEs, the amounts we earn under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported within our consolidated statement of operations. For the three months ended March 31, 2015 and 2014, our consolidated revenues include $1.7 million and $1.5 million related to these stations, respectively. | |
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 and less than $0.1 million during the three months ended March 31, 2015 and 2014, respectively. No payments for vehicles or vehicles related services from Atlantic Automotive were paid during the three months ended March 31, 2015 and 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 $0.1 million and $0.3 million in rent during the three months ended March 31, 2015 and 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 $0.1 million for both the three months ended March 31, 2015 and 2014, respectively. There is also one lease for a restaurant in a building owned by one of our real estate ventures, accounted for under the equity method, in Towson, MD. This investment received $0.1 million in rent pursuant to the lease for both the three months ended March 31, 2015 and 2014, respectively. | |
SEGMENT_DATA
SEGMENT DATA | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
SEGMENT DATA | ||||||||||||||
SEGMENT DATA | ||||||||||||||
7. SEGMENT DATA | ||||||||||||||
We measure segment performance based on operating income (loss). Our broadcast segment includes stations in 79 markets located throughout the continental United States. Our other operating divisions primarily consist of sign design and fabrication; regional security alarm operating and bulk acquisitions; manufacturing and service of broadcast antennas; service of broadcast 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 $207.0 million and $172.0 million of intercompany loans between the broadcast segment, other operating divisions and corporate as of March 31, 2015 and 2014, respectively. We had $5.2 million and $4.9 million in intercompany interest expense related to intercompany loans between the broadcast segment, other operating divisions and corporate for the three months ending March 31, 2015 and 2014, respectively. All other intercompany transactions are immaterial. | ||||||||||||||
Segment financial information is included in the following tables for the periods presented (in thousands): | ||||||||||||||
For the three months ended March 31, 2015 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 485,122 | $ | 19,653 | $ | — | $ | 504,775 | ||||||
Depreciation of property and equipment | 24,185 | 725 | 279 | 25,189 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 37,891 | 2,089 | — | 39,980 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 30,391 | — | — | 30,391 | ||||||||||
General and administrative overhead expenses | 14,905 | 259 | 852 | 16,016 | ||||||||||
Operating income (loss) | 87,449 | 744 | (3,646 | ) | 84,547 | |||||||||
Interest expense | — | 1,075 | 45,573 | 46,648 | ||||||||||
Income from equity and cost method investments | — | 3,146 | — | 3,146 | ||||||||||
Assets | 4,865,380 | 366,307 | 185,792 | 5,417,479 | ||||||||||
For the three months ended March 31, 2014 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 397,906 | $ | 14,742 | $ | — | $ | 412,648 | ||||||
Depreciation of property and equipment | 23,517 | 594 | 267 | 24,378 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 23,163 | 1,565 | — | 24,728 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 23,941 | — | — | 23,941 | ||||||||||
General and administrative overhead expenses | 14,730 | 251 | 854 | 15,835 | ||||||||||
Operating income (loss) | 82,121 | 1 | (1,122 | ) | 81,000 | |||||||||
Interest expense | — | 919 | 38,619 | 39,538 | ||||||||||
Income from equity and cost method investments | — | 98 | — | 98 | ||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS: | ||||||||||||||
FAIR VALUE MEASUREMENTS: | ||||||||||||||
8. FAIR VALUE MEASUREMENTS: | ||||||||||||||
Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels: | ||||||||||||||
· | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||
· | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||
· | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. | |||||||||||||
The carrying value and fair value of our notes and debentures for the periods presented (in thousands): | ||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
Level 2: | ||||||||||||||
6.375% Senior Unsecured Notes due 2021 | $ | 350,000 | $ | 370,563 | $ | 350,000 | $ | 355,800 | ||||||
6.125% Senior Unsecured Notes due 2022 | 500,000 | 523,005 | 500,000 | 503,475 | ||||||||||
5.625% Senior Unsecured Notes due 2024 | 550,000 | 562,375 | 550,000 | 532,813 | ||||||||||
5.375% Senior Unsecured Notes due 2021 | 600,000 | 616,500 | 600,000 | 595,068 | ||||||||||
Term Loan A | 341,183 | 334,359 | 348,073 | 341,982 | ||||||||||
Term Loan B | 1,034,450 | 1,036,559 | 1,035,883 | 1,029,997 | ||||||||||
Revolver credit facility | 323,000 | 323,000 | 338,000 | 338,000 | ||||||||||
Debt of variable interest entities | 29,296 | 29,296 | 30,167 | 30,167 | ||||||||||
Debt of other operating divisions | 126,502 | 126,502 | 118,822 | 118,822 | ||||||||||
CONDENSED_CONSOLIDATING_FINANC
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
9. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
Sinclair Television Group, Inc. (STG), a wholly-owned subsidiary and the television operating subsidiary of Sinclair Broadcast Group, Inc. (SBG), is the primary obligor under the Bank Credit Agreement, the 5.375% Notes, the 5.625% Notes, 6.125% Notes, and 6.375% Notes. Our Class A Common Stock and Class B Common Stock as of March 31, 2015, 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 March 31, 2015, our consolidated total debt of $3,911.0 million included $3,779.0 million of debt related to STG and its subsidiaries of which SBG guaranteed $3,727.9 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 CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
AS OF MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Cash | $ | — | $ | 35,551 | $ | 936 | $ | 21,356 | $ | — | $ | 57,843 | ||||||||
Accounts and other receivables | — | — | 341,056 | 28,861 | (1,221 | ) | 368,696 | |||||||||||||
Other current assets | 1,627 | 16,261 | 86,304 | 21,758 | (18,712 | ) | 107,238 | |||||||||||||
Total current assets | 1,627 | 51,812 | 428,296 | 71,975 | (19,933 | ) | 533,777 | |||||||||||||
Property and equipment, net | 3,683 | 19,618 | 554,338 | 172,105 | (7,347 | ) | 742,397 | |||||||||||||
Investment in consolidated subsidiaries | 412,044 | 3,519,449 | 4,129 | — | (3,935,622 | ) | — | |||||||||||||
Other long-term assets | 63,286 | 628,279 | 82,312 | 115,725 | (652,497 | ) | 237,105 | |||||||||||||
Total other long-term assets | 475,330 | 4,147,728 | 86,441 | 115,725 | (4,588,119 | ) | 237,105 | |||||||||||||
Goodwill and other intangible assets | — | — | 3,800,607 | 217,368 | (113,775 | ) | 3,904,200 | |||||||||||||
Total assets | $ | 480,640 | $ | 4,219,158 | $ | 4,869,682 | $ | 577,173 | $ | (4,729,174 | ) | $ | 5,417,479 | |||||||
Accounts payable and accrued liabilities | $ | 1,812 | $ | 57,224 | $ | 178,665 | $ | 28,595 | $ | (21,241 | ) | $ | 245,055 | |||||||
Current portion of long-term debt | 375 | 46,250 | 1,371 | 10,830 | — | 58,826 | ||||||||||||||
Current portion of affiliate long-term debt | 1,509 | — | 1,086 | 1,402 | (1,219 | ) | 2,778 | |||||||||||||
Other current liabilities | 3,026 | — | 113,656 | 9,323 | (1,485 | ) | 124,520 | |||||||||||||
Total current liabilities | 6,722 | 103,474 | 294,778 | 50,150 | (23,945 | ) | 431,179 | |||||||||||||
Long-term debt | — | 3,652,382 | 33,971 | 145,470 | — | 3,831,823 | ||||||||||||||
Affiliate long-term debt | 3,109 | — | 12,587 | 334,367 | (332,458 | ) | 17,605 | |||||||||||||
Other liabilities | 33,565 | 28,261 | 1,007,725 | 170,858 | (515,977 | ) | 724,432 | |||||||||||||
Total liabilities | 43,396 | 3,784,117 | 1,349,061 | 700,845 | (872,380 | ) | 5,005,039 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 437,244 | 435,041 | 3,520,621 | (94,620 | ) | (3,861,042 | ) | 437,244 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | (29,052 | ) | 4,248 | (24,804 | ) | ||||||||||||
Total liabilities and equity (deficit) | $ | 480,640 | $ | 4,219,158 | $ | 4,869,682 | $ | 577,173 | $ | (4,729,174 | ) | $ | 5,417,479 | |||||||
CONDENSED CONSOLIDATING 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 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 476,670 | $ | 47,004 | $ | (18,899 | ) | $ | 504,775 | |||||||
Program and production | — | — | 169,693 | 19,849 | (18,527 | ) | 171,015 | |||||||||||||
Selling, general and administrative | 1,045 | 14,783 | 99,347 | 2,640 | 88 | 117,903 | ||||||||||||||
Depreciation, amortization and other operating expenses | 266 | 775 | 102,360 | 28,250 | (341 | ) | 131,310 | |||||||||||||
Total operating expenses | 1,311 | 15,558 | 371,400 | 50,739 | (18,780 | ) | 420,228 | |||||||||||||
Operating (loss) income | (1,311 | ) | (15,558 | ) | 105,270 | (3,735 | ) | (119 | ) | 84,547 | ||||||||||
Equity in earnings of consolidated subsidiaries | 24,325 | 64,465 | (50 | ) | — | (88,740 | ) | — | ||||||||||||
Interest expense | (102 | ) | (43,873 | ) | (1,176 | ) | (6,706 | ) | 5,209 | (46,648 | ) | |||||||||
Other income (expense) | 1,350 | (154 | ) | 64 | 2,104 | — | 3,364 | |||||||||||||
Total other income (expense) | 25,573 | 20,438 | (1,162 | ) | (4,602 | ) | (83,531 | ) | (43,284 | ) | ||||||||||
Income tax benefit (provision) | 20 | 20,615 | (38,377 | ) | 1,315 | — | (16,427 | ) | ||||||||||||
Net income (loss) | 24,282 | 25,495 | 65,731 | (7,022 | ) | (83,650 | ) | 24,836 | ||||||||||||
Net income attributable to the noncontrolling interests | — | — | — | (554 | ) | — | (554 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 24,282 | $ | 25,495 | $ | 65,731 | $ | (7,576 | ) | $ | (83,650 | ) | $ | 24,282 | ||||||
Comprehensive income (loss) | $ | 24,920 | $ | 25,579 | $ | 65,731 | $ | (7,576 | ) | $ | (83,734 | ) | $ | 24,920 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 390,080 | $ | 41,427 | $ | (18,859 | ) | $ | 412,648 | |||||||
Program and production | — | 76 | 126,733 | 18,411 | (18,181 | ) | 127,039 | |||||||||||||
Selling, general and administrative | 885 | 14,545 | 80,502 | 2,400 | (572 | ) | 97,760 | |||||||||||||
Depreciation, amortization and other operating expenses | 267 | 1,107 | 86,390 | 19,160 | (75 | ) | 106,849 | |||||||||||||
Total operating expenses | 1,152 | 15,728 | 293,625 | 39,971 | (18,828 | ) | 331,648 | |||||||||||||
Operating (loss) income | (1,152 | ) | (15,728 | ) | 96,455 | 1,456 | (31 | ) | 81,000 | |||||||||||
Equity in earnings of consolidated subsidiaries | 26,687 | 62,264 | — | — | (88,951 | ) | — | |||||||||||||
Interest expense | (159 | ) | (36,748 | ) | (1,242 | ) | (6,553 | ) | 5,164 | (39,538 | ) | |||||||||
Other income (expense) | 646 | 296 | 93 | — | (20 | ) | 1,015 | |||||||||||||
Total other income (expense) | 27,174 | 25,812 | (1,149 | ) | (6,553 | ) | (83,807 | ) | (38,523 | ) | ||||||||||
Income tax benefit (provision) | 1,136 | 17,267 | (33,042 | ) | (181 | ) | — | (14,820 | ) | |||||||||||
Net income (loss) | 27,158 | 27,351 | 62,264 | (5,278 | ) | (83,838 | ) | 27,657 | ||||||||||||
Net income attributable to the noncontrolling interests | — | — | — | (499 | ) | — | (499 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 27,158 | $ | 27,351 | $ | 62,264 | $ | (5,777 | ) | $ | (83,838 | ) | $ | 27,158 | ||||||
Comprehensive income (loss) | $ | 27,696 | $ | 27,265 | $ | 62,264 | $ | (5,652 | ) | $ | (83,877 | ) | $ | 27,696 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | 6,591 | $ | (25,325 | ) | $ | 139,443 | $ | (13,488 | ) | $ | 4,398 | $ | 111,619 | ||||||
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (2,912 | ) | (20,309 | ) | (635 | ) | 208 | (23,648 | ) | ||||||||||
Purchase of alarm monitoring contracts | — | — | — | (5,744 | ) | — | (5,744 | ) | ||||||||||||
Distributions from equity and costs method investees | 1,425 | 419 | — | 2,308 | — | 4,152 | ||||||||||||||
Investments in equity and cost method investees | — | (1,100 | ) | — | (1,845 | ) | — | (2,945 | ) | |||||||||||
Other, net | — | — | 272 | — | — | 272 | ||||||||||||||
Net cash flows (used in) from investing activities | 1,425 | (3,593 | ) | (20,037 | ) | (5,916 | ) | 208 | (27,913 | ) | ||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | — | — | 7,866 | — | 7,866 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (508 | ) | (23,514 | ) | 56 | (1,089 | ) | — | (25,055 | ) | ||||||||||
Dividends paid on Class A and Class B Common Stock | (15,715 | ) | — | — | — | — | (15,715 | ) | ||||||||||||
Repurchase of outstanding Class A Common Stock | (7,803 | ) | — | — | — | — | (7,803 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 15,323 | 84,589 | (120,275 | ) | 24,969 | (4,606 | ) | — | ||||||||||||
Other, net | 687 | — | — | (3,525 | ) | — | (2,838 | ) | ||||||||||||
Net cash flows (used in) from financing activities | (8,016 | ) | 61,075 | (120,219 | ) | 28,221 | (4,606 | ) | (43,545 | ) | ||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 32,157 | (813 | ) | 8,817 | — | 40,161 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 3,394 | 1,749 | 12,539 | — | 17,682 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 35,551 | $ | 936 | $ | 21,356 | $ | — | $ | 57,843 | ||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | 13,532 | $ | (8,180 | ) | $ | 124,353 | $ | 6,472 | $ | 83 | $ | 136,260 | |||||||
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (1,721 | ) | (9,587 | ) | (599 | ) | — | (11,907 | ) | ||||||||||
Purchase of alarm monitoring contracts | — | — | — | (4,323 | ) | — | (4,323 | ) | ||||||||||||
Decrease in restricted cash | — | (900 | ) | 221 | — | — | (679 | ) | ||||||||||||
Investments in equity and cost method investees | — | — | — | (2,154 | ) | — | (2,154 | ) | ||||||||||||
Proceeds from termination of life insurance policies | — | 17,042 | — | — | 17,042 | |||||||||||||||
Other, net | — | — | — | 55 | — | 55 | ||||||||||||||
Net cash flows (used in) from investing activities | — | 14,421 | (9,366 | ) | (7,021 | ) | — | (1,966 | ) | |||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | — | — | 5,885 | — | 5,885 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (132 | ) | (4,335 | ) | (268 | ) | (1,661 | ) | — | (6,396 | ) | |||||||||
Dividends paid on Class A and Class B Common Stock | (14,719 | ) | — | — | — | 23 | (14,696 | ) | ||||||||||||
Repurchase of outstanding Class A Common Stock | (82,371 | ) | — | — | — | — | (82,371 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 82,043 | 60,147 | (142,667 | ) | 583 | (106 | ) | — | ||||||||||||
Other, net | 1,647 | (144 | ) | (252 | ) | (260 | ) | — | 991 | |||||||||||
Net cash flows (used in) from financing activities | (13,532 | ) | 55,668 | (143,187 | ) | 4,547 | (83 | ) | (96,587 | ) | ||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 61,909 | (28,200 | ) | 3,998 | — | 37,707 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 237,974 | 28,594 | 13,536 | — | 280,104 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 299,883 | $ | 394 | $ | 17,534 | $ | — | $ | 317,811 | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
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 interests represents a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation. | ||||||||
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 March 31, 2015 and December 31, 2014, we have concluded that 37 of these licensees are VIEs. 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 6. Related Person Transactions for more information about the arrangements with Cunningham. The net revenues of the stations which we consolidate were $64.8 million, and $66.5 million for the three months ended March 31, 2015, and 2014, 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 4. 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 for the periods presented (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 492 | $ | 491 | ||||
Accounts receivable | 18,186 | 19,521 | ||||||
Current portion of program contract costs | 9,171 | 9,544 | ||||||
Prepaid expenses and other current assets | 411 | 297 | ||||||
Total current assets | 28,260 | 29,853 | ||||||
PROGRAM CONTRACT COSTS, less current portion | 6,649 | 6,922 | ||||||
PROPERTY AND EQUIPMENT, net | 9,291 | 9,716 | ||||||
GOODWILL | 787 | 787 | ||||||
BROADCAST LICENSES | 16,935 | 16,935 | ||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 94,799 | 96,732 | ||||||
OTHER ASSETS | 2,340 | 2,376 | ||||||
Total assets | $ | 159,061 | $ | 163,321 | ||||
LIABILITIES | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 66 | $ | 68 | ||||
Accrued liabilities | 1,356 | 1,297 | ||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,666 | 3,659 | ||||||
Current portion of program contracts payable | 9,127 | 9,714 | ||||||
Total current liabilities | 14,215 | 14,738 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 27,721 | 28,640 | ||||||
Program contracts payable, less current portion | 11,381 | 10,161 | ||||||
Long term liabilities | 9,718 | 8,739 | ||||||
Total liabilities | $ | 63,035 | $ | 62,278 | ||||
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 March 31, 2015 and December 31, 2014, which are excluded from liabilities above, were $35.2 million and $34.4 million, respectively. The total capital lease liabilities, net of capital lease assets, excluded from the above were $4.3 million for March 31, 2015 and December 31, 2014. Also excluded from the amounts above are liabilities associated with the certain outsourcing agreements and purchase options with certain VIEs totaling $78.0 million and $78.1 million as of March 31, 2015 and December 31, 2014, 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 March 31, 2015 and December 31, 2014 was $21.5 million and $22.7 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 $3.3 million, and $0.2 million for the three months ended March 31, 2015 and 2014, respectively, related to these investments. | ||||||||
Recent Accounting Pronouncements | ||||||||
Recent Accounting Pronouncements | ||||||||
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. The new standard is effective for annual reporting periods beginning after December 15, 2016, but is under review based on the FASB’s recent decision to propose a one-year deferral. 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. | ||||||||
In April 2015, the FASB issued new guidance that amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This new standard is effective for fiscal years beginning after December 15, 2015. We are currently evaluating the impact of this new guidance on our financial statements. | ||||||||
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. | ||||||||
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 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 three months ended March 31, 2015, we have purchased approximately 0.3 million shares for $7.8 million. As of March 31, 2015, the total remaining authorization was $126.6 million. | ||||||||
Income Taxes | ||||||||
Income Taxes | ||||||||
Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three months ended March 31, 2015 and 2014 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial portion of our available state net operating loss (NOL) carryforwards, based on past operating results, expected timing of the reversals of existing temporary book/tax basis differences, alternative tax strategies and projected future taxable income. | ||||||||
Our effective income tax rate for the three months ended March 31, 2015 would have exceeded the statutory rate primarily due to an increase in income tax provision resulting from a settlement of a state income tax positions. Our effective income tax rate for the three months ended March 31, 2014 approximated the statutory rate. | ||||||||
We believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $6.7 million, in the next twelve months, as a result of expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities. | ||||||||
Reclassifications | ||||||||
Reclassifications | ||||||||
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation. | ||||||||
Subsequent Events | ||||||||
Subsequent Events | ||||||||
Effective April 30, 2015, we entered into an amendment and restatement of our bank credit agreement. Pursuant to the Amendment, we raised an additional $350.0 million of incremental term loan B commitments, which mature in July 2021 and bear interest at LIBOR plus 2.75% with a 0.75% LIBOR floor. The proceeds, net of issuance costs, from the amendment of term loan B were used to pay down the outstanding balance under our revolving credit facility, and for general corporate purposes. As of April 30, 2015, we had $483.0 million borrowing capacity under our revolving credit facility. | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 for the periods presented (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 492 | $ | 491 | ||||
Accounts receivable | 18,186 | 19,521 | ||||||
Current portion of program contract costs | 9,171 | 9,544 | ||||||
Prepaid expenses and other current assets | 411 | 297 | ||||||
Total current assets | 28,260 | 29,853 | ||||||
PROGRAM CONTRACT COSTS, less current portion | 6,649 | 6,922 | ||||||
PROPERTY AND EQUIPMENT, net | 9,291 | 9,716 | ||||||
GOODWILL | 787 | 787 | ||||||
BROADCAST LICENSES | 16,935 | 16,935 | ||||||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 94,799 | 96,732 | ||||||
OTHER ASSETS | 2,340 | 2,376 | ||||||
Total assets | $ | 159,061 | $ | 163,321 | ||||
LIABILITIES | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 66 | $ | 68 | ||||
Accrued liabilities | 1,356 | 1,297 | ||||||
Current portion of notes payable, capital leases and commercial bank financing | 3,666 | 3,659 | ||||||
Current portion of program contracts payable | 9,127 | 9,714 | ||||||
Total current liabilities | 14,215 | 14,738 | ||||||
LONG-TERM LIABILITIES: | ||||||||
Notes payable, capital leases and commercial bank financing, less current portion | 27,721 | 28,640 | ||||||
Program contracts payable, less current portion | 11,381 | 10,161 | ||||||
Long term liabilities | 9,718 | 8,739 | ||||||
Total liabilities | $ | 63,035 | $ | 62,278 | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
ACQUISITIONS | |||||||||||||||||
Schedule of 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 | 1,954 | 482 | 1,204 | 2,561 | 6,201 | ||||||||||||
Property and equipment | 23,462 | 8,300 | 46,600 | 8,400 | 86,762 | ||||||||||||
Broadcast licenses | 100 | — | 13,700 | 125 | 13,925 | ||||||||||||
Definite-lived intangible assets | 125,200 | 62,700 | 564,100 | 71,025 | 823,025 | ||||||||||||
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 | (1,914 | ) | (481 | ) | (1,140 | ) | (2,554 | ) | (6,089 | ) | |||||||
Deferred tax liability | — | — | (261,393 | ) | — | (261,393 | ) | ||||||||||
Other long term liabilities | — | (1,200 | ) | (17,025 | ) | — | (18,225 | ) | |||||||||
Fair value of identifiable net assets acquired | 147,193 | 69,591 | 499,679 | 79,993 | 796,456 | ||||||||||||
Goodwill | 58,698 | 48,699 | 535,558 | 42,443 | 685,398 | ||||||||||||
Total | $ | 205,891 | $ | 118,290 | $ | 1,035,237 | $ | 122,436 | $ | 1,481,854 | |||||||
Schedule of 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 | $ | 54,300 | $ | 44,775 | $ | 356,900 | $ | 42,625 | $ | 498,600 | |||||||
Decaying advertiser base | 19,200 | 12,100 | 38,500 | 9,100 | 78,900 | ||||||||||||
Other intangible assets | 51,700 | 5,825 | 168,700 | 19,300 | 245,525 | ||||||||||||
Fair value of identifiable definite-lived intangible assets acquired | $ | 125,200 | $ | 62,700 | $ | 564,100 | $ | 71,025 | $ | 823,025 | |||||||
Estimated goodwill deductible for tax purposes | $ | 58,698 | $ | 48,699 | $ | — | $ | 42,443 | $ | 149,840 | |||||||
Schedule of unaudited pro forma results of operations | |||||||||||||||||
The following table sets forth unaudited pro forma results of operations for the three months ended March 31, 2014, 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 (in thousands, except per share data): | |||||||||||||||||
(Unaudited) | |||||||||||||||||
2014 | |||||||||||||||||
Total revenues | $ | 474,222 | |||||||||||||||
Net Income | $ | 18,401 | |||||||||||||||
Net Income attributable to Sinclair Broadcast Group | $ | 17,902 | |||||||||||||||
Basic earnings per share attributable to Sinclair Broadcast Group | $ | 0.18 | |||||||||||||||
Diluted earnings per share attributable to Sinclair Broadcast Group | $ | 0.18 | |||||||||||||||
DISPOSITION_OF_ASSETS_Tables
DISPOSITION OF ASSETS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
DISPOSITION OF ASSETS: | |||||
Schedule of major classes of assets and liabilities of the group reported as held for sale | |||||
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 as of March 31, 2015 and December 31, 2014 related to certain real estate assets within our broadcast segment. | ||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 diluted earnings per share for the periods presented (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Income (Numerator) | ||||||||
Net Income | $ | 24,836 | $ | 27,657 | ||||
Net (income) loss attributable to noncontrolling interests | (554 | ) | (499 | ) | ||||
Numerator for diluted earnings per common share available to common shareholders | $ | 24,282 | $ | 27,158 | ||||
Shares (Denominator) | ||||||||
Weighted-average common shares outstanding | 95,131 | 98,824 | ||||||
Dilutive effect of stock-settled appreciation rights, restricted stock awards and outstanding stock options | 640 | 678 | ||||||
Weighted-average common and common equivalent shares outstanding | 95,771 | 99,502 | ||||||
SEGMENT_DATA_Tables
SEGMENT DATA (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
SEGMENT DATA | ||||||||||||||
Schedule of segment financial information | ||||||||||||||
Segment financial information is included in the following tables for the periods presented (in thousands): | ||||||||||||||
For the three months ended March 31, 2015 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 485,122 | $ | 19,653 | $ | — | $ | 504,775 | ||||||
Depreciation of property and equipment | 24,185 | 725 | 279 | 25,189 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 37,891 | 2,089 | — | 39,980 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 30,391 | — | — | 30,391 | ||||||||||
General and administrative overhead expenses | 14,905 | 259 | 852 | 16,016 | ||||||||||
Operating income (loss) | 87,449 | 744 | (3,646 | ) | 84,547 | |||||||||
Interest expense | — | 1,075 | 45,573 | 46,648 | ||||||||||
Income from equity and cost method investments | — | 3,146 | — | 3,146 | ||||||||||
Assets | 4,865,380 | 366,307 | 185,792 | 5,417,479 | ||||||||||
For the three months ended March 31, 2014 | Broadcast | Other | Corporate | Consolidated | ||||||||||
Operating | ||||||||||||||
Divisions | ||||||||||||||
Revenue | $ | 397,906 | $ | 14,742 | $ | — | $ | 412,648 | ||||||
Depreciation of property and equipment | 23,517 | 594 | 267 | 24,378 | ||||||||||
Amortization of definite-lived intangible assets and other assets | 23,163 | 1,565 | — | 24,728 | ||||||||||
Amortization of program contract costs and net realizable value adjustments | 23,941 | — | — | 23,941 | ||||||||||
General and administrative overhead expenses | 14,730 | 251 | 854 | 15,835 | ||||||||||
Operating income (loss) | 82,121 | 1 | (1,122 | ) | 81,000 | |||||||||
Interest expense | — | 919 | 38,619 | 39,538 | ||||||||||
Income from equity and cost method investments | — | 98 | — | 98 | ||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS: (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
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 for the periods presented (in thousands): | ||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
Level 2: | ||||||||||||||
6.375% Senior Unsecured Notes due 2021 | $ | 350,000 | $ | 370,563 | $ | 350,000 | $ | 355,800 | ||||||
6.125% Senior Unsecured Notes due 2022 | 500,000 | 523,005 | 500,000 | 503,475 | ||||||||||
5.625% Senior Unsecured Notes due 2024 | 550,000 | 562,375 | 550,000 | 532,813 | ||||||||||
5.375% Senior Unsecured Notes due 2021 | 600,000 | 616,500 | 600,000 | 595,068 | ||||||||||
Term Loan A | 341,183 | 334,359 | 348,073 | 341,982 | ||||||||||
Term Loan B | 1,034,450 | 1,036,559 | 1,035,883 | 1,029,997 | ||||||||||
Revolver credit facility | 323,000 | 323,000 | 338,000 | 338,000 | ||||||||||
Debt of variable interest entities | 29,296 | 29,296 | 30,167 | 30,167 | ||||||||||
Debt of other operating divisions | 126,502 | 126,502 | 118,822 | 118,822 | ||||||||||
CONDENSED_CONSOLIDATING_FINANC1
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: | ||||||||||||||||||||
Schedule of condensed consolidating balance sheet | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||
AS OF MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Cash | $ | — | $ | 35,551 | $ | 936 | $ | 21,356 | $ | — | $ | 57,843 | ||||||||
Accounts and other receivables | — | — | 341,056 | 28,861 | (1,221 | ) | 368,696 | |||||||||||||
Other current assets | 1,627 | 16,261 | 86,304 | 21,758 | (18,712 | ) | 107,238 | |||||||||||||
Total current assets | 1,627 | 51,812 | 428,296 | 71,975 | (19,933 | ) | 533,777 | |||||||||||||
Property and equipment, net | 3,683 | 19,618 | 554,338 | 172,105 | (7,347 | ) | 742,397 | |||||||||||||
Investment in consolidated subsidiaries | 412,044 | 3,519,449 | 4,129 | — | (3,935,622 | ) | — | |||||||||||||
Other long-term assets | 63,286 | 628,279 | 82,312 | 115,725 | (652,497 | ) | 237,105 | |||||||||||||
Total other long-term assets | 475,330 | 4,147,728 | 86,441 | 115,725 | (4,588,119 | ) | 237,105 | |||||||||||||
Goodwill and other intangible assets | — | — | 3,800,607 | 217,368 | (113,775 | ) | 3,904,200 | |||||||||||||
Total assets | $ | 480,640 | $ | 4,219,158 | $ | 4,869,682 | $ | 577,173 | $ | (4,729,174 | ) | $ | 5,417,479 | |||||||
Accounts payable and accrued liabilities | $ | 1,812 | $ | 57,224 | $ | 178,665 | $ | 28,595 | $ | (21,241 | ) | $ | 245,055 | |||||||
Current portion of long-term debt | 375 | 46,250 | 1,371 | 10,830 | — | 58,826 | ||||||||||||||
Current portion of affiliate long-term debt | 1,509 | — | 1,086 | 1,402 | (1,219 | ) | 2,778 | |||||||||||||
Other current liabilities | 3,026 | — | 113,656 | 9,323 | (1,485 | ) | 124,520 | |||||||||||||
Total current liabilities | 6,722 | 103,474 | 294,778 | 50,150 | (23,945 | ) | 431,179 | |||||||||||||
Long-term debt | — | 3,652,382 | 33,971 | 145,470 | — | 3,831,823 | ||||||||||||||
Affiliate long-term debt | 3,109 | — | 12,587 | 334,367 | (332,458 | ) | 17,605 | |||||||||||||
Other liabilities | 33,565 | 28,261 | 1,007,725 | 170,858 | (515,977 | ) | 724,432 | |||||||||||||
Total liabilities | 43,396 | 3,784,117 | 1,349,061 | 700,845 | (872,380 | ) | 5,005,039 | |||||||||||||
Total Sinclair Broadcast Group equity (deficit) | 437,244 | 435,041 | 3,520,621 | (94,620 | ) | (3,861,042 | ) | 437,244 | ||||||||||||
Noncontrolling interests in consolidated subsidiaries | — | — | — | (29,052 | ) | 4,248 | (24,804 | ) | ||||||||||||
Total liabilities and equity (deficit) | $ | 480,640 | $ | 4,219,158 | $ | 4,869,682 | $ | 577,173 | $ | (4,729,174 | ) | $ | 5,417,479 | |||||||
CONDENSED CONSOLIDATING 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 | |||||||
Schedule of condensed consolidating statement of operations and comprehensive income | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 476,670 | $ | 47,004 | $ | (18,899 | ) | $ | 504,775 | |||||||
Program and production | — | — | 169,693 | 19,849 | (18,527 | ) | 171,015 | |||||||||||||
Selling, general and administrative | 1,045 | 14,783 | 99,347 | 2,640 | 88 | 117,903 | ||||||||||||||
Depreciation, amortization and other operating expenses | 266 | 775 | 102,360 | 28,250 | (341 | ) | 131,310 | |||||||||||||
Total operating expenses | 1,311 | 15,558 | 371,400 | 50,739 | (18,780 | ) | 420,228 | |||||||||||||
Operating (loss) income | (1,311 | ) | (15,558 | ) | 105,270 | (3,735 | ) | (119 | ) | 84,547 | ||||||||||
Equity in earnings of consolidated subsidiaries | 24,325 | 64,465 | (50 | ) | — | (88,740 | ) | — | ||||||||||||
Interest expense | (102 | ) | (43,873 | ) | (1,176 | ) | (6,706 | ) | 5,209 | (46,648 | ) | |||||||||
Other income (expense) | 1,350 | (154 | ) | 64 | 2,104 | — | 3,364 | |||||||||||||
Total other income (expense) | 25,573 | 20,438 | (1,162 | ) | (4,602 | ) | (83,531 | ) | (43,284 | ) | ||||||||||
Income tax benefit (provision) | 20 | 20,615 | (38,377 | ) | 1,315 | — | (16,427 | ) | ||||||||||||
Net income (loss) | 24,282 | 25,495 | 65,731 | (7,022 | ) | (83,650 | ) | 24,836 | ||||||||||||
Net income attributable to the noncontrolling interests | — | — | — | (554 | ) | — | (554 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 24,282 | $ | 25,495 | $ | 65,731 | $ | (7,576 | ) | $ | (83,650 | ) | $ | 24,282 | ||||||
Comprehensive income (loss) | $ | 24,920 | $ | 25,579 | $ | 65,731 | $ | (7,576 | ) | $ | (83,734 | ) | $ | 24,920 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
Net revenue | $ | — | $ | — | $ | 390,080 | $ | 41,427 | $ | (18,859 | ) | $ | 412,648 | |||||||
Program and production | — | 76 | 126,733 | 18,411 | (18,181 | ) | 127,039 | |||||||||||||
Selling, general and administrative | 885 | 14,545 | 80,502 | 2,400 | (572 | ) | 97,760 | |||||||||||||
Depreciation, amortization and other operating expenses | 267 | 1,107 | 86,390 | 19,160 | (75 | ) | 106,849 | |||||||||||||
Total operating expenses | 1,152 | 15,728 | 293,625 | 39,971 | (18,828 | ) | 331,648 | |||||||||||||
Operating (loss) income | (1,152 | ) | (15,728 | ) | 96,455 | 1,456 | (31 | ) | 81,000 | |||||||||||
Equity in earnings of consolidated subsidiaries | 26,687 | 62,264 | — | — | (88,951 | ) | — | |||||||||||||
Interest expense | (159 | ) | (36,748 | ) | (1,242 | ) | (6,553 | ) | 5,164 | (39,538 | ) | |||||||||
Other income (expense) | 646 | 296 | 93 | — | (20 | ) | 1,015 | |||||||||||||
Total other income (expense) | 27,174 | 25,812 | (1,149 | ) | (6,553 | ) | (83,807 | ) | (38,523 | ) | ||||||||||
Income tax benefit (provision) | 1,136 | 17,267 | (33,042 | ) | (181 | ) | — | (14,820 | ) | |||||||||||
Net income (loss) | 27,158 | 27,351 | 62,264 | (5,278 | ) | (83,838 | ) | 27,657 | ||||||||||||
Net income attributable to the noncontrolling interests | — | — | — | (499 | ) | — | (499 | ) | ||||||||||||
Net income (loss) attributable to Sinclair Broadcast Group | $ | 27,158 | $ | 27,351 | $ | 62,264 | $ | (5,777 | ) | $ | (83,838 | ) | $ | 27,158 | ||||||
Comprehensive income (loss) | $ | 27,696 | $ | 27,265 | $ | 62,264 | $ | (5,652 | ) | $ | (83,877 | ) | $ | 27,696 | ||||||
Schedule of condensed consolidating statement of cash flows | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2015 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | 6,591 | $ | (25,325 | ) | $ | 139,443 | $ | (13,488 | ) | $ | 4,398 | $ | 111,619 | ||||||
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (2,912 | ) | (20,309 | ) | (635 | ) | 208 | (23,648 | ) | ||||||||||
Purchase of alarm monitoring contracts | — | — | — | (5,744 | ) | — | (5,744 | ) | ||||||||||||
Distributions from equity and costs method investees | 1,425 | 419 | — | 2,308 | — | 4,152 | ||||||||||||||
Investments in equity and cost method investees | — | (1,100 | ) | — | (1,845 | ) | — | (2,945 | ) | |||||||||||
Other, net | — | — | 272 | — | — | 272 | ||||||||||||||
Net cash flows (used in) from investing activities | 1,425 | (3,593 | ) | (20,037 | ) | (5,916 | ) | 208 | (27,913 | ) | ||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | — | — | 7,866 | — | 7,866 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (508 | ) | (23,514 | ) | 56 | (1,089 | ) | — | (25,055 | ) | ||||||||||
Dividends paid on Class A and Class B Common Stock | (15,715 | ) | — | — | — | — | (15,715 | ) | ||||||||||||
Repurchase of outstanding Class A Common Stock | (7,803 | ) | — | — | — | — | (7,803 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 15,323 | 84,589 | (120,275 | ) | 24,969 | (4,606 | ) | — | ||||||||||||
Other, net | 687 | — | — | (3,525 | ) | — | (2,838 | ) | ||||||||||||
Net cash flows (used in) from financing activities | (8,016 | ) | 61,075 | (120,219 | ) | 28,221 | (4,606 | ) | (43,545 | ) | ||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 32,157 | (813 | ) | 8,817 | — | 40,161 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 3,394 | 1,749 | 12,539 | — | 17,682 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 35,551 | $ | 936 | $ | 21,356 | $ | — | $ | 57,843 | ||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2014 | ||||||||||||||||||||
(in thousands) (unaudited) | ||||||||||||||||||||
Sinclair | Sinclair | Guarantor | Non- | Eliminations | Sinclair | |||||||||||||||
Broadcast | Television | Subsidiaries | Guarantor | Consolidated | ||||||||||||||||
Group, Inc. | Group, Inc. | and KDSM, | Subsidiaries | |||||||||||||||||
LLC | ||||||||||||||||||||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | 13,532 | $ | (8,180 | ) | $ | 124,353 | $ | 6,472 | $ | 83 | $ | 136,260 | |||||||
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
Acquisition of property and equipment | — | (1,721 | ) | (9,587 | ) | (599 | ) | — | (11,907 | ) | ||||||||||
Purchase of alarm monitoring contracts | — | — | — | (4,323 | ) | — | (4,323 | ) | ||||||||||||
Decrease in restricted cash | — | (900 | ) | 221 | — | — | (679 | ) | ||||||||||||
Investments in equity and cost method investees | — | — | — | (2,154 | ) | — | (2,154 | ) | ||||||||||||
Proceeds from termination of life insurance policies | — | 17,042 | — | — | 17,042 | |||||||||||||||
Other, net | — | — | — | 55 | — | 55 | ||||||||||||||
Net cash flows (used in) from investing activities | — | 14,421 | (9,366 | ) | (7,021 | ) | — | (1,966 | ) | |||||||||||
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||||||||||||||||||||
Proceeds from notes payable, commercial bank financing and capital leases | — | — | — | 5,885 | — | 5,885 | ||||||||||||||
Repayments of notes payable, commercial bank financing and capital leases | (132 | ) | (4,335 | ) | (268 | ) | (1,661 | ) | — | (6,396 | ) | |||||||||
Dividends paid on Class A and Class B Common Stock | (14,719 | ) | — | — | — | 23 | (14,696 | ) | ||||||||||||
Repurchase of outstanding Class A Common Stock | (82,371 | ) | — | — | — | — | (82,371 | ) | ||||||||||||
Increase (decrease) in intercompany payables | 82,043 | 60,147 | (142,667 | ) | 583 | (106 | ) | — | ||||||||||||
Other, net | 1,647 | (144 | ) | (252 | ) | (260 | ) | — | 991 | |||||||||||
Net cash flows (used in) from financing activities | (13,532 | ) | 55,668 | (143,187 | ) | 4,547 | (83 | ) | (96,587 | ) | ||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | 61,909 | (28,200 | ) | 3,998 | — | 37,707 | |||||||||||||
CASH AND CASH EQUIVALENTS, beginning of period | — | 237,974 | 28,594 | 13,536 | — | 280,104 | ||||||||||||||
CASH AND CASH EQUIVALENTS, end of period | $ | — | $ | 299,883 | $ | 394 | $ | 17,534 | $ | — | $ | 317,811 | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | ||||
Variable Interest Entities | ||||
Net revenues | $464,163,000 | $373,881,000 | ||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 57,843,000 | 317,811,000 | 17,682,000 | 280,104,000 |
Accounts receivable | 368,696,000 | 383,503,000 | ||
Current portion of program contract costs | 66,405,000 | 88,198,000 | ||
Prepaid expenses and other current assets | 33,213,000 | 21,338,000 | ||
Total current assets | 533,777,000 | 526,165,000 | ||
PROGRAM CONTRACT COSTS, less current portion | 30,703,000 | 38,531,000 | ||
PROPERTY AND EQUIPMENT, net | 742,397,000 | 752,538,000 | ||
GOODWILL | 1,951,074,000 | 1,964,553,000 | ||
BROADCAST LICENSES | 130,915,000 | 135,075,000 | ||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 1,822,211,000 | 1,818,263,000 | ||
OTHER ASSETS | 204,559,000 | 208,230,000 | ||
Total assets | 5,417,479,000 | 5,452,172,000 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 7,346,000 | 12,248,000 | ||
Accrued liabilities | 237,709,000 | 246,123,000 | ||
Current portion of notes payable, capital leases and commercial bank financing | 58,826,000 | 113,116,000 | ||
Current portion of program contracts payable | 83,632,000 | 104,922,000 | ||
Total current liabilities | 431,179,000 | 494,006,000 | ||
LONG-TERM LIABILITIES: | ||||
Notes payable, capital leases and commercial bank financing, less current portion | 3,831,823,000 | 3,796,666,000 | ||
Program contracts payable, less current portion | 55,013,000 | 60,605,000 | ||
Total liabilities | 5,005,039,000 | 5,046,829,000 | ||
Eliminations | ||||
CURRENT ASSETS: | ||||
Total current assets | -19,933,000 | -12,991,000 | ||
PROPERTY AND EQUIPMENT, net | -7,347,000 | -7,099,000 | ||
Total assets | -4,729,174,000 | -4,740,259,000 | ||
CURRENT LIABILITIES: | ||||
Total current liabilities | -23,945,000 | -16,134,000 | ||
LONG-TERM LIABILITIES: | ||||
Total liabilities | -872,380,000 | -833,963,000 | ||
Consolidated VIEs, aggregated | ||||
Variable Interest Entities | ||||
Number of licensees as VIEs | 37 | 37 | ||
Net revenues | 64,800,000 | 66,500,000 | ||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 492,000 | 491,000 | ||
Accounts receivable | 18,186,000 | 19,521,000 | ||
Current portion of program contract costs | 9,171,000 | 9,544,000 | ||
Prepaid expenses and other current assets | 411,000 | 297,000 | ||
Total current assets | 28,260,000 | 29,853,000 | ||
PROGRAM CONTRACT COSTS, less current portion | 6,649,000 | 6,922,000 | ||
PROPERTY AND EQUIPMENT, net | 9,291,000 | 9,716,000 | ||
GOODWILL | 787,000 | 787,000 | ||
BROADCAST LICENSES | 16,935,000 | 16,935,000 | ||
DEFINITE-LIVED INTANGIBLE ASSETS, net | 94,799,000 | 96,732,000 | ||
OTHER ASSETS | 2,340,000 | 2,376,000 | ||
Total assets | 159,061,000 | 163,321,000 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 66,000 | 68,000 | ||
Accrued liabilities | 1,356,000 | 1,297,000 | ||
Current portion of notes payable, capital leases and commercial bank financing | 3,666,000 | 3,659,000 | ||
Current portion of program contracts payable | 9,127,000 | 9,714,000 | ||
Total current liabilities | 14,215,000 | 14,738,000 | ||
LONG-TERM LIABILITIES: | ||||
Notes payable, capital leases and commercial bank financing, less current portion | 27,721,000 | 28,640,000 | ||
Program contracts payable, less current portion | 11,381,000 | 10,161,000 | ||
Long term liabilities | 9,718,000 | 8,739,000 | ||
Total liabilities | 63,035,000 | 62,278,000 | ||
Consolidated VIEs, aggregated | Minimum | ||||
Variable Interest Entities | ||||
Initial term of certain outsourcing agreements | 5 years | |||
Consolidated VIEs | Eliminations | ||||
LONG-TERM LIABILITIES: | ||||
Liabilities associated with the certain outsourcing agreements and purchase options | 78,000,000 | 78,100,000 | ||
Consolidated VIEs | Eliminations | Cunningham | ||||
LONG-TERM LIABILITIES: | ||||
Total payments made under the LMA excluded from liabilities | 35,200,000 | 34,400,000 | ||
Total capital leased liabilities excluded from VIE consolidation | $4,300,000 | $4,300,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Variable Interest Entities | |||
Income from equity and cost method investments | $3,146,000 | $98,000 | |
VIEs which are not primary beneficiary | |||
Variable Interest Entities | |||
Carrying amount | 21,500,000 | 22,700,000 | |
Income from equity and cost method investments | $3,300,000 | $200,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 3 Months Ended | |||
Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 20, 2014 | Feb. 06, 2008 |
Share Repurchase Program | ||||
Share repurchase program, authorized amount | $150,000,000 | $150,000,000 | ||
Number of shares repurchased | 0.3 | |||
Value of shares repurchased | 7,803,000 | 82,371,000 | ||
Total remaining authorization amount | $126,600,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (Maximum, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Maximum | |
Income taxes | |
Reduction in liability for unrecognized tax benefits related to continuing operations | $6.70 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (Bank Credit Agreement, Subsequent Event, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 30, 2015 |
Term Loan B | |
Notes Payable And Commercial Bank Financing | |
Additional debt commitment | $350 |
Term Loan B | LIBOR | |
Notes Payable And Commercial Bank Financing | |
Interest rate margin (as a percent) | 2.75% |
LIBOR floor (as a percent) | 0.75% |
Revolving Credit Facility | |
Notes Payable And Commercial Bank Financing | |
Current borrowing facility | $483 |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 19, 2014 | Nov. 01, 2014 | Aug. 01, 2014 | |
item | ||||||
Allocated fair value of acquired assets and assumed liabilities | ||||||
Goodwill | $1,951,074,000 | $1,964,553,000 | ||||
Property and equipment | -742,397,000 | -752,538,000 | ||||
Depreciation | -25,189,000 | -24,378,000 | ||||
Total Acquisitions | ||||||
Acquisitions | ||||||
Number of television stations | 21 | |||||
Number of markets | 15 | |||||
Cash paid | 1,434,500,000 | |||||
Working capital adjustment | 47,300,000 | |||||
2014 Acquisitions | ||||||
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 | 6,201,000 | |||||
Property and equipment | 86,762,000 | |||||
Broadcast licenses | 13,925,000 | |||||
Definite-lived intangible assets | 823,025,000 | |||||
Other assets | 21,852,000 | |||||
Assets held for sale | 83,200,000 | |||||
Accounts payable and accrued liabilities | -11,856,000 | |||||
Program contracts payable | -6,089,000 | |||||
Deferred tax liability | -261,393,000 | |||||
Other long term liabilities | -18,225,000 | |||||
Fair value of identifiable net assets acquired | 796,456,000 | |||||
Goodwill | 685,398,000 | |||||
Total | 1,481,854,000 | |||||
Property and equipment | 12,500,000 | |||||
Decrease Broadcast licenses | 4,100,000 | |||||
Increase finite-lived intangible assets | 33,000,000 | |||||
Decrease Goodwill | 16,500,000 | |||||
Depreciation | 600,000 | |||||
Amortization | 300,000 | |||||
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 | 1,954,000 | |||||
Property and equipment | 23,462,000 | |||||
Broadcast licenses | 100,000 | |||||
Definite-lived intangible assets | 125,200,000 | |||||
Accounts payable and accrued liabilities | -2,085,000 | |||||
Program contracts payable | -1,914,000 | |||||
Fair value of identifiable net assets acquired | 147,193,000 | |||||
Goodwill | 58,698,000 | |||||
Total | 205,891,000 | |||||
KSNV | ||||||
Acquisitions | ||||||
Cash paid | 118,500,000 | |||||
Working capital adjustment | 200,000 | |||||
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 | 62,700,000 | |||||
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 | 69,591,000 | |||||
Goodwill | 48,699,000 | |||||
Total | 118,290,000 | |||||
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 | ||||||
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 |
ACQUISITIONS_Details_2
ACQUISITIONS (Details 2) (USD $) | 3 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Nov. 22, 2013 | Dec. 31, 2014 |
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 | $823,025 | ||
Estimated goodwill deductible for tax purposes | 149,840 | ||
2014 Acquisitions | Network affiliations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 498,600 | ||
2014 Acquisitions | Decaying advertiser base | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 78,900 | ||
2014 Acquisitions | Other intangible assets | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 245,525 | ||
MEG Stations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 125,200 | ||
Estimated goodwill deductible for tax purposes | 58,698 | ||
MEG Stations | Network affiliations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 54,300 | ||
MEG Stations | Decaying advertiser base | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 19,200 | ||
MEG Stations | Other intangible assets | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 51,700 | ||
KSNV | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 62,700 | ||
Estimated goodwill deductible for tax purposes | 48,699 | ||
KSNV | Network affiliations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 44,775 | ||
KSNV | Decaying advertiser base | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 12,100 | ||
KSNV | Other intangible assets | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 5,825 | ||
Allbritton | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 564,100 | ||
Allbritton | Network affiliations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 356,900 | ||
Allbritton | Decaying advertiser base | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 38,500 | ||
Allbritton | Other intangible assets | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 168,700 | ||
Other | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 71,025 | ||
Estimated goodwill deductible for tax purposes | 42,443 | ||
Other | Network affiliations | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 42,625 | ||
Other | Decaying advertiser base | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | 9,100 | ||
Other | Other intangible assets | |||
Acquisitions | |||
Fair value of identifiable definite-lived intangible assets acquired | $19,300 | ||
Barrington Broadcasting Company, LLC | Network affiliations | |||
Acquisitions | |||
Amortization period | 15 years | ||
Barrington Broadcasting Company, LLC | Decaying advertiser base | |||
Acquisitions | |||
Amortization period | 10 years |
ACQUISITIONS_Details_3
ACQUISITIONS (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | |
ACQUISITIONS | |||
Costs incurred in corporate, general and administrative expenses | $100,000 | $1,000,000 | |
Pro Forma Information | |||
Total revenues | 474,222,000 | ||
Net Income | 18,401,000 | ||
Net Income attributable to Sinclair Broadcast Group | $17,902,000 | ||
Basic earnings per share attributable to Sinclair Broadcast Group (in dollars per share) | $0.18 | ||
Diluted earnings per share attributable to Sinclair Broadcast Group (in dollars per share) | $0.18 |
DISPOSITION_OF_ASSETS_Details
DISPOSITION OF ASSETS (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2015 | Aug. 01, 2014 | Sep. 30, 2014 |
Assets: | ||||
Accounts receivable | $5,101,000 | |||
Prepaid expenses and other current assets | 1,403,000 | |||
Total current 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 | |||
Total liabilities held for sale | 2,477,000 | |||
Non License Broadcast Assets | ||||
Assets: | ||||
Property and equipment | 1,800,000 | 1,800,000 | ||
Allbritton | ||||
Discontinued Operations [Line Items] | ||||
Working capital adjustment | 50,200,000 | |||
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 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 15, 2014 | Aug. 01, 2014 | |
item | item | item | ||
COMMITMENTS AND CONTINGENCIES | ||||
Number of television stations in the same market entering into an agreement | 2 | |||
Number of television stations with attributable interest | 1 | |||
Percentage of ad time to be considered an owner | 15.00% | |||
Number of waivers sought | 1 | |||
Revenue | $504,775,000 | $412,648,000 | ||
JSA | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Revenue | 10,900,000 | 11,000,000 | ||
Allbritton | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Number of markets | 7 | |||
Cunningham | Allbritton | WTAT | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Price of assets sold | 14,000,000 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income (Numerator) | ||
Net Income | $24,836 | $27,657 |
Net (income) loss attributable to noncontrolling interests | -554 | -499 |
Numerator for diluted earnings available to common shareholders | $24,282 | $27,158 |
Shares (Denominator) | ||
Weighted average common shares outstanding | 95,131,000 | 98,824,000 |
Dilutive effect of stock settled appreciation rights, restricted stock awards and outstanding stock options (in shares) | 640,000 | 678,000 |
Weighted-average common and common equivalent shares outstanding | 95,771,000 | 99,502,000 |
Additional Disclosures | ||
Potentially antidilutive dilutive securities excluded from calculation of diluted earnings per share (in shares) | 300,000 | 0 |
RELATED_PERSON_TRANSACTIONS_De
RELATED PERSON TRANSACTIONS (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2013 | Jul. 31, 2014 | Sep. 30, 2014 | Nov. 05, 2009 | Aug. 01, 2014 | Dec. 31, 2012 | |
Related person transactions | |||||||||
Total revenues | $504,775,000 | $412,648,000 | |||||||
Entities owned by the controlling shareholders | Leased assets or facilities | |||||||||
Related person transactions | |||||||||
Amount paid | 1,400,000 | 1,500,000 | |||||||
Cunningham | |||||||||
Related person transactions | |||||||||
Right to acquire capital stock (as a percent) | 100.00% | ||||||||
Price of assets sold | 78,500,000 | ||||||||
Price for which nonvoting stock was purchased | 2,000,000 | 1,700,000 | |||||||
Annual increase in aggregate purchase price (as a percent) | 6.00% | ||||||||
Remaining purchase price | 53,600,000 | ||||||||
Total revenues | 21,700,000 | 27,200,000 | |||||||
Cunningham | LMA | |||||||||
Related person transactions | |||||||||
Right to acquire capital stock (as a percent) | 100.00% | ||||||||
Amount paid | 2,300,000 | 3,300,000 | 4,700,000 | ||||||
Price of assets sold | 14,000,000 | ||||||||
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 | ||||||||
Operating costs reimbursement (as a percent) | 100.00% | ||||||||
Cunningham | Minimum | LMA | |||||||||
Related person transactions | |||||||||
Percentage of net broadcast revenue used to determine annual LMA fees required to be paid | 3.00% | ||||||||
Amount used to determine annual LMA fees required to be paid | 5,000,000 | ||||||||
Cunningham | Maximum | |||||||||
Related person transactions | |||||||||
Amount of purchase price reduction from quarterly installments | 29,100,000 | ||||||||
Cunningham license related assets | |||||||||
Related person transactions | |||||||||
Agreement renewal period | 8 years | ||||||||
Amount of guarantee on the bank debt | 3,000,000 | ||||||||
Total revenues | 1,700,000 | 1,500,000 | |||||||
Amount received | 1,300,000 | 800,000 | |||||||
Atlantic Automotive | Leased assets or facilities | |||||||||
Related person transactions | |||||||||
Annual rent | 100,000 | 300,000 | |||||||
Number of real estate ventures | 1 | ||||||||
Atlantic Automotive | Vehicles and related vehicle services | |||||||||
Related person transactions | |||||||||
Amount paid | 0 | 0 | |||||||
Atlantic Automotive | Maximum | Advertising time | |||||||||
Related person transactions | |||||||||
Amount received | 400,000 | 100,000 | |||||||
President and Chief Executive Officer | Leased assets or facilities | Real estate ventures in Baltimore, MD | |||||||||
Related person transactions | |||||||||
Number of restaurants owned by a related party | 3 | ||||||||
Number of real estate ventures | 1 | ||||||||
President and Chief Executive Officer | Leased assets or facilities | Real estate ventures in Towson, MD | |||||||||
Related person transactions | |||||||||
Annual rent | 100,000 | 100,000 | |||||||
Number of restaurants owned by a related party | 1 | ||||||||
Number of real estate ventures | 1 | ||||||||
President and Chief Executive Officer | Maximum | Leased assets or facilities | Real estate ventures in Baltimore, MD | |||||||||
Related person transactions | |||||||||
Amount received | 100,000 | 100,000 | |||||||
Controlling shareholders | Maximum | Charter Aircraft | |||||||||
Related person transactions | |||||||||
Aircraft expense | $300,000 | $300,000 |
SEGMENT_DATA_Details
SEGMENT DATA (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
SEGMENT DATA | |||
Intercompany loans | $207,000,000 | $172,000,000 | |
Intercompany interest expense | 5,200,000 | 4,900,000 | |
Segment data | |||
Revenue | 504,775,000 | 412,648,000 | |
Depreciation of property and equipment | 25,189,000 | 24,378,000 | |
Amortization of definite-lived intangible assets and other assets | 39,980,000 | 24,728,000 | |
Amortization of program contract costs and net realizable value adjustments | 30,391,000 | 23,941,000 | |
General and administrative overhead expenses | 16,016,000 | 15,835,000 | |
Operating income (loss) | 84,547,000 | 81,000,000 | |
Interest expense | 46,648,000 | 39,538,000 | |
Income from equity and cost method investments | 3,146,000 | 98,000 | |
Assets | 5,417,479,000 | 5,452,172,000 | |
Operating segments | Broadcast | |||
Segment data | |||
Number of markets | 79 | ||
Revenue | 485,122,000 | 397,906,000 | |
Depreciation of property and equipment | 24,185,000 | 23,517,000 | |
Amortization of definite-lived intangible assets and other assets | 37,891,000 | 23,163,000 | |
Amortization of program contract costs and net realizable value adjustments | 30,391,000 | 23,941,000 | |
General and administrative overhead expenses | 14,905,000 | 14,730,000 | |
Operating income (loss) | 87,449,000 | 82,121,000 | |
Assets | 4,865,380,000 | ||
Operating segments | Other operating divisions segment | |||
Segment data | |||
Revenue | 19,653,000 | 14,742,000 | |
Depreciation of property and equipment | 725,000 | 594,000 | |
Amortization of definite-lived intangible assets and other assets | 2,089,000 | 1,565,000 | |
General and administrative overhead expenses | 259,000 | 251,000 | |
Operating income (loss) | 744,000 | 1,000 | |
Interest expense | 1,075,000 | 919,000 | |
Income from equity and cost method investments | 3,146,000 | 98,000 | |
Assets | 366,307,000 | ||
Corporate | |||
Segment data | |||
Depreciation of property and equipment | 279,000 | 267,000 | |
General and administrative overhead expenses | 852,000 | 854,000 | |
Operating income (loss) | -3,646,000 | -1,122,000 | |
Interest expense | 45,573,000 | 38,619,000 | |
Assets | $185,792,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
6.375% Senior Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Interest rate (as a percent) | 6.38% | 6.38% |
6.125% Senior Unsecured Notes due 2022 | ||
FAIR VALUE MEASUREMENTS: | ||
Interest rate (as a percent) | 6.13% | 6.13% |
5.625% Senior Unsecured Notes due 2024 | ||
FAIR VALUE MEASUREMENTS: | ||
Interest rate (as a percent) | 5.63% | 5.63% |
5.375% Senior Unsecured Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Interest rate (as a percent) | 5.38% | 5.38% |
Carrying Value | Revolving Credit Facility | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 323,000 | 338,000 |
Carrying Value | 6.375% Senior Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 350,000 | 350,000 |
Carrying Value | 6.125% Senior Unsecured Notes due 2022 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 500,000 | 500,000 |
Carrying Value | 5.625% Senior Unsecured Notes due 2024 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 550,000 | 550,000 |
Carrying Value | 5.375% Senior Unsecured Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 600,000 | 600,000 |
Carrying Value | Term Loan A | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 341,183 | 348,073 |
Carrying Value | Term Loan B | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 1,034,450 | 1,035,883 |
Carrying Value | Debt of variable interest entities | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 29,296 | 30,167 |
Carrying Value | Debt of other operating divisions | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 126,502 | 118,822 |
Level 2 | Fair Value | Revolving Credit Facility | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 323,000 | 338,000 |
Level 2 | Fair Value | 6.375% Senior Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 370,563 | 355,800 |
Level 2 | Fair Value | 6.125% Senior Unsecured Notes due 2022 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 523,005 | 503,475 |
Level 2 | Fair Value | 5.625% Senior Unsecured Notes due 2024 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 562,375 | 532,813 |
Level 2 | Fair Value | 5.375% Senior Unsecured Notes due 2021 | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 616,500 | 595,068 |
Level 2 | Fair Value | Term Loan A | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 334,359 | 341,982 |
Level 2 | Fair Value | Term Loan B | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 1,036,559 | 1,029,997 |
Level 2 | Fair Value | Debt of variable interest entities | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 29,296 | 30,167 |
Level 2 | Fair Value | Debt of other operating divisions | ||
FAIR VALUE MEASUREMENTS: | ||
Fair Value | 126,502 | 118,822 |
CONDENSED_CONSOLIDATING_FINANC2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Consolidated total debt | $3,911,000,000 | |||
Cash | 57,843,000 | 17,682,000 | 317,811,000 | 280,104,000 |
Accounts and other receivables | 368,696,000 | 383,503,000 | ||
Other current assets | 107,238,000 | 118,476,000 | ||
Assets held for sale | 6,504,000 | |||
Total current assets | 533,777,000 | 526,165,000 | ||
Property and equipment, net | 742,397,000 | 752,538,000 | ||
Assets held for sale | 1,843,000 | 8,817,000 | ||
Other long-term assets | 237,105,000 | 246,761,000 | ||
Total other long-term assets | 237,105,000 | 255,578,000 | ||
Goodwill and other intangible assets | 3,904,200,000 | 3,917,891,000 | ||
Total assets | 5,417,479,000 | 5,452,172,000 | ||
Accounts payable and accrued liabilities | 245,055,000 | 258,371,000 | ||
Current portion of long-term debt | 58,826,000 | 113,116,000 | ||
Current portion of affiliate long-term debt | 2,778,000 | 2,625,000 | ||
Other current liabilities | 124,520,000 | 117,417,000 | ||
Liabilities held for sale | 2,477,000 | |||
Total current liabilities | 431,179,000 | 494,006,000 | ||
Long-term debt | 3,831,823,000 | 3,796,666,000 | ||
Affiliate long-term debt | 17,605,000 | 16,309,000 | ||
Other liabilities | 724,432,000 | 739,848,000 | ||
Total liabilities | 5,005,039,000 | 5,046,829,000 | ||
Total Sinclair Broadcast Group shareholders' equity | 437,244,000 | 427,882,000 | ||
Noncontrolling interests in consolidated subsidiaries | -24,804,000 | -22,539,000 | ||
Total liabilities and equity | 5,417,479,000 | 5,452,172,000 | ||
5.375% Senior Unsecured Notes due 2021 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 5.38% | 5.38% | ||
6.125% Senior Unsecured Notes due 2022 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 6.13% | 6.13% | ||
6.375% Senior Notes due 2021 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 6.38% | 6.38% | ||
Sinclair Broadcast Group, Inc | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Amount of debt guaranteed by parent | 3,727,900,000 | |||
Sinclair Television Group, Inc. | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Amount of debt guaranteed by parent | 3,779,000,000 | |||
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 Unsecured Notes, due 2024 | ||||
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% | |||
Guarantor Subsidiaries and KDSM, LLC | 5.375% Senior Unsecured Notes due 2021 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 5.38% | |||
Guarantor Subsidiaries and KDSM, LLC | 5.625% Senior Unsecured Notes, due 2024 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 5.63% | |||
Guarantor Subsidiaries and KDSM, LLC | 6.125% Senior Unsecured Notes due 2022 | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Interest rate (as a percent) | 6.13% | |||
Guarantor Subsidiaries and KDSM, LLC | 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 | ||||
Other current assets | 1,627,000 | 5,741,000 | ||
Total current assets | 1,627,000 | 5,741,000 | ||
Property and equipment, net | 3,683,000 | 3,949,000 | ||
Investment in consolidated subsidiaries | 412,044,000 | 395,225,000 | ||
Other long-term assets | 63,286,000 | 65,988,000 | ||
Total other long-term assets | 475,330,000 | 461,213,000 | ||
Total assets | 480,640,000 | 470,903,000 | ||
Accounts payable and accrued liabilities | 1,812,000 | 541,000 | ||
Current portion of long-term debt | 375,000 | 529,000 | ||
Current portion of affiliate long-term debt | 1,509,000 | 1,464,000 | ||
Other current liabilities | 3,026,000 | 1,208,000 | ||
Total current liabilities | 6,722,000 | 3,742,000 | ||
Affiliate long-term debt | 3,109,000 | 3,508,000 | ||
Other liabilities | 33,565,000 | 35,771,000 | ||
Total liabilities | 43,396,000 | 43,021,000 | ||
Total Sinclair Broadcast Group shareholders' equity | 437,244,000 | 427,882,000 | ||
Total liabilities and equity | 480,640,000 | 470,903,000 | ||
Reportable legal entities | Sinclair Television Group, Inc. | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Cash | 35,551,000 | 3,394,000 | 299,883,000 | 237,974,000 |
Accounts and other receivables | 164,000 | |||
Other current assets | 16,261,000 | 12,996,000 | ||
Total current assets | 51,812,000 | 16,554,000 | ||
Property and equipment, net | 19,618,000 | 17,554,000 | ||
Investment in consolidated subsidiaries | 3,519,449,000 | 3,585,037,000 | ||
Other long-term assets | 628,279,000 | 595,112,000 | ||
Total other long-term assets | 4,147,728,000 | 4,180,149,000 | ||
Goodwill and other intangible assets | 1,483,000 | |||
Total assets | 4,219,158,000 | 4,215,740,000 | ||
Accounts payable and accrued liabilities | 57,224,000 | 46,083,000 | ||
Current portion of long-term debt | 46,250,000 | 42,953,000 | ||
Total current liabilities | 103,474,000 | 89,036,000 | ||
Long-term debt | 3,652,382,000 | 3,679,004,000 | ||
Other liabilities | 28,261,000 | 28,856,000 | ||
Total liabilities | 3,784,117,000 | 3,796,896,000 | ||
Total Sinclair Broadcast Group shareholders' equity | 435,041,000 | 418,844,000 | ||
Total liabilities and equity | 4,219,158,000 | 4,215,740,000 | ||
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Cash | 936,000 | 1,749,000 | 394,000 | 28,594,000 |
Accounts and other receivables | 341,056,000 | 359,486,000 | ||
Other current assets | 86,304,000 | 98,751,000 | ||
Total current assets | 428,296,000 | 459,986,000 | ||
Property and equipment, net | 554,338,000 | 569,372,000 | ||
Assets held for sale | 1,843,000 | |||
Investment in consolidated subsidiaries | 4,129,000 | 3,978,000 | ||
Other long-term assets | 82,312,000 | 90,914,000 | ||
Total other long-term assets | 86,441,000 | 96,735,000 | ||
Goodwill and other intangible assets | 3,800,607,000 | 3,821,985,000 | ||
Total assets | 4,869,682,000 | 4,948,078,000 | ||
Accounts payable and accrued liabilities | 178,665,000 | 201,102,000 | ||
Current portion of long-term debt | 1,371,000 | 1,302,000 | ||
Current portion of affiliate long-term debt | 1,086,000 | 1,182,000 | ||
Other current liabilities | 113,656,000 | 107,867,000 | ||
Total current liabilities | 294,778,000 | 311,453,000 | ||
Long-term debt | 33,971,000 | 34,338,000 | ||
Affiliate long-term debt | 12,587,000 | 12,802,000 | ||
Other liabilities | 1,007,725,000 | 1,003,213,000 | ||
Total liabilities | 1,349,061,000 | 1,361,806,000 | ||
Total Sinclair Broadcast Group shareholders' equity | 3,520,621,000 | 3,586,272,000 | ||
Total liabilities and equity | 4,869,682,000 | 4,948,078,000 | ||
Reportable legal entities | Non-Guarantor Subsidiaries | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Cash | 21,356,000 | 12,539,000 | 17,534,000 | 13,536,000 |
Accounts and other receivables | 28,861,000 | 25,111,000 | ||
Other current assets | 21,758,000 | 12,721,000 | ||
Assets held for sale | 6,504,000 | |||
Total current assets | 71,975,000 | 56,875,000 | ||
Property and equipment, net | 172,105,000 | 168,762,000 | ||
Assets held for sale | 6,974,000 | |||
Other long-term assets | 115,725,000 | 115,375,000 | ||
Total other long-term assets | 115,725,000 | 122,349,000 | ||
Goodwill and other intangible assets | 217,368,000 | 209,724,000 | ||
Total assets | 577,173,000 | 557,710,000 | ||
Accounts payable and accrued liabilities | 28,595,000 | 24,325,000 | ||
Current portion of long-term debt | 10,830,000 | 68,332,000 | ||
Current portion of affiliate long-term debt | 1,402,000 | 1,026,000 | ||
Other current liabilities | 9,323,000 | 9,749,000 | ||
Liabilities held for sale | 2,477,000 | |||
Total current liabilities | 50,150,000 | 105,909,000 | ||
Long-term debt | 145,470,000 | 83,324,000 | ||
Affiliate long-term debt | 334,367,000 | 319,901,000 | ||
Other liabilities | 170,858,000 | 169,935,000 | ||
Total liabilities | 700,845,000 | 679,069,000 | ||
Total Sinclair Broadcast Group shareholders' equity | -94,620,000 | -94,632,000 | ||
Noncontrolling interests in consolidated subsidiaries | -29,052,000 | -26,727,000 | ||
Total liabilities and equity | 577,173,000 | 557,710,000 | ||
Eliminations | ||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||
Accounts and other receivables | -1,221,000 | -1,258,000 | ||
Other current assets | -18,712,000 | -11,733,000 | ||
Total current assets | -19,933,000 | -12,991,000 | ||
Property and equipment, net | -7,347,000 | -7,099,000 | ||
Investment in consolidated subsidiaries | -3,935,622,000 | -3,984,240,000 | ||
Other long-term assets | -652,497,000 | -620,628,000 | ||
Total other long-term assets | -4,588,119,000 | -4,604,868,000 | ||
Goodwill and other intangible assets | -113,775,000 | -115,301,000 | ||
Total assets | -4,729,174,000 | -4,740,259,000 | ||
Accounts payable and accrued liabilities | -21,241,000 | -13,680,000 | ||
Current portion of affiliate long-term debt | -1,219,000 | -1,047,000 | ||
Other current liabilities | -1,485,000 | -1,407,000 | ||
Total current liabilities | -23,945,000 | -16,134,000 | ||
Affiliate long-term debt | -332,458,000 | -319,902,000 | ||
Other liabilities | -515,977,000 | -497,927,000 | ||
Total liabilities | -872,380,000 | -833,963,000 | ||
Total Sinclair Broadcast Group shareholders' equity | -3,861,042,000 | -3,910,484,000 | ||
Noncontrolling interests in consolidated subsidiaries | 4,248,000 | 4,188,000 | ||
Total liabilities and equity | ($4,729,174,000) | ($4,740,259,000) |
CONDENSED_CONSOLIDATING_FINANC3
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Net revenue | $504,775 | $412,648 |
Program and production | 171,015 | 127,039 |
Selling, general and administrative | 117,903 | 97,760 |
Depreciation, amortization and other operating expenses | 131,310 | 106,849 |
Total operating expenses | 420,228 | 331,648 |
Operating income | 84,547 | 81,000 |
Interest expense | -46,648 | -39,538 |
Other income (expense) | 3,364 | 1,015 |
Total other expense, net | -43,284 | -38,523 |
Income tax benefit (provision) | -16,427 | -14,820 |
NET INCOME | 24,836 | 27,657 |
Net income attributable to the noncontrolling interests | -554 | -499 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 24,282 | 27,158 |
Comprehensive income (loss) | 24,920 | 27,696 |
Reportable legal entities | Sinclair Broadcast Group, Inc | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Selling, general and administrative | 1,045 | 885 |
Depreciation, amortization and other operating expenses | 266 | 267 |
Total operating expenses | 1,311 | 1,152 |
Operating income | -1,311 | -1,152 |
Equity in earnings of consolidated subsidiaries | 24,325 | 26,687 |
Interest expense | -102 | -159 |
Other income (expense) | 1,350 | 646 |
Total other expense, net | 25,573 | 27,174 |
Income tax benefit (provision) | 20 | 1,136 |
NET INCOME | 24,282 | 27,158 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 24,282 | 27,158 |
Comprehensive income (loss) | 24,920 | 27,696 |
Reportable legal entities | Sinclair Television Group, Inc. | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Program and production | 76 | |
Selling, general and administrative | 14,783 | 14,545 |
Depreciation, amortization and other operating expenses | 775 | 1,107 |
Total operating expenses | 15,558 | 15,728 |
Operating income | -15,558 | -15,728 |
Equity in earnings of consolidated subsidiaries | 64,465 | 62,264 |
Interest expense | -43,873 | -36,748 |
Other income (expense) | -154 | 296 |
Total other expense, net | 20,438 | 25,812 |
Income tax benefit (provision) | 20,615 | 17,267 |
NET INCOME | 25,495 | 27,351 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 25,495 | 27,351 |
Comprehensive income (loss) | 25,579 | 27,265 |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Net revenue | 476,670 | 390,080 |
Program and production | 169,693 | 126,733 |
Selling, general and administrative | 99,347 | 80,502 |
Depreciation, amortization and other operating expenses | 102,360 | 86,390 |
Total operating expenses | 371,400 | 293,625 |
Operating income | 105,270 | 96,455 |
Equity in earnings of consolidated subsidiaries | -50 | |
Interest expense | -1,176 | -1,242 |
Other income (expense) | 64 | 93 |
Total other expense, net | -1,162 | -1,149 |
Income tax benefit (provision) | -38,377 | -33,042 |
NET INCOME | 65,731 | 62,264 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 65,731 | 62,264 |
Comprehensive income (loss) | 65,731 | 62,264 |
Reportable legal entities | Non-Guarantor Subsidiaries | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Net revenue | 47,004 | 41,427 |
Program and production | 19,849 | 18,411 |
Selling, general and administrative | 2,640 | 2,400 |
Depreciation, amortization and other operating expenses | 28,250 | 19,160 |
Total operating expenses | 50,739 | 39,971 |
Operating income | -3,735 | 1,456 |
Interest expense | -6,706 | -6,553 |
Other income (expense) | 2,104 | |
Total other expense, net | -4,602 | -6,553 |
Income tax benefit (provision) | 1,315 | -181 |
NET INCOME | -7,022 | -5,278 |
Net income attributable to the noncontrolling interests | -554 | -499 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | -7,576 | -5,777 |
Comprehensive income (loss) | -7,576 | -5,652 |
Eliminations | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Net revenue | -18,899 | -18,859 |
Program and production | -18,527 | -18,181 |
Selling, general and administrative | 88 | -572 |
Depreciation, amortization and other operating expenses | -341 | -75 |
Total operating expenses | -18,780 | -18,828 |
Operating income | -119 | -31 |
Equity in earnings of consolidated subsidiaries | -88,740 | -88,951 |
Interest expense | 5,209 | 5,164 |
Other income (expense) | -20 | |
Total other expense, net | -83,531 | -83,807 |
NET INCOME | -83,650 | -83,838 |
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | -83,650 | -83,838 |
Comprehensive income (loss) | ($83,734) | ($83,877) |
CONDENSED_CONSOLIDATING_FINANC4
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $111,619 | $136,260 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | -23,648 | -11,907 |
Purchase of alarm monitoring contracts | -5,744 | -4,323 |
Distributions from equity and cost method investees | 4,152 | 739 |
Decrease in restricted cash | -679 | |
Investments in equity and cost method investees | -2,945 | -2,154 |
Proceeds from termination of life insurance policies | 17,042 | |
Other, net | 272 | 55 |
Net cash flows used in investing activities | -27,913 | -1,966 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Proceeds from notes payable, commercial bank financing and capital leases | 7,866 | 5,885 |
Repayments of notes payable, commercial bank financing and capital leases | -25,055 | -6,396 |
Dividends paid on Class A and Class B common stock | -15,715 | -14,696 |
Repurchase of outstanding Class A Common Stock | -7,803 | -82,371 |
Other, net | -2,838 | 991 |
Net cash flows used in financing activities | -43,545 | -96,587 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 40,161 | 37,707 |
CASH AND CASH EQUIVALENTS, beginning of period | 17,682 | 280,104 |
CASH AND CASH EQUIVALENTS, end of period | 57,843 | 317,811 |
Reportable legal entities | Sinclair Broadcast Group, Inc | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | 6,591 | 13,532 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Distributions from equity and cost method investees | 1,425 | |
Net cash flows used in investing activities | 1,425 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Repayments of notes payable, commercial bank financing and capital leases | -508 | -132 |
Dividends paid on Class A and Class B common stock | -15,715 | -14,719 |
Repurchase of outstanding Class A Common Stock | -7,803 | -82,371 |
Increase (decrease) in intercompany payables | 15,323 | 82,043 |
Other, net | 687 | 1,647 |
Net cash flows used in financing activities | -8,016 | -13,532 |
Reportable legal entities | Sinclair Television Group, Inc. | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | -25,325 | -8,180 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | -2,912 | -1,721 |
Distributions from equity and cost method investees | 419 | |
Decrease in restricted cash | -900 | |
Investments in equity and cost method investees | -1,100 | |
Proceeds from termination of life insurance policies | 17,042 | |
Net cash flows used in investing activities | -3,593 | 14,421 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Repayments of notes payable, commercial bank financing and capital leases | -23,514 | -4,335 |
Increase (decrease) in intercompany payables | 84,589 | 60,147 |
Other, net | -144 | |
Net cash flows used in financing activities | 61,075 | 55,668 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 32,157 | 61,909 |
CASH AND CASH EQUIVALENTS, beginning of period | 3,394 | 237,974 |
CASH AND CASH EQUIVALENTS, end of period | 35,551 | 299,883 |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | 139,443 | 124,353 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | -20,309 | -9,587 |
Decrease in restricted cash | 221 | |
Other, net | 272 | |
Net cash flows used in investing activities | -20,037 | -9,366 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Repayments of notes payable, commercial bank financing and capital leases | 56 | -268 |
Increase (decrease) in intercompany payables | -120,275 | -142,667 |
Other, net | -252 | |
Net cash flows used in financing activities | -120,219 | -143,187 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | -813 | -28,200 |
CASH AND CASH EQUIVALENTS, beginning of period | 1,749 | 28,594 |
CASH AND CASH EQUIVALENTS, end of period | 936 | 394 |
Reportable legal entities | Non-Guarantor Subsidiaries | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | -13,488 | 6,472 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | -635 | -599 |
Purchase of alarm monitoring contracts | -5,744 | -4,323 |
Distributions from equity and cost method investees | 2,308 | |
Investments in equity and cost method investees | -1,845 | -2,154 |
Other, net | 55 | |
Net cash flows used in investing activities | -5,916 | -7,021 |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Proceeds from notes payable, commercial bank financing and capital leases | 7,866 | 5,885 |
Repayments of notes payable, commercial bank financing and capital leases | -1,089 | -1,661 |
Increase (decrease) in intercompany payables | 24,969 | 583 |
Other, net | -3,525 | -260 |
Net cash flows used in financing activities | 28,221 | 4,547 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 8,817 | 3,998 |
CASH AND CASH EQUIVALENTS, beginning of period | 12,539 | 13,536 |
CASH AND CASH EQUIVALENTS, end of period | 21,356 | 17,534 |
Eliminations | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | 4,398 | 83 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | 208 | |
Net cash flows used in investing activities | 208 | |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: | ||
Dividends paid on Class A and Class B common stock | 23 | |
Increase (decrease) in intercompany payables | -4,606 | -106 |
Net cash flows used in financing activities | ($4,606) | ($83) |