UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
(Mark One) |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR |
|
ý |
|
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For the quarterly period ended June 30, 2002 |
OR
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For the transition period from to . |
Commission File Number : 000-26076
SINCLAIR BROADCAST GROUP, INC.
(Exact name of Registrant as specified in its charter)
|
Maryland |
|
52-1494660 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
|
Incorporation or organization) |
|
|
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(Address of principal executive offices)
(410) 568-1500
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year-if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
As of August 1, 2002, there were 43,669,150 shares of Class A Common Stock, $.01 par value; 41,815,887 shares of Class B Common Stock, $.01 par value; and 3,450,000 shares of Series D Preferred Stock, $.01 par value, convertible into 7,561,444 shares of Class A Common Stock at a conversion price of $22.813 per share; of the Registrant issued and outstanding.
In addition, 2,000,000 shares of $200 million aggregate liquidation value 11 5/8% High Yield Trust Offered Preferred Securities of Sinclair Capital, a subsidiary trust of Sinclair Broadcast Group, Inc. are issued and outstanding.
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended June 30, 2002
Table of Contents
1
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
(In thousands)
|
|
|
June 30, 2002 |
|
December 31, 2001 |
|
||
|
ASSETS |
|
(Unaudited) |
|
|
|
||
|
CURRENT ASSETS: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
7,164 |
|
$ |
32,063 |
|
|
Accounts receivable, net of allowance for doubtful accounts |
|
141,158 |
|
143,811 |
|
||
|
Current portion of program contract costs |
|
53,704 |
|
82,850 |
|
||
|
Refundable income taxes |
|
16,378 |
|
44,789 |
|
||
|
Prepaid expenses and other current assets |
|
23,164 |
|
18,050 |
|
||
|
Deferred barter costs |
|
3,727 |
|
3,026 |
|
||
|
Assets held for sale |
|
125,058 |
|
128,394 |
|
||
|
Deferred tax assets |
|
2,395 |
|
2,014 |
|
||
|
Total current assets |
|
372,748 |
|
454,997 |
|
||
|
|
|
|
|
|
|
||
|
PROGRAM CONTRACT COSTS, less current portion |
|
48,787 |
|
63,167 |
|
||
|
LOANS TO OFFICERS AND AFFILIATES |
|
1,537 |
|
7,916 |
|
||
|
PROPERTY AND EQUIPMENT, net |
|
313,270 |
|
281,651 |
|
||
|
OTHER ASSETS |
|
72,606 |
|
105,894 |
|
||
|
GOODWILL |
|
1,734,508 |
|
1,733,073 |
|
||
|
BROADCAST LICENSES |
|
429,573 |
|
421,914 |
|
||
|
DEFINITE-LIVED INTANGIBLE ASSETS, net |
|
284,713 |
|
297,019 |
|
||
|
Total Assets |
|
$ |
3,257,742 |
|
$ |
3,365,631 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
CURRENT LIABILITIES: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
10,552 |
|
$ |
29,316 |
|
|
Accrued liabilities |
|
68,605 |
|
63,623 |
|
||
|
Notes payable, capital leases and commercial bank financing, less current portion |
|
1,253 |
|
182 |
|
||
|
Notes and capital leases payable to affiliates |
|
4,003 |
|
7,086 |
|
||
|
Current portion of program contracts payable |
|
99,816 |
|
111,069 |
|
||
|
Deferred barter revenues |
|
4,287 |
|
3,548 |
|
||
|
Liabilities held for sale |
|
17,733 |
|
20,823 |
|
||
|
Total current liabilities |
|
206,249 |
|
235,647 |
|
||
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
||
|
Notes payable, capital leases and commercial bank financing |
|
1,634,010 |
|
1,645,138 |
|
||
|
Notes and capital leases payable to affiliates |
|
30,974 |
|
33,224 |
|
||
|
Program contracts payable, less current portion |
|
108,854 |
|
127,958 |
|
||
|
Deferred tax liability |
|
223,490 |
|
233,679 |
|
||
|
Other long-term liabilities |
|
115,827 |
|
113,691 |
|
||
|
Total liabilities |
|
2,319,404 |
|
2,389,337 |
|
||
|
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES |
|
11,540 |
|
4,334 |
|
||
|
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR DEBENTURES |
|
200,000 |
|
200,000 |
|
||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
||
|
STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
||
|
Series D Preferred Stock, $0.01 par value, 3,450,000 shares authorized, issued and outstanding, liquidation preference of $172,500,000 |
|
35 |
|
35 |
|
||
|
Class A Common Stock, $0.01 par value, 500,000,000 shares authorized and 43,150,650 and 41,088,992 shares issued and outstanding, respectively |
|
424 |
|
411 |
|
||
|
Class B Common Stock, $0.01 par value, 140,000,000 shares authorized and 42,315,887 and 43,219,035 shares issued and outstanding, respectively |
|
423 |
|
432 |
|
||
|
Additional paid-in capital |
|
752,198 |
|
748,353 |
|
||
|
Additional paid-in capital — deferred compensation |
|
(1,086 |
) |
(1,452 |
) |
||
|
Retained earnings (deficit) |
|
(22,679 |
) |
26,886 |
|
||
|
Accumulated other comprehensive loss |
|
(2,517 |
) |
(2,705 |
) |
||
|
Total stockholders’ equity |
|
726,798 |
|
771,960 |
|
||
|
Total Stockholders’ Equity and Liabilities |
|
3,257,742 |
|
3,365,631 |
|
||
The accompanying notes are an integral part of these unaudited consolidated statements.
2
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
(in thousands, except per share data) (Unaudited)
|
|
|
Three
Months Ended |
|
Six Months
Ended |
|
||||||||
|
|
|
2002 |
|
2001 |
|
2002 |
|
2001 |
|
||||
|
REVENUES: |
|
|
|
|
|
|
|
|
|
||||
|
Station broadcast revenues, net of agency commissions |
|
$ |
174,632 |
|
$ |
170,245 |
|
$ |
320,111 |
|
$ |
313,758 |
|
|
Revenues realized from station barter arrangements |
|
15,847 |
|
14,408 |
|
30,580 |
|
26,818 |
|
||||
|
Other revenue |
|
1,138 |
|
1,852 |
|
2,251 |
|
4,035 |
|
||||
|
Total revenues |
|
191,617 |
|
186,505 |
|
352,942 |
|
344,611 |
|
||||
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
||||
|
Program and production |
|
36,907 |
|||||||||||