UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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For the quarterly period ended March 31, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE |
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For the transition period from to |
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Commission File Number : 000-26076
SINCLAIR BROADCAST GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Maryland |
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52-1494660 |
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(State or other
jurisdiction of |
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(I.R.S. Employer Identification No.) |
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
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o
As of May 3, 2004, there were 46,475,864 shares of Class A Common Stock, $.01 par value; 39,606,994 shares of Class B Common Stock, $.01 par value; and 3,450,000 shares of Series D Preferred Stock, $.01 par value, convertible into 7,561,644 shares of Class A Common Stock at a conversion price of $22.813 per share; of the Registrant issued and outstanding.
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended March 31, 2004
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CHANGES IN SECURITIES, AND USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
(dollars in thousands, except share data)
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March 31, |
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December 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
16,363 |
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$ |
28,730 |
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Accounts receivable, net of allowance for doubtful accounts of $4,120 and $4,809 |
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122,454 |
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139,761 |
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Current portion of program contract costs |
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47,257 |
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61,053 |
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Taxes receivable |
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947 |
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1,952 |
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Prepaid expenses and other current assets |
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9,073 |
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14,091 |
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Deferred barter costs |
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3,218 |
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2,763 |
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Deferred tax assets |
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12,441 |
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12,443 |
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Total current assets |
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211,753 |
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260,793 |
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PROGRAM CONTRACT COSTS, less current portion |
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26,138 |
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34,218 |
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LOANS TO AFFILIATES |
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10 |
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1,381 |
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PROPERTY AND EQUIPMENT, net |
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356,021 |
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355,817 |
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OTHER ASSETS |
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101,454 |
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106,749 |
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GOODWILL |
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1,118,534 |
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1,118,534 |
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BROADCAST LICENSES |
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443,900 |
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429,507 |
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DEFINITE-LIVED INTANGIBLE ASSETS, net |
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256,075 |
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257,583 |
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Total Assets |
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$ |
2,513,885 |
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$ |
2,564,582 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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7,315 |
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$ |
8,301 |
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Accrued liabilities |
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59,229 |
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70,609 |
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Notes payable, capital leases and commercial bank financing -current portion |
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40,188 |
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38,986 |
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Notes and capital leases payable to affiliates - current portion |
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3,655 |
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3,296 |
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Current portion of program contracts payable |
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114,683 |
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120,873 |
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Deferred barter revenues |
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3,637 |
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3,153 |
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Total current liabilities |
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228,707 |
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245,218 |
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LONG-TERM LIABILITIES: |
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Notes payable, capital leases and commercial bank financing, less current portion |
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1,648,080 |
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1,664,534 |
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Notes and capital leases payable to affiliates, less current portion |
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24,413 |
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25,641 |
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Program contracts payable, less current portion |
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75,914 |
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92,299 |
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Deferred tax liabilities |
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189,498 |
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190,614 |
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Other long-term liabilities |
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113,866 |
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114,705 |
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Total liabilities |
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2,280,478 |
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2,333,011 |
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MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES |
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3,543 |
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2,566 |
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STOCKHOLDERS’ EQUITY: |
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Series D Preferred Stock, $0.01 par value, 3,450,000 shares authorized, issued and outstanding, liquidation preference of $172,500,000 |
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35 |
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35 |
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Class A Common Stock, $0.01 par value, 500,000,000 shares authorized and 46,043,908 and 44,598,278 shares issued and outstanding, respectively |
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460 |
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446 |
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Class B Common Stock, $0.01 par value, 140,000,000 shares authorized and 40,008,250 and 41,213,653 shares issued and outstanding, respectively |
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400 |
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412 |
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Additional paid-in capital |
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765,495 |
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762,720 |
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Deferred compensation |
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(31 |
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(132 |
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Accumulated deficit |
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(536,215 |
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(533,916 |
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Accumulated other comprehensive loss |
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(280 |
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(560 |
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Total stockholders’ equity |
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229,864 |
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229,005 |
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Total Liabilities and Stockholders’ Equity |
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$ |
2,513,885 |
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$ |
2,564,582 |
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The accompanying notes are an integral part of these unaudited consolidated statements.
3
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data) (Unaudited)
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Three Months Ended March 31, |
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2004 |
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2003 |
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REVENUES: |
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Station broadcast revenues, net of agency commissions |
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$ |
158,300 |
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152,481 |
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Revenues realized from station barter arrangements |
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14,189 |
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14,117 |
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Other operating divisions revenue |
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4,004 |
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4,079 |
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Total revenues |
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176,493 |
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170,677 |
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OPERATING EXPENSES: |
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Station production expenses |
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