UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
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.) |
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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
|
Title of each class |
|
Number of shares outstanding as of |
|
Class A Common Stock |
|
45,562,407 |
|
Class B Common Stock |
|
39,606,995 |
|
Series D Preferred Stock |
|
3,337,033 |
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2004
TABLE OF CONTENTS
2
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
|
|
|
September 30, |
|
December 31, |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
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CURRENT ASSETS: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
9,096 |
|
$ |
28,730 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $4,269 and $4,809, respectively |
|
124,233 |
|
139,761 |
|
||
|
Current portion of program contract costs |
|
60,719 |
|
61,053 |
|
||
|
Taxes receivable |
|
411 |
|
1,952 |
|
||
|
Prepaid expenses and other current assets |
|
10,131 |
|
14,091 |
|
||
|
Deferred barter costs |
|
3,563 |
|
2,763 |
|
||
|
Deferred tax assets |
|
12,441 |
|
12,443 |
|
||
|
Total current assets |
|
220,594 |
|
260,793 |
|
||
|
|
|
|
|
|
|
||
|
PROGRAM CONTRACT COSTS, less current portion |
|
33,439 |
|
34,218 |
|
||
|
LOANS TO AFFILIATES |
|
16 |
|
1,381 |
|
||
|
PROPERTY AND EQUIPMENT, net |
|
360,284 |
|
355,817 |
|
||
|
OTHER ASSETS |
|
87,992 |
|
106,749 |
|
||
|
GOODWILL, net |
|
1,118,534 |
|
1,118,534 |
|
||
|
BROADCAST LICENSES, net |
|
443,900 |
|
429,507 |
|
||
|
DEFINITE-LIVED INTANGIBLE ASSETS, net |
|
246,954 |
|
257,583 |
|
||
|
Total assets |
|
$ |
2,511,713 |
|
$ |
2,564,582 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
CURRENT LIABILITIES: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
6,219 |
|
$ |
8,301 |
|
|
Accrued liabilities |
|
62,815 |
|
70,609 |
|
||
|
Current portion of notes payable, capital leases and commercial bank financing |
|
40,043 |
|
38,986 |
|
||
|
Current portion of notes and capital leases payable to affiliates |
|
4,873 |
|
3,296 |
|
||
|
Current portion of program contracts payable |
|
127,322 |
|
120,873 |
|
||
|
Deferred barter revenues |
|
3,659 |
|
3,153 |
|
||
|
Total current liabilities |
|
244,931 |
|
245,218 |
|
||
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
||
|
Notes payable, capital leases and commercial bank financing, less current portion |
|
1,635,171 |
|
1,664,534 |
|
||
|
Notes and capital leases payable to affiliates, less current portion |
|
21,135 |
|
25,641 |
|
||
|
Program contracts payable, less current portion |
|
76,398 |
|
92,299 |
|
||
|
Deferred tax liabilities |
|
206,812 |
|
190,614 |
|
||
|
Other long-term liabilities |
|
90,824 |
|
114,705 |
|
||
|
Total liabilities |
|
2,275,271 |
|
2,333,011 |
|
||
|
MINORITY INTEREST IN CONSOLIDATED ENTITIES |
|
3,071 |
|
2,566 |
|
||
|
SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
||
|
Series D Preferred Stock, $0.01 par value, 3,450,000 shares authorized, 3,337,033 and 3,450,000 issued and outstanding, liquidation preference of $166,851,650 and $172,500,000, respectively |
|
33 |
|
35 |
|
||
|
Class A Common Stock, $0.01 par value, 500,000,000 shares authorized, 45,531,252 and 44,598,278 shares issued and outstanding, respectively |
|
455 |
|
446 |
|
||
|
Class B Common Stock, $0.01 par value, 140,000,000 shares authorized, 39,606,995 and 41,213,653 shares issued and outstanding, respectively |
|
396 |
|
412 |
|
||
|
Additional paid-in capital |
|
751,746 |
|
762,720 |
|
||
|
Additional paid-in capital - deferred stock compensation |
|
(7 |
) |
(132 |
) |
||
|
Accumulated deficit |
|
(519,252 |
) |
(533,916 |
) |
||
|
Accumulated other comprehensive loss |
|
— |
|
(560 |
) |
||
|
Total shareholders’ equity |
|
233,371 |
|
229,005 |
|
||
|
Total liabilities and shareholders’ equity |
|
$ |
2,511,713 |
|
$ |
2,564,582 |
|
The accompanying notes are an integral part of these unaudited consolidated statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data) (Unaudited)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
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|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
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REVENUES: |
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|
|
|
|
|
|
|
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||||
|
Station broadcast revenues, net of agency commissions |
|
$ |
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