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8-K/A - 8-K - SINCLAIR BROADCAST GROUP INCa12-13484_18ka.htm
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EX-99.1 - EX-99.1 - SINCLAIR BROADCAST GROUP INCa12-13484_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Effective April 1, 2012, Sinclair Broadcast Group, Inc (the “Company” or “SBG”) completed the previously announced acquisition of the broadcast assets of Freedom Communications (“Freedom”), which the Company had previously operated pursuant to a Local Marketing Agreement (“LMA”) since December 1, 2011. The acquired assets consist of the following eight stations in seven markets along with the respective FCC licenses and network affiliation or program service arrangements: WPEC (CBS) in West Palm Beach, FL; WWMT (CBS) in Grand Rapids/Kalamazoo/Battle Creek, MI;  WRGB (CBS) and WCWN (CW) in Albany, NY; WTVC (ABC) in Chattanooga, TN; WLAJ (ABC) in Lansing, MI; KTVL (CBS) in Medford-Klamath Falls, OR; and KFDM (CBS) in Beaumont/Port Arthur/Orange, TX (collectively, the “Freedom Stations”).

 

The Company paid Freedom $385.0 million, plus a working capital adjustment of $0.3 million.  The Company financed the acquisition and a portion of the closing costs with a draw under a recently raised $157.5 million incremental Term Loan A and a $192.5 million incremental Term Loan B commitment under the Company’s senior secured credit facility (the “Bank Credit Facility”), plus a $38.5 million cash escrow previously paid in November 2011.

 

The unaudited pro forma condensed combined balance sheet is presented as if the acquisition and related acquisition financing had occurred as of December 31, 2011.  The unaudited pro forma condensed combined statement of operations is presented as if the acquisition and related acquisition financing had occurred on January 1, 2011.

 

The unaudited pro forma financial statements were derived from the Company’s and Freedom’s audited historical consolidated financial statements as adjusted for the acquisition and related financing.  The Company’s audited historical financial statements are included in its Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2012, and audited historical financial statements of Freedom Broadcasting, Inc. (“FBI”) as of and for the year ended December 31, 2011, included as Exhibit 99.1 to this Current Report on Form 8-K/A, and these pro forma financial statements should be read in conjunction with those financial statements.

 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the acquisition was consummated as of January 1, 2011.

 

The unaudited pro forma condensed combined statement of operations do not include the effects of non-recurring income statement impacts from the acquisition or the related financing of the acquisition.  Additionally, the unaudited pro forma condensed combined statement of operations does not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

 

The unaudited pro forma condensed combined financial statements are based upon currently available information and assumptions and estimates which the Company believes are reasonable.  These assumptions and estimates, however, are subject to change.  The Company’s management believes that all adjustments have been made that are necessary to fairly present the pro forma information.

 



 

SINCLAIR BROADCAST GROUP, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

FOR THE YEAR ENDED DECEMBER 31, 2011

(Unaudited) (in thousands)

 

 

 

SBG
Historical

 

FBI
Historical

 

Pro Forma
Adjustments

 

 

 

Total Pro
Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,967

 

$

477

 

$

(7,819

)

(A),(C),(D)

 

$

5,625

 

Account receivable, net of allowance for doubtful accounts

 

132,915

 

18,635

 

(12,060

)

(A)

 

139,490

 

Prepaid expenses and other current assets

 

63,835

 

1,278

 

1,449

 

(A),(B)

 

66,562

 

Total current assets

 

209,717

 

20,390

 

(18,430

)

 

 

211,677

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

281,521

 

42,086

 

12,009

 

(B)

 

335,616

 

RESTRICTED CASH, less current portion

 

58,726

 

 

(38,500

)

(D)

 

20,226

 

GOODWILL

 

660,117

 

45,223

 

142,336

 

(B)

 

847,676

 

BROADCAST LICENSES

 

47,002

 

65,565

 

(55,141

)

(B)

 

57,426

 

DEFINITE-LIVED INTANGIBLE ASSETS, net

 

175,341

 

20,172

 

112,994

 

(B)

 

308,507

 

OTHER ASSETS

 

138,993

 

1,258

 

(112

)

(A),(B),(C)

 

140,139

 

Total assets

 

$

1,571,417

 

$

194,694

 

$

155,156

 

 

 

$

1,921,267

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,872

 

$

146

 

$

(34

)

(A)

 

$

8,984

 

Accrued liabilities

 

79,698

 

5,041

 

(6,703

)

(A),(B),(C)

 

78,036

 

Notes payable, capital leases and commercial bank financing

 

41,209

 

 

4,876

 

(C)

 

46,085

 

Other current liabilities

 

65,803

 

289

 

3,191

 

(B)

 

69,283

 

Total current liabilities

 

195,582

 

5,476

 

1,330

 

 

 

202,388

 

 

 

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Notes payable, capital leases and commercial bank financing, less current portion

 

1,164,816

 

 

343,197

 

(C)

 

1,508,013

 

Deferred tax liabilities

 

247,552

 

36,289

 

(36,289

)

(A)

 

247,552

 

Other long-term liabilities

 

74,829

 

489

 

(489

)

(A)

 

74,829

 

Total liabilities

 

1,682,779

 

42,254

 

307,749

 

 

 

2,032,782

 

 

 

 

 

 

 

 

 

 

 

 

 

PARENT COMPANY STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

520

 

 

 

 

 

520

 

Class B Common Stock

 

289

 

 

 

 

 

289

 

Additional paid-in capital

 

617,375

 

 

 

 

 

617,375

 

(Accumulated deficit) retained earnings

 

(734,511

)

152,440

 

(152,593

)

(A),(D)

 

(734,664

)

Accumulated other comprehensive loss

 

(4,848

)

 

 

 

 

(4,848

)

Total Parent Company stockholders’ (deficit) equity

 

(121,175

)

152,440

 

(152,593

)

 

 

(121,328

)

Noncontrolling interest

 

9,813

 

 

 

 

 

9,813

 

Total (deficit) equity

 

(111,362

)

152,440

 

(152,593

)

 

 

(111,515

)

Total liabilities and stockholders’ equity

 

$

1,571,417

 

$

194,694

 

$

155,156

 

 

 

$

1,921,267

 

 



 

SINCLAIR BROADCAST GROUP, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(Unaudited) (in thousands)

 

 

 

SBG
Historical

 

FBI
Historical

 

Pro Forma
Adjustments

 

 

 

Total Pro
Forma

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Station broadcast revenues, net of agency commissions

 

$

648,002

 

$

87,006

 

$

(2,006

)

(F)

 

$

733,002

 

Revenues realized from station barter arrangements

 

72,773

 

2,806

 

 

 

 

75,579

 

Other operating divisions revenues

 

44,513

 

 

 

 

 

44,513

 

Net revenues

 

765,288

 

89,812

 

(2,006

)

 

 

853,094

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Station production expenses

 

178,612

 

27,043

 

(2,525

)

(F)

 

203,130

 

Station selling, general and administrative expenses

 

123,938

 

19,296

 

 

 

 

143,234

 

Expenses recognized from station barter arrangements

 

65,742

 

2,806

 

 

 

 

68,548

 

Amortization of program contract costs and net realizable value adjustments

 

52,079

 

5,476

 

(724

)

(E)

 

56,831

 

Other operating divisions expenses

 

39,486

 

 

 

 

 

39,486

 

Depreciation of property and equipment

 

32,874

 

5,807

 

5,569

 

(E)

 

44,250

 

Corporate general and administrative expenses

 

28,310

 

1,730

 

(295

)

(G)

 

29,745

 

Amortization of definite-lived intangible assets

 

18,229

 

4,572

 

5,312

 

(E)

 

28,113

 

Impairment of goodwill, intangible and other assets

 

398

 

 

 

 

 

398

 

Total operating expenses

 

539,668

 

66,730

 

7,337

 

 

 

613,735

 

Operating income (loss)

 

225,620

 

23,082

 

(9,343

)

 

 

239,359

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

Interest expense and amortization of debt discount and deferred financing costs

 

(106,128

)

 

(11,250

)

(H)

 

(117,378

)

Other income (expense)

 

1,881

 

(375

)

 

 

 

1,506

 

Total other expense

 

(104,247

)

(375

)

(11,250

)

 

 

(115,872

)

Income (loss) before (provision) benefit for income taxes

 

121,373

 

22,707

 

(20,593

)

 

 

123,487

 

PROVISION (BENEFIT) FOR INCOME TAX

 

(44,785

)

(9,044

)

8,269

 

(I)

 

(45,560

)

Net income (loss) from continuing operations

 

76,588

 

13,663

 

(12,324

)

 

 

77,927

 

Net income attributable to the noncontrolling interest

 

(379

)

 

 

 

 

(379

)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP

 

76,209

 

13,663

 

(12,324

)

 

 

77,548

 

Basic earnings per share from continuing operations

 

$

0.95

 

 

 

 

 

$

0.97

 

Diluted earnings per share from continuing operations

 

$

0.95

 

 

 

 

 

$

0.96

 

Weighted average common chares outstanding

 

$

80,217

 

 

 

 

 

$

80,217

 

Weighted average common and common equivalent shares outstanding

 

$

80,532

 

 

 

 

 

$

80,532

 

 



 

NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(1)         BASIS OF PRO FORMA PRESENTATION

 

The unaudited pro forma condensed combined financial statements and explanatory notes give effect to the acquisition of the Freedom Stations by the Company (the “Acquisition”) and the related acquisition financing of such Acquisition.  The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition had occurred as of December 31, 2011.  The unaudited pro forma condensed combined statement of operations is presented as if the Acquisition had occurred on January 1, 2011.

 

The Acquisition has been accounted for under the acquisition method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values.  The excess purchase price over the amounts assigned to tangible and intangible assets acquired and liabilities assumed is recognized as goodwill.

 

The unaudited pro forma condensed financial statements are based on the historical financial statements of the Company and FBI after giving effect to the Acquisition, as well as the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.  The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not indicative of either future results of operations or results that might have been achieved if the acquisition was consummated as of January 1, 2011.  This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, the historical consolidated financial statements and accompanying notes of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 2, 2012, and the financial statements of FBI included as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

Certain reclassifications have been made to the historical presentation of the FBI financial statements to conform to the presentation used in the Company’s condensed consolidated financial statements and the unaudited pro forma financial information.

 

(2) PRELIMINARY PURCHASE PRICE ALLOCATION

 

The following table summarizes the preliminary purchase price for the Freedom acquisition (in thousands):

 

 

 

Amount

 

 

 

 

 

Aggregate cash purchase price for the acquisition

 

$

385,000

 

Estimated net working capital adjustment

 

253

 

Total estimated purchase price

 

$

385,253

 

 

The purchase price is preliminary and is subject to adjustment based upon the difference between the estimated net working capital to be transferred and the actual amount of net working capital transferred on the date of closing.  The initial purchase price has been allocated to the acquired assets and assumed liabilities based on estimated fair values.  The purchase price allocation is preliminary pending a final determination of the fair values of the assets and liabilities.  The initial allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

 

Prepaid expenses and other current assets

 

$

375

 

Current portion of program contract costs

 

3,546

 

Property and equipment

 

54,095

 

Broadcast licenses

 

10,424

 

Definite-lived intangible assets

 

133,166

 

Other assets

 

278

 

Accrued liabilities

 

(710

)

Current portion of program contracts payable

 

(3,480

)

Fair value of identifiable net assets acquired

 

197,694

 

Goodwill

 

187,559

 

Total

 

$

385,253

 

 

The preliminary allocation presented above is 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 amount allocated to definite-lived intangible assets represents the estimated fair values of network affiliations of $93.1 million, the decaying advertiser base of $24.1 million, and other intangible assets of $15.9 million.  These intangible assets will be amortized over the estimated remaining useful lives of 15 years for network affiliations, 10 years for the decaying advertiser base and a weighted average life of 16 years for the other intangible assets.  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.  The Company expects that goodwill will be deductible for tax purposes.  The initial purchase price allocation is based upon all information available to us at the present time and is subject to change, and such changes could be material.

 

(3) PRO FORMA ADJUSTMENTS

 

The unaudited pro forma condensed combined financial statements reflecting the Freedom Acquisition include the adjustments attributed to the acquisition of the Freedom Stations and additional borrowings used to finance the Acquisition which consisted of $157.5 million of incremental Term Loan A and $192.5 million of incremental Term Loan B.

 

The unaudited pro forma condensed combined statement of operations does not include any costs that may result from acquisition and integration activities.  The unaudited pro forma condensed combined financial statements do not include any adjustments for expected future incremental operating income as a result of synergies, which the Company expects may be significant.

 

ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

The pro forma adjustments in the unaudited pro forma combined balance sheet related to the acquisition of the Freedom Stations and the related acquisition financing as of December 31, 2011 are as follows:

 

(A)             The Company purchased only certain assets and assumed only certain liabilities of the Freedom Stations as defined in the acquisition agreement. The Company did not purchase the working capital, including cash and cash equivalents, of the Freedom Stations that existed prior to December 1, 2011, the effective date of the LMA, except for certain prepaid, other assets and accrued expenses, totaling $0.3 million and included within the purchase price allocation in Note 2.  The pro forma adjustments eliminate the excluded asset and liability balances at their historical amounts from the audited financial statements of FBI.

 

The Company funded the net working capital needs of the Freedom Stations during the period of the LMA.  As of December 31, 2011, the cumulative investment in net working capital of these stations was $1.5 million, which represented the net amounts due to the Company pursuant to the LMA and was reflected in the Company’s consolidated balance sheet in prepaid expenses and other current assets and in the FBI balance sheet in accrued liabilities.  These amounts are eliminated in the pro forma adjustments.  This amount is net of amounts due to Freedom pursuant to the LMA as of December 31, 2011 of $4.1 million, which is included in the net cash paid at settlement discussed below in Note (D).  The working capital balances of the Freedom Stations as of December 31, 2011, which would have been consolidated by the Company, are as follows (in thousands):

 

Accounts receivable, net of allowance for doubtful accounts

 

$

6,575

 

Prepaid expenses and other current assets

 

301

 

Accounts payable

 

(112

)

Accrued liabilities

 

(1,214

)

Total

 

$

5,550

 

 

(B)             The assets acquired and liabilities assumed of the Freedom Stations have been adjusted to their estimated fair values as of the acquisition date, as reflected in the purchase price allocation in Note 2.

 

(C)             The pro forma adjustments reflect the acquisition financing including the $157.5 million draw under the incremental Term Loan A commitment and $192.5 million draw under the incremental Term Loan B commitment.  The net proceeds from the refinancing were approximately $343.6 million after deducting related fees and expenses.  The related fees and expenses included the discount on the incremental Term Loan B commitment of $1.9 million and $4.5 million in fees to creditors and third parties, of which $2.9 million was recorded as deferred financing costs and $1.6 million was recorded as interest expense.  Of the total $4.5 million in fees to creditors and third parties, $3.6 million was included in accrued liabilities in the Company’s balance sheet as of December 31, 2011.  The remaining $0.9 million of costs is reflected as a pro forma adjustment to deferred financing costs included in other assets.

 

(D)             The pro forma adjustments reflect $389.4 million of cash that would have been paid had closing occurred on December 31, 2011, the balance sheet date, which includes $38.5 million of cash held in escrow and recorded as restricted cash on the balance sheet.  The cash paid represents the purchase price of $385.0 million, plus the working capital adjustment of $0.3 million and $4.1 million of amounts outstanding pursuant to the LMA at December 31, 2011.  The actual cash paid at closing on April 1, 2012 was $388.4 million, which represents the purchase price of $385.0 million, plus the working capital adjustment of $0.3 million and $3.1 million of amounts outstanding pursuant to the LMA at March 31, 2012.  In connection with the Freedom acquisition, the Company incurred a total of $0.5 million of costs primarily related to legal

 



 

and other professional services, which were expensed as incurred.  These costs are included in the pro forma retained earnings amount in the unaudited pro forma condensed combined balance sheet.  The total costs incurred in 2012 which were recorded to retained earnings in the December 31, 2011 unaudited pro forma condensed combined balance sheet was $0.2 million.

 

ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

The pro forma adjustments in the unaudited pro forma condensed combined statement of operations related to the Freedom acquisition and the related acquisition financing as of January 1, 2011 are as follows:

 

(E)              The pro forma adjustments include the difference in amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets related to the fair value step-up of these acquired assets.  The total pro forma amortization of program contract costs, depreciation of property and equipment and amortization of definite-lived intangible assets for the year ended December 31, 2011 is $4.8 million, $11.4 million and $9.9 million, respectively.

 

Certain property and equipment which has been stepped-up to fair value is being depreciated over a relatively short-period of time and therefore, the depreciation expense related to the property and equipment of the Freedom Stations will be higher in the first few years after the Acquisition than over the long term.  The pro forma depreciation adjustment related to these assets has a significant effect on the pro forma unaudited net income for the year ended December 31, 2011, and is not necessarily indicative of the long-term future results of operations of the combined entities.  Preliminary estimates of actual depreciation expense for the next five years (beginning April 1, 2012, the acquisition date) related to the acquired property and equipment of the Freedom Stations are as follows (in thousands):

 

For the year ended December 31, 2012 (9 months)

 

$

8,532

 

For the year ended December 31, 2013

 

 

8,289

 

For the year ended December 31, 2014

 

 

6,203

 

For the year ended December 31, 2015

 

 

4,799

 

For the year ended December 31, 2016

 

 

4,005

 

 

(F)               The pro forma adjustments include the elimination of certain intercompany amounts between the Freedom Stations and the Company’s results for the year ended December 31, 2011.  These adjustments include revenues from the LMA of $2.0 million and expenses of $2.0 million recorded in the Company’s results.  An additional $0.5 million in expenses related to the LMA, which were reflected in the FBI statement of operations for the year ended December 31, 2011, was also eliminated.

 

(G)             The pro forma adjustments include the reversal of certain acquisition-related costs reflected in the historical financial statements for the year ended December 31, 2011 that are directly related to the acquisition and are non-recurring in nature.  The total of these costs related to the Freedom acquisition for the year ended December 31, 2011 was $0.3 million.

 

(H)            The pro forma adjustments reflect the additional interest expense, including the amortization of additional deferred financing costs and debt discount, related to the $157.5 million draw under the incremental Term Loan A commitment and $192.5 million draw under the incremental Term Loan B commitment.  The additional cash interest expense of $12.3 million was calculated based on the interest rates in effect during the pro forma period presented.  The weighted average interest rates applied to the incremental Term Loan A and incremental Term Loan B for the pro forma period were 2.52% and 4.38%, respectively.  A one-eighth percent increase or decrease in interest rates would have increased or decreased cash interest expense by $0.4 million.  The additional interest expense resulting from the amortization of additional deferred financing costs and debt discount totaled $1.6 million.  The pro forma adjustments also reflect the reversal of non-recurring financing fees associated with acquisition financing which totaled $2.6 million and were recorded in the Company’s results for the year ended December 31, 2011.

 

(I)                 The Company applied the statutory tax rate in effect for the year ended December 31, 2011 of 36.7% to the pro forma adjustments.  The pro forma provision for income taxes does not necessarily reflect the amounts that would have resulted had the Freedom Stations and the Company filed consolidated returns for the periods presented.

 



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SINCLAIR BROADCAST GROUP, INC.

 

 

 

 

 

 

 

 

By:

/s/ David R. Bochenek

 

 

Name:

David R. Bochenek

 

 

Title:

Vice President/Chief Accounting Officer

 

 

 

 

 

 

 

 

Dated: June 11, 2012