CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: STG is the primary obligor under the Bank Credit Agreement, 5.875% Notes, 5.125% Notes, 5.500% Notes, and 4.125% Secured Notes (collectively, the Notes are referred to as the "STG Notes"). Our Class A Common Stock and Class B Common Stock as of March 31, 2022, were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the STG Notes. As of March 31, 2022, our consolidated total debt, net of deferred financing costs and debt discounts, of $4,398 million included $4,381 million related to STG and its subsidiaries of which the Company guaranteed $4,344 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 comprehensive income, 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 and are provided pursuant to the terms of certain of our debt agreements. Investments in the subsidiaries of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG are presented in each column under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these condensed consolidating financial statements should be read in conjunction with the accompanying notes to consolidated financial statementsCONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2022 (in millions) (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | Cash and cash equivalents | $ | 54 | | | $ | 415 | | | $ | 1 | | | $ | 51 | | | $ | — | | | $ | 521 | | | | | | | | | | | | | | Accounts receivable, net | — | | | — | | | 561 | | | 59 | | | — | | | 620 | | Other current assets | 6 | | | 79 | | | 296 | | | 23 | | | (78) | | | 326 | | Total current assets | 60 | | | 494 | | | 858 | | | 133 | | | (78) | | | 1,467 | | | | | | | | | | | | | | Property and equipment, net | 1 | | | 31 | | | 655 | | | 50 | | | (22) | | | 715 | | | | | | | | | | | | | | Investment in equity of consolidated subsidiaries | 2,104 | | | 3,231 | | | — | | | — | | | (5,335) | | | — | | | | | | | | | | | | | | Goodwill | — | | | — | | | 2,081 | | | 7 | | | — | | | 2,088 | | Indefinite-lived intangible assets | — | | | — | | | 136 | | | 14 | | | — | | | 150 | | Definite-lived intangible assets, net | — | | | — | | | 1,061 | | | 48 | | | (34) | | | 1,075 | | Other long-term assets | 283 | | | 1,974 | | | 410 | | | 1,363 | | | (2,863) | | | 1,167 | | Total assets | $ | 2,448 | | | $ | 5,730 | | | $ | 5,201 | | | $ | 1,615 | | | $ | (8,332) | | | $ | 6,662 | | | | | | | | | | | | | | Accounts payable and accrued liabilities | $ | 35 | | | $ | 74 | | | $ | 290 | | | $ | 17 | | | $ | (24) | | | $ | 392 | | Current portion of long-term debt | — | | | 20 | | | 7 | | | 10 | | | (1) | | | 36 | | Other current liabilities | 2 | | | 4 | | | 134 | | | 80 | | | (45) | | | 175 | | Total current liabilities | 37 | | | 98 | | | 431 | | | 107 | | | (70) | | | 603 | | | | | | | | | | | | | | Long-term debt | 915 | | | 4,314 | | | 32 | | | 373 | | | (1,272) | | | 4,362 | | | | | | | | | | | | | | Other long-term liabilities | 731 | | | 60 | | | 1,512 | | | 328 | | | (1,821) | | | 810 | | Total liabilities | 1,683 | | | 4,472 | | | 1,975 | | | 808 | | | (3,163) | | | 5,775 | | | | | | | | | | | | | | Redeemable noncontrolling interests | — | | | — | | | — | | | 184 | | | — | | | 184 | | Total Sinclair Broadcast Group equity | 765 | | | 1,258 | | | 3,226 | | | 688 | | | (5,172) | | | 765 | | Noncontrolling interests in consolidated subsidiaries | — | | | — | | | — | | | (65) | | | 3 | | | (62) | | Total liabilities, redeemable noncontrolling interests, and equity | $ | 2,448 | | | $ | 5,730 | | | $ | 5,201 | | | $ | 1,615 | | | $ | (8,332) | | | $ | 6,662 | |
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2021 (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | Cash and cash equivalents | $ | 2 | | | $ | 316 | | | $ | 2 | | | $ | 496 | | | $ | — | | | $ | 816 | | Accounts receivable, net | — | | | — | | | 649 | | | 596 | | | — | | | 1,245 | | Other current assets | 10 | | | 82 | | | 293 | | | 136 | | | (111) | | | 410 | | Total current assets | 12 | | | 398 | | | 944 | | | 1,228 | | | (111) | | | 2,471 | | | | | | | | | | | | | | Property and equipment, net | 1 | | | 31 | | | 664 | | | 161 | | | (24) | | | 833 | | | | | | | | | | | | | | Investment in equity of consolidated subsidiaries | 451 | | | 3,448 | | | — | | | — | | | (3,899) | | | — | | Restricted cash | — | | | — | | | — | | | 3 | | | — | | | 3 | | Goodwill | — | | | — | | | 2,081 | | | 7 | | | — | | | 2,088 | | Indefinite-lived intangible assets | — | | | — | | | 136 | | | 14 | | | — | | | 150 | | Definite-lived intangible assets, net | — | | | — | | | 1,105 | | | 4,019 | | | (36) | | | 5,088 | | Other long-term assets | 331 | | | 1,956 | | | 427 | | | 1,853 | | | (2,659) | | | 1,908 | | Total assets | $ | 795 | | | $ | 5,833 | | | $ | 5,357 | | | $ | 7,285 | | | $ | (6,729) | | | $ | 12,541 | | | | | | | | | | | | | | Accounts payable and accrued liabilities | $ | 31 | | | $ | 85 | | | $ | 295 | | | $ | 279 | | | $ | (35) | | | $ | 655 | | Current portion of long-term debt | — | | | 20 | | | 5 | | | 45 | | | (1) | | | 69 | | Other current liabilities | 2 | | | 6 | | | 155 | | | 392 | | | (77) | | | 478 | | Total current liabilities | 33 | | | 111 | | | 455 | | | 716 | | | (113) | | | 1,202 | | | | | | | | | | | | | | Long-term debt | 915 | | | 4,317 | | | 33 | | | 8,488 | | | (1,482) | | | 12,271 | | Investment in deficit of consolidated subsidiaries | 1,605 | | | — | | | — | | | — | | | (1,605) | | | — | | Other long-term liabilities | 12 | | | 69 | | | 1,426 | | | 468 | | | (1,398) | | | 577 | | Total liabilities | 2,565 | | | 4,497 | | | 1,914 | | | 9,672 | | | (4,598) | | | 14,050 | | | | | | | | | | | | | | Redeemable noncontrolling interests | — | | | — | | | — | | | 197 | | | — | | | 197 | | Total Sinclair Broadcast Group (deficit) equity | (1,770) | | | 1,336 | | | 3,443 | | | (2,644) | | | (2,135) | | | (1,770) | | Noncontrolling interests in consolidated subsidiaries | — | | | — | | | — | | | 60 | | | 4 | | | 64 | | Total liabilities, redeemable noncontrolling interests, and equity | $ | 795 | | | $ | 5,833 | | | $ | 5,357 | | | $ | 7,285 | | | $ | (6,729) | | | $ | 12,541 | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2022 (in millions) (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | Net revenue | $ | — | | | $ | 29 | | | $ | 791 | | | $ | 531 | | | $ | (63) | | | $ | 1,288 | | | | | | | | | | | | | | Media programming and production expenses | — | | | — | | | 362 | | | 412 | | | (16) | | | 758 | | Selling, general and administrative expenses | 3 | | | 48 | | | 199 | | | 63 | | | (46) | | | 267 | | Gain on deconsolidation of subsidiary | (3,357) | | | — | | | — | | | — | | | — | | | (3,357) | | Depreciation, amortization and other operating expenses | — | | | 2 | | | 84 | | | 70 | | | (2) | | | 154 | | Total operating (gains) expenses | (3,354) | | | 50 | | | 645 | | | 545 | | | (64) | | | (2,178) | | | | | | | | | | | | | | Operating income (loss) | 3,354 | | | (21) | | | 146 | | | (14) | | | 1 | | | 3,466 | | | | | | | | | | | | | | Equity in (loss) earnings of consolidated subsidiaries | (38) | | | 100 | | | — | | | — | | | (62) | | | — | | Interest expense | (4) | | | (44) | | | (1) | | | (75) | | | 9 | | | (115) | | Other income (expense) | 4 | | | 1 | | | 3 | | | (50) | | | (6) | | | (48) | | | | | | | | | | | | | | Total other (expense) income | (38) | | | 57 | | | 2 | | | (125) | | | (59) | | | (163) | | | | | | | | | | | | | | Income tax (provision) benefit | (729) | | | 20 | | | (47) | | | 69 | | | — | | | (687) | | Net income (loss) | 2,587 | | | 56 | | | 101 | | | (70) | | | (58) | | | 2,616 | | Net income attributable to the redeemable noncontrolling interests | — | | | — | | | — | | | (4) | | | — | | | (4) | | Net income attributable to the noncontrolling interests | — | | | — | | | — | | | (25) | | | — | | | (25) | | Net income (loss) attributable to Sinclair Broadcast Group | $ | 2,587 | | | $ | 56 | | | $ | 101 | | | $ | (99) | | | $ | (58) | | | $ | 2,587 | | Comprehensive income (loss) | $ | 2,587 | | | $ | 56 | | | $ | 101 | | | $ | (67) | | | $ | (58) | | | $ | 2,619 | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2021 (in millions) (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | Net revenue | $ | — | | | $ | 27 | | | $ | 705 | | | $ | 818 | | | $ | (39) | | | $ | 1,511 | | | | | | | | | | | | | | Media programming and production expenses | — | | | 1 | | | 348 | | | 684 | | | (10) | | | 1,023 | | Selling, general and administrative expenses | 3 | | | 58 | | | 166 | | | 74 | | | (27) | | | 274 | | | | | | | | | | | | | | Depreciation, amortization and other operating expenses | — | | | 2 | | | 74 | | | 105 | | | (2) | | | 179 | | Total operating expenses | 3 | | | 61 | | | 588 | | | 863 | | | (39) | | | 1,476 | | | | | | | | | | | | | | Operating (loss) income | (3) | | | (34) | | | 117 | | | (45) | | | — | | | 35 | | | | | | | | | | | | | | Equity in (loss) earnings of consolidated subsidiaries | (45) | | | 88 | | | — | | | — | | | (43) | | | — | | Interest expense | (3) | | | (42) | | | (1) | | | (111) | | | 6 | | | (151) | | | | | | | | | | | | | | Other income (expense) | 20 | | | 5 | | | (12) | | | 123 | | | (3) | | | 133 | | Total other (expense) income | (28) | | | 51 | | | (13) | | | 12 | | | (40) | | | (18) | | | | | | | | | | | | | | Income tax benefit (provision) | 19 | | | 7 | | | (15) | | | (2) | | | — | | | 9 | | Net (loss) income | (12) | | | 24 | | | 89 | | | (35) | | | (40) | | | 26 | | Net income attributable to the redeemable noncontrolling interests | — | | | — | | | — | | | (4) | | | — | | | (4) | | Net income attributable to the noncontrolling interests | — | | | — | | | — | | | (34) | | | — | | | (34) | | Net (loss) income attributable to Sinclair Broadcast Group | $ | (12) | | | $ | 24 | | | $ | 89 | | | $ | (73) | | | $ | (40) | | | $ | (12) | | Comprehensive (loss) income | $ | (12) | | | $ | 24 | | | $ | 89 | | | $ | (27) | | | $ | (40) | | | $ | 34 | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2022 (in millions) (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (5) | | | $ | (45) | | | $ | 327 | | | $ | (209) | | | $ | 2 | | | $ | 70 | | | | | | | | | | | | | | NET CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | | | | | | | | | | | | Acquisition of property and equipment | — | | | (1) | | | (18) | | | (2) | | | — | | | (21) | | | | | | | | | | | | | | Spectrum repack reimbursements | — | | | — | | | 1 | | | — | | | — | | | 1 | | Proceeds from the sale of assets | — | | | — | | | 4 | | | — | | | — | | | 4 | | Deconsolidation of subsidiary cash | — | | | — | | | — | | | (315) | | | — | | | (315) | | Purchases of investments | (2) | | | (1) | | | (1) | | | (1) | | | — | | | (5) | | Distributions from investments | 50 | | | — | | | 10 | | | 10 | | | — | | | 70 | | | | | | | | | | | | | | Net cash flows from (used in) investing activities | 48 | | | (2) | | | (4) | | | (308) | | | — | | | (266) | | | | | | | | | | | | | | NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | | | | | | Repayments of notes payable, commercial bank financing and finance leases | — | | | (5) | | | (1) | | | (1) | | | — | | | (7) | | Repurchase of outstanding Class A Common Stock | (68) | | | — | | | — | | | — | | | — | | | (68) | | Dividends paid on Class A and Class B Common Stock | (18) | | | — | | | — | | | — | | | — | | | (18) | | Dividends paid on redeemable subsidiary preferred equity | — | | | — | | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | Distributions to noncontrolling interests | — | | | — | | | — | | | (3) | | | — | | | (3) | | | | | | | | | | | | | | Increase (decrease) in intercompany payables | 100 | | | 151 | | | (323) | | | 74 | | | (2) | | | — | | Other, net | (5) | | | — | | | — | | | — | | | — | | | (5) | | Net cash flows from (used in) financing activities | 9 | | | 146 | | | (324) | | | 69 | | | (2) | | | (102) | | | | | | | | | | | | | | NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 52 | | | 99 | | | (1) | | | (448) | | | — | | | (298) | | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 2 | | | 316 | | | 2 | | | 499 | | | — | | | 819 | | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ | 54 | | | $ | 415 | | | $ | 1 | | | $ | 51 | | | $ | — | | | $ | 521 | |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (in millions) (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sinclair Broadcast Group, Inc. | | Sinclair Television Group, Inc. | | Guarantor Subsidiaries and KDSM, LLC | | Non- Guarantor Subsidiaries | | Eliminations | | Sinclair Consolidated | NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES | $ | (18) | | | $ | 30 | | | $ | 113 | | | $ | (332) | | | $ | 1 | | | $ | (206) | | | | | | | | | | | | | | NET CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES | | | | | | | | | | | | Acquisition of property and equipment | — | | | — | | | (14) | | | (7) | | | 1 | | | (20) | | Acquisition of businesses, net of cash acquired | — | | | — | | | (2) | | | — | | | — | | | — | | Spectrum repack reimbursements | — | | | — | | | 14 | | | — | | | — | | | 14 | | Proceeds from the sale of assets | — | | | — | | | 28 | | | — | | | — | | | 28 | | Purchases of investments | (2) | | | (10) | | | (13) | | | (24) | | | — | | | (49) | | | | | | | | | | | | | | Other, net | — | | | — | | | (1) | | | 4 | | | — | | | (2) | | Net cash flows (used in) from investing activities | (2) | | | (10) | | | 12 | | | (27) | | | 1 | | | (26) | | | | | | | | | | | | | | NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | | | | | | | | | | | | Proceeds from notes payable and commercial bank financing | — | | | — | | | — | | | 6 | | | — | | | 6 | | Repayments of notes payable, commercial bank financing and finance leases | — | | | (3) | | | (2) | | | (21) | | | — | | | (26) | | | | | | | | | | | | | | Dividends paid on Class A and Class B Common Stock | (15) | | | — | | | — | | | — | | | — | | | (15) | | Dividends paid on redeemable subsidiary preferred equity | — | | | — | | | — | | | (4) | | | — | | | (4) | | | | | | | | | | | | | | | | | | | | | | | | | | Distributions to noncontrolling interests, net | — | | | — | | | — | | | (30) | | | — | | | (30) | | Distributions to redeemable noncontrolling interests | — | | | — | | | — | | | (2) | | | — | | | (2) | | Increase (decrease) in intercompany payables | 49 | | | 29 | | | (118) | | | 42 | | | (2) | | | — | | Other, net | (14) | | | — | | | — | | | — | | | — | | | (14) | | Net cash flows from (used in) financing activities | 20 | | | 26 | | | (120) | | | (9) | | | (2) | | | (85) | | | | | | | | | | | | | | NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | — | | | 46 | | | 5 | | | (368) | | | — | | | (317) | | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | — | | | 458 | | | — | | | 804 | | | — | | | 1,262 | | CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ | — | | | $ | 504 | | | $ | 5 | | | $ | 436 | | | $ | — | | | $ | 945 | |
|