Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-26076 | |
Entity Registrant Name | SINCLAIR BROADCAST GROUP, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 52-1494660 | |
Entity Address, Address Line One | 10706 Beaver Dam Road | |
Entity Address, City or Town | Hunt Valley | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21030 | |
City Area Code | 410 | |
Local Phone Number | 568-1500 | |
Title of 12(b) Security | Class A Common Stock, par value $ 0.01 per share | |
Trading Symbol | SBGI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000912752 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 49,252,898 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,727,682 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 632,000 | $ 1,333,000 | |
Accounts receivable, net of allowance for doubtful accounts of $4 and $8, respectively | 1,108,000 | 1,132,000 | |
Income taxes receivable | 248,000 | 103,000 | |
Prepaid sports rights | 335,000 | 113,000 | |
Prepaid expenses and other current assets | 218,000 | 232,000 | |
Total current assets | 2,541,000 | 2,913,000 | |
Property and equipment, net | 814,000 | 765,000 | |
Operating lease assets | 206,000 | 223,000 | |
Deferred tax assets | 259,000 | 0 | |
Restricted cash | 1,000 | 0 | |
Goodwill | 2,092,000 | 4,716,000 | |
Indefinite-lived intangible assets | 163,000 | 158,000 | |
Definite-lived intangible assets, net | 5,747,000 | 7,977,000 | |
Other assets | 660,000 | 618,000 | |
Total assets | [1] | 12,483,000 | 17,370,000 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 466,000 | 782,000 | |
Current portion of notes payable, finance leases, and commercial bank financing | 72,000 | 71,000 | |
Current portion of operating lease liabilities | 38,000 | 38,000 | |
Current portion of program contracts payable | 111,000 | 88,000 | |
Other current liabilities | 287,000 | 155,000 | |
Total current liabilities | 974,000 | 1,134,000 | |
Notes payable, finance leases, and commercial bank financing, less current portion | 12,391,000 | 12,367,000 | |
Operating lease liabilities, less current portion | 203,000 | 217,000 | |
Program contracts payable, less current portion | 34,000 | 39,000 | |
Deferred tax liabilities | 0 | 407,000 | |
Other long-term liabilities | 364,000 | 434,000 | |
Total liabilities | [1] | 13,966,000 | 14,598,000 |
Commitments and contingencies (See Note 5) | |||
Redeemable noncontrolling interests | 194,000 | 1,078,000 | |
Shareholders' equity: | |||
Additional paid-in capital | 711,000 | 1,011,000 | |
Retained (deficit) earnings | (2,438,000) | 492,000 | |
Accumulated other comprehensive loss | (11,000) | (2,000) | |
Total Sinclair Broadcast Group shareholders’ (deficit) equity | (1,737,000) | 1,502,000 | |
Noncontrolling interests | 60,000 | 192,000 | |
Total (deficit) equity | (1,677,000) | 1,694,000 | |
Total liabilities, redeemable noncontrolling interests, and equity | 12,483,000 | 17,370,000 | |
Class A Common Stock | |||
Shareholders' equity: | |||
Common Stock | 1,000 | 1,000 | |
Class B Common Stock | |||
Shareholders' equity: | |||
Common Stock | 0 | 0 | |
Customer relationships, net | |||
Current assets: | |||
Definite-lived intangible assets, net | 4,384,000 | 5,979,000 | |
Other definite-lived intangible assets, net | |||
Current assets: | |||
Definite-lived intangible assets, net | 1,363,000 | 1,998,000 | |
Consolidated VIEs | |||
Current assets: | |||
Cash and cash equivalents | 37,000 | 39,000 | |
Accounts receivable, net of allowance for doubtful accounts of $4 and $8, respectively | 89,000 | 39,000 | |
Prepaid sports rights | 10,000 | 10,000 | |
Prepaid expenses and other current assets | 7,000 | 6,000 | |
Total current assets | 143,000 | 94,000 | |
Property and equipment, net | 17,000 | 15,000 | |
Operating lease assets | 6,000 | 8,000 | |
Definite-lived intangible assets, net | 55,000 | 93,000 | |
Total assets | 237,000 | 228,000 | |
Current liabilities: | |||
Other current liabilities | 35,000 | 19,000 | |
Notes payable, finance leases, and commercial bank financing, less current portion | 11,000 | 15,000 | |
Operating lease liabilities, less current portion | 5,000 | 6,000 | |
Program contracts payable, less current portion | 4,000 | 7,000 | |
Other long-term liabilities | 14,000 | 1,000 | |
Total liabilities | $ 69,000 | $ 48,000 | |
[1] | Our consolidated total assets as of September 30, 2020 and December 31, 2019 include total assets of variable interest entities (VIEs) of $237 million and $228 million , respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2020 and December 31, 2019 include total liabilities of VIEs of $53 million and $27 million , respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities . |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for doubtful accounts | $ 4 | $ 8 |
Class A Common Stock | ||
Common Stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (shares) | 500,000,000 | 500,000,000 |
Common Stock, shares issued (shares) | 49,170,850 | 66,830,110 |
Common Stock, shares outstanding (shares) | 49,170,850 | 66,830,110 |
Class B Common Stock | ||
Common Stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (shares) | 140,000,000 | 140,000,000 |
Common Stock, shares issued (shares) | 24,727,682 | 24,727,682 |
Common Stock, shares outstanding (shares) | 24,727,682 | 24,727,682 |
Consolidated VIEs | ||
Non-recourse liabilities | $ 53 | $ 27 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES: | ||||
Revenues | $ 1,539 | $ 1,125 | $ 4,431 | $ 2,618 |
OPERATING EXPENSES: | ||||
Media programming and production expenses | 1,077 | 560 | 2,288 | 1,215 |
Media selling, general and administrative expenses | 212 | 185 | 608 | 510 |
Amortization of program contract costs | 19 | 22 | 63 | 68 |
Non-media expenses | 18 | 42 | 69 | 120 |
Depreciation of property and equipment | 25 | 24 | 75 | 69 |
Corporate general and administrative expenses | 30 | 237 | 111 | 317 |
Amortization of definite-lived intangible and other assets | 149 | 96 | 449 | 183 |
Impairment of goodwill and definite-lived intangible assets | 4,264 | 0 | 4,264 | 0 |
Gain on asset dispositions and other, net of impairment | (39) | (35) | (99) | (57) |
Total operating expenses | 5,755 | 1,131 | 7,828 | 2,425 |
Operating (loss) income | (4,216) | (6) | (3,397) | 193 |
OTHER INCOME (EXPENSE): | ||||
Interest expense including amortization of debt discount and deferred financing costs | (157) | (129) | (502) | (237) |
Gain on extinguishment of debt | 0 | 0 | 5 | 0 |
Loss from equity method investments | (10) | (12) | (23) | (38) |
Other income, net | 169 | 3 | 169 | 12 |
Total other income (expense), net | 2 | (138) | (351) | (263) |
Loss before income taxes | (4,214) | (144) | (3,748) | (70) |
INCOME TAX BENEFIT | 847 | 95 | 805 | 88 |
NET (LOSS) INCOME | (3,367) | (49) | (2,943) | 18 |
Net income attributable to the redeemable noncontrolling interests | (19) | (11) | (51) | (11) |
Net loss (income) attributable to the noncontrolling interests | 130 | 0 | 113 | (3) |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | $ (3,256) | $ (60) | $ (2,881) | $ 4 |
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP: | ||||
Basic earnings per share (USD per share) | $ (43.53) | $ (0.65) | $ (35.17) | $ 0.05 |
Diluted earnings per share (USD per share) | $ (43.53) | $ (0.65) | $ (35.17) | $ 0.05 |
Basic weighted average common shares outstanding (shares) | 74,810 | 92,086 | 81,922 | 92,050 |
Diluted weighted average common and common equivalent shares outstanding (shares) | 74,810 | 92,086 | 81,922 | 93,271 |
Media revenues | ||||
REVENUES: | ||||
Revenues | $ 1,519 | $ 1,070 | $ 4,353 | $ 2,465 |
Non-media revenues | ||||
REVENUES: | ||||
Revenues | $ 20 | $ 55 | $ 78 | $ 153 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (3,367) | $ (49) | $ (2,943) | $ 18 |
Share of other comprehensive loss of equity method investments | 0 | 0 | (9) | 0 |
Comprehensive (loss) income | (3,367) | (49) | (2,952) | 18 |
Comprehensive income attributable to the redeemable noncontrolling interests | (19) | (11) | (51) | (11) |
Comprehensive loss (income) attributable to the noncontrolling interests | 130 | 0 | 113 | (3) |
Comprehensive (loss) income attributable to Sinclair Broadcast Group | $ (3,256) | $ (60) | $ (2,890) | $ 4 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($) $ in Millions | Total | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
BALANCE at Dec. 31, 2018 | $ 0 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Issuance of redeemable subsidiary preferred equity, net of issuance costs | 985 | ||||||||
Noncontrolling interest issued or acquired | 380 | ||||||||
Distributions to redeemable noncontrolling interests | (14) | ||||||||
Net income (loss) | 11 | ||||||||
BALANCE at Sep. 30, 2019 | 1,362 | ||||||||
BALANCE (shares) at Dec. 31, 2018 | 68,897,723 | 25,670,684 | |||||||
BALANCE at Dec. 31, 2018 | 1,600 | $ 1,121 | $ 518 | $ (1) | $ (39) | $ 1 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared and paid on Class A and Class B Common Stock | (55) | (55) | |||||||
Class B Common Stock converted into Class A Common Stock (shares) | 643,002 | (643,002) | |||||||
Class B Common Stock converted into Class A Common Stock | 0 | ||||||||
Repurchases of Class A Common Stock (shares) | (3,993,194) | ||||||||
Repurchases of Class A Common Stock | (125) | (125) | |||||||
Class A Common Stock issued pursuant to employee benefit plans (shares) | 1,515,606 | ||||||||
Class A Common Stock issued pursuant to employee benefit plans | 32 | 32 | |||||||
Noncontrolling interest issued or acquired | 231 | 231 | |||||||
Distributions to noncontrolling interests, net | (15) | (15) | |||||||
Net (loss) income | 7 | 4 | 3 | ||||||
BALANCE (shares) at Sep. 30, 2019 | 67,063,137 | 25,027,682 | |||||||
BALANCE at Sep. 30, 2019 | 1,675 | 1,028 | 467 | (1) | 180 | $ 1 | $ 0 | ||
BALANCE at Jun. 30, 2019 | 0 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Issuance of redeemable subsidiary preferred equity, net of issuance costs | 985 | ||||||||
Noncontrolling interest issued or acquired | 380 | ||||||||
Distributions to redeemable noncontrolling interests | (14) | ||||||||
Net income (loss) | 11 | ||||||||
BALANCE at Sep. 30, 2019 | 1,362 | ||||||||
BALANCE (shares) at Jun. 30, 2019 | 67,032,088 | 25,027,682 | |||||||
BALANCE at Jun. 30, 2019 | 1,529 | 1,024 | 545 | (1) | (40) | $ 1 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared and paid on Class A and Class B Common Stock | (18) | (18) | |||||||
Class A Common Stock issued pursuant to employee benefit plans (shares) | 31,049 | ||||||||
Class A Common Stock issued pursuant to employee benefit plans | 4 | 4 | |||||||
Noncontrolling interest issued or acquired | 231 | 231 | |||||||
Distributions to noncontrolling interests, net | (11) | (11) | |||||||
Net (loss) income | (60) | (60) | |||||||
BALANCE (shares) at Sep. 30, 2019 | 67,063,137 | 25,027,682 | |||||||
BALANCE at Sep. 30, 2019 | 1,675 | 1,028 | 467 | (1) | 180 | $ 1 | $ 0 | ||
BALANCE at Dec. 31, 2019 | 1,078 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Noncontrolling interest issued or acquired | 22 | ||||||||
Distributions to noncontrolling interests, net | (32) | ||||||||
Distributions to redeemable noncontrolling interests | (378) | ||||||||
Redemption of redeemable noncontrolling interests | (547) | ||||||||
Net income (loss) | 51 | ||||||||
BALANCE at Sep. 30, 2020 | 194 | ||||||||
BALANCE (shares) at Dec. 31, 2019 | 66,830,110 | 66,830,110 | 24,727,682 | 24,727,682 | |||||
BALANCE at Dec. 31, 2019 | 1,694 | 1,011 | 492 | (2) | 192 | $ 1 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared and paid on Class A and Class B Common Stock | (49) | (49) | |||||||
Repurchases of Class A Common Stock (shares) | (19,418,934) | ||||||||
Repurchases of Class A Common Stock | (343) | (343) | |||||||
Class A Common Stock issued pursuant to employee benefit plans (shares) | 1,759,674 | ||||||||
Class A Common Stock issued pursuant to employee benefit plans | 43 | 43 | |||||||
Noncontrolling interest issued or acquired | 0 | ||||||||
Distributions to noncontrolling interests, net | (19) | (19) | |||||||
Distributions to redeemable noncontrolling interests | 0 | ||||||||
Redemption of redeemable noncontrolling interests | 0 | ||||||||
Other comprehensive loss | (9) | (9) | |||||||
Net (loss) income | (2,994) | (2,881) | (113) | ||||||
BALANCE (shares) at Sep. 30, 2020 | 49,170,850 | 49,170,850 | 24,727,682 | 24,727,682 | |||||
BALANCE at Sep. 30, 2020 | (1,677) | 711 | (2,438) | (11) | 60 | $ 1 | $ 0 | ||
BALANCE at Jun. 30, 2020 | 510 | ||||||||
Increase (Decrease) in Temporary Equity | |||||||||
Noncontrolling interest issued or acquired | 22 | ||||||||
Distributions to noncontrolling interests, net | (7) | ||||||||
Redemption of redeemable noncontrolling interests | (350) | ||||||||
Net income (loss) | 19 | ||||||||
BALANCE at Sep. 30, 2020 | 194 | ||||||||
BALANCE (shares) at Jun. 30, 2020 | 53,342,336 | 24,727,682 | |||||||
BALANCE at Jun. 30, 2020 | 1,811 | 787 | 832 | (11) | 202 | $ 1 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||
Dividends declared and paid on Class A and Class B Common Stock | (14) | (14) | |||||||
Repurchases of Class A Common Stock (shares) | (4,274,004) | ||||||||
Repurchases of Class A Common Stock | (82) | (82) | |||||||
Class A Common Stock issued pursuant to employee benefit plans (shares) | 102,518 | ||||||||
Class A Common Stock issued pursuant to employee benefit plans | 6 | 6 | |||||||
Noncontrolling interest issued or acquired | 0 | ||||||||
Distributions to noncontrolling interests, net | (12) | (12) | |||||||
Redemption of redeemable noncontrolling interests | 0 | ||||||||
Net (loss) income | (3,386) | (3,256) | (130) | ||||||
BALANCE (shares) at Sep. 30, 2020 | 49,170,850 | 49,170,850 | 24,727,682 | 24,727,682 | |||||
BALANCE at Sep. 30, 2020 | $ (1,677) | $ 711 | $ (2,438) | $ (11) | $ 60 | $ 1 | $ 0 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class A Common Stock | ||||
Dividends declared per share (USD per share) | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 |
Dividends paid per share (USD per share) | 0.2 | 0.2 | 0.6 | 0.6 |
Class B Common Stock | ||||
Dividends declared per share (USD per share) | 0.2 | 0.2 | 0.6 | 0.6 |
Dividends paid per share (USD per share) | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.6 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (2,943) | $ 18 |
Adjustments to reconcile net (loss) income to net cash flows from operating activities: | ||
Impairment of goodwill and definite-lived intangible assets | 4,264 | 0 |
Depreciation of property and equipment | 75 | 69 |
Amortization of definite-lived intangible and other assets | 449 | 183 |
Amortization of program contract costs | 63 | 68 |
Amortization of sports programming rights | 1,028 | 193 |
Stock-based compensation | 39 | 26 |
Deferred tax benefit | (660) | (51) |
Gain on asset dispositions and other, net of impairment | (101) | (50) |
Loss from equity method investments | 23 | 38 |
Distributions from investments | 26 | 4 |
Sports programming rights payments | (1,124) | (118) |
Gain on extinguishment of debt | (5) | 0 |
Measurement adjustment gain on variable payment obligations | (168) | 0 |
Change in assets and liabilities, net of acquisitions: | ||
Decrease in accounts receivable | 24 | 63 |
Decrease (increase) in prepaid expenses and other current assets | 4 | (56) |
(Decrease) increase in accounts payable and accrued and other current liabilities | (106) | 210 |
Net change in net income taxes payable/receivable | (145) | (73) |
Decrease in program contracts payable | (70) | (72) |
Increase in other long-term liabilities | 120 | 3 |
Other, net | 46 | 39 |
Net cash flows from operating activities | 839 | 494 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (130) | (96) |
Acquisition of business, net of cash acquired | (7) | (9,006) |
Spectrum repack reimbursements | 72 | 50 |
Proceeds from the sale of assets | 36 | 0 |
Purchases of investments | (85) | (431) |
Other, net | 16 | 6 |
Net cash flows used in investing activities | (98) | (9,477) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 947 | 9,453 |
Repayments of notes payable, commercial bank financing, and finance leases | (945) | (715) |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | 985 |
Repurchase of outstanding Class A Common Stock | (343) | (125) |
Dividends paid on Class A and Class B Common Stock | (49) | (55) |
Dividends paid on redeemable subsidiary preferred equity | (32) | (10) |
Redemption of redeemable subsidiary preferred equity | (547) | 0 |
Debt issuance costs | (7) | (182) |
Distributions to noncontrolling interests, net | (19) | (30) |
Distributions to redeemable noncontrolling interests | (378) | 0 |
Other, net | (68) | 1 |
Net cash flows (used in) from financing activities | (1,441) | 9,322 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (700) | 339 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 1,333 | 1,060 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ 633 | $ 1,399 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nature of Operations Sinclair Broadcast Group, Inc. (the Company) is a diversified television media company with national reach and a strong focus on providing high-quality content on our local television stations, regional sports networks, and digital platforms. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, college and professional sports, and other original programming produced by us. Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties. Outside of our media related businesses, we operate technical services companies focused on supply and maintenance of broadcast transmission systems as well as research and development for the advancement of broadcast technology, and we manage other non-media related investments. As of September 30, 2020 , we had two reportable segments for accounting purposes, broadcast and local sports . The broadcast segment consists primarily of our 190 broadcast television stations in 88 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements (LMAs), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (JSAs) and shared services agreements (SSAs)). These stations broadcast 627 channels as of September 30, 2020 . For the purpose of this report, these 190 stations and 627 channels are referred to as "our" stations and channels. The local sports segment consists primarily of 21 regional sports network brands (the Acquired RSNs ), the Marquee Sports Network (Marquee) joint venture, and a 20% equity interest in the Yankee Entertainment and Sports Network, LLC ( YES Network ). We refer to the Acquired RSNs and Marquee as "the RSNs." The RSNs and YES Network own the exclusive rights to air, among other sporting events, the games of professional sports teams. Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, including the operating results of the RSNs acquired on August 23, 2019, as discussed in Note 2. Acquisitions and Dispositions of Assets , and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. Noncontrolling interests which may be redeemed by the holder, and the redemption is outside of our control, are presented as redeemable noncontrolling interests. All intercompany transactions and account balances have been eliminated in consolidation. We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 8. Variable Interest Entities for more information on our VIEs. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. Interim Financial Statements The consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of equity and redeemable noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements discussed below. As permitted under the applicable rules and regulations of the Securities and Exchange Commission (SEC), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year. Equity Investments We measure our investments, excluding equity method investments, at fair value or, in situations where fair value is not readily determinable, we have the option to value investments at cost plus observable changes in value less impairment. Investments accounted for utilizing the measurement alternative were $26 million , net of $7 million of cumulative impairments, as of September 30, 2020 and $28 million , net of $7 million of cumulative impairments, as of December 31, 2019 . There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for the three and nine months ended September 30, 2020 and the three months ended September 30, 2019 . We recorded a $2 million impairment related to one investment for the nine months ended September 30, 2019 , which is included in other income, net in our consolidated statements of operations . YES Network Investment . On August 29, 2019, an indirect subsidiary of Diamond Sports Group, LLC ( DSG ), an indirect wholly-owned subsidiary of the Company, acquired a 20% equity interest in YES Network for cash consideration of $346 million as part of a consortium led by Yankee Global Enterprises. We account for our investment in the YES Network as an equity method investment, which is recorded within other assets in our consolidated balance sheets , and in which our proportionate share of the net income generated by the investment is included within loss from equity method investments in our consolidated statements of operations . During the three and nine months ended September 30, 2020 , we recorded a loss of $3 million and income of $3 million , respectively, related to our investment. During both the three and nine months ended September 30, 2019 , we recorded income of $1 million related to our investment. There were no impairment charges resulting from our interim impairment assessment of our investment in the YES Network for the quarter ended September 30, 2020. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates. The impact of the outbreak of the novel coronavirus (COVID-19) continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties could further materially impact our estimates related to, but not limited to, revenue recognition, goodwill and intangible assets, program contract costs, sports programming rights, and income taxes. As a result, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued amended guidance on the accounting for credit losses on financial instruments. Among other provisions, this guidance introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model that will generally result in the earlier recognition of allowances for losses. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, with the capitalized implementation costs of a hosting arrangement that is a service contract expensed over the term of the hosting arrangement. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety, as currently required in generally accepted accounting principles (GAAP). We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In March 2019, the FASB issued guidance which requires that an entity test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. See Broadcast Television Programming below for further information on our accounting for television program contracts. In December 2019, the FASB issued guidance which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. We early adopted this guidance during the third quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued guidance providing optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. The guidance was effective for all entities immediately upon issuance of the update and may be applied prospectively to applicable transactions existing as of or entered into from the date of adoption through December 31, 2022. We are currently evaluating the impact of this guidance, if elected, but do not expect a material impact on our consolidated financial statements. Broadcast Television Programming We have agreements with rights holders for the rights to television programming over contract periods, which generally run from one to seven years . Contract payments are made in installments over periods that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets. The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program contract costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments. Fair value is determined utilizing a discounted cash flow model based on management’s expectation of future advertising revenues, net of sales commissions, to be generated by the program material. We assess our program contract costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value. Sports Programming Rights We have multi-year program rights agreements that provide the Company with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee. A prepaid asset is recorded for rights acquired related to future games upon payment of the contracted fee. The assets recorded for the acquired rights are classified as current or non-current based on the period when the games are expected to be aired. Liabilities are recorded for any program rights obligations that have been incurred but not yet paid at period end. We amortize these programing rights as an expense over each season based upon contractually stated rates. Amortization is accelerated in the event that the stated contractual rates over the term of the rights agreement results in an expense recognition pattern that is inconsistent with the projected growth of revenue over the contractual term. On March 12, 2020, the National Basketball Association (NBA), the National Hockey League (NHL) and Major League Baseball (MLB) suspended or delayed the start of their seasons as a result of the COVID-19 pandemic. On that date, the Company suspended the recognition of amortization expense associated with prepaid program rights agreements with teams within these leagues. Amortization expense resumed for the NBA, NHL, and MLB over the modified seasons when the games commenced during the third quarter of 2020. Certain rights agreements with professional teams contain provisions which require the rebate of rights fees paid by the Company if a contractually minimum number of live games are not delivered. Rights fees paid in advance of expense recognition, inclusive of any contractual rebates due to the Company, are included within prepaid sports rights in our consolidated balance sheets . Non-cash Investing and Financing Activities Non-cash transactions related to finance lease obligations were $6 million during the nine months ended September 30, 2020 . Leased assets obtained in exchange for new operating lease liabilities were $10 million during both the nine months ended September 30, 2020 and 2019 . Non-cash transactions related to sports rights were $22 million during the nine months ended September 30, 2020 Revenue Recognition The following table presents our revenue disaggregated by type and segment (in millions): For the three months ended September 30, 2020 Broadcast Local sports Other Eliminations Total Distribution revenue $ 356 $ 597 $ 50 $ — $ 1,003 Advertising revenue 344 124 31 1 500 Other media, non-media, and intercompany revenues 34 6 24 (28 ) 36 Total revenues $ 734 $ 727 $ 105 $ (27 ) $ 1,539 For the three months ended September 30, 2019 Broadcast Local sports Other Eliminations Total Distribution revenue $ 340 $ 306 $ 33 $ — $ 679 Advertising revenue 302 43 32 (1 ) 376 Other media, non-media, and intercompany revenue 19 3 64 (16 ) 70 Total revenues $ 661 $ 352 $ 129 $ (17 ) $ 1,125 For the nine months ended September 30, 2020 Broadcast Local sports Other Eliminations Total Distribution revenue $ 1,059 $ 1,959 $ 150 $ — $ 3,168 Advertising revenue 861 182 92 — 1,135 Other media, non-media, and intercompany revenues 106 14 96 (88 ) 128 Total revenues $ 2,026 $ 2,155 $ 338 $ (88 ) $ 4,431 For the nine months ended September 30, 2019 Broadcast Local sports Other Eliminations Total Distribution revenue $ 995 $ 306 $ 97 $ — $ 1,398 Advertising revenue 904 43 78 (1 ) 1,024 Other media, non-media, and intercompany revenues 40 3 179 (26 ) 196 Total revenues $ 1,939 $ 352 $ 354 $ (27 ) $ 2,618 Distribution Revenue. We generate distribution revenue through fees received from multi-channel video programming distributors (MVPDs) and virtual MVPDs (vMVPDs, and together with MVPDs, "Distributors") for the right to distribute our stations, RSNs, and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material. Certain of our distribution arrangements contain provisions that require the Company to deliver a minimum number of live professional sports games or tournaments during a defined period which usually corresponds with a calendar year. If the minimum threshold is not met, we may be obligated to refund a portion of the distribution fees received if shortfalls are not cured within a specified period of time. Our ability to meet these requirements is primarily driven by the delivery of games by the professional sports leagues. The Company has not historically paid any material rebates under these contractual provisions as it is unusual for there to be an event which is significant enough to preclude the Company from meeting or exceeding these thresholds. The COVID-19 pandemic has resulted in significant disruptions to the normal operations of the professional sports leagues resulting in delays and uncertainty with respect to regularly scheduled games. Decisions made by the leagues during the second quarter of 2020 regarding the timing and format of the revised 2020 seasons have resulted, in some cases, in our inability to meet these minimum requirements and the need to reduce revenue based upon estimated rebates due to our distribution customers. These estimated rebates will be recognized over the measurement period of the rebate which is the year ended December 31, 2020. For the three and nine months ended September 30, 2020 , we reduced revenue by, and accrued corresponding rebates to Distributors of $128 million and $252 million , respectively. See Subsequent Events within Note 1. Nature of Operations and Summary of Significant Accounting Policies . Advertising Revenue. We generate advertising revenue primarily from the sale of advertising spots/impressions within our broadcast television, RSN, and digital platforms. In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage based royalty. Deferred Revenue. We record deferred revenue when cash payments are received or due in advance of our performance, including amounts which are refundable. Deferred revenue was $75 million and $54 million as of September 30, 2020 and December 31, 2019 , respectively. Deferred revenue recognized during the nine months ended September 30, 2020 and 2019 , included in the deferred revenue balance as of December 31, 2019 and 2018 , was $45 million and $65 million , respectively. For the three months ended September 30, 2020 , three customers accounted for 17% , 15% , and 12% , respectively, of our total revenues. For the nine months ended September 30, 2020 , three customers accounted for 19% , 17% , and 12% , respectively, of our total revenues. For the three months ended September 30, 2019 , three customers accounted for 17% , 14% , and 11% , respectively, of our total revenues. For the nine months ended September 30, 2019 , two customers accounted for 14% and 12% , respectively, of our total revenues. As of September 30, 2020 , three customers accounted for 18% , 16% , and 13% , respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control. Impairment of Goodwill and Definite-Lived Intangible Assets Our RSNs included in the local sports segment have been negatively impacted by the recent loss of two Distributors. In addition, our existing Distributors are experiencing elevated levels of subscriber erosion which we believe is influenced, in part, by shifting consumer behaviors resulting from media fragmentation, the current economic environment, the COVID 19 pandemic and related uncertainties. Most of these factors are also expected to have a negative impact on future projected revenue and margins of our RSNs. As a result of these factors, we performed an impairment test of the RSN reporting units ' goodwill and long-lived asset groups during the quarter ending September 30, 2020. The long-lived asset impairment test requires a comparison of undiscounted cash flows expected to be generated over the useful life of an asset group to the carrying value of the asset group. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We have concluded that each of our RSNs individually qualify as an asset group and therefore the test was performed at each RSN level accordingly. We estimated the projected undiscounted cash flows over the remaining useful life of each asset group. The more significant inputs used in determining our estimate of the projected cash flows included future revenue growth and projected margins. We identified 10 RSNs which had carrying values in excess of the future undiscounted cash flows; and therefore, for these RSNs an impairment loss was measured as the amount by which the carrying value of each asset group exceeded the fair value of each asset group. The calculated impairment was then allocated to the long-lived assets within the asset group, which primarily consists of definite lived intangible assets, based upon relative fair value. The fair value of the asset groups, reporting units and definite lived intangible assets were determined based upon a discounted cash flow analysis which uses the present value of projected cash flows. The projected cash flows were based upon our estimates of future revenues and margins, among other inputs. The discount rates used in the valuation were based on a weighted-average cost of capital determined from relevant market comparisons and taking into consideration the risk specifically associated with our asset groups and underlying assets. Terminal values were determined based upon the final year of projected cash flows which reflected our estimate of stable perpetual growth. The more sensitive inputs used in the discounted cash flow analysis include projected revenue and margins, as well as the discount rates used to calculate the present value of future cash flows. Projected revenue was based on the consideration of historical experience of the business, market data surrounding subscriber projections and advertising growth, our ability to retain existing customers and our ability to obtain new customers. Our revenue projections could be negatively impacted by the further loss of key Distributors, inability to obtain new or retain existing Distributors on terms similar to those expiring, greater than expected consumer migration away from traditional linear Distributors, or our inability to successfully develop alternative revenue streams, among other factors. Our future margins may also be affected by our inability to renew sports rights agreements on terms favorable to us. During the three months ended September 30, 2020 , we recorded a non-cash impairment charge on customer relationships of $1,218 million and other definite-lived intangible assets of $431 million , included within impairment of goodwill and definite-lived intangible assets in our consolidated statements of operations . As of September 30, 2020 , the remaining balance of the customer relationship intangible asset was $3,756 million and the aggregate remaining balance of the other definite-lived intangible assets was $673 million . After the recognition of these impairments, there were no asset groups which have a heightened risk of further impairment because the projected undiscounted cash flows of the individual asset groups were substantially greater than their carrying values. However, significant deterioration in the factors described above could result in future material impairments. The remaining customer relationships and other definite-lived intangible assets will both be amortized over a remaining weighted average useful life of 11 years on a straight-line basis. We tested the RSN reporting units' goodwill for impairment on an interim basis by comparing the fair value of each of the RSN reporting units to their revised carrying value after adjustments were made related to the impairments of the asset groups, as described above. To the extent that the carrying value of the respective reporting units exceeded the fair value, a goodwill impairment charge was recorded. The fair value of the reporting units was determined based upon a discounted cash flow analysis, as described above. For the quarter ended September 30, 2020, the carrying value exceeded the fair value of all reporting units. We recorded a non-cash goodwill impairment charge of $2,615 million , included within impairment of goodwill and definite-lived intangible assets in our consolidated statements of operations . As of September 30, 2020 , there was no remaining goodwill within our local sports segment. Income Taxes Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and nine months ended September 30, 2020 and 2019 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to limitations on interest expense deductibility, and certain state net operating loss (NOL) carryforwards and other state attributes. During three and nine months ended September 30, 2020, we increased our valuation allowance by $215 million and $219 million , respectively. The increase in valuation allowance was primarily due to the change in judgment in the realizability of certain deferred tax assets relating to the reduction in forecasts of future taxable income. See further discussion under Impairment of Goodwill and Definite-Lived Intangible Assets under Note 1. Nature of Operations and Summary of Significant Accounting Policies within our Consolidated Financial Statements . Our effective income tax rate for the three and nine months ended September 30, 2020 approximated the statutory rate. During the three and nine months ended September 30,2020, we recorded a $68 million and an $83 million , respectively, discrete benefit as a result of the CARES Act allowing for the estimated 2020 federal net operating loss to be carried back to pre-2018 years when the federal tax rate was 35% . Our effective income tax rate for the three months ended September 30, 2019 was greater than the statutory rate primarily due to a $34 million benefit related to a change in the treatment of the gain from the sale of certain broadcast spectrum in connection with the Broadcast Incentive Auction and a $16 million benefit related to a release of valuation allowance on certain state net operating losses. Our effective income tax rate for the nine months ended September 30, 2019 was greater than the statutory rate primarily due to a $34 million benefit related to a change in the treatment of the gain from the sale of certain broadcast spectrum in connection with the Broadcast Incentive Auction, $18 million federal tax credits related to investments in sustainability initiatives, and a $16 million benefit related to a release of valuation allowance on certain state net operating losses. We believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $6 million in the next twelve months, as a result of expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities. In August 2020, we received an approval from the Joint Committee on Taxation of a settlement agreement with the Internal Revenue Service with respect to the audit of our 2013-2015 federal income tax returns. There was no material impact on our financial statements as a result of this settlement. Share Repurchase Program On August 4, 2020, the Board of Directors authorized an additional $500 million share repurchase authorization in addition to the previous repurchase authorization of $1 billion . There is no expiration date and currently, management has no plans to terminate this program. During the three and nine months ended September 30, 2020 , we repurchased approximately 4 million shares for $82 million and 19 million shares for $343 million , respectively. As of September 30, 2020 , the total remaining purchase authorization was $880 million Subsequent Events In November 2020, our Board of Directors declared a quarterly dividend of $0.20 per share, payable on December 15, 2020 to holders of record at the close of business on December 1, 2020. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it has already impacted, and will impact, its advertisers, Distributors, and agreements with professional sports leagues. While the NBA, NHL, and MLB were able to complete modified season schedules during 2020, there can be no assurance that the MLB, NBA, or NHL will complete full or abbreviated seasons in the future. As of November 9, 2020, both the NBA and NHL have announced that their 2020-2021 seasons are currently on hold with delayed starts likely to be announced later this year. Any reduction in the number of games played by the leagues may have an adverse impact on our operations and cash flows. The Company is currently unable to predict the full extent that the COVID-19 pandemic will have on its financial condition, results of operations, and cash flows in future periods due to numerous uncertainties Reclassifications Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation. |
ACQUISITIONS AND DISPOSITIONS O
ACQUISITIONS AND DISPOSITIONS OF ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS OF ASSETS | ACQUISITIONS AND DISPOSITIONS OF ASSETS: Acquisitions RSN Acquisition . In May 2019, DSG entered into a definitive agreement to acquire controlling interests in 21 Regional Sports Network brands and Fox College Sports (collectively, the Acquired RSNs ), from The Walt Disney Company (Disney) for $9.6 billion plus certain adjustments. On August 23, 2019 we completed the acquisition for an aggregate preliminary purchase price, including cash acquired, and subject to an adjustment based upon finalization of working capital, net debt, and other adjustments, of $9,817 million , accounted for as a business combination under the acquisition method of accounting. The acquisition provides an expansion to our premium sports programming including the exclusive regional distribution rights to 42 professional teams consisting of 14 MLB teams, 16 NBA teams, and 12 NHL teams. The Acquired RSNs are reported within our local sports segment. See Note 7. Segment Data . The transaction was funded through a combination of debt financing raised by DSG and Sinclair Television Group, Inc. (STG), and redeemable subsidiary preferred equity . The following table summarizes the fair value of acquired assets, assumed liabilities, and noncontrolling interests of the Acquired RSNs (in millions): Cash and cash equivalents $ 824 Accounts receivable, net 606 Prepaid expenses and other current assets 175 Property and equipment, net 25 Customer relationships, net 5,439 Other definite-lived intangible assets, net 1,286 Other assets 52 Accounts payable and accrued liabilities (181 ) Other long-term liabilities (396 ) Goodwill 2,615 Fair value of identifiable net assets acquired $ 10,445 Redeemable noncontrolling interests (380 ) Noncontrolling interests (248 ) Gross purchase price $ 9,817 Purchase price, net of cash acquired $ 8,993 The final purchase price allocation presented above is based upon management's estimates of the fair value of the acquired assets, assumed liabilities, and noncontrolling interest using valuation techniques including income and cost approaches. The fair value estimates are based on, but not limited to, projected revenue, projected margins, and discount rates used to present value future cash flows. The adjustments made to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed and did not result in material changes to the amortization expense recorded in previous quarters. The definite-lived intangible assets of $6,725 million are primarily comprised of customer relationships, which represent existing advertiser relationships and contractual relationships with Distributors of $5,439 million , the fair value of contracts with sports teams of $1,271 million , and tradenames/trademarks of $15 million . The intangible assets will be amortized over a weighted average useful life of 2 years for tradenames/trademarks, 13 years for customer relationships, and 12 years for contracts with sports teams on a straight-line basis. The fair value of the sports team contracts will be amortized over the respective contract term. 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, as well as expected future synergies. We estimate that $2.4 billion of goodwill, which represents our interest in the Acquired RSNs , will be deductible for tax purposes. Refer to Impairment of Goodwill and Definite-Lived Intangible Assets within Note 1. Nature of Operations and Summary of Significant Accounting Policies for discussion of the impairment of the acquired goodwill and definite-lived intangible assets during the third quarter of 2020. In connection with the acquisition, we recognized $0.4 million and $4 million for the three and nine months ended September 30, 2020 , respectively, and $85 million and $94 million for the three and nine months ended September 30, 2019 , respectively, of transaction costs that we expensed as incurred and classified as corporate general and administrative expenses in our consolidated statements of operations . Revenue and operating loss, excluding the effects of intercompany expenses, of the Acquired RSNs included in our consolidated statements of operations were $673 million and $4,435 million , respectively, for the three months ended September 30, 2020 . Revenue and operating loss, excluding the effects of intercompany expenses, of the Acquired RSNs included in our consolidated statements of operations were $2,076 million and $3,830 million , respectively, for the nine months ended September 30, 2020 . Revenue and operating income, excluding the effects of intercompany expenses and the transaction costs above, of the Acquired RSNs included in our consolidated statements of operations were $352 million and $46 million , respectively, for both the three and nine months ended September 30, 2019 . Pro Forma Information. The table below sets forth unaudited pro forma results of operations, assuming that the RSN Acquisition, along with transactions necessary to finance the acquisition, occurred at the beginning of the period presented (in millions, except per share data): Three Months Ended Nine Months Ended Total revenue $ 1,632 $ 5,067 Net income $ 9 $ 434 Net (loss) income attributable to Sinclair Broadcast Group $ (41 ) $ 274 Basic earnings per share attributable to Sinclair Broadcast Group $ (0.44 ) $ 2.98 Diluted earnings per share attributable to Sinclair Broadcast Group $ (0.44 ) $ 2.94 This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not indicative of what our results would have been had we operated the Acquired RSNs for the period presented because the pro forma results do not reflect expected synergies. The pro forma adjustments reflect depreciation expense and amortization of intangible assets related to the fair value of the assets acquired and any adjustments to interest expense to reflect the debt financing of the transactions, if applicable. Depreciation and amortization expense are higher than amounts recorded in the historical financial statements of the acquirees due to the fair value adjustments recorded in purchase accounting. Other Acquisitions. During the nine months ended September 30, 2020 , we completed the acquisition of the license asset and certain non-license assets of a radio station for $7 million , reported within our broadcast segment. The acquisition was completed using cash on hand. In June 2020, we entered into an agreement to acquire the license assets and certain non-license assets of two television stations for $9 million . The transaction closed during the fourth quarter of 2020, was completed using cash on hand, and will be reported within our broadcast segment. Dispositions Broadcast Sales . In January 2020, we agreed to sell the license and non-license assets of WDKY-TV in Lexington, KY and certain non-license assets associated with KGBT-TV in Harlingen, TX for an aggregate purchase price of $36 million . The KGBT-TV transaction closed during the first quarter of 2020 and we recorded a gain of $8 million which is included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations . The WDKY-TV transaction closed during the third quarter of 2020 and we recorded a gain of $21 million which is included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations . Broadcast Incentive Auction. Congress authorized the Federal Communications Commission (FCC) to conduct so-called "incentive auctions" to auction and re-purpose broadcast television spectrum for mobile broadband use. Pursuant to the auction, television broadcasters submitted bids to receive compensation for relinquishing all or a portion of their rights in the television spectrum of their full-service and Class A stations. Low power stations were not eligible to participate in the auction and are not protected and therefore may be displaced or forced to go off the air as a result of the post-auction repacking process. In the repacking process associated with the auction, the FCC has reassigned some stations to new post-auction channels. We do not expect reassignment to new channels to have a material impact on our coverage. We have received notification from the FCC that 100 of our stations have been assigned to new channels. Legislation has provided the FCC with a $3 billion fund to reimburse reasonable costs incurred by stations that are reassigned to new channels in the repack. We expect that the reimbursements from the fund will cover the majority of our expenses related to the repack. We recorded gains related to reimbursements for spectrum repack costs incurred of $20 million and $72 million for the three and nine months ended September 30, 2020 , respectively, and $28 million and $50 million for the three and nine months ended September 30, 2019 , respectively, which are included within gain on asset dispositions and other, net of impairment in our consolidated statements of operations . Capital expenditures related to the spectrum repack were $13 million and $54 million for the three and nine months ended September 30, 2020 , respectively, and $16 million and $41 million for the three and nine months ended September 30, 2019 |
NOTES PAYABLE, FINANCE LEASES,
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING | NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING: Bank Credit Agreements Each of STG’s and DSG’s bank credit agreements (the Bank Credit Agreements) provide a $650 million five-year revolving credit facility, whereby STG’s revolving credit facility (the STG Revolving Credit Facility) is priced at LIBOR plus 2.00% and DSG’s revolving credit facility (the DSG Revolving Credit Facility and, together with the STG Revolving Credit Facility, the Revolving Credit Facilities) is priced at LIBOR plus 3.00% , subject to decrease if the specified first lien leverage ratio (as defined in the respective Bank Credit Agreements) is less than or equal to certain levels. On March 17, 2020, we drew $648 million and $225 million under the STG Revolving Credit Facility and the DSG Revolving Credit Facility, respectively, as a precautionary measure given the COVID-19 pandemic. During the quarter ended June 30, 2020, the Company fully repaid the amounts outstanding under each of the Revolving Credit Facilities. The Bank Credit Agreements each include a financial maintenance covenant, the first lien leverage ratio (as defined in the respective Bank Credit Agreements), which requires such applicable ratio not to exceed 4.5 x and 6.25 x, measured as of the end of each fiscal quarter, for STG and DSG, respectively. The respective financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the respective revolving credit facility, measured as of the last day of each quarter, is utilized under such revolving credit facility as of such date. Since there was no utilization under either of the Revolving Credit Facilities as of September 30, 2020 , neither STG nor DSG was subject to the respective financial maintenance covenant under their applicable Bank Credit Agreement. As of September 30, 2020 , the STG first lien leverage ratio was below 4.5 x and the DSG first lien leverage ratio exceeded 6.25 x. We expect that the DSG first lien leverage ratio will remain above 6.25 x for at least the next 12 months, which will restrict our ability to utilize the full DSG Revolving Credit Facility. We do not currently expect to have more than 35% of the capacity of the DSG Revolving Credit Facility outstanding as of any quarterly measurement date during the next twelve months, therefore we do not expect DSG will be subject to the financial maintenance covenant. The Bank Credit Agreements contain other restrictions and covenants which the respective entities were in compliance with as of September 30, 2020 . STG Notes On May 21, 2020, we purchased $2.5 million aggregate principal amount of STG's 5.875% Notes due 2026 (the STG 5.875% Notes) in open market transactions for consideration of $2.3 million . The STG 5.875% Notes acquired in May 2020 were canceled immediately following their acquisition. We recognized a gain on extinguishment of the STG 5.875% Notes of $0.2 million for the nine months ended September 30, 2020 . As of September 30, 2020 , the balance of the STG 5.875% Notes, net of deferred financing costs, was $344 million . DSG Notes In March 2020 and June 2020, we purchased a total of $15 million aggregate principal amount of DSG's 6.625% Notes due 2027 (the DSG 6.625% Notes) in open market transactions for consideration of $10 million . The DSG 6.625% Notes acquired in March 2020 and June 2020 were canceled immediately following their acquisition. We recognized a gain on extinguishment of the DSG 6.625% Notes of $5 million for the nine months ended September 30, 2020 . On June 10, 2020, we exchanged $66.5 million aggregate principal amount of the DSG 6.625% Notes for cash payments of $10 million , including accrued but unpaid interest, and $31 million aggregate principal amount of newly issued senior secured notes, which bear interest at a rate of 12.750% per annum and mature on December 1, 2026 (the DSG 12.750% Secured Notes and, together with the DSG 6.625% Notes and DSG's 5.375% Senior Secured Notes due 2026, the DSG Notes ). As of September 30, 2020 , the balance of the DSG 6.625% Notes, net of deferred financing costs, was $1,709 million and the balance of the DSG 12.750% Secured Notes was $55 million , inclusive of a $24 million premium. Prior to August 15, 2022, we may redeem the DSG 12.750% Secured Notes, in whole or in part, at any time or from time to time, at a price equal to 100% of the principal amount of the applicable DSG 12.750% Secured Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a ‘‘make-whole’’ premium (assuming for purposes of the calculation of such “make-whole” premium that interest were to accrue on the DSG 12.750% Secured Notes at a rate for such “make-whole” period equal to 5.375% per annum). Beginning on August 15, 2022, we may redeem the DSG 12.750% Secured Notes, in whole or in part, at any time or from time to time at certain redemption prices, plus accrued and unpaid interest, if any, to the date of redemption. In addition, on or prior to August 15, 2022, we may redeem up to 40% of the DSG 12.750% Secured Notes using the proceeds of certain equity offerings. If the notes are redeemed during the twelve-month period beginning August 15, 2022, 2023, and 2024 and thereafter, then the redemption prices for the DSG 12.750% Secured Notes are 102.688% , 101.344% , and 100% , respectively. DSG’s obligations under the DSG 12.750% Secured Notes are jointly and severally guaranteed by Diamond Sports Intermediate Holdings LLC (DSIH), DSG’s direct parent, and certain wholly-owned subsidiaries of DSIH. The DSG 12.750% Secured Notes are not guaranteed by the Company, STG, or any of STG’s subsidiaries. Accounts receivable securitization facility On September 23, 2020 (the Closing Date), the Company's and DSG 's indirect wholly-owned subsidiary, Diamond Sports Finance SPV, LLC ( DSPV ), entered into a $250 million accounts receivable securitization facility (the A/R Facility ) which matures on September 23, 2023, in order to enable DSG to raise incremental funding for the ongoing business needs of DSG and its subsidiaries. The A/R Facility was entered into pursuant to a Loan and Security Agreement (the Loan Agreement ), dated September 23, 2020, among DSPV , as borrower, the persons from time to time party thereto, as lenders (the Lenders), and Fox Sports Net, LLC ( FSN ), a wholly-owned direct subsidiary of DSG , as initial servicer, Credit Suisse AG, New York Branch, as administrative agent and Wilmington Trust, National Association, as collateral agent, paying agent and account bank. The Lenders will provide certain loans, which loans will be secured by certain accounts receivable (Pool Receivables) purchased by DSPV pursuant to a Purchase and Sale Agreement (the Purchase Agreement , and together with the Loan Agreement , the A/R Agreements ), dated September 23, 2020, among FSN , certain indirect wholly owned subsidiaries of DSG identified therein as originators (the Originators ) and DSPV as purchaser, pursuant to which the Originators will sell certain accounts receivable to DSPV and FSN will continue to service such accounts receivable. The maximum funding availability under the A/R Facility is $250 million , subject to borrowing base and certain other restrictions. The amount of actual availability under the A/R Facility is subject to change based on the level of eligible receivables sold by the Originators to DSPV and certain reserves. Eligibility of the receivables is determined by a variety of factors, including, but not limited to, credit ratings of the Originators ’ customers, customer concentration levels, and certain characteristics of the accounts receivable being transferred. In addition, subsequent to November 1, 2020, the total commitment under the A/R Facility will be the lesser of $250 million and the sum of the lowest aggregate loan balance since November 1, 2020 plus $50 million . Borrowings under the A/R Facility generally bear interest at a rate per annum equal to LIBOR, which is subject to an interest rate floor of 0% per annum, plus 4.97% or, if the aggregate outstanding principal amount of loans is less than $125 million on or after November 1, 2020, 5.47% . We are required to pay a commitment fee on unutilized commitments under the A/R Facility . We may voluntarily prepay outstanding loans or terminate commitments under the A/R Facility at any time without premium or penalty, other than customary breakage costs with respect to LIBOR rate loans, except (1) any voluntary prepayment (x) from the proceeds of a voluntary repurchase in accordance with the Purchase Agreement by any Originator of any Pool Receivables on or prior to the date that is 18 months after the Closing Date or (y) from the proceeds of a new accounts receivable financing entered into by DSPV or an affiliate thereof and requiring the purchase of Pool Receivables from DSPV after the date that is 18 months after the Closing Date but on or prior to the date that is 36 months after the Closing Date or (2) certain terminations of commitments on or prior to the date that is 18 months after the Closing Date, shall in each case be subject to a prepayment premium of 1.00% of the principal amount of the loans prepaid or commitments terminated, as the case may be. DSPV , FSN , and the Originators provide customary representations and covenants under the A/R Agreements . Receivables in the A/R Facility are subject to certain eligibility criteria, concentration limits and reserves. The Loan Agreement provides for certain events of default upon the occurrence of which the administrative agent may declare the facility’s termination date to have occurred and declare the outstanding loan and all other obligations of DSPV to be due and payable. The Purchase Agreement provides for certain early amortization events upon the occurrence of which DSPV may terminate the sale and contribution of accounts receivable and related assets thereunder, including an early amortization event which would occur upon Consolidated EBITDA (as defined in the DSG Bank Credit Agreement as in effect at such time) of DSIH and its restricted subsidiaries under the DSG Bank Credit Agreement, less Consolidated Interest Expense (as defined in the DSG Bank Credit Agreement as in effect at such time) of DSIH and its restricted subsidiaries under the DSG Bank Credit Agreement, being less than zero as of the last day of any fiscal quarter (measured on a trailing four fiscal quarter basis). As of September 30, 2020 , the balance of the loans under the A/R Facility was $74 million and the balance of the receivables held by DSPV as part of the A/R Facility was $124 million , included in accounts receivable, net in our consolidated balance sheets . On October 22, 2020, the A/R Facility provided additional funding of $122 million , bringing the outstanding balance of the loans under the A/R Facility to $196 million . The performance by the Originators of their respective obligations under the A/R Facility is guaranteed by FSN pursuant to a performance guaranty by FSN in favor of Credit Suisse AG, New York Branch, as administrative agent under the Loan Agreement. Notes payable and finance leases to affiliates The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $2 million as of both September 30, 2020 and December 31, 2019 . Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $7 million and $9 million as of September 30, 2020 and December 31, 2019 , respectively. Debt of variable interest entities and guarantees of third-party debt STG jointly, severally, unconditionally, and irrevocably guaranteed $51 million and $57 million of debt of certain third parties as of September 30, 2020 and December 31, 2019 , respectively, of which $17 million and $20 million , net of deferred financing costs, related to consolidated VIEs that are included in our consolidated balance sheets as of September 30, 2020 and December 31, 2019 , respectively. These guarantees primarily relate to the debt of Cunningham Broadcasting Corporation (Cunningham) as discussed under Cunningham Broadcasting Corporation within Note 9. Related Person Transactions . We have determined that, as of September 30, 2020 , it is not probable that we would have to perform under any of these guarantees. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS | REDEEMABLE NONCONTROLLING INTERESTS: We account for redeemable noncontrolling interests in accordance with ASC 480, Distinguishing Liabilities from Equity , and classify them as mezzanine equity in our consolidated balance sheets because their possible redemption is outside of the control of the Company. Our redeemable non-controlling interests consist of the following: Redeemable Subsidiary Preferred Equity . On August 23, 2019, Diamond Sports Holdings LLC ( DSH ), an indirect parent of DSG and indirect wholly-owned subsidiary of the Company, issued preferred equity (the Redeemable Subsidiary Preferred Equity ). On January 21, 2020, we redeemed 200,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate redemption price equal to $200 million plus accrued and unpaid dividends, representing 100% of the unreturned capital contribution with respect to the units redeemed, plus accrued and unpaid dividends with respect to the units redeemed up to, but not including, the redemption date, and after giving effect to any applicable rebates. In August 2020, we redeemed 350,000 units of the Redeemable Subsidiary Preferred Equity for an aggregate redemption price equal to $350 million , representing 100% of the unreturned capital contribution with respect to the units redeemed, plus $4 million in accrued and unpaid dividends, with respect to the units redeemed up to, but not including, the redemption date, for a total redemption amount of $354 million . Dividends accrued during the three and nine months ended September 30, 2020 were $7 million and $32 million , respectively, and during both the three and nine months ended September 30, 2019 were $10 million and are reflected in net income attributable to the redeemable noncontrolling interests in our consolidated statements of operations . The dividends paid in cash accrue at a rate equal to 1-month LIBOR (with a 0.75% floor) plus 7.5% , which is 0.5% lower than the rate payable if the dividends were paid-in-kind during the quarter. The dividends accrued for the third quarter were paid in cash in September 2020. Dividends accrued during the three months ended March 31, 2020 of $13 million were paid-in-kind and added to the liquidation preference. In June 2020, we redeemed units of the Redeemable Subsidiary Preferred Equity for an aggregate redemption price equal to $13 million . The balance of the Redeemable Subsidiary Preferred Equity as of September 30, 2020 was $170 million , net of issuance costs. Subsidiary Equity Put Right . A noncontrolling equity holder of one of our subsidiaries had the right to sell their interest to the Company at a fair market sale value of $376 million , plus any undistributed income, which was exercised and settled in January 2020. A noncontrolling equity holder of one of our subsidiaries has the right to sell their interest to the Company at any time during the 30 -day period following September 30, 2025. The initial value of this redeemable noncontrolling interest was recorded at $ 22 million |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES: Sports Programming Rights We are contractually obligated to make payments to purchase sports programming rights. The following table presents our annual non-cancellable commitments relating to our local sports segment's sports programming rights agreements as of September 30, 2020 . These commitments assume that sports teams fully deliver the contractually committed games, and do not reflect the impact of rebates expected to be paid by the teams. (in millions) 2020 (remainder) $ 515 2021 1,820 2022 1,575 2023 1,525 2024 1,457 2025 and thereafter 8,281 Total $ 15,173 Other Liabilities In connection with the RSN Acquisition, we assumed certain fixed payment obligations which are payable through 2027. We recorded these obligations in purchase accounting at estimated fair value. As of September 30, 2020 , $57 million was recorded within other current liabilities and $100 million was recorded within other long-term liabilities in our consolidated balance sheets . Interest expense of $2 million and $6 million was recorded for the three and nine months ended September 30, 2020 , respectively and $0.5 million was recorded for both the three and nine months ended September 30, 2019 . In connection with the RSN Acquisition, we assumed certain variable payment obligations which are payable through 2030. These contractual obligations are based upon the excess cash flow of certain RSNs. We recorded these obligations in purchase accounting at estimated fair value. As of September 30, 2020 , $20 million was recorded within other current liabilities and $44 million was recorded within other long-term liabilities in our consolidated balance sheets . These obligations are measured as the amount of cash that would be paid under the terms of the contracts if they were to settle at each reporting date. Total measurement adjustment gains of $168 million for both the three and nine months ended September 30, 2020 were recorded within other income, net in our consolidated statements of operations . The measurement adjustment gains were a result of a decrease in the projected excess cash flows of the related RSNs, as further discussed in Impairment of Goodwill and Definite-Lived Intangible Assets under Note 1. Nature of Operations and Summary of Significant Accounting Policies . For further information, see Note 10. Fair Value Measurements . Litigation We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, we do not believe the outcome of these matters, individually or in the aggregate, will have a material effect on the Company's financial statements. FCC Litigation Matters On December 21, 2017, the FCC issued a Notice of Apparent Liability for Forfeiture (NAL) proposing a $13 million fine for alleged violations of the FCC's sponsorship identification rules by the Company and certain of its subsidiaries. We filed a response disputing the Commission's findings and the proposed fine. On July 19, 2018, the FCC released a Hearing Designation Order (HDO) to commence a hearing before an Administrative Law Judge (ALJ) with respect to the Company’s proposed acquisition of Tribune. The HDO asked the ALJ to determine (i) whether Sinclair was the real party in interest to the sale of WGN-TV, KDAF(TV), and KIAH(TV), (ii) if so, whether the Company engaged in misrepresentation and/or lack of candor in its applications with the FCC and (iii) whether consummation of the overall transaction would be in the public interest and compliance with the FCC’s ownership rules. The Company maintains that the overall transaction and the proposed divestitures complied with the FCC’s rules, and strongly rejects any allegation of misrepresentation or lack of candor. The Merger Agreement was terminated by Tribune on August 9, 2018, on which date the Company subsequently filed a letter with the FCC to withdraw the merger applications and have them dismissed with prejudice and filed with the ALJ a Notice of Withdrawal of Applications and Motion to Terminate Hearing (Motion). On August 10, 2018, the FCC's Enforcement Bureau filed a responsive pleading with the ALJ stating that it did not oppose dismissal of the merger applications and concurrent termination of the hearing proceeding. The ALJ granted the Motion and terminated the hearing on March 5, 2019. As part of a discussion initiated by the Company to respond to allegations raised in the HDO, the FCC’s Media Bureau sent the Company a letter of inquiry. On May 22, 2020, the FCC released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the FCC’s investigation of the allegations raised in the HDO, the matters covered by the NAL, and a retransmission related matter. The Company submitted the $48 million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a 4 -year compliance plan. Two petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending. For the nine months ended September 30, 2020 , we recorded an expense of $2.5 million for the above legal matters, which is reflected within selling, general, and administrative expenses in our consolidated statements of operations . On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham station WNUV(TV). The Company filed an opposition to the petition on October 1, 2020, and the petition remains pending. On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and Notice of Apparent Liability for Forfeiture (NAL) against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $0.5 million penalty for each station, totaling $9 million . The licensees filed a response to the NAL on October 15, 2020, asking the Commission to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $25,000 per station. The Company is not a party to that proceeding and cannot predict whether or how the proceeding will affect the Company’s financial statements. However, we accrued an expense for the above legal matters during the three months ended September 30, 2020 , as we consolidate these stations as VIEs. Other Litigation Matters On November 6, 2018, the Company agreed to enter into a proposed consent decree with the Department of Justice (DOJ). This consent decree resolves the Department of Justice’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject Sinclair to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the Department of Justice has required in previous consent decrees in other industries. The consent decree also requires the Company's stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management has already instructed them not to do. The Company is aware of twenty-two putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and thirteen other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. Defendants in this action filed a motion to dismiss the consolidated action, but that motion was denied. The Company believes the lawsuits are without merit and intends to vigorously defend itself against all such claims. On August 9, 2018, Edward Komito, a putative Company shareholder, filed a class action complaint in the United States District Court for the District of Maryland (the "District of Maryland") against the Company, Christopher Ripley and Lucy Rutishauser, which action is now captioned In re Sinclair Broadcast Group, Inc. Securities Litigation, case No. 1:18-CV-02445-CCB (the "Securities Action"). On March 1, 2019, lead counsel in the Securities Action filed an amended complaint, adding David Smith and Steven Marks as defendants, and alleging that defendants violated the federal securities laws by issuing false or misleading disclosures concerning (a) the Merger prior to the termination thereof; and (b) the DOJ investigation concerning the alleged exchange of pacing information. The Securities Action seeks declaratory relief, money damages in an amount to be determined at trial, and attorney’s fees and costs. On May 3, 2019, Defendants filed a motion to dismiss the amended complaint, which motion was opposed by lead plaintiff. On February 4, 2020, the Court issued a decision granting the motion to dismiss in part and denying the motion to dismiss in part. On February 18, 2020, plaintiffs filed a motion for reconsideration or, in the alternative, to certify dismissal as final and appealable. Defendants filed an opposition to this motion. On July 20, 2020, the Court issued a decision denying plaintiffs’ motion and dismissing the remaining claims (which the Court previously had not dismissed in its February 4, 2020 decision) based on lack of standing. The plaintiffs did not appeal this decision, and the Securities Action therefore has concluded. In addition, beginning in late July 2018, Sinclair received letters from two putative Company shareholders requesting that the Board of Directors of the Company investigate whether any of the Company’s officers and directors committed nonexculpated breaches of fiduciary duties in connection with, or gross mismanagement with respect to: (i) seeking regulatory approval of the Tribune Merger and (ii) the HDO, and the allegations contained therein. A committee consisting of independent members of the board of directors has been formed to respond to these demands (the "Special Litigation Committee"). The members of the Special Litigation Committee are Martin R. Leader, Larry E. McCanna, and the Honorable Benson Everett Legg, with Martin Leader as its designated Chair. On November 29, 2018, putative Company shareholder Fire and Police Retiree Health Care Fund, San Antonio filed a shareholder derivative complaint in the District of Maryland against the members of the Company’s Board of Directors, Mr. Ripley, and the Company (as a nominal defendant), which action is captioned Fire and Police Retiree Health Care Fund, San Antonio v. Smith, et al., Case No. 1:18-cv-03670-RDB (the "San Antonio Action"). On December 26, 2018, putative Company shareholder Teamsters Local 677 Health Services & Insurance Plan filed a shareholder derivative complaint in the Circuit Court of Maryland for Baltimore County (the "Circuit Court") against the members of the Company’s Board of Directors, Mr. Ripley, and the Company (as a nominal defendant), which action is captioned Teamsters Local 677 Health Services & Insurance Plan v. Friedman, et al., Case No. 03-C-18-12119 (the "Teamsters Action"). A defendant in the Teamsters Action removed the Teamsters action to the District of Maryland, and the plaintiff in that case has moved to remand the case back to the Circuit Court. That motion is fully briefed and awaiting decision. On December 21, 2018, putative Company shareholder Norfolk County Retirement System filed a shareholder derivative complaint in the District of Maryland against the members of the Company’s Board of Directors, Mr. Ripley, and the Company (as a nominal defendant), which action is captioned Norfolk County Retirement System v. Smith, et al., Case No. 1:18-cv-03952-RDB (the "Norfolk Action," and together with the San Antonio Action and the Teamsters Action, the "Derivative Actions"). The plaintiffs in each of the Derivative Actions allege breaches of fiduciary duties by the defendants in connection with (i) seeking regulatory approval of the Tribune Merger and (ii) the HDO, and the allegations contained therein. The plaintiffs in the Derivative Actions seek declaratory relief, money damages to be awarded to the Company in an amount to be determined at trial, corporate governance reforms, equitable or injunctive relief, and attorney’s fees and costs. Additionally, the plaintiffs in the Teamsters and Norfolk Actions allege that the defendants were unjustly enriched, in the form of their compensation as directors and/or officers of the Company, in light of the alleged breaches of fiduciary duty, and seek restitution to be awarded to the Company. These allegations are the subject matter of the review being conducted by the Special Litigation Committee, as noted above. On April 30, 2019, the Special Litigation Committee moved to dismiss and, in the alternative, to stay the San Antonio and Norfolk Actions, which motion was opposed by the plaintiffs. The Company and the remaining individual defendants joined in this motion. On October 23, 2019, the court granted the plaintiff’s motion in the Teamsters Action to remand that action back to the Circuit Court. On December 9, 2019, the court denied defendants’ motions to dismiss and, in the alternative, to stay the San Antonio and Norfolk Actions without prejudice, subject to potential renewal following limited discovery. On July 20, 2020, the parties to the Derivative Actions executed a Stipulation and Agreement of Settlement, Compromise and Release (the “Settlement Stipulation”) reflecting the terms of the settlement of the Derivative Actions (the “Settlement”), which Settlement is subject to final approval by the District Court of Maryland. In connection with the Settlement, (a) the Company’s Board of Directors has agreed to implement a series of corporate governance measures (as described in Exhibit A to the Settlement Stipulation); (b) defendants’ insurers will pay $20.5 million into a settlement fund, which, after a deduction for an award of fees and expenses to plaintiffs’ counsel in an amount to be determined by the Court, will be paid to the Company; (c) the Board of Directors will designate an aggregate amount of $5 million of the settlement fund to be used, over a period of five years , for the implementation and operation of the corporate governance measures and certain compliance programs in connection with an FCC consent decree that was previously announced on May 6, 2020; and (d) the Company’s Executive Chairman David D. Smith will forgo, cancel, or return a grant of SARs of 638,298 shares of Sinclair Class A common stock that was awarded to him in February 2020. In exchange for the consideration described above, and subject to final court approval, the Derivative Actions will be dismissed and defendants will be released of any claims relating to the Tribune Merger or the HDO (provided that the release will not include the Securities Action). On July 23, 2020, and pursuant to the Settlement, the Teamsters Action was voluntarily dismissed. Also on July 23, 2020, the plaintiffs in the Norfolk Action and the San Antonio Action filed the settlement papers with the District of Maryland and moved for preliminary approval of the Settlement as fair, reasonable, and adequate, and providing for notice to shareholders of the Settlement. On August 6, 2020, the court entered an order preliminarily approving the settlement and providing for notice of a final settlement hearing to be held on October 27, 2020. On October 27, 2020, the court held the final settlement hearing and indicated that the court would review the submissions and issue a written decision. Defendants have not admitted any liability or wrongdoing in connection with the Settlement and have entered into the Settlement to avoid the costs, risks, distraction, and uncertainties of continued litigation. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE: The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Income (Numerator) Net (loss) income $ (3,367 ) $ (49 ) $ (2,943 ) $ 18 Net income attributable to the redeemable noncontrolling interests (19 ) (11 ) (51 ) (11 ) Net loss (income) attributable to the noncontrolling interests 130 — 113 (3 ) Numerator for basic and diluted earnings per common share available to common shareholders $ (3,256 ) $ (60 ) $ (2,881 ) $ 4 Shares (Denominator) Basic weighted-average common shares outstanding 74,810 92,086 81,922 92,050 Dilutive effect of stock-settled appreciation rights and outstanding stock options — — — 1,221 Diluted weighted-average common and common equivalent shares outstanding 74,810 92,086 81,922 93,271 The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted-average stock-settled appreciation rights and outstanding stock options excluded 3,456 1,349 3,406 317 |
SEGMENT DATA
SEGMENT DATA | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA: We measure segment performance based on operating income (loss). We have two reportable segments: broadcast and local sports . Our broadcast segment, previously referred to as our local news and marketing services segment, provides free over-the-air programming to television viewing audiences and includes stations in 88 markets located throughout the continental United States. Our local sports segment, previously referred to as our sports segment, provides viewers with live professional sports content and includes 23 Segment financial information is included in the following tables for the periods presented (in millions): As of September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Assets $ 4,673 $ 6,211 $ 1,641 $ (42 ) $ 12,483 For the three months ended September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 734 $ 727 $ 105 $ (27 ) (b) $ 1,539 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 60 109 6 (1 ) 174 Amortization of sports programming rights (a) — 632 — — 632 Amortization of program contract costs 19 — — — 19 Corporate general and administrative expenses 25 3 2 — 30 (Gain) loss on asset dispositions and other, net of impairment (41 ) — 2 — (39 ) Impairment of goodwill and definite-lived intangible assets — 4,264 — — 4,264 Operating income (loss) 221 (4,450 ) 10 3 (4,216 ) Interest expense including amortization of debt discount and deferred financing costs 2 111 48 (4 ) 157 Loss from equity method investments — (2 ) (8 ) — (10 ) For the three months ended September 30, 2019 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 661 $ 352 $ 129 $ (17 ) (b) $ 1,125 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 61 54 6 (1 ) 120 Amortization of sports programming rights (a) — 193 — — 193 Amortization of program contract costs 22 — — — 22 Corporate general and administrative expenses 23 92 123 (1 ) 237 Gain on asset dispositions and other, net of impairment (29 ) — (6 ) — (35 ) Operating income (loss) 154 (56 ) (102 ) (2 ) (6 ) Interest expense including amortization of debt discount and deferred financing costs 1 73 58 (3 ) 129 Income (loss) from equity method investments — 1 (13 ) — (12 ) For the nine months ended September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 2,026 $ 2,155 $ 338 $ (88 ) (b) $ 4,431 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 178 328 19 (1 ) 524 Amortization of sports programming rights (a) — 1,028 — — 1,028 Amortization of program contract costs 63 — — — 63 Corporate general and administrative expenses 95 7 9 — 111 (Gain) loss on asset dispositions and other, net of impairment (101 ) — 2 — (99 ) Impairment of goodwill and definite-lived intangible assets — 4,264 — — 4,264 Operating income (loss) 455 (3,885 ) 38 (5 ) (3,397 ) Interest expense including amortization of debt discount and deferred financing costs 4 351 156 (9 ) 502 Income (loss) from equity method investments — 6 (29 ) — (23 ) For the nine months ended September 30, 2019 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 1,939 $ 352 $ 354 $ (27 ) (b) $ 2,618 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 183 54 16 (1 ) 252 Amortization of sports programming rights (a) — 193 — — 193 Amortization of program contract costs 68 — — — 68 Corporate general and administrative expenses 82 92 144 (1 ) 317 Gain on asset dispositions and other, net of impairment (51 ) — (6 ) — (57 ) Operating income (loss) 384 (56 ) (128 ) (7 ) 193 Interest expense including amortization of debt discount and deferred financing costs 4 73 170 (10 ) 237 Income (loss) from equity method investments — 1 (39 ) — (38 ) (a) The amortization of sports programming rights is included within media programming and production expenses on our consolidated statements of operations. Due to the outbreak of COVID-19 and postponement of professional sports leagues, we did not record amortization of our sports contracts during the month of March 2020 and three months ended June 30, 2020. Amortization expense resumed when the games commenced during the three months ended September 30, 2020. (b) Includes $26 million and $75 million for the three and nine months ended September 30, 2020 , respectively, and $9 million for both the three and nine months ended September 30, 2019 of revenue for services provided by broadcast to local sports and other, which are eliminated in consolidation. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES: Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation. We are party to a joint venture associated with Marquee. Marquee is party to a long term telecast rights agreement which provides the rights to air certain live game telecasts and other content, which we guarantee. In connection with the RSN Acquisition, we became party to a joint venture associated with one other regional sports network. We participate significantly in the economics and have the power to direct the activities which significantly impact the economic performance of these regional sports networks, including sales and certain operational services. We consolidate these regional sports networks because they are variable interest entities and we are the primary beneficiary. The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions): As of September 30, As of December 31, ASSETS Current assets: Cash and cash equivalents $ 37 $ 39 Accounts receivable, net 89 39 Prepaid sports rights 10 10 Other current assets 7 6 Total current assets 143 94 Property and equipment, net 17 15 Operating lease assets 6 8 Goodwill and indefinite-lived intangible assets 15 15 Definite-lived intangible assets, net 55 93 Other assets 1 3 Total assets $ 237 $ 228 LIABILITIES Current liabilities: Other current liabilities $ 35 $ 19 Notes payable, finance leases and commercial bank financing, less current portion 11 15 Operating lease liabilities, less current portion 5 6 Program contracts payable, less current portion 4 7 Other long-term liabilities 14 1 Total liabilities $ 69 $ 48 The amounts above represent the consolidated assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $130 million and $127 million as of September 30, 2020 and December 31, 2019 , respectively, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of September 30, 2020 , all of the liabilities are non-recourse to us except for the debt of certain VIEs. See Debt of variable interest entities and guarantees of third-party debt under Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further discussion. The risk and reward characteristics of the VIEs are similar. Other VIEs We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs. The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $78 million and $71 million as of September 30, 2020 and December 31, 2019 , respectively. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to equity method investments and other investments are recorded in loss from equity method investments and other income, net, respectively, in our consolidated statements of operations . We recorded losses of $7 million and $29 million for the three and nine months ended September 30, 2020 , respectively, and losses of $13 million and $38 million for the three and nine months ended September 30, 2019 , respectively. |
RELATED PERSON TRANSACTIONS
RELATED PERSON TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PERSON TRANSACTIONS | RELATED PERSON TRANSACTIONS: Transactions with our controlling shareholders David, Frederick, J. Duncan, and Robert Smith (collectively, the controlling shareholders) are brothers and hold substantially all of our Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests: Leases. Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders. Lease payments made to these entities were $1 million for both the three months ended September 30, 2020 and 2019 and $4 million for both the nine months ended September 30, 2020 and 2019 . For further information, see Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing . Charter Aircraft. We lease aircraft owned by certain controlling shareholders. For all leases, we incurred expenses of less than $1 million for both the three and nine months ended September 30, 2020 . For all leases, we incurred expenses of $1 million for the three months ended September 30, 2019 and $2 million for the nine months ended September 30, 2019 . Cunningham Broadcasting Corporation Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; and KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah (collectively, the Cunningham Stations). Certain of our stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See Note 8. Variable Interest Entities , for further discussion of the scope of services provided under these types of arrangements. As of September 30, 2020 , we have jointly and severally, unconditionally, and irrevocably guaranteed $42 million of Cunningham's debt, of which $8 million , net of $0.4 million deferred financing costs, relates to the Cunningham VIEs that we consolidate. The voting stock of Cunningham is owned by an unrelated party. All of the non-voting stock is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations. The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2023 and there are two additional 5 -year renewal terms remaining with final expiration on July 1, 2033. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement we are obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue or (ii) $5 million . The aggregate purchase price of these television stations increases by 6% annually. A portion of the fee is required to be applied to the purchase price to the extent of the 6% increase. The cumulative prepayments made under these purchase agreements were $53 million and $51 million as of September 30, 2020 and December 31, 2019 , respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both September 30, 2020 and December 31, 2019 , was approximately $54 million . Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2025, and have a purchase option to acquire for $0.2 million . We paid Cunningham, under these agreements, $2 million for both the three months ended September 30, 2020 and 2019 and $6 million for both the nine months ended September 30, 2020 and 2019 . The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between December 2020 and August 2025 and certain stations have renewal provisions for successive eight -year periods. As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations . Our consolidated revenues include $39 million and $38 million for the three months ended September 30, 2020 and 2019 , respectively, and $111 million for both the nine months ended September 30, 2020 and 2019 , related to the Cunningham Stations. We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in June 2022. Under the agreement, Cunningham paid us an initial fee of $1 million and pays us $0.2 million annually for master control services plus the cost to maintain and repair the equipment. In addition, we have an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $1 million that expires in October 2021. Atlantic Automotive Corporation We sell advertising time to Atlantic Automotive Corporation (Atlantic Automotive), a holding company that owns automobile dealerships and an automobile leasing company. David D. Smith, our Executive Chairman, has a controlling interest in, and is a member of the Board of Directors of, Atlantic Automotive. We received payments for advertising totaling less than $0.1 million for both the three and nine months ended September 30, 2020 and $0.2 million for both the three and nine months ended September 30, 2019 . Leased property by real estate ventures Certain of our real estate ventures have entered into leases with entities owned by members of the Smith Family. Total rent received under these leases was $0.3 million for both the three months ended September 30, 2020 and 2019 and $0.7 million for both the nine months ended September 30, 2020 and 2019 . Equity method investees YES Network . In August 2019, YES Network, an equity method investee, entered into a management services agreement with the Company, in which the Company provides certain services for an initial term that expires on August 29, 2025. The agreement will automatically renew for two 2 -year renewal terms, with a final expiration on August 29, 2029. Pursuant to the terms of the agreement, the YES Network paid us a management services fee of $1 million and $4 million for the three and nine months ended September 30, 2020 , respectively, and $0.4 million for both the three and nine months ended September 30, 2019 . In conjunction with the acquisition of the RSNs on August 23, 2019, as discussed in Note 2. Acquisitions and Dispositions of Assets , we assumed a minority interest in certain mobile production companies, which we account for as equity method investments. We made payments for production services to these entities totaling $7 million and $16 million for the three and nine months ended September 30, 2020 , respectively, and $4 million for both the three and nine months ended September 30, 2019 . Sports Programming Rights The Company paid $15 million and $221 million , net of rebates, for the three and nine months ended September 30, 2020 , respectively, and $38 million for both the three and nine months ended September 30, 2019 , under sports programming rights agreements covering the broadcast of regular season games, to six professional teams who have non-controlling equity interests in certain of our RSNs. These agreements expire on various dates during the fiscal years ended 2025 through 2032 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS: Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels: • Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The following table sets forth the carrying value and fair value of our financial assets and liabilities for the periods presented (in millions): As of September 30, 2020 As of December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Level 1: STG: Money market funds $ 239 $ 239 $ 354 $ 354 Deferred compensation assets 37 37 36 36 Deferred compensation liabilities 32 32 33 33 DSG: Money market funds 47 47 559 559 Level 2 (a): STG: 5.875% Senior Unsecured Notes due 2026 348 342 350 368 5.625% Senior Unsecured Notes due 2024 550 547 550 566 5.500% Senior Unsecured Notes due 2030 500 464 500 511 5.125% Senior Unsecured Notes due 2027 400 373 400 411 Term Loan B 1,319 1,282 1,329 1,326 Term Loan B-2 1,287 1,252 1,297 1,300 DSG: 12.750% Senior Secured Notes due 2026 (b) 31 25 — — 6.625% Senior Unsecured Notes due 2027 (b) 1,744 908 1,825 1,775 5.375% Senior Secured Notes due 2026 3,050 2,158 3,050 3,085 Term Loan 3,267 2,597 3,292 3,284 Accounts receivable securitization facility (c) 74 74 — — Debt of variable interest entities 18 18 21 21 Debt of non-media subsidiaries 18 18 18 18 Level 3 DSG: Variable payment obligations (d) 64 64 239 239 (a) Amounts are carried in our consolidated balance sheets net of debt discount, premium, and deferred financing cost, which are excluded in the above table, of $182 million and $231 million as of September 30, 2020 and December 31, 2019 , respectively. (b) On June 10, 2020, we exchanged $66.5 million aggregate principal amount of the DSG 6.625% Notes for cash payments of $10 million , including accrued but unpaid interest, and $31 million aggregate principal amount of the newly issued DSG 12.750% Secured Notes. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further information. (c) We entered into the A/R Facility on September 23, 2020. As of September 30, 2020 , the balance of the loans under the A/R Facility was $74 million . See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further information. (d) The Company records its variable payment obligations at fair value on a recurring basis. These liabilities are further described in Other Liabilities within Note 5. Commitments and Contingencies . Significant unobservable inputs used in the fair value measurement are projected future operating income before depreciation and amortization; and weighted average discount rate of 10% . Significant increases (decreases) in projected future operating income would generally result in a significantly higher (lower) fair value measurement. Significant increases (decreases) in discount rates, would result in a significantly (lower) higher fair value measurement. The following table summarizes the changes in financial liabilities measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and nine months ended September 30, 2020 (in millions): Variable Payment Obligations Fair value at June 30, 2020 $ 235 Payments (6 ) Measurement adjustments (165 ) Fair value at September 30, 2020 $ 64 Variable Payment Obligations Fair value at December 31, 2019 $ 239 Payments (16 ) Measurement adjustments (159 ) Fair value at September 30, 2020 $ 64 |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS: Sinclair Television Group, Inc. (STG), a wholly-owned subsidiary and the television operating subsidiary of Sinclair Broadcast Group, Inc. (SBG), is the primary obligor under the STG Bank Credit Agreement , 5.625% Notes, 5.875% Notes, 5.125% Notes, and 5.500% Notes (collectively, the Notes are referred to as the " STG Notes "), and, until they were redeemed, STG's 5.375% Notes and 6.125% Notes. STG’s 5.625% Notes were publicly registered on a Registration Statement on Form S-3ASR (No. 333-203483), effective April 17, 2015, and, until they were redeemed, STG’s 6.125% Notes were publicly registered on a Registration Statement on Form S-4 (No. 333-187724), effective April 16, 2013. Our Class A Common Stock and Class B Common Stock as of September 30, 2020 , were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the STG Bank Credit Agreement , 5.625% Notes, 5.875% Notes, 5.125% Notes, 5.500% Notes and, until they were redeemed, STG's 5.375% Notes and 6.125% Notes. As of September 30, 2020 , our consolidated total debt, net of deferred financing costs and debt discounts, of $12,463 million included $4,415 million related to STG and its subsidiaries of which SBG guaranteed $4,375 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. These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10. CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Cash and cash equivalents $ — $ 262 $ 4 $ 366 $ — $ 632 Accounts receivable, net — — 510 598 — 1,108 Other current assets 9 55 403 416 (82 ) 801 Total current assets 9 317 917 1,380 (82 ) 2,541 Property and equipment, net 1 32 704 104 (27 ) 814 Investment in equity of consolidated subsidiaries 331 3,516 — — (3,847 ) — Restricted cash — — — 1 — 1 Goodwill — — 2,082 10 — 2,092 Indefinite-lived intangible assets — — 149 14 — 163 Definite-lived intangible assets, net — — 1,299 4,491 (43 ) 5,747 Other long-term assets 84 1,768 282 1,225 (2,234 ) 1,125 Total assets $ 425 $ 5,633 $ 5,433 $ 7,225 $ (6,233 ) $ 12,483 Accounts payable and accrued liabilities $ 15 $ 61 $ 262 $ 210 $ (82 ) $ 466 Current portion of long-term debt — 27 5 41 (1 ) 72 Other current liabilities 1 1 192 242 — 436 Total current liabilities 16 89 459 493 (83 ) 974 Long-term debt 700 4,331 35 8,363 (1,038 ) 12,391 Investment in deficit of consolidated subsidiaries 1,434 — — — (1,434 ) — Other long-term liabilities 12 121 1,427 457 (1,416 ) 601 Total liabilities 2,162 4,541 1,921 9,313 (3,971 ) 13,966 Redeemable noncontrolling interests — — — 194 — 194 Total Sinclair Broadcast Group (deficit) equity (1,737 ) 1,092 3,512 (2,338 ) (2,266 ) (1,737 ) Noncontrolling interests in consolidated subsidiaries — — — 56 4 60 Total liabilities, redeemable noncontrolling interests, and equity $ 425 $ 5,633 $ 5,433 $ 7,225 $ (6,233 ) $ 12,483 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2019 (in millions) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Cash and cash equivalents $ — $ 357 $ 3 $ 973 $ — $ 1,333 Accounts receivable, net — — 561 571 — 1,132 Other current assets 5 41 264 188 (50 ) 448 Total current assets 5 398 828 1,732 (50 ) 2,913 Property and equipment, net 1 31 659 96 (22 ) 765 Investment in consolidated subsidiaries 2,270 3,558 — — (5,828 ) — Goodwill — — 2,091 2,625 — 4,716 Indefinite-lived intangible assets — — 144 14 — 158 Definite-lived intangible assets, net — — 1,426 6,598 (47 ) 7,977 Other long-term assets 82 1,611 279 618 (1,749 ) 841 Total assets $ 2,358 $ 5,598 $ 5,427 $ 11,683 $ (7,696 ) $ 17,370 Accounts payable and accrued liabilities $ 142 $ 109 $ 286 $ 296 $ (51 ) $ 782 Current portion of long-term debt — 27 4 41 (1 ) 71 Other current liabilities — 1 133 147 — 281 Total current liabilities 142 137 423 484 (52 ) 1,134 Long-term debt 700 4,348 32 8,317 (1,030 ) 12,367 Other long-term liabilities 13 53 1,418 547 (934 ) 1,097 Total liabilities 855 4,538 1,873 9,348 (2,016 ) 14,598 Redeemable noncontrolling interests — — — 1,078 — 1,078 Total Sinclair Broadcast Group equity 1,503 1,060 3,554 1,069 (5,684 ) 1,502 Noncontrolling interests in consolidated subsidiaries — — — 188 4 192 Total liabilities, redeemable noncontrolling interests, and equity $ 2,358 $ 5,598 $ 5,427 $ 11,683 $ (7,696 ) $ 17,370 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 25 $ 774 $ 786 $ (46 ) $ 1,539 Media programming and production expenses — — 322 772 (17 ) 1,077 Selling, general and administrative expenses 2 27 160 77 (24 ) 242 Impairment of goodwill and definite-lived intangible assets — — — 4,264 — 4,264 Depreciation, amortization and other operating expenses 1 1 40 133 (3 ) 172 Total operating expenses 3 28 522 5,246 (44 ) 5,755 Operating (loss) income (3 ) (3 ) 252 (4,460 ) (2 ) (4,216 ) Equity in (loss) earnings of consolidated subsidiaries (3,252 ) 302 — — 2,950 — Interest expense (3 ) (45 ) (1 ) (114 ) 6 (157 ) Other income (expense) 1 5 (11 ) 168 (4 ) 159 Total other (expense) income (3,254 ) 262 (12 ) 54 2,952 2 Income tax benefit 1 55 64 727 — 847 Net (loss) income (3,256 ) 314 304 (3,679 ) 2,950 (3,367 ) Net income attributable to the redeemable noncontrolling interests — — — (19 ) — (19 ) Net loss attributable to the noncontrolling interests — — — 130 — 130 Net (loss) income attributable to Sinclair Broadcast Group $ (3,256 ) $ 314 $ 304 $ (3,568 ) $ 2,950 $ (3,256 ) Comprehensive (loss) income $ (3,256 ) $ 314 $ 304 $ (3,679 ) $ 2,950 $ (3,367 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 9 $ 702 $ 445 $ (31 ) $ 1,125 Media programming and production expenses — — 312 262 (14 ) 560 Selling, general and administrative expenses 122 24 162 124 (10 ) 422 Depreciation, amortization and other operating expenses — (6 ) 55 104 (4 ) 149 Total operating expenses 122 18 529 490 (28 ) 1,131 Operating (loss) income (122 ) (9 ) 173 (45 ) (3 ) (6 ) Equity in earnings of consolidated subsidiaries 35 202 — — (237 ) — Interest expense (1 ) (55 ) (1 ) (76 ) 4 (129 ) Other income (expense) 1 (2 ) (12 ) 6 (2 ) (9 ) Total other income (expense) 35 145 (13 ) (70 ) (235 ) (138 ) Income tax benefit 27 4 43 21 — 95 Net (loss) income (60 ) 140 203 (94 ) (238 ) (49 ) Net income attributable to the redeemable noncontrolling interests — — — (11 ) — (11 ) Net (loss) income attributable to Sinclair Broadcast Group $ (60 ) $ 140 $ 203 $ (105 ) $ (238 ) $ (60 ) Comprehensive (loss) income $ (60 ) $ 140 $ 203 $ (94 ) $ (238 ) $ (49 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 74 $ 2,140 $ 2,350 $ (133 ) $ 4,431 Media programming and production expenses — — 962 1,371 (45 ) 2,288 Selling, general and administrative expenses 8 97 479 207 (72 ) 719 Impairment of goodwill and definite-lived intangible assets — — — 4,264 — 4,264 Depreciation, amortization and other operating expenses 1 6 143 416 (9 ) 557 Total operating expenses 9 103 1,584 6,258 (126 ) 7,828 Operating (loss) income (9 ) (29 ) 556 (3,908 ) (7 ) (3,397 ) Equity in (loss) earnings of consolidated subsidiaries (2,866 ) 542 — — 2,324 — Interest expense (10 ) (147 ) (3 ) (361 ) 19 (502 ) Other income (expense) — 11 (30 ) 180 (10 ) 151 Total other (expense) income (2,876 ) 406 (33 ) (181 ) 2,333 (351 ) Income tax benefit 4 75 24 702 — 805 Net (loss) income (2,881 ) 452 547 (3,387 ) 2,326 (2,943 ) Net income attributable to the redeemable noncontrolling interests — — — (51 ) — (51 ) Net loss attributable to the noncontrolling interests — — — 113 — 113 Net (loss) income attributable to Sinclair Broadcast Group $ (2,881 ) $ 452 $ 547 $ (3,325 ) $ 2,326 $ (2,881 ) Comprehensive (loss) income $ (2,881 ) $ 452 $ 547 $ (3,396 ) $ 2,326 $ (2,952 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 9 $ 2,064 $ 616 $ (71 ) $ 2,618 Media programming and production expenses — — 931 325 (41 ) 1,215 Selling, general and administrative expenses 143 82 481 133 (12 ) 827 Depreciation, amortization and other operating expenses — (3 ) 203 193 (10 ) 383 Total operating expenses 143 79 1,615 651 (63 ) 2,425 Operating (loss) income (143 ) (70 ) 449 (35 ) (8 ) 193 Equity in earnings of consolidated subsidiaries 116 410 — — (526 ) — Interest expense (2 ) (160 ) (2 ) (85 ) 12 (237 ) Other income (expense) 2 3 (35 ) 5 (1 ) (26 ) Total other income (expense) 116 253 (37 ) (80 ) (515 ) (263 ) Income tax benefit 31 33 3 21 — 88 Net income (loss) 4 216 415 (94 ) (523 ) 18 Net income attributable to the redeemable noncontrolling interests — — — (11 ) — (11 ) Net income attributable to the noncontrolling interests — — — (3 ) — (3 ) Net income (loss) attributable to Sinclair Broadcast Group $ 4 $ 216 $ 415 $ (108 ) $ (523 ) $ 4 Comprehensive income (loss) $ 4 $ 216 $ 415 $ (94 ) $ (523 ) $ 18 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES $ (115 ) $ (39 ) $ 481 $ 510 $ 2 $ 839 NET CASH FLOWS USED IN INVESTING ACTIVITIES Acquisition of property and equipment — (7 ) (110 ) (19 ) 6 (130 ) Acquisition of businesses, net of cash acquired — — (7 ) — — (7 ) Spectrum repack reimbursements — — 72 — — 72 Proceeds from the sale of assets — — 36 — — 36 Purchases of investments (2 ) (30 ) (33 ) (20 ) — (85 ) Other, net 1 — (2 ) 17 — 16 Net cash flows used in investing activities (1 ) (37 ) (44 ) (22 ) 6 (98 ) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from notes payable and commercial bank financing — 648 — 299 — 947 Repayments of notes payable, commercial bank financing and finance leases — (670 ) (3 ) (272 ) — (945 ) Repurchase of outstanding Class A Common Stock (343 ) — — — — (343 ) Dividends paid on Class A and Class B Common Stock (49 ) — — — — (49 ) Dividends paid on redeemable subsidiary preferred equity — — — (32 ) — (32 ) Redemption of redeemable subsidiary preferred equity — — — (547 ) — (547 ) Debt issuance costs — — — (7 ) — (7 ) Distributions to noncontrolling interests, net — — — (19 ) — (19 ) Distributions to redeemable noncontrolling interests — — — (378 ) — (378 ) Increase (decrease) in intercompany payables 507 3 (433 ) (69 ) (8 ) — Other, net 1 — — (69 ) — (68 ) Net cash flows from (used in) financing activities 116 (19 ) (436 ) (1,094 ) (8 ) (1,441 ) NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (95 ) 1 (606 ) — (700 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 357 3 973 — 1,333 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 262 $ 4 $ 367 $ — $ 633 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES $ (4 ) $ (188 ) $ 538 $ 157 $ (9 ) $ 494 NET CASH FLOWS USED IN INVESTING ACTIVITIES Acquisition of property and equipment — (2 ) (99 ) (4 ) 9 (96 ) Acquisition of businesses, net of cash acquired — — — (9,006 ) — (9,006 ) Spectrum repack reimbursements — — 50 — — 50 Purchases of investments (2 ) (36 ) (42 ) (351 ) — (431 ) Other, net — 2 — 4 — 6 Net cash flows used in investing activities (2 ) (36 ) (91 ) (9,357 ) 9 (9,477 ) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from notes payable and commercial bank financing — 1,294 — 8,159 — 9,453 Repayments of notes payable, commercial bank financing and finance leases — (706 ) (3 ) (26 ) 20 (715 ) Proceeds from the issuance of redeemable subsidiary preferred equity, net — — — 985 — 985 Repurchase of outstanding Class A Common Stock (125 ) — — — — (125 ) Dividends paid on Class A and Class B Common Stock (55 ) — — — — (55 ) Dividends paid on redeemable subsidiary preferred equity — — — (10 ) — (10 ) Debt issuance costs — (15 ) — (167 ) — (182 ) Distributions to noncontrolling interests — — — (30 ) — (30 ) Increase (decrease) in intercompany payables 186 (1,074 ) (454 ) 1,362 (20 ) — Other, net — 1 — — — 1 Net cash flows from (used in) financing activities 6 (500 ) (457 ) 10,273 — 9,322 NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (724 ) (10 ) 1,073 — 339 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 962 19 79 — 1,060 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 238 $ 9 $ 1,152 $ — $ 1,399 |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Sinclair Broadcast Group, Inc. (the Company) is a diversified television media company with national reach and a strong focus on providing high-quality content on our local television stations, regional sports networks, and digital platforms. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, college and professional sports, and other original programming produced by us. Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties. Outside of our media related businesses, we operate technical services companies focused on supply and maintenance of broadcast transmission systems as well as research and development for the advancement of broadcast technology, and we manage other non-media related investments. |
Principles of Consolidation and Interim Financial Statements | Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, including the operating results of the RSNs acquired on August 23, 2019, as discussed in Note 2. Acquisitions and Dispositions of Assets , and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. Noncontrolling interests which may be redeemed by the holder, and the redemption is outside of our control, are presented as redeemable noncontrolling interests. All intercompany transactions and account balances have been eliminated in consolidation. We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See Note 8. Variable Interest Entities for more information on our VIEs. Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees. Interim Financial Statements The consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of equity and redeemable noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements discussed below. As permitted under the applicable rules and regulations of the Securities and Exchange Commission (SEC), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year. |
Equity Investments | Equity Investments |
Equity Method Investments | We account for our investment in the YES Network as an equity method investment, which is recorded within other assets in our consolidated balance sheets , and in which our proportionate share of the net income generated by the investment is included within loss from equity method investments in our consolidated statements of operations |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates. The impact of the outbreak of the novel coronavirus (COVID-19) continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties could further materially impact our estimates related to, but not limited to, revenue recognition, goodwill and intangible assets, program contract costs, sports programming rights, and income taxes. As a result, many of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued amended guidance on the accounting for credit losses on financial instruments. Among other provisions, this guidance introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model that will generally result in the earlier recognition of allowances for losses. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued guidance which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, with the capitalized implementation costs of a hosting arrangement that is a service contract expensed over the term of the hosting arrangement. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety, as currently required in generally accepted accounting principles (GAAP). We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In March 2019, the FASB issued guidance which requires that an entity test a film or license agreement within the scope of Subtopic 920-350 for impairment at the film group level, when the film or license agreement is predominantly monetized with other films and/or license agreements. We adopted this guidance during the first quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. See Broadcast Television Programming below for further information on our accounting for television program contracts. In December 2019, the FASB issued guidance which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020. Early adoption is permitted. We early adopted this guidance during the third quarter of 2020. The impact of the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued guidance providing optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. The guidance was effective for all entities immediately upon issuance of the update and may be applied prospectively to applicable transactions existing as of or entered into from the date of adoption through December 31, 2022. We are currently evaluating the impact of this guidance, if elected, but do not expect a material impact on our consolidated financial statements. |
Broadcast Television Programming | Broadcast Television Programming We have agreements with rights holders for the rights to television programming over contract periods, which generally run from one to seven years . Contract payments are made in installments over periods that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets. The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program contract costs are amortized on a straight-line basis except for contracts greater than three years which are amortized utilizing an accelerated method. Program contract costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments. |
Sports Programming Rights | Sports Programming Rights We have multi-year program rights agreements that provide the Company with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee. A prepaid asset is recorded for rights acquired related to future games upon payment of the contracted fee. The assets recorded for the acquired rights are classified as current or non-current based on the period when the games are expected to be aired. Liabilities are recorded for any program rights obligations that have been incurred but not yet paid at period end. We amortize these programing rights as an expense over each season based upon contractually stated rates. Amortization is accelerated in the event that the stated contractual rates over the term of the rights agreement results in an expense recognition pattern that is inconsistent with the projected growth of revenue over the contractual term. Certain rights agreements with professional teams contain provisions which require the rebate of rights fees paid by the Company if a contractually minimum number of live games are not delivered. Rights fees paid in advance of expense recognition, inclusive of any contractual rebates due to the Company, are included within prepaid sports rights in our consolidated balance sheets . |
Revenue Recognition | Distribution Revenue. We generate distribution revenue through fees received from multi-channel video programming distributors (MVPDs) and virtual MVPDs (vMVPDs, and together with MVPDs, "Distributors") for the right to distribute our stations, RSNs, and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material. Certain of our distribution arrangements contain provisions that require the Company to deliver a minimum number of live professional sports games or tournaments during a defined period which usually corresponds with a calendar year. If the minimum threshold is not met, we may be obligated to refund a portion of the distribution fees received if shortfalls are not cured within a specified period of time. Our ability to meet these requirements is primarily driven by the delivery of games by the professional sports leagues. The Company has not historically paid any material rebates under these contractual provisions as it is unusual for there to be an event which is significant enough to preclude the Company from meeting or exceeding these thresholds. The COVID-19 pandemic has resulted in significant disruptions to the normal operations of the professional sports leagues resulting in delays and uncertainty with respect to regularly scheduled games. Decisions made by the leagues during the second quarter of 2020 regarding the timing and format of the revised 2020 seasons have resulted, in some cases, in our inability to meet these minimum requirements and the need to reduce revenue based upon estimated rebates due to our distribution customers. These estimated rebates will be recognized over the measurement period of the rebate which is the year ended December 31, 2020. For the three and nine months ended September 30, 2020 , we reduced revenue by, and accrued corresponding rebates to Distributors of $128 million and $252 million , respectively. See Subsequent Events within Note 1. Nature of Operations and Summary of Significant Accounting Policies . Advertising Revenue. We generate advertising revenue primarily from the sale of advertising spots/impressions within our broadcast television, RSN, and digital platforms. In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage based royalty. Deferred Revenue. |
Impairment of Goodwill and Definite-Lived Intangible Assets | The long-lived asset impairment test requires a comparison of undiscounted cash flows expected to be generated over the useful life of an asset group to the carrying value of the asset group. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We have concluded that each of our RSNs individually qualify as an asset group and therefore the test was performed at each RSN level accordingly. We estimated the projected undiscounted cash flows over the remaining useful life of each asset group. The more significant inputs used in determining our estimate of the projected cash flows included future revenue growth and projected margins. We identified 10 RSNs which had carrying values in excess of the future undiscounted cash flows; and therefore, for these RSNs an impairment loss was measured as the amount by which the carrying value of each asset group exceeded the fair value of each asset group. The calculated impairment was then allocated to the long-lived assets within the asset group, which primarily consists of definite lived intangible assets, based upon relative fair value. The fair value of the asset groups, reporting units and definite lived intangible assets were determined based upon a discounted cash flow analysis which uses the present value of projected cash flows. The projected cash flows were based upon our estimates of future revenues and margins, among other inputs. The discount rates used in the valuation were based on a weighted-average cost of capital determined from relevant market comparisons and taking into consideration the risk specifically associated with our asset groups and underlying assets. Terminal values were determined based upon the final year of projected cash flows which reflected our estimate of stable perpetual growth. The more sensitive inputs used in the discounted cash flow analysis include projected revenue and margins, as well as the discount rates used to calculate the present value of future cash flows. Projected revenue was based on the consideration of historical experience of the business, market data surrounding subscriber projections and advertising growth, our ability to retain existing customers and our ability to obtain new customers. Our revenue projections could be negatively impacted by the further loss of key Distributors, inability to obtain new or retain existing Distributors on terms similar to those expiring, greater than expected consumer migration away from traditional linear Distributors, or our inability to successfully develop alternative revenue streams, among other factors. Our future margins may also be affected by our inability to renew sports rights agreements on terms favorable to us. |
Income Taxes | Income Taxes |
Reclassifications | Reclassifications Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation. |
Fair Value Measurements | Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels: • Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | The following table presents our revenue disaggregated by type and segment (in millions): For the three months ended September 30, 2020 Broadcast Local sports Other Eliminations Total Distribution revenue $ 356 $ 597 $ 50 $ — $ 1,003 Advertising revenue 344 124 31 1 500 Other media, non-media, and intercompany revenues 34 6 24 (28 ) 36 Total revenues $ 734 $ 727 $ 105 $ (27 ) $ 1,539 For the three months ended September 30, 2019 Broadcast Local sports Other Eliminations Total Distribution revenue $ 340 $ 306 $ 33 $ — $ 679 Advertising revenue 302 43 32 (1 ) 376 Other media, non-media, and intercompany revenue 19 3 64 (16 ) 70 Total revenues $ 661 $ 352 $ 129 $ (17 ) $ 1,125 For the nine months ended September 30, 2020 Broadcast Local sports Other Eliminations Total Distribution revenue $ 1,059 $ 1,959 $ 150 $ — $ 3,168 Advertising revenue 861 182 92 — 1,135 Other media, non-media, and intercompany revenues 106 14 96 (88 ) 128 Total revenues $ 2,026 $ 2,155 $ 338 $ (88 ) $ 4,431 For the nine months ended September 30, 2019 Broadcast Local sports Other Eliminations Total Distribution revenue $ 995 $ 306 $ 97 $ — $ 1,398 Advertising revenue 904 43 78 (1 ) 1,024 Other media, non-media, and intercompany revenues 40 3 179 (26 ) 196 Total revenues $ 1,939 $ 352 $ 354 $ (27 ) $ 2,618 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS OF ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Allocated Fair Value of Acquired Assets and Liabilities Assumed | The following table summarizes the fair value of acquired assets, assumed liabilities, and noncontrolling interests of the Acquired RSNs (in millions): Cash and cash equivalents $ 824 Accounts receivable, net 606 Prepaid expenses and other current assets 175 Property and equipment, net 25 Customer relationships, net 5,439 Other definite-lived intangible assets, net 1,286 Other assets 52 Accounts payable and accrued liabilities (181 ) Other long-term liabilities (396 ) Goodwill 2,615 Fair value of identifiable net assets acquired $ 10,445 Redeemable noncontrolling interests (380 ) Noncontrolling interests (248 ) Gross purchase price $ 9,817 Purchase price, net of cash acquired $ 8,993 |
Business Acquisition, Pro Forma Information | The table below sets forth unaudited pro forma results of operations, assuming that the RSN Acquisition, along with transactions necessary to finance the acquisition, occurred at the beginning of the period presented (in millions, except per share data): Three Months Ended Nine Months Ended Total revenue $ 1,632 $ 5,067 Net income $ 9 $ 434 Net (loss) income attributable to Sinclair Broadcast Group $ (41 ) $ 274 Basic earnings per share attributable to Sinclair Broadcast Group $ (0.44 ) $ 2.98 Diluted earnings per share attributable to Sinclair Broadcast Group $ (0.44 ) $ 2.94 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non-Cancellable Commitments Relating to Sports Rights Agreement | The following table presents our annual non-cancellable commitments relating to our local sports segment's sports programming rights agreements as of September 30, 2020 . These commitments assume that sports teams fully deliver the contractually committed games, and do not reflect the impact of rebates expected to be paid by the teams. (in millions) 2020 (remainder) $ 515 2021 1,820 2022 1,575 2023 1,525 2024 1,457 2025 and thereafter 8,281 Total $ 15,173 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Income (Numerator) and Shares (Denominator) Used in Computation of Diluted Earnings Per Share | The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Income (Numerator) Net (loss) income $ (3,367 ) $ (49 ) $ (2,943 ) $ 18 Net income attributable to the redeemable noncontrolling interests (19 ) (11 ) (51 ) (11 ) Net loss (income) attributable to the noncontrolling interests 130 — 113 (3 ) Numerator for basic and diluted earnings per common share available to common shareholders $ (3,256 ) $ (60 ) $ (2,881 ) $ 4 Shares (Denominator) Basic weighted-average common shares outstanding 74,810 92,086 81,922 92,050 Dilutive effect of stock-settled appreciation rights and outstanding stock options — — — 1,221 Diluted weighted-average common and common equivalent shares outstanding 74,810 92,086 81,922 93,271 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Weighted-average stock-settled appreciation rights and outstanding stock options excluded 3,456 1,349 3,406 317 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment financial information | Segment financial information is included in the following tables for the periods presented (in millions): As of September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Assets $ 4,673 $ 6,211 $ 1,641 $ (42 ) $ 12,483 For the three months ended September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 734 $ 727 $ 105 $ (27 ) (b) $ 1,539 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 60 109 6 (1 ) 174 Amortization of sports programming rights (a) — 632 — — 632 Amortization of program contract costs 19 — — — 19 Corporate general and administrative expenses 25 3 2 — 30 (Gain) loss on asset dispositions and other, net of impairment (41 ) — 2 — (39 ) Impairment of goodwill and definite-lived intangible assets — 4,264 — — 4,264 Operating income (loss) 221 (4,450 ) 10 3 (4,216 ) Interest expense including amortization of debt discount and deferred financing costs 2 111 48 (4 ) 157 Loss from equity method investments — (2 ) (8 ) — (10 ) For the three months ended September 30, 2019 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 661 $ 352 $ 129 $ (17 ) (b) $ 1,125 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 61 54 6 (1 ) 120 Amortization of sports programming rights (a) — 193 — — 193 Amortization of program contract costs 22 — — — 22 Corporate general and administrative expenses 23 92 123 (1 ) 237 Gain on asset dispositions and other, net of impairment (29 ) — (6 ) — (35 ) Operating income (loss) 154 (56 ) (102 ) (2 ) (6 ) Interest expense including amortization of debt discount and deferred financing costs 1 73 58 (3 ) 129 Income (loss) from equity method investments — 1 (13 ) — (12 ) For the nine months ended September 30, 2020 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 2,026 $ 2,155 $ 338 $ (88 ) (b) $ 4,431 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 178 328 19 (1 ) 524 Amortization of sports programming rights (a) — 1,028 — — 1,028 Amortization of program contract costs 63 — — — 63 Corporate general and administrative expenses 95 7 9 — 111 (Gain) loss on asset dispositions and other, net of impairment (101 ) — 2 — (99 ) Impairment of goodwill and definite-lived intangible assets — 4,264 — — 4,264 Operating income (loss) 455 (3,885 ) 38 (5 ) (3,397 ) Interest expense including amortization of debt discount and deferred financing costs 4 351 156 (9 ) 502 Income (loss) from equity method investments — 6 (29 ) — (23 ) For the nine months ended September 30, 2019 Broadcast Local sports Other & Corporate Eliminations Consolidated Revenue $ 1,939 $ 352 $ 354 $ (27 ) (b) $ 2,618 Depreciation of property and equipment and amortization of definite-lived intangibles and other assets 183 54 16 (1 ) 252 Amortization of sports programming rights (a) — 193 — — 193 Amortization of program contract costs 68 — — — 68 Corporate general and administrative expenses 82 92 144 (1 ) 317 Gain on asset dispositions and other, net of impairment (51 ) — (6 ) — (57 ) Operating income (loss) 384 (56 ) (128 ) (7 ) 193 Interest expense including amortization of debt discount and deferred financing costs 4 73 170 (10 ) 237 Income (loss) from equity method investments — 1 (39 ) — (38 ) (a) The amortization of sports programming rights is included within media programming and production expenses on our consolidated statements of operations. Due to the outbreak of COVID-19 and postponement of professional sports leagues, we did not record amortization of our sports contracts during the month of March 2020 and three months ended June 30, 2020. Amortization expense resumed when the games commenced during the three months ended September 30, 2020. (b) Includes $26 million and $75 million for the three and nine months ended September 30, 2020 , respectively, and $9 million for both the three and nine months ended September 30, 2019 of revenue for services provided by broadcast to local sports and other, which are eliminated in consolidation. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions): As of September 30, As of December 31, ASSETS Current assets: Cash and cash equivalents $ 37 $ 39 Accounts receivable, net 89 39 Prepaid sports rights 10 10 Other current assets 7 6 Total current assets 143 94 Property and equipment, net 17 15 Operating lease assets 6 8 Goodwill and indefinite-lived intangible assets 15 15 Definite-lived intangible assets, net 55 93 Other assets 1 3 Total assets $ 237 $ 228 LIABILITIES Current liabilities: Other current liabilities $ 35 $ 19 Notes payable, finance leases and commercial bank financing, less current portion 11 15 Operating lease liabilities, less current portion 5 6 Program contracts payable, less current portion 4 7 Other long-term liabilities 14 1 Total liabilities $ 69 $ 48 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and fair value of notes and debentures | The following table sets forth the carrying value and fair value of our financial assets and liabilities for the periods presented (in millions): As of September 30, 2020 As of December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Level 1: STG: Money market funds $ 239 $ 239 $ 354 $ 354 Deferred compensation assets 37 37 36 36 Deferred compensation liabilities 32 32 33 33 DSG: Money market funds 47 47 559 559 Level 2 (a): STG: 5.875% Senior Unsecured Notes due 2026 348 342 350 368 5.625% Senior Unsecured Notes due 2024 550 547 550 566 5.500% Senior Unsecured Notes due 2030 500 464 500 511 5.125% Senior Unsecured Notes due 2027 400 373 400 411 Term Loan B 1,319 1,282 1,329 1,326 Term Loan B-2 1,287 1,252 1,297 1,300 DSG: 12.750% Senior Secured Notes due 2026 (b) 31 25 — — 6.625% Senior Unsecured Notes due 2027 (b) 1,744 908 1,825 1,775 5.375% Senior Secured Notes due 2026 3,050 2,158 3,050 3,085 Term Loan 3,267 2,597 3,292 3,284 Accounts receivable securitization facility (c) 74 74 — — Debt of variable interest entities 18 18 21 21 Debt of non-media subsidiaries 18 18 18 18 Level 3 DSG: Variable payment obligations (d) 64 64 239 239 (a) Amounts are carried in our consolidated balance sheets net of debt discount, premium, and deferred financing cost, which are excluded in the above table, of $182 million and $231 million as of September 30, 2020 and December 31, 2019 , respectively. (b) On June 10, 2020, we exchanged $66.5 million aggregate principal amount of the DSG 6.625% Notes for cash payments of $10 million , including accrued but unpaid interest, and $31 million aggregate principal amount of the newly issued DSG 12.750% Secured Notes. See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further information. (c) We entered into the A/R Facility on September 23, 2020. As of September 30, 2020 , the balance of the loans under the A/R Facility was $74 million . See Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing for further information. (d) The Company records its variable payment obligations at fair value on a recurring basis. These liabilities are further described in Other Liabilities within Note 5. Commitments and Contingencies . Significant unobservable inputs used in the fair value measurement are projected future operating income before depreciation and amortization; and weighted average discount rate of 10% . Significant increases (decreases) in projected future operating income would generally result in a significantly higher (lower) fair value measurement. Significant increases (decreases) in discount rates, would result in a significantly (lower) higher fair value measurement. |
Schedule of changes in Level 3 financial liabilities measured on recurring basis | The following table summarizes the changes in financial liabilities measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and nine months ended September 30, 2020 (in millions): Variable Payment Obligations Fair value at June 30, 2020 $ 235 Payments (6 ) Measurement adjustments (165 ) Fair value at September 30, 2020 $ 64 Variable Payment Obligations Fair value at December 31, 2019 $ 239 Payments (16 ) Measurement adjustments (159 ) Fair value at September 30, 2020 $ 64 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of condensed consolidating balance sheet | CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Cash and cash equivalents $ — $ 262 $ 4 $ 366 $ — $ 632 Accounts receivable, net — — 510 598 — 1,108 Other current assets 9 55 403 416 (82 ) 801 Total current assets 9 317 917 1,380 (82 ) 2,541 Property and equipment, net 1 32 704 104 (27 ) 814 Investment in equity of consolidated subsidiaries 331 3,516 — — (3,847 ) — Restricted cash — — — 1 — 1 Goodwill — — 2,082 10 — 2,092 Indefinite-lived intangible assets — — 149 14 — 163 Definite-lived intangible assets, net — — 1,299 4,491 (43 ) 5,747 Other long-term assets 84 1,768 282 1,225 (2,234 ) 1,125 Total assets $ 425 $ 5,633 $ 5,433 $ 7,225 $ (6,233 ) $ 12,483 Accounts payable and accrued liabilities $ 15 $ 61 $ 262 $ 210 $ (82 ) $ 466 Current portion of long-term debt — 27 5 41 (1 ) 72 Other current liabilities 1 1 192 242 — 436 Total current liabilities 16 89 459 493 (83 ) 974 Long-term debt 700 4,331 35 8,363 (1,038 ) 12,391 Investment in deficit of consolidated subsidiaries 1,434 — — — (1,434 ) — Other long-term liabilities 12 121 1,427 457 (1,416 ) 601 Total liabilities 2,162 4,541 1,921 9,313 (3,971 ) 13,966 Redeemable noncontrolling interests — — — 194 — 194 Total Sinclair Broadcast Group (deficit) equity (1,737 ) 1,092 3,512 (2,338 ) (2,266 ) (1,737 ) Noncontrolling interests in consolidated subsidiaries — — — 56 4 60 Total liabilities, redeemable noncontrolling interests, and equity $ 425 $ 5,633 $ 5,433 $ 7,225 $ (6,233 ) $ 12,483 CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2019 (in millions) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Cash and cash equivalents $ — $ 357 $ 3 $ 973 $ — $ 1,333 Accounts receivable, net — — 561 571 — 1,132 Other current assets 5 41 264 188 (50 ) 448 Total current assets 5 398 828 1,732 (50 ) 2,913 Property and equipment, net 1 31 659 96 (22 ) 765 Investment in consolidated subsidiaries 2,270 3,558 — — (5,828 ) — Goodwill — — 2,091 2,625 — 4,716 Indefinite-lived intangible assets — — 144 14 — 158 Definite-lived intangible assets, net — — 1,426 6,598 (47 ) 7,977 Other long-term assets 82 1,611 279 618 (1,749 ) 841 Total assets $ 2,358 $ 5,598 $ 5,427 $ 11,683 $ (7,696 ) $ 17,370 Accounts payable and accrued liabilities $ 142 $ 109 $ 286 $ 296 $ (51 ) $ 782 Current portion of long-term debt — 27 4 41 (1 ) 71 Other current liabilities — 1 133 147 — 281 Total current liabilities 142 137 423 484 (52 ) 1,134 Long-term debt 700 4,348 32 8,317 (1,030 ) 12,367 Other long-term liabilities 13 53 1,418 547 (934 ) 1,097 Total liabilities 855 4,538 1,873 9,348 (2,016 ) 14,598 Redeemable noncontrolling interests — — — 1,078 — 1,078 Total Sinclair Broadcast Group equity 1,503 1,060 3,554 1,069 (5,684 ) 1,502 Noncontrolling interests in consolidated subsidiaries — — — 188 4 192 Total liabilities, redeemable noncontrolling interests, and equity $ 2,358 $ 5,598 $ 5,427 $ 11,683 $ (7,696 ) $ 17,370 |
Schedule of condensed consolidating statement of operations and comprehensive income | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 25 $ 774 $ 786 $ (46 ) $ 1,539 Media programming and production expenses — — 322 772 (17 ) 1,077 Selling, general and administrative expenses 2 27 160 77 (24 ) 242 Impairment of goodwill and definite-lived intangible assets — — — 4,264 — 4,264 Depreciation, amortization and other operating expenses 1 1 40 133 (3 ) 172 Total operating expenses 3 28 522 5,246 (44 ) 5,755 Operating (loss) income (3 ) (3 ) 252 (4,460 ) (2 ) (4,216 ) Equity in (loss) earnings of consolidated subsidiaries (3,252 ) 302 — — 2,950 — Interest expense (3 ) (45 ) (1 ) (114 ) 6 (157 ) Other income (expense) 1 5 (11 ) 168 (4 ) 159 Total other (expense) income (3,254 ) 262 (12 ) 54 2,952 2 Income tax benefit 1 55 64 727 — 847 Net (loss) income (3,256 ) 314 304 (3,679 ) 2,950 (3,367 ) Net income attributable to the redeemable noncontrolling interests — — — (19 ) — (19 ) Net loss attributable to the noncontrolling interests — — — 130 — 130 Net (loss) income attributable to Sinclair Broadcast Group $ (3,256 ) $ 314 $ 304 $ (3,568 ) $ 2,950 $ (3,256 ) Comprehensive (loss) income $ (3,256 ) $ 314 $ 304 $ (3,679 ) $ 2,950 $ (3,367 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 9 $ 702 $ 445 $ (31 ) $ 1,125 Media programming and production expenses — — 312 262 (14 ) 560 Selling, general and administrative expenses 122 24 162 124 (10 ) 422 Depreciation, amortization and other operating expenses — (6 ) 55 104 (4 ) 149 Total operating expenses 122 18 529 490 (28 ) 1,131 Operating (loss) income (122 ) (9 ) 173 (45 ) (3 ) (6 ) Equity in earnings of consolidated subsidiaries 35 202 — — (237 ) — Interest expense (1 ) (55 ) (1 ) (76 ) 4 (129 ) Other income (expense) 1 (2 ) (12 ) 6 (2 ) (9 ) Total other income (expense) 35 145 (13 ) (70 ) (235 ) (138 ) Income tax benefit 27 4 43 21 — 95 Net (loss) income (60 ) 140 203 (94 ) (238 ) (49 ) Net income attributable to the redeemable noncontrolling interests — — — (11 ) — (11 ) Net (loss) income attributable to Sinclair Broadcast Group $ (60 ) $ 140 $ 203 $ (105 ) $ (238 ) $ (60 ) Comprehensive (loss) income $ (60 ) $ 140 $ 203 $ (94 ) $ (238 ) $ (49 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 74 $ 2,140 $ 2,350 $ (133 ) $ 4,431 Media programming and production expenses — — 962 1,371 (45 ) 2,288 Selling, general and administrative expenses 8 97 479 207 (72 ) 719 Impairment of goodwill and definite-lived intangible assets — — — 4,264 — 4,264 Depreciation, amortization and other operating expenses 1 6 143 416 (9 ) 557 Total operating expenses 9 103 1,584 6,258 (126 ) 7,828 Operating (loss) income (9 ) (29 ) 556 (3,908 ) (7 ) (3,397 ) Equity in (loss) earnings of consolidated subsidiaries (2,866 ) 542 — — 2,324 — Interest expense (10 ) (147 ) (3 ) (361 ) 19 (502 ) Other income (expense) — 11 (30 ) 180 (10 ) 151 Total other (expense) income (2,876 ) 406 (33 ) (181 ) 2,333 (351 ) Income tax benefit 4 75 24 702 — 805 Net (loss) income (2,881 ) 452 547 (3,387 ) 2,326 (2,943 ) Net income attributable to the redeemable noncontrolling interests — — — (51 ) — (51 ) Net loss attributable to the noncontrolling interests — — — 113 — 113 Net (loss) income attributable to Sinclair Broadcast Group $ (2,881 ) $ 452 $ 547 $ (3,325 ) $ 2,326 $ (2,881 ) Comprehensive (loss) income $ (2,881 ) $ 452 $ 547 $ (3,396 ) $ 2,326 $ (2,952 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair Net revenue $ — $ 9 $ 2,064 $ 616 $ (71 ) $ 2,618 Media programming and production expenses — — 931 325 (41 ) 1,215 Selling, general and administrative expenses 143 82 481 133 (12 ) 827 Depreciation, amortization and other operating expenses — (3 ) 203 193 (10 ) 383 Total operating expenses 143 79 1,615 651 (63 ) 2,425 Operating (loss) income (143 ) (70 ) 449 (35 ) (8 ) 193 Equity in earnings of consolidated subsidiaries 116 410 — — (526 ) — Interest expense (2 ) (160 ) (2 ) (85 ) 12 (237 ) Other income (expense) 2 3 (35 ) 5 (1 ) (26 ) Total other income (expense) 116 253 (37 ) (80 ) (515 ) (263 ) Income tax benefit 31 33 3 21 — 88 Net income (loss) 4 216 415 (94 ) (523 ) 18 Net income attributable to the redeemable noncontrolling interests — — — (11 ) — (11 ) Net income attributable to the noncontrolling interests — — — (3 ) — (3 ) Net income (loss) attributable to Sinclair Broadcast Group $ 4 $ 216 $ 415 $ (108 ) $ (523 ) $ 4 Comprehensive income (loss) $ 4 $ 216 $ 415 $ (94 ) $ (523 ) $ 18 |
Schedule of condensed consolidating statement of cash flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES $ (115 ) $ (39 ) $ 481 $ 510 $ 2 $ 839 NET CASH FLOWS USED IN INVESTING ACTIVITIES Acquisition of property and equipment — (7 ) (110 ) (19 ) 6 (130 ) Acquisition of businesses, net of cash acquired — — (7 ) — — (7 ) Spectrum repack reimbursements — — 72 — — 72 Proceeds from the sale of assets — — 36 — — 36 Purchases of investments (2 ) (30 ) (33 ) (20 ) — (85 ) Other, net 1 — (2 ) 17 — 16 Net cash flows used in investing activities (1 ) (37 ) (44 ) (22 ) 6 (98 ) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from notes payable and commercial bank financing — 648 — 299 — 947 Repayments of notes payable, commercial bank financing and finance leases — (670 ) (3 ) (272 ) — (945 ) Repurchase of outstanding Class A Common Stock (343 ) — — — — (343 ) Dividends paid on Class A and Class B Common Stock (49 ) — — — — (49 ) Dividends paid on redeemable subsidiary preferred equity — — — (32 ) — (32 ) Redemption of redeemable subsidiary preferred equity — — — (547 ) — (547 ) Debt issuance costs — — — (7 ) — (7 ) Distributions to noncontrolling interests, net — — — (19 ) — (19 ) Distributions to redeemable noncontrolling interests — — — (378 ) — (378 ) Increase (decrease) in intercompany payables 507 3 (433 ) (69 ) (8 ) — Other, net 1 — — (69 ) — (68 ) Net cash flows from (used in) financing activities 116 (19 ) (436 ) (1,094 ) (8 ) (1,441 ) NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (95 ) 1 (606 ) — (700 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 357 3 973 — 1,333 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 262 $ 4 $ 367 $ — $ 633 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 (in millions) (unaudited) Sinclair Sinclair Guarantor Non- Eliminations Sinclair NET CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES $ (4 ) $ (188 ) $ 538 $ 157 $ (9 ) $ 494 NET CASH FLOWS USED IN INVESTING ACTIVITIES Acquisition of property and equipment — (2 ) (99 ) (4 ) 9 (96 ) Acquisition of businesses, net of cash acquired — — — (9,006 ) — (9,006 ) Spectrum repack reimbursements — — 50 — — 50 Purchases of investments (2 ) (36 ) (42 ) (351 ) — (431 ) Other, net — 2 — 4 — 6 Net cash flows used in investing activities (2 ) (36 ) (91 ) (9,357 ) 9 (9,477 ) NET CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Proceeds from notes payable and commercial bank financing — 1,294 — 8,159 — 9,453 Repayments of notes payable, commercial bank financing and finance leases — (706 ) (3 ) (26 ) 20 (715 ) Proceeds from the issuance of redeemable subsidiary preferred equity, net — — — 985 — 985 Repurchase of outstanding Class A Common Stock (125 ) — — — — (125 ) Dividends paid on Class A and Class B Common Stock (55 ) — — — — (55 ) Dividends paid on redeemable subsidiary preferred equity — — — (10 ) — (10 ) Debt issuance costs — (15 ) — (167 ) — (182 ) Distributions to noncontrolling interests — — — (30 ) — (30 ) Increase (decrease) in intercompany payables 186 (1,074 ) (454 ) 1,362 (20 ) — Other, net — 1 — — — 1 Net cash flows from (used in) financing activities 6 (500 ) (457 ) 10,273 — 9,322 NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (724 ) (10 ) 1,073 — 339 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 962 19 79 — 1,060 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 238 $ 9 $ 1,152 $ — $ 1,399 |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Operations (Details) | 9 Months Ended | |
Sep. 30, 2020channelsegmentstationregional_sport_networkmarket | Aug. 29, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Number of reportable segments | segment | 2 | |
Number of television stations owned | station | 190 | |
Number of markets | market | 88 | |
Number of channels | channel | 627 | |
YES Network | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity interest percentage | 20.00% | |
Local sports | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of regional sports networks acquired | regional_sport_network | 21 | |
Local sports | YES Network | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity interest percentage | 20.00% |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Equity Investments (Details) - USD ($) | Aug. 29, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investments, net of cumulative impairment | $ 26,000,000 | $ 26,000,000 | $ 28,000,000 | |||
Cumulative impairment | 7,000,000 | 7,000,000 | $ 7,000,000 | |||
Impairment recorded | 0 | $ 0 | 0 | $ 2,000,000 | ||
Income (loss) from equity method investments | (10,000,000) | (12,000,000) | (23,000,000) | (38,000,000) | ||
YES Network | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity interest percentage | 20.00% | |||||
Cash consideration | $ 346,000,000 | |||||
Income (loss) from equity method investments | $ (3,000,000) | $ 1,000,000 | $ 3,000,000 | $ 1,000,000 |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Broadcast Television Programming (Details) - Television programming contract rights | 9 Months Ended |
Sep. 30, 2020 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Television programming contract period | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Television programming contract period | 7 years |
Contract period utilizing accelerated amortization method | 3 years |
NATURE OF OPERATIONS AND SUMM_7
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non-cash transactions related to finance lease obligations | $ 6 | |
Leased assets obtained in exchange for new operating lease liabilities | 10 | $ 10 |
Non-cash transactions related to sports rights | $ 22 |
NATURE OF OPERATIONS AND SUMM_8
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition, Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,539 | $ 1,125 | $ 4,431 | $ 2,618 |
Distribution revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,003 | 679 | 3,168 | 1,398 |
Advertising revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 500 | 376 | 1,135 | 1,024 |
Other media, non-media, and intercompany revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 36 | 70 | 128 | 196 |
Operating segments | Broadcast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 734 | 661 | 2,026 | 1,939 |
Operating segments | Local sports | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 727 | 352 | 2,155 | 352 |
Operating segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 105 | 129 | 338 | 354 |
Operating segments | Distribution revenue | Broadcast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 356 | 340 | 1,059 | 995 |
Operating segments | Distribution revenue | Local sports | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 597 | 306 | 1,959 | 306 |
Operating segments | Distribution revenue | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 50 | 33 | 150 | 97 |
Operating segments | Advertising revenue | Broadcast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 344 | 302 | 861 | 904 |
Operating segments | Advertising revenue | Local sports | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 124 | 43 | 182 | 43 |
Operating segments | Advertising revenue | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 31 | 32 | 92 | 78 |
Operating segments | Other media, non-media, and intercompany revenues | Broadcast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34 | 19 | 106 | 40 |
Operating segments | Other media, non-media, and intercompany revenues | Local sports | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6 | 3 | 14 | 3 |
Operating segments | Other media, non-media, and intercompany revenues | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24 | 64 | 96 | 179 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | (27) | (17) | (88) | (27) |
Eliminations | Distribution revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Eliminations | Advertising revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1 | (1) | 0 | (1) |
Eliminations | Other media, non-media, and intercompany revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ (28) | $ (16) | $ (88) | $ (26) |
NATURE OF OPERATIONS AND SUMM_9
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition, Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)customer | Sep. 30, 2019USD ($)customer | Sep. 30, 2020USD ($)customer | Sep. 30, 2019USD ($)customer | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Remit payment period | 120 days | ||||
Revenues | $ 1,539 | $ 1,125 | $ 4,431 | $ 2,618 | |
Deferred revenue | $ 75 | 75 | $ 54 | ||
Deferred revenue, revenue recognized | $ 45 | $ 65 | |||
Customer Concentration Risk | Revenue Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | customer | 3 | 3 | 3 | 2 | |
Customer Concentration Risk | Revenue Benchmark | Customer One | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 17.00% | 17.00% | 19.00% | 14.00% | |
Customer Concentration Risk | Revenue Benchmark | Customer Two | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 15.00% | 14.00% | 17.00% | 12.00% | |
Customer Concentration Risk | Revenue Benchmark | Customer Three | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 12.00% | 11.00% | 12.00% | ||
Customer Concentration Risk | Accounts Receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | customer | 3 | ||||
Customer Concentration Risk | Accounts Receivable | Customer One | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 18.00% | ||||
Customer Concentration Risk | Accounts Receivable | Customer Two | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 16.00% | ||||
Customer Concentration Risk | Accounts Receivable | Customer Three | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of concentration | 13.00% | ||||
Distribution Revenue Rebate | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ (128) | $ (252) |
NATURE OF OPERATIONS AND SUM_10
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) | Aug. 23, 2019USD ($) | Sep. 30, 2020USD ($)station | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||
Definite-lived intangible assets, net | $ 5,747,000,000 | $ 5,747,000,000 | $ 7,977,000,000 | |||
Impairment of goodwill and definite-lived intangible assets | 4,264,000,000 | $ 0 | 4,264,000,000 | $ 0 | ||
Goodwill | 2,092,000,000 | 2,092,000,000 | 4,716,000,000 | |||
Customer relationships, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Definite-lived intangible assets, net | 4,384,000,000 | 4,384,000,000 | 5,979,000,000 | |||
Other definite-lived intangible assets, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Definite-lived intangible assets, net | $ 1,363,000,000 | 1,363,000,000 | $ 1,998,000,000 | |||
RSNs | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of impaired RSNs | station | 10 | |||||
Impairment of goodwill and definite-lived intangible assets | $ 2,615,000,000 | |||||
Goodwill | $ 2,615,000,000 | 0 | 0 | |||
RSNs | Customer relationships, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Non-cash impairment charge on intangible assets | 1,218,000,000 | |||||
Definite-lived intangible assets, net | $ 3,756,000,000 | 3,756,000,000 | ||||
Amortization period, weighted average useful life | 13 years | 11 years | ||||
RSNs | Other definite-lived intangible assets, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Non-cash impairment charge on intangible assets | $ 431,000,000 | |||||
Definite-lived intangible assets, net | $ 673,000,000 | $ 673,000,000 | ||||
Amortization period, weighted average useful life | 11 years | |||||
RSNs | Favorable/Unfavorable Contracts With Sports Teams | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period, weighted average useful life | 12 years | |||||
RSNs | Tradenames/Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period, weighted average useful life | 2 years |
NATURE OF OPERATIONS AND SUM_11
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Increase in valuation allowance | $ 215 | $ 219 | ||
Discrete benefit, CARES Act | $ 68 | 83 | ||
Tax benefit from sale of spectrum | $ 34 | $ 34 | ||
State benefit related to change in apportionment estimates | $ 16 | 16 | ||
Federal tax credits related to investments in sustainability initiatives | $ 18 | |||
Unrecognized tax benefits reduced (up to) | $ 6 |
NATURE OF OPERATIONS AND SUM_12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share Repurchase Program (Details) - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Aug. 04, 2020 | Aug. 09, 2018 | |
Class of Stock [Line Items] | ||||
Stock repurchase program, additional authorized repurchase amount | $ 500,000,000 | $ 1,000,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 880,000,000 | $ 880,000,000 | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Treasury stock, shares acquired (in shares) | 4 | 19 | ||
Treasury stock, value acquired | $ 82,000,000 | $ 343,000,000 |
NATURE OF OPERATIONS AND SUM_13
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Subsequent Events (Details) | Nov. 04, 2020$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Dividends declared per share (USD per share) | $ 0.20 |
ACQUISITIONS AND DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS OF ASSETS - Narrative (Details) $ in Millions | Aug. 23, 2019USD ($)national_basketball_association_teamnational_hockey_league_teammajor_league_baseball_teamprofessional_team | Jun. 30, 2020USD ($)station | May 31, 2019USD ($)brand | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)station | Sep. 30, 2019USD ($) | Jan. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||
Gain on sale of assets | $ 39 | $ 35 | $ 99 | $ 57 | |||||
Number of stations assigned new channels | station | 100 | ||||||||
Broadcast incentive auction, total legislation funds to reimburse stations | $ 3,000 | ||||||||
Broadcast incentive auction, gain recognized on sale | 20 | 28 | 72 | 50 | |||||
Broadcast incentive auction, total capital expenditure | 13 | 16 | 54 | 41 | |||||
RSNs | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of brands | brand | 21 | ||||||||
Purchase price, unadjusted initial consideration expected to be transferred | $ 9,600 | ||||||||
Purchase price | $ 9,817 | ||||||||
Number of professional teams | professional_team | 42 | ||||||||
Definite-lived intangible assets acquired | $ 6,725 | ||||||||
Goodwill estimated to be deductible for tax purposes | 2,400 | ||||||||
Acquisition related costs | 0.4 | 85 | 4 | 94 | |||||
Net revenue from acquiree | 673 | 352 | 2,076 | 352 | |||||
Operating income (loss) from acquiree | $ (4,435) | $ 46 | (3,830) | $ 46 | |||||
RSNs | Customer relationships, net | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets acquired | $ 5,439 | ||||||||
Amortization period, weighted average useful life | 13 years | 11 years | |||||||
RSNs | Favorable/Unfavorable Contracts With Sports Teams | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets acquired | $ 1,271 | ||||||||
Amortization period, weighted average useful life | 12 years | ||||||||
RSNs | Tradenames/Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Definite-lived intangible assets acquired | $ 15 | ||||||||
Amortization period, weighted average useful life | 2 years | ||||||||
Radio station assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 7 | ||||||||
Television station assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price, unadjusted initial consideration expected to be transferred | $ 9 | ||||||||
Number of television stations | station | 2 | ||||||||
Major League Baseball | RSNs | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of professional teams | major_league_baseball_team | 14 | ||||||||
National Basketball Association | RSNs | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of professional teams | national_basketball_association_team | 16 | ||||||||
National Hockey League | RSNs | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of professional teams | national_hockey_league_team | 12 | ||||||||
KGBT Non-License Assets and WDKY License and Non-License Assets | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate purchase price | $ 36 | ||||||||
KGBT Non-License Assets | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain on sale of assets | $ 8 | ||||||||
WDKY License and Non-License Assets | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain on sale of assets | $ 21 |
ACQUISITIONS AND DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS OF ASSETS - Fair Value of Acquired Assets and Liabilities (Details) - USD ($) | Aug. 23, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Allocated fair value of acquired assets and assumed liabilities | ||||
Goodwill | $ 2,092,000,000 | $ 4,716,000,000 | ||
Purchase price, net of cash acquired | 7,000,000 | $ 9,006,000,000 | ||
RSNs | ||||
Allocated fair value of acquired assets and assumed liabilities | ||||
Cash and cash equivalents | $ 824,000,000 | |||
Accounts receivable, net | 606,000,000 | |||
Prepaid expenses and other current assets | 175,000,000 | |||
Property and equipment, net | 25,000,000 | |||
Other assets | 52,000,000 | |||
Accounts payable and accrued liabilities | (181,000,000) | |||
Other long-term liabilities | (396,000,000) | |||
Goodwill | 2,615,000,000 | $ 0 | ||
Fair value of identifiable net assets acquired | 10,445,000,000 | |||
Redeemable noncontrolling interests | (380,000,000) | |||
Noncontrolling interests | (248,000,000) | |||
Gross purchase price | 9,817,000,000 | |||
Purchase price, net of cash acquired | 8,993,000,000 | |||
Customer relationships, net | RSNs | ||||
Allocated fair value of acquired assets and assumed liabilities | ||||
Intangible assets | 5,439,000,000 | |||
Other definite-lived intangible assets, net | RSNs | ||||
Allocated fair value of acquired assets and assumed liabilities | ||||
Intangible assets | $ 1,286,000,000 |
ACQUISITIONS AND DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS OF ASSETS - Pro Forma Information (Details) - RSNs - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 1,632 | $ 5,067 |
Net income | 9 | 434 |
Net (loss) income attributable to Sinclair Broadcast Group | $ (41) | $ 274 |
Basic earnings per share attributable to Sinclair Broadcast Group (USD per share) | $ (0.44) | $ 2.98 |
Diluted earnings per share attributable to Sinclair Broadcast Group (USD per share) | $ (0.44) | $ 2.94 |
NOTES PAYABLE, FINANCE LEASES_2
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING - Bank Credit Agreements (Details) | Mar. 17, 2020USD ($) | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||
Borrowings under revolving credit facility exceed total commitments (as a percent) | 35.00% | |
STG Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 650,000,000 | |
Debt term | 5 years | |
Drew down from credit facility | $ 648,000,000 | |
First lien leverage ratio | 4.5 | |
Borrowings outstanding | $ 0 | |
DSG Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 650,000,000 | |
Debt term | 5 years | |
Drew down from credit facility | $ 225,000,000 | |
First lien leverage ratio | 6.25 | |
Borrowings outstanding | $ 0 | |
LIBOR | STG Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% | |
LIBOR | DSG Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% |
NOTES PAYABLE, FINANCE LEASES_3
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING - STG Notes (Details) - USD ($) $ in Millions | May 21, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 5 | $ 0 | |
Senior Notes | 5.875% Senior Unsecured Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Redeemed amount | $ 2.5 | ||||
Interest rate (as a percent) | 5.875% | 5.875% | |||
Consideration | $ 2.3 | ||||
Gain on extinguishment of debt | $ 0.2 | ||||
Notes balance, net of deferred financing costs | $ 344 | $ 344 |
NOTES PAYABLE, FINANCE LEASES_4
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING - DSG Notes (Details) - USD ($) | Jun. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 5,000,000 | $ 0 | ||
Senior Notes | DSG 6.625% Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redeemed amount | $ 66,500,000 | $ 15,000,000 | ||||
Interest rate (as a percent) | 6.625% | 6.625% | ||||
Consideration | $ 10,000,000 | |||||
Gain on extinguishment of debt | $ 5,000,000 | |||||
Cash payments | 10,000,000 | |||||
Notes balance, net of deferred financing costs | $ 1,709,000,000 | $ 1,709,000,000 | ||||
Senior Notes | DSG 12.750% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 12.75% | 12.75% | ||||
Aggregate principal amount | 31,000,000 | |||||
Notes balance, net of deferred financing costs | $ 55,000,000 | $ 55,000,000 | ||||
Debt premium | $ 24,000,000 | |||||
Redemption percentage | 100.00% | |||||
Senior Notes | 5.375% Senior Secured Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 5.375% | 5.375% | ||||
Redemption period one | Senior Notes | DSG 12.750% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 102.688% | |||||
Redemption period two | Senior Notes | DSG 12.750% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 101.344% | |||||
Redemption percentage of principal amount | 40.00% | |||||
Redemption period three | Senior Notes | DSG 12.750% Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Redemption percentage | 100.00% |
NOTES PAYABLE, FINANCE LEASES_5
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING - Accounts Receivable Securitization Facility (Details) - USD ($) | Oct. 22, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||||
Accounts receivable, net | $ 1,108,000,000 | $ 1,132,000,000 | ||
Line of Credit Facility | A/R Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 250,000,000 | |||
Maximum borrowing capacity, addition | 50,000,000 | |||
Aggregate outstanding principal amount of loans (less than) | $ 125,000,000 | |||
Prepayment premium (as a percent) | 1.00% | |||
Borrowings outstanding | 74,000,000 | |||
Line of Credit Facility | A/R Facility | Floor | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate (as a percent) | 0.00% | |||
Line of Credit Facility | A/R Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate before November 1, 2020 (as a percent) | 4.97% | |||
Interest rate after November 1, 2020 (as a percent) | 5.47% | |||
Line of Credit Facility | A/R Facility | DSPV | ||||
Line of Credit Facility [Line Items] | ||||
Accounts receivable, net | $ 124,000,000 | |||
Line of Credit Facility | A/R Facility | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 196,000,000 | |||
Additional funding from credit facility | $ 122,000,000 |
NOTES PAYABLE, FINANCE LEASES_6
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING - Notes Payable and Finance Leases to Affiliates, and Debt of VIEs and Guarantees of Third-Party Debt (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Current portion of notes payable, finance leases, and commercial bank financing | $ 72 | $ 71 |
Notes payable, finance leases, and commercial bank financing, less current portion | 12,391 | 12,367 |
Consolidated total debt | 12,463 | |
Affiliated Entity | ||
Debt Instrument [Line Items] | ||
Current portion of notes payable, finance leases, and commercial bank financing | 2 | 2 |
Notes payable, finance leases, and commercial bank financing, less current portion | 7 | 9 |
Guarantee Obligations | ||
Debt Instrument [Line Items] | ||
Unconditional and irrevocably guaranteed debt | 51 | 57 |
Consolidated VIEs | ||
Debt Instrument [Line Items] | ||
Notes payable, finance leases, and commercial bank financing, less current portion | 11 | 15 |
Consolidated total debt | $ 17 | $ 20 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS (Details) - USD ($) $ in Millions | Jan. 21, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Aug. 23, 2019 |
Temporary Equity [Line Items] | |||||||
Aggregate redemption price | $ 200 | $ 350 | $ 13 | $ 13 | |||
Redemption price, percent | 100.00% | 100.00% | |||||
Accrued and unpaid dividends | $ 4 | ||||||
Total redemption amount | $ 354 | ||||||
Dividends accrued during the period | 7 | $ 13 | $ 10 | 32 | |||
Redeemable subsidiary preferred equity | 170 | $ 170 | |||||
Non-controlling equity holder right to sell period (in days) | 30 days | ||||||
Redeemable noncontrolling interest | $ 22 | $ 22 | |||||
30-Day Period Following January 2, 2020 | |||||||
Temporary Equity [Line Items] | |||||||
Non-controlling equity holder right to sell, fair market sale value | $ 376 | ||||||
Redeemable Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Redeemed units (in shares) | 200,000 | 350,000 | |||||
Floor | |||||||
Temporary Equity [Line Items] | |||||||
Cash interest rate | 0.75% | 0.75% | |||||
LIBOR | |||||||
Temporary Equity [Line Items] | |||||||
Cash interest rate | 7.50% | 7.50% | |||||
Percent higher than the rate payable if dividends were paid in cash | 0.50% | 0.50% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Non-Cancellable Commitments Relating to Sports Rights Agreement) (Details) - Sports Programming Rights $ in Millions | Sep. 30, 2020USD ($) |
Other Commitments [Line Items] | |
2020 (remainder) | $ 515 |
2021 | 1,820 |
2022 | 1,575 |
2023 | 1,525 |
2024 | 1,457 |
2025 and thereafter | 8,281 |
Total | $ 15,173 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Nov. 09, 2020lawsuit | Oct. 15, 2020USD ($) | Sep. 02, 2020USD ($) | Aug. 19, 2020USD ($) | Jul. 20, 2020USD ($)shares | May 22, 2020USD ($)petition | Dec. 21, 2017USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Oct. 03, 2018lawsuit |
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Interest expense including amortization of debt discount and deferred financing costs | $ (157,000,000) | $ (129,000,000) | $ (502,000,000) | $ (237,000,000) | ||||||||
Various Cases Alleging Violation of Sherman Antitrust Act | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Loss contingency, number of other broadcasters | lawsuit | 13 | |||||||||||
Breach of Merger Agreement | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Agreement to pay to resolve FCC investigation | $ 48,000,000 | |||||||||||
Payments for resolve FCC investigation | $ 48,000,000 | |||||||||||
Compliance plan term | 4 years | |||||||||||
Number of petitions filed | petition | 2 | |||||||||||
Legal expense | 2,500,000 | |||||||||||
Settlement Stipulation | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Agreement to pay to resolve FCC investigation | $ 20,500,000 | |||||||||||
Compliance plan term | 5 years | |||||||||||
Aggregate amount of settlement fund to be used | $ 5,000,000 | |||||||||||
Share based compensation to be forfeited, canceled, or returned (shares) | shares | 638,298 | |||||||||||
Unfavorable Regulatory Action | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Proposed fine | $ 9,000,000 | $ 13,000,000 | ||||||||||
Proposed fine per station | $ 500,000 | |||||||||||
Fixed Payment Obligations | RSNs | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Other current liabilities | 57,000,000 | 57,000,000 | ||||||||||
Other long-term liabilities | 100,000,000 | 100,000,000 | ||||||||||
Interest expense including amortization of debt discount and deferred financing costs | (2,000,000) | $ (500,000) | (6,000,000) | $ (500,000) | ||||||||
Variable Payment Obligations | RSNs | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Other current liabilities | 20,000,000 | 20,000,000 | ||||||||||
Other long-term liabilities | 44,000,000 | 44,000,000 | ||||||||||
Other income, net | Variable Payment Obligations | RSNs | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Total measurement adjustment gains | $ 168,000,000 | $ (168,000,000) | ||||||||||
Subsequent Event | Various Cases Alleging Violation of Sherman Antitrust Act | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Loss contingency, new claims filed, number (lawsuit) | lawsuit | 22 | |||||||||||
Subsequent Event | Unfavorable Regulatory Action | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||
Proposed fine per station | $ 25,000 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings per Share (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income (Numerator) | ||||
Net (loss) income | $ (3,367) | $ (49) | $ (2,943) | $ 18 |
Net income attributable to the redeemable noncontrolling interests | (19) | (11) | (51) | (11) |
Net loss (income) attributable to the noncontrolling interests | 130 | 0 | 113 | (3) |
Numerator for basic and diluted earnings per common share available to common shareholders | $ (3,256) | $ (60) | $ (2,881) | $ 4 |
Shares (Denominator) | ||||
Basic weighted average common shares outstanding (shares) | 74,810 | 92,086 | 81,922 | 92,050 |
Dilutive effect of stock-settled appreciation rights and outstanding stock options (shares) | 0 | 0 | 0 | 1,221 |
Diluted weighted average common and common equivalent shares outstanding (shares) | 74,810 | 92,086 | 81,922 | 93,271 |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted-average stock-settled appreciation rights and outstanding stock options excluded (in shares) | 3,456 | 1,349 | 3,406 | 317 |
SEGMENT DATA - Narrative (Detai
SEGMENT DATA - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020segmentregional_sport_networkmarket | |
Segment data | |
Number of reportable segments | segment | 2 |
Number of markets | 88 |
Operating segments | Broadcast | |
Segment data | |
Number of markets | 88 |
Operating segments | Local Sports | |
Segment data | |
Number of regional sports networks | regional_sport_network | 23 |
SEGMENT DATA - Segment Financia
SEGMENT DATA - Segment Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Segment data | ||||||
Assets | [1] | $ 12,483 | $ 12,483 | $ 17,370 | ||
Total revenues | 1,539 | $ 1,125 | 4,431 | $ 2,618 | ||
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | 174 | 120 | 524 | 252 | ||
Amortization of sports programming rights | 632 | 193 | 1,028 | 193 | ||
Amortization of program contract costs | 19 | 22 | 63 | 68 | ||
Corporate general and administrative overhead expenses | 30 | 237 | 111 | 317 | ||
(Gain) loss on asset dispositions and other, net of impairment | (39) | (35) | (99) | (57) | ||
Impairment of goodwill and definite-lived intangible assets | 4,264 | 0 | 4,264 | 0 | ||
Operating (loss) income | (4,216) | (6) | (3,397) | 193 | ||
Interest expense and amortization of debt discount and deferred financing costs | 157 | 129 | 502 | 237 | ||
Loss from equity method investments | (10) | (12) | (23) | (38) | ||
Intersegment revenues | 26 | 9 | 75 | 9 | ||
Operating segments | Broadcast | ||||||
Segment data | ||||||
Assets | 4,673 | 4,673 | ||||
Total revenues | 734 | 661 | 2,026 | 1,939 | ||
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | 60 | 61 | 178 | 183 | ||
Amortization of sports programming rights | 0 | 0 | 0 | 0 | ||
Amortization of program contract costs | 19 | 22 | 63 | 68 | ||
Corporate general and administrative overhead expenses | 25 | 23 | 95 | 82 | ||
(Gain) loss on asset dispositions and other, net of impairment | (41) | (29) | (101) | (51) | ||
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||||
Operating (loss) income | 221 | 154 | 455 | 384 | ||
Interest expense and amortization of debt discount and deferred financing costs | 2 | 1 | 4 | 4 | ||
Loss from equity method investments | 0 | 0 | 0 | 0 | ||
Operating segments | Local sports | ||||||
Segment data | ||||||
Assets | 6,211 | 6,211 | ||||
Total revenues | 727 | 352 | 2,155 | 352 | ||
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | 109 | 54 | 328 | 54 | ||
Amortization of sports programming rights | 632 | 193 | 1,028 | 193 | ||
Amortization of program contract costs | 0 | 0 | 0 | 0 | ||
Corporate general and administrative overhead expenses | 3 | 92 | 7 | 92 | ||
(Gain) loss on asset dispositions and other, net of impairment | 0 | 0 | 0 | 0 | ||
Impairment of goodwill and definite-lived intangible assets | 4,264 | 4,264 | ||||
Operating (loss) income | (4,450) | (56) | (3,885) | (56) | ||
Interest expense and amortization of debt discount and deferred financing costs | 111 | 73 | 351 | 73 | ||
Loss from equity method investments | (2) | 1 | 6 | 1 | ||
Operating segments | Other & Corporate | ||||||
Segment data | ||||||
Assets | 1,641 | 1,641 | ||||
Total revenues | 105 | 129 | 338 | 354 | ||
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | 6 | 6 | 19 | 16 | ||
Amortization of sports programming rights | 0 | 0 | 0 | 0 | ||
Amortization of program contract costs | 0 | 0 | 0 | 0 | ||
Corporate general and administrative overhead expenses | 2 | 123 | 9 | 144 | ||
(Gain) loss on asset dispositions and other, net of impairment | 2 | (6) | 2 | (6) | ||
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||||
Operating (loss) income | 10 | (102) | 38 | (128) | ||
Interest expense and amortization of debt discount and deferred financing costs | 48 | 58 | 156 | 170 | ||
Loss from equity method investments | (8) | (13) | (29) | (39) | ||
Eliminations | ||||||
Segment data | ||||||
Assets | (42) | (42) | ||||
Total revenues | (27) | (17) | (88) | (27) | ||
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets | (1) | (1) | (1) | (1) | ||
Amortization of sports programming rights | 0 | 0 | 0 | 0 | ||
Amortization of program contract costs | 0 | 0 | 0 | 0 | ||
Corporate general and administrative overhead expenses | 0 | (1) | 0 | (1) | ||
(Gain) loss on asset dispositions and other, net of impairment | 0 | 0 | 0 | 0 | ||
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||||
Operating (loss) income | 3 | (2) | (5) | (7) | ||
Interest expense and amortization of debt discount and deferred financing costs | (4) | (3) | (9) | (10) | ||
Loss from equity method investments | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] | Our consolidated total assets as of September 30, 2020 and December 31, 2019 include total assets of variable interest entities (VIEs) of $237 million and $228 million , respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2020 and December 31, 2019 include total liabilities of VIEs of $53 million and $27 million , respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities . |
VARIABLE INTEREST ENTITIES - Na
VARIABLE INTEREST ENTITIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Variable Interest Entity [Line Items] | ||||||
Carrying amount | [1] | $ 12,483 | $ 12,483 | $ 17,370 | ||
Eliminations | ||||||
Variable Interest Entity [Line Items] | ||||||
Carrying amount | (6,233) | (6,233) | (7,696) | |||
VIEs which are not primary beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Carrying amount | 78 | 78 | 71 | |||
Loss from equity method investments | 7 | $ 13 | $ 29 | $ 38 | ||
Consolidated VIEs | ||||||
Variable Interest Entity [Line Items] | ||||||
Variable interest entities outsourcing agreement initial term | 5 years | |||||
Carrying amount | 237 | $ 237 | 228 | |||
Consolidated VIEs | Eliminations | ||||||
Variable Interest Entity [Line Items] | ||||||
Liabilities associated with the certain outsourcing agreements and purchase options | $ 130 | $ 130 | $ 127 | |||
[1] | Our consolidated total assets as of September 30, 2020 and December 31, 2019 include total assets of variable interest entities (VIEs) of $237 million and $228 million , respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2020 and December 31, 2019 include total liabilities of VIEs of $53 million and $27 million , respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities . |
VARIABLE INTEREST ENTITIES - Sc
VARIABLE INTEREST ENTITIES - Schedule of Variable Interest Entities Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 632 | $ 1,333 | |
Accounts receivable, net | 1,108 | 1,132 | |
Prepaid sports rights | 335 | 113 | |
Other current assets | 218 | 232 | |
Total current assets | 2,541 | 2,913 | |
Property and equipment, net | 814 | 765 | |
Operating lease assets | 206 | 223 | |
Other definite-lived intangible assets, net | 5,747 | 7,977 | |
Total assets | [1] | 12,483 | 17,370 |
Current liabilities: | |||
Other current liabilities | 287 | 155 | |
Notes payable, finance leases, and commercial bank financing, less current portion | 12,391 | 12,367 | |
Operating lease liabilities, less current portion | 203 | 217 | |
Program contracts payable, less current portion | 34 | 39 | |
Other long-term liabilities | 364 | 434 | |
Total liabilities | [1] | 13,966 | 14,598 |
Consolidated VIEs | |||
Current assets: | |||
Cash and cash equivalents | 37 | 39 | |
Accounts receivable, net | 89 | 39 | |
Prepaid sports rights | 10 | 10 | |
Other current assets | 7 | 6 | |
Total current assets | 143 | 94 | |
Property and equipment, net | 17 | 15 | |
Operating lease assets | 6 | 8 | |
Goodwill and indefinite-lived intangible assets | 15 | 15 | |
Other definite-lived intangible assets, net | 55 | 93 | |
Other assets | 1 | 3 | |
Total assets | 237 | 228 | |
Current liabilities: | |||
Other current liabilities | 35 | 19 | |
Notes payable, finance leases, and commercial bank financing, less current portion | 11 | 15 | |
Operating lease liabilities, less current portion | 5 | 6 | |
Program contracts payable, less current portion | 4 | 7 | |
Other long-term liabilities | 14 | 1 | |
Total liabilities | $ 69 | $ 48 | |
[1] | Our consolidated total assets as of September 30, 2020 and December 31, 2019 include total assets of variable interest entities (VIEs) of $237 million and $228 million , respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2020 and December 31, 2019 include total liabilities of VIEs of $53 million and $27 million , respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities . |
RELATED PERSON TRANSACTIONS - T
RELATED PERSON TRANSACTIONS - Transactions with our Controlling Shareholders (Details) - Entities owned by the controlling shareholders - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Services | ||||
Related Party Transaction [Line Items] | ||||
Lease payments made to entities | $ 1 | $ 1 | $ 4 | $ 4 |
Charter Aircraft | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Aircraft expenses (less than) | $ 1 | $ 1 | $ 1 | $ 2 |
RELATED PERSON TRANSACTIONS - C
RELATED PERSON TRANSACTIONS - Cunningham Broadcasting Corporation (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)renewal | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||||
Consolidated total debt | $ 12,463 | $ 12,463 | |||||
Total revenues | $ 1,539 | $ 1,125 | $ 4,431 | $ 2,618 | |||
Affiliated Entity | Cunningham | |||||||
Related Party Transaction [Line Items] | |||||||
Right to acquire capital stock | 100.00% | 100.00% | |||||
Total payments made under the LMA excluded from liabilities | $ 53 | $ 53 | $ 51 | ||||
Remaining purchase price | 54 | 54 | 54 | ||||
Purchase options, broadcast stations | $ 0.2 | $ 0.2 | |||||
Proceeds from sale of master control equipment | $ 1 | ||||||
Annual revenue from master control services | $ 0.2 | ||||||
Annual revenue for share service | $ 1 | ||||||
Affiliated Entity | Cunningham | LMA | |||||||
Related Party Transaction [Line Items] | |||||||
Number of additional renewal terms | renewal | 2 | ||||||
Agreement renewal period | 5 years | ||||||
Percentage of net broadcast revenue used to determine annual LMA fees required to be paid | 3.00% | 3.00% | |||||
Amount used to determine annual LMA fees required to be paid | $ 5 | $ 5 | |||||
Annual increase in aggregate purchase price | 6.00% | 6.00% | |||||
Lease payments made to entities | $ 2 | 2 | $ 6 | 6 | |||
Cunningham license related assets | Cunningham | |||||||
Related Party Transaction [Line Items] | |||||||
Agreement renewal period | 8 years | ||||||
Total revenues | 39 | $ 38 | $ 111 | $ 111 | |||
Guarantee Obligations | |||||||
Related Party Transaction [Line Items] | |||||||
Unconditional and irrevocably guaranteed debt | 51 | 51 | 57 | ||||
Guarantee Obligations | Affiliated Entity | Cunningham | |||||||
Related Party Transaction [Line Items] | |||||||
Unconditional and irrevocably guaranteed debt | 42 | 42 | |||||
Consolidated VIEs | |||||||
Related Party Transaction [Line Items] | |||||||
Consolidated total debt | 17 | 17 | $ 20 | ||||
Consolidated VIEs | Affiliated Entity | Cunningham | |||||||
Related Party Transaction [Line Items] | |||||||
Consolidated total debt | 8 | 8 | |||||
Deferred financing costs | $ 0.4 | $ 0.4 |
RELATED PERSON TRANSACTIONS - A
RELATED PERSON TRANSACTIONS - Atlantic Automotive Corporation (Details) - Atlantic Automotive Corporation - Advertising time - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Amount received (less than) | $ 0.2 | $ 0.1 | $ 0.2 | |
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Amount received (less than) | $ 0.1 |
RELATED PERSON TRANSACTIONS - L
RELATED PERSON TRANSACTIONS - Leased Property by Real Estate Ventures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Entities owned by the controlling shareholders | Lease Services | ||||
Related Party Transaction [Line Items] | ||||
Amount received | $ 0.3 | $ 0.3 | $ 0.7 | $ 0.7 |
RELATED PERSON TRANSACTIONS - E
RELATED PERSON TRANSACTIONS - Equity Method Investees (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019renewal | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
YES Network | |||||
Related Party Transaction [Line Items] | |||||
Number of renewal terms | renewal | 2 | ||||
Renewal period | 2 years | ||||
Management service fee | $ 1 | $ 0.4 | $ 4 | $ 0.4 | |
Mobile Trucks | |||||
Related Party Transaction [Line Items] | |||||
Amount paid | $ 7 | $ 4 | $ 16 | $ 4 |
RELATED PERSON TRANSACTIONS - S
RELATED PERSON TRANSACTIONS - Sports Programming Rights (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Aug. 23, 2019professional_team | |
Related Party Transaction [Line Items] | |||||
Sports programming rights payments | $ 1,124 | $ 118 | |||
Sports Teams Affiliates | RSNs | |||||
Related Party Transaction [Line Items] | |||||
Sports programming rights payments | $ 15 | $ 38 | $ 221 | ||
Number of sports rights agreements assumed | professional_team | 6 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 10, 2020 | May 21, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
FAIR VALUE MEASUREMENTS: | |||||
Debt discount and deferred financing costs | $ 182,000,000 | $ 231,000,000 | |||
Level 1 | Carrying Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Deferred compensation assets | 37,000,000 | 36,000,000 | |||
Deferred compensation liabilities | 32,000,000 | 33,000,000 | |||
Level 1 | Fair Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Deferred compensation assets | 37,000,000 | 36,000,000 | |||
Deferred compensation liabilities | 32,000,000 | 33,000,000 | |||
Level 2 | Carrying Value | Debt of variable interest entities | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 18,000,000 | 21,000,000 | |||
Level 2 | Carrying Value | Debt of non-media subsidiaries | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 18,000,000 | 18,000,000 | |||
Level 2 | Fair Value | Debt of variable interest entities | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 18,000,000 | 21,000,000 | |||
Level 2 | Fair Value | Debt of non-media subsidiaries | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | $ 18,000,000 | 18,000,000 | |||
Senior Notes | 5.875% Senior Unsecured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Redeemed amount | $ 2,500,000 | ||||
Interest rate (as a percent) | 5.875% | ||||
Senior Notes | 5.625% Senior Unsecured Notes due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.625% | ||||
Senior Notes | 5.500% Senior Unsecured Notes due 2030 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.50% | ||||
Senior Notes | 5.125% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.125% | ||||
Senior Notes | 12.750% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 12.75% | ||||
Aggregate principal amount | $ 31,000,000 | ||||
Senior Notes | 6.625% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Redeemed amount | 66,500,000 | $ 15,000,000 | |||
Interest rate (as a percent) | 6.625% | ||||
Cash payments | $ 10,000,000 | ||||
Senior Notes | 5.375% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Interest rate (as a percent) | 5.375% | ||||
Senior Notes | Level 2 | Carrying Value | 5.875% Senior Unsecured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | $ 348,000,000 | 350,000,000 | |||
Senior Notes | Level 2 | Carrying Value | 5.625% Senior Unsecured Notes due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 550,000,000 | 550,000,000 | |||
Senior Notes | Level 2 | Carrying Value | 5.500% Senior Unsecured Notes due 2030 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 500,000,000 | 500,000,000 | |||
Senior Notes | Level 2 | Carrying Value | 5.125% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 400,000,000 | 400,000,000 | |||
Senior Notes | Level 2 | Carrying Value | 12.750% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 31,000,000 | 0 | |||
Senior Notes | Level 2 | Carrying Value | 6.625% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 1,744,000,000 | 1,825,000,000 | |||
Senior Notes | Level 2 | Carrying Value | 5.375% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 3,050,000,000 | 3,050,000,000 | |||
Senior Notes | Level 2 | Fair Value | 5.875% Senior Unsecured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 342,000,000 | 368,000,000 | |||
Senior Notes | Level 2 | Fair Value | 5.625% Senior Unsecured Notes due 2024 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 547,000,000 | 566,000,000 | |||
Senior Notes | Level 2 | Fair Value | 5.500% Senior Unsecured Notes due 2030 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 464,000,000 | 511,000,000 | |||
Senior Notes | Level 2 | Fair Value | 5.125% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 373,000,000 | 411,000,000 | |||
Senior Notes | Level 2 | Fair Value | 12.750% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 25,000,000 | 0 | |||
Senior Notes | Level 2 | Fair Value | 6.625% Senior Unsecured Notes due 2027 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 908,000,000 | 1,775,000,000 | |||
Senior Notes | Level 2 | Fair Value | 5.375% Senior Secured Notes due 2026 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 2,158,000,000 | 3,085,000,000 | |||
Term Loan | Level 2 | Carrying Value | Term Loan B | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 1,319,000,000 | 1,329,000,000 | |||
Term Loan | Level 2 | Carrying Value | Term Loan B-2 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 1,287,000,000 | 1,297,000,000 | |||
Term Loan | Level 2 | Carrying Value | Term Loan | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 3,267,000,000 | 3,292,000,000 | |||
Term Loan | Level 2 | Fair Value | Term Loan B | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 1,282,000,000 | 1,326,000,000 | |||
Term Loan | Level 2 | Fair Value | Term Loan B-2 | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 1,252,000,000 | 1,300,000,000 | |||
Term Loan | Level 2 | Fair Value | Term Loan | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 2,597,000,000 | 3,284,000,000 | |||
Line of Credit Facility | A/R Facility | |||||
FAIR VALUE MEASUREMENTS: | |||||
Borrowings outstanding | 74,000,000 | ||||
Line of Credit Facility | Level 2 | Carrying Value | A/R Facility | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | 74,000,000 | 0 | |||
Line of Credit Facility | Level 2 | Fair Value | A/R Facility | |||||
FAIR VALUE MEASUREMENTS: | |||||
Debt fair value disclosure | $ 74,000,000 | 0 | |||
Variable Payment Obligations | Level 3 | Discount rate | |||||
FAIR VALUE MEASUREMENTS: | |||||
Weighted average discount rate (as a percent) | 0.10 | ||||
Variable Payment Obligations | Level 3 | Carrying Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Variable payment obligations | $ 64,000,000 | 239,000,000 | |||
Variable Payment Obligations | Level 3 | Fair Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Variable payment obligations | 64,000,000 | 239,000,000 | |||
STG Money Market Funds | Level 1 | Carrying Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Money market funds | 239,000,000 | 354,000,000 | |||
STG Money Market Funds | Level 1 | Fair Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Money market funds | 239,000,000 | 354,000,000 | |||
DSG Money Market Funds | Level 1 | Carrying Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Money market funds | 47,000,000 | 559,000,000 | |||
DSG Money Market Funds | Level 1 | Fair Value | |||||
FAIR VALUE MEASUREMENTS: | |||||
Money market funds | $ 47,000,000 | $ 559,000,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Level 3 Activity (Details) - Variable Payment Obligations - Fair Value, Recurring - Level 3 - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning balance | $ 235 | $ 239 |
Payments | (6) | (16) |
Measurement adjustments | (165) | (159) |
Fair value, ending balance | $ 64 | $ 64 |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - Narrative (Details) $ in Millions | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Consolidated total debt | $ 12,463 |
Subsidiary Issuer | |
Debt Instrument [Line Items] | |
Consolidated total debt | 4,415 |
Amount of debt guaranteed by parent | $ 4,375 |
5.375% Senior Unsecured Notes due 2021 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.375% |
5.375% Senior Unsecured Notes due 2021 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.375% |
5.625% Senior Unsecured Notes Due 2021 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.625% |
6.125% Senior Unsecured Notes due 2022 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 6.125% |
6.125% Senior Unsecured Notes due 2022 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 6.125% |
5.875% Senior Unsecured Notes due 2026 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.875% |
5.875% Senior Unsecured Notes due 2026 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.875% |
5.125% Senior Unsecured Notes due 2027 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.125% |
5.125% Senior Unsecured Notes due 2027 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.125% |
5.500% Senior Unsecured Notes due 2030 | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.50% |
5.500% Senior Unsecured Notes due 2030 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.50% |
5.500% Senior Unsecured Notes due 2030 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.50% |
5.625% Senior Unsecured Notes due 2024 | Sinclair Television Group, Inc. | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.625% |
5.625% Senior Unsecured Notes due 2024 | Guarantor Subsidiaries and KDSM, LLC | Senior Notes | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.625% |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | $ 632,000 | $ 1,333,000 | |
Accounts receivable, net | 1,108,000 | 1,132,000 | |
Other current assets | 801,000 | 448,000 | |
Total current assets | 2,541,000 | 2,913,000 | |
Property and equipment, net | 814,000 | 765,000 | |
Investment in consolidated subsidiaries | 0 | 0 | |
Restricted cash | 1,000 | 0 | |
Goodwill | 2,092,000 | 4,716,000 | |
Indefinite-lived intangible assets | 163,000 | 158,000 | |
Definite-lived intangible assets, net | 5,747,000 | 7,977,000 | |
Other long-term assets | 1,125,000 | 841,000 | |
Total assets | [1] | 12,483,000 | 17,370,000 |
Accounts payable and accrued liabilities | 466,000 | 782,000 | |
Current portion of long-term debt | 72,000 | 71,000 | |
Other current liabilities | 436,000 | 281,000 | |
Total current liabilities | 974,000 | 1,134,000 | |
Long-term debt | 12,391,000 | 12,367,000 | |
Investment in deficit of consolidated subsidiaries | 0 | ||
Other long-term liabilities | 601,000 | 1,097,000 | |
Total liabilities | [1] | 13,966,000 | 14,598,000 |
Redeemable noncontrolling interests | 194,000 | 1,078,000 | |
Total Sinclair Broadcast Group equity (deficit) | (1,737,000) | 1,502,000 | |
Noncontrolling interests in consolidated subsidiaries | 60,000 | 192,000 | |
Total liabilities, redeemable noncontrolling interests, and equity | 12,483,000 | 17,370,000 | |
Reportable legal entities | Sinclair Broadcast Group, Inc. | |||
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Other current assets | 9,000 | 5,000 | |
Total current assets | 9,000 | 5,000 | |
Property and equipment, net | 1,000 | 1,000 | |
Investment in consolidated subsidiaries | 331,000 | 2,270,000 | |
Restricted cash | 0 | ||
Goodwill | 0 | 0 | |
Indefinite-lived intangible assets | 0 | 0 | |
Definite-lived intangible assets, net | 0 | 0 | |
Other long-term assets | 84,000 | 82,000 | |
Total assets | 425,000 | 2,358,000 | |
Accounts payable and accrued liabilities | 15,000 | 142,000 | |
Current portion of long-term debt | 0 | 0 | |
Other current liabilities | 1,000 | 0 | |
Total current liabilities | 16,000 | 142,000 | |
Long-term debt | 700,000 | 700,000 | |
Investment in deficit of consolidated subsidiaries | 1,434,000 | ||
Other long-term liabilities | 12,000 | 13,000 | |
Total liabilities | 2,162,000 | 855,000 | |
Redeemable noncontrolling interests | 0 | 0 | |
Total Sinclair Broadcast Group equity (deficit) | (1,737,000) | 1,503,000 | |
Noncontrolling interests in consolidated subsidiaries | 0 | 0 | |
Total liabilities, redeemable noncontrolling interests, and equity | 425,000 | 2,358,000 | |
Reportable legal entities | Sinclair Television Group, Inc. | |||
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | 262,000 | 357,000 | |
Accounts receivable, net | 0 | 0 | |
Other current assets | 55,000 | 41,000 | |
Total current assets | 317,000 | 398,000 | |
Property and equipment, net | 32,000 | 31,000 | |
Investment in consolidated subsidiaries | 3,516,000 | 3,558,000 | |
Restricted cash | 0 | ||
Goodwill | 0 | 0 | |
Indefinite-lived intangible assets | 0 | 0 | |
Definite-lived intangible assets, net | 0 | 0 | |
Other long-term assets | 1,768,000 | 1,611,000 | |
Total assets | 5,633,000 | 5,598,000 | |
Accounts payable and accrued liabilities | 61,000 | 109,000 | |
Current portion of long-term debt | 27,000 | 27,000 | |
Other current liabilities | 1,000 | 1,000 | |
Total current liabilities | 89,000 | 137,000 | |
Long-term debt | 4,331,000 | 4,348,000 | |
Investment in deficit of consolidated subsidiaries | 0 | ||
Other long-term liabilities | 121,000 | 53,000 | |
Total liabilities | 4,541,000 | 4,538,000 | |
Redeemable noncontrolling interests | 0 | 0 | |
Total Sinclair Broadcast Group equity (deficit) | 1,092,000 | 1,060,000 | |
Noncontrolling interests in consolidated subsidiaries | 0 | 0 | |
Total liabilities, redeemable noncontrolling interests, and equity | 5,633,000 | 5,598,000 | |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | |||
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | 4,000 | 3,000 | |
Accounts receivable, net | 510,000 | 561,000 | |
Other current assets | 403,000 | 264,000 | |
Total current assets | 917,000 | 828,000 | |
Property and equipment, net | 704,000 | 659,000 | |
Investment in consolidated subsidiaries | 0 | 0 | |
Restricted cash | 0 | ||
Goodwill | 2,082,000 | 2,091,000 | |
Indefinite-lived intangible assets | 149,000 | 144,000 | |
Definite-lived intangible assets, net | 1,299,000 | 1,426,000 | |
Other long-term assets | 282,000 | 279,000 | |
Total assets | 5,433,000 | 5,427,000 | |
Accounts payable and accrued liabilities | 262,000 | 286,000 | |
Current portion of long-term debt | 5,000 | 4,000 | |
Other current liabilities | 192,000 | 133,000 | |
Total current liabilities | 459,000 | 423,000 | |
Long-term debt | 35,000 | 32,000 | |
Investment in deficit of consolidated subsidiaries | 0 | ||
Other long-term liabilities | 1,427,000 | 1,418,000 | |
Total liabilities | 1,921,000 | 1,873,000 | |
Redeemable noncontrolling interests | 0 | 0 | |
Total Sinclair Broadcast Group equity (deficit) | 3,512,000 | 3,554,000 | |
Noncontrolling interests in consolidated subsidiaries | 0 | 0 | |
Total liabilities, redeemable noncontrolling interests, and equity | 5,433,000 | 5,427,000 | |
Reportable legal entities | Non- Guarantor Subsidiaries | |||
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | 366,000 | 973,000 | |
Accounts receivable, net | 598,000 | 571,000 | |
Other current assets | 416,000 | 188,000 | |
Total current assets | 1,380,000 | 1,732,000 | |
Property and equipment, net | 104,000 | 96,000 | |
Investment in consolidated subsidiaries | 0 | 0 | |
Restricted cash | 1,000 | ||
Goodwill | 10,000 | 2,625,000 | |
Indefinite-lived intangible assets | 14,000 | 14,000 | |
Definite-lived intangible assets, net | 4,491,000 | 6,598,000 | |
Other long-term assets | 1,225,000 | 618,000 | |
Total assets | 7,225,000 | 11,683,000 | |
Accounts payable and accrued liabilities | 210,000 | 296,000 | |
Current portion of long-term debt | 41,000 | 41,000 | |
Other current liabilities | 242,000 | 147,000 | |
Total current liabilities | 493,000 | 484,000 | |
Long-term debt | 8,363,000 | 8,317,000 | |
Investment in deficit of consolidated subsidiaries | 0 | ||
Other long-term liabilities | 457,000 | 547,000 | |
Total liabilities | 9,313,000 | 9,348,000 | |
Redeemable noncontrolling interests | 194,000 | 1,078,000 | |
Total Sinclair Broadcast Group equity (deficit) | (2,338,000) | 1,069,000 | |
Noncontrolling interests in consolidated subsidiaries | 56,000 | 188,000 | |
Total liabilities, redeemable noncontrolling interests, and equity | 7,225,000 | 11,683,000 | |
Eliminations | |||
CONDENSED CONSOLIDATING BALANCE SHEET | |||
Cash and cash equivalents | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Other current assets | (82,000) | (50,000) | |
Total current assets | (82,000) | (50,000) | |
Property and equipment, net | (27,000) | (22,000) | |
Investment in consolidated subsidiaries | (3,847,000) | (5,828,000) | |
Restricted cash | 0 | ||
Goodwill | 0 | 0 | |
Indefinite-lived intangible assets | 0 | 0 | |
Definite-lived intangible assets, net | (43,000) | (47,000) | |
Other long-term assets | (2,234,000) | (1,749,000) | |
Total assets | (6,233,000) | (7,696,000) | |
Accounts payable and accrued liabilities | (82,000) | (51,000) | |
Current portion of long-term debt | (1,000) | (1,000) | |
Other current liabilities | 0 | 0 | |
Total current liabilities | (83,000) | (52,000) | |
Long-term debt | (1,038,000) | (1,030,000) | |
Investment in deficit of consolidated subsidiaries | (1,434,000) | ||
Other long-term liabilities | (1,416,000) | (934,000) | |
Total liabilities | (3,971,000) | (2,016,000) | |
Redeemable noncontrolling interests | 0 | 0 | |
Total Sinclair Broadcast Group equity (deficit) | (2,266,000) | (5,684,000) | |
Noncontrolling interests in consolidated subsidiaries | 4,000 | 4,000 | |
Total liabilities, redeemable noncontrolling interests, and equity | $ (6,233,000) | $ (7,696,000) | |
[1] | Our consolidated total assets as of September 30, 2020 and December 31, 2019 include total assets of variable interest entities (VIEs) of $237 million and $228 million , respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of September 30, 2020 and December 31, 2019 include total liabilities of VIEs of $53 million and $27 million , respectively, for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities . |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | $ 1,539 | $ 1,125 | $ 4,431 | $ 2,618 |
Media program and production expenses | 1,077 | 560 | 2,288 | 1,215 |
Selling, general and administrative | 242 | 422 | 719 | 827 |
Impairment of goodwill and definite-lived intangible assets | 4,264 | 0 | 4,264 | 0 |
Depreciation, amortization and other operating expenses | 172 | 149 | 557 | 383 |
Total operating expenses | 5,755 | 1,131 | 7,828 | 2,425 |
Operating (loss) income | (4,216) | (6) | (3,397) | 193 |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Interest expense | (157) | (129) | (502) | (237) |
Other income (expense) | 159 | (9) | 151 | (26) |
Total other income (expense), net | 2 | (138) | (351) | (263) |
Income tax benefit (provision) | 847 | 95 | 805 | 88 |
NET (LOSS) INCOME | (3,367) | (49) | (2,943) | 18 |
Net income attributable to the redeemable noncontrolling interests | (19) | (11) | (51) | (11) |
Net loss (income) attributable to the noncontrolling interests | 130 | 0 | 113 | (3) |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | (3,256) | (60) | (2,881) | 4 |
Comprehensive (loss) income | (3,367) | (49) | (2,952) | 18 |
Reportable legal entities | Sinclair Broadcast Group, Inc. | ||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | 0 | 0 | 0 | 0 |
Media program and production expenses | 0 | 0 | 0 | 0 |
Selling, general and administrative | 2 | 122 | 8 | 143 |
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||
Depreciation, amortization and other operating expenses | 1 | 0 | 1 | 0 |
Total operating expenses | 3 | 122 | 9 | 143 |
Operating (loss) income | (3) | (122) | (9) | (143) |
Equity in earnings of consolidated subsidiaries | (3,252) | 35 | (2,866) | 116 |
Interest expense | (3) | (1) | (10) | (2) |
Other income (expense) | 1 | 1 | 0 | 2 |
Total other income (expense), net | (3,254) | 35 | (2,876) | 116 |
Income tax benefit (provision) | 1 | 27 | 4 | 31 |
NET (LOSS) INCOME | (3,256) | (60) | (2,881) | 4 |
Net income attributable to the redeemable noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss (income) attributable to the noncontrolling interests | 0 | 0 | 0 | |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | (3,256) | (60) | (2,881) | 4 |
Comprehensive (loss) income | (3,256) | (60) | (2,881) | 4 |
Reportable legal entities | Sinclair Television Group, Inc. | ||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | 25 | 9 | 74 | 9 |
Media program and production expenses | 0 | 0 | 0 | 0 |
Selling, general and administrative | 27 | 24 | 97 | 82 |
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||
Depreciation, amortization and other operating expenses | 1 | (6) | 6 | (3) |
Total operating expenses | 28 | 18 | 103 | 79 |
Operating (loss) income | (3) | (9) | (29) | (70) |
Equity in earnings of consolidated subsidiaries | 302 | 202 | 542 | 410 |
Interest expense | (45) | (55) | (147) | (160) |
Other income (expense) | 5 | (2) | 11 | 3 |
Total other income (expense), net | 262 | 145 | 406 | 253 |
Income tax benefit (provision) | 55 | 4 | 75 | 33 |
NET (LOSS) INCOME | 314 | 140 | 452 | 216 |
Net income attributable to the redeemable noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss (income) attributable to the noncontrolling interests | 0 | 0 | 0 | |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 314 | 140 | 452 | 216 |
Comprehensive (loss) income | 314 | 140 | 452 | 216 |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | 774 | 702 | 2,140 | 2,064 |
Media program and production expenses | 322 | 312 | 962 | 931 |
Selling, general and administrative | 160 | 162 | 479 | 481 |
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||
Depreciation, amortization and other operating expenses | 40 | 55 | 143 | 203 |
Total operating expenses | 522 | 529 | 1,584 | 1,615 |
Operating (loss) income | 252 | 173 | 556 | 449 |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Interest expense | (1) | (1) | (3) | (2) |
Other income (expense) | (11) | (12) | (30) | (35) |
Total other income (expense), net | (12) | (13) | (33) | (37) |
Income tax benefit (provision) | 64 | 43 | 24 | 3 |
NET (LOSS) INCOME | 304 | 203 | 547 | 415 |
Net income attributable to the redeemable noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss (income) attributable to the noncontrolling interests | 0 | 0 | 0 | |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 304 | 203 | 547 | 415 |
Comprehensive (loss) income | 304 | 203 | 547 | 415 |
Reportable legal entities | Non- Guarantor Subsidiaries | ||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | 786 | 445 | 2,350 | 616 |
Media program and production expenses | 772 | 262 | 1,371 | 325 |
Selling, general and administrative | 77 | 124 | 207 | 133 |
Impairment of goodwill and definite-lived intangible assets | 4,264 | 4,264 | ||
Depreciation, amortization and other operating expenses | 133 | 104 | 416 | 193 |
Total operating expenses | 5,246 | 490 | 6,258 | 651 |
Operating (loss) income | (4,460) | (45) | (3,908) | (35) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Interest expense | (114) | (76) | (361) | (85) |
Other income (expense) | 168 | 6 | 180 | 5 |
Total other income (expense), net | 54 | (70) | (181) | (80) |
Income tax benefit (provision) | 727 | 21 | 702 | 21 |
NET (LOSS) INCOME | (3,679) | (94) | (3,387) | (94) |
Net income attributable to the redeemable noncontrolling interests | (19) | (11) | (51) | (11) |
Net loss (income) attributable to the noncontrolling interests | 130 | 113 | (3) | |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | (3,568) | (105) | (3,325) | (108) |
Comprehensive (loss) income | (3,679) | (94) | (3,396) | (94) |
Eliminations | ||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||||
Total revenues | (46) | (31) | (133) | (71) |
Media program and production expenses | (17) | (14) | (45) | (41) |
Selling, general and administrative | (24) | (10) | (72) | (12) |
Impairment of goodwill and definite-lived intangible assets | 0 | 0 | ||
Depreciation, amortization and other operating expenses | (3) | (4) | (9) | (10) |
Total operating expenses | (44) | (28) | (126) | (63) |
Operating (loss) income | (2) | (3) | (7) | (8) |
Equity in earnings of consolidated subsidiaries | 2,950 | (237) | 2,324 | (526) |
Interest expense | 6 | 4 | 19 | 12 |
Other income (expense) | (4) | (2) | (10) | (1) |
Total other income (expense), net | 2,952 | (235) | 2,333 | (515) |
Income tax benefit (provision) | 0 | 0 | 0 | 0 |
NET (LOSS) INCOME | 2,950 | (238) | 2,326 | (523) |
Net income attributable to the redeemable noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss (income) attributable to the noncontrolling interests | 0 | 0 | 0 | |
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP | 2,950 | (238) | 2,326 | (523) |
Comprehensive (loss) income | $ 2,950 | $ (238) | $ 2,326 | $ (523) |
CONDENSED CONSOLIDATING FINAN_6
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS - Statement of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | $ 839 | $ 494 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (130) | (96) |
Acquisition of business, net of cash acquired | (7) | (9,006) |
Spectrum repack reimbursements | 72 | 50 |
Proceeds from the sale of assets | 36 | 0 |
Purchases of investments | (85) | (431) |
Other, net | 16 | 6 |
Net cash flows used in investing activities | (98) | (9,477) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 947 | 9,453 |
Repayments of notes payable, commercial bank financing, and finance leases | (945) | (715) |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | 985 |
Repurchase of outstanding Class A Common Stock | (343) | (125) |
Dividends paid on Class A and Class B Common Stock | (49) | (55) |
Dividends paid on redeemable subsidiary preferred equity | (32) | (10) |
Redemption of redeemable subsidiary preferred equity | (547) | 0 |
Debt issuance costs | (7) | (182) |
Distributions to noncontrolling interests, net | (19) | (30) |
Distributions to redeemable noncontrolling interests | (378) | 0 |
Increase (decrease) in intercompany payables | 0 | 0 |
Other, net | (68) | 1 |
Net cash flows (used in) from financing activities | (1,441) | 9,322 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (700) | 339 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 1,333 | 1,060 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 633 | 1,399 |
Reportable legal entities | Sinclair Broadcast Group, Inc. | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | (115) | (4) |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | 0 | 0 |
Acquisition of business, net of cash acquired | 0 | 0 |
Spectrum repack reimbursements | 0 | 0 |
Proceeds from the sale of assets | 0 | |
Purchases of investments | (2) | (2) |
Other, net | 1 | 0 |
Net cash flows used in investing activities | (1) | (2) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 0 | 0 |
Repayments of notes payable, commercial bank financing, and finance leases | 0 | 0 |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | |
Repurchase of outstanding Class A Common Stock | (343) | (125) |
Dividends paid on Class A and Class B Common Stock | (49) | (55) |
Dividends paid on redeemable subsidiary preferred equity | 0 | 0 |
Redemption of redeemable subsidiary preferred equity | 0 | |
Debt issuance costs | 0 | 0 |
Distributions to noncontrolling interests, net | 0 | 0 |
Distributions to redeemable noncontrolling interests | 0 | |
Increase (decrease) in intercompany payables | 507 | 186 |
Other, net | 1 | 0 |
Net cash flows (used in) from financing activities | 116 | 6 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 0 | 0 |
Reportable legal entities | Sinclair Television Group, Inc. | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | (39) | (188) |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (7) | (2) |
Acquisition of business, net of cash acquired | 0 | 0 |
Spectrum repack reimbursements | 0 | 0 |
Proceeds from the sale of assets | 0 | |
Purchases of investments | (30) | (36) |
Other, net | 0 | 2 |
Net cash flows used in investing activities | (37) | (36) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 648 | 1,294 |
Repayments of notes payable, commercial bank financing, and finance leases | (670) | (706) |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | |
Repurchase of outstanding Class A Common Stock | 0 | 0 |
Dividends paid on Class A and Class B Common Stock | 0 | 0 |
Dividends paid on redeemable subsidiary preferred equity | 0 | 0 |
Redemption of redeemable subsidiary preferred equity | 0 | |
Debt issuance costs | 0 | (15) |
Distributions to noncontrolling interests, net | 0 | 0 |
Distributions to redeemable noncontrolling interests | 0 | |
Increase (decrease) in intercompany payables | 3 | (1,074) |
Other, net | 0 | 1 |
Net cash flows (used in) from financing activities | (19) | (500) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (95) | (724) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 357 | 962 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 262 | 238 |
Reportable legal entities | Guarantor Subsidiaries and KDSM, LLC | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | 481 | 538 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (110) | (99) |
Acquisition of business, net of cash acquired | (7) | 0 |
Spectrum repack reimbursements | 72 | 50 |
Proceeds from the sale of assets | 36 | |
Purchases of investments | (33) | (42) |
Other, net | (2) | 0 |
Net cash flows used in investing activities | (44) | (91) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 0 | 0 |
Repayments of notes payable, commercial bank financing, and finance leases | (3) | (3) |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | |
Repurchase of outstanding Class A Common Stock | 0 | 0 |
Dividends paid on Class A and Class B Common Stock | 0 | 0 |
Dividends paid on redeemable subsidiary preferred equity | 0 | 0 |
Redemption of redeemable subsidiary preferred equity | 0 | |
Debt issuance costs | 0 | 0 |
Distributions to noncontrolling interests, net | 0 | 0 |
Distributions to redeemable noncontrolling interests | 0 | |
Increase (decrease) in intercompany payables | (433) | (454) |
Other, net | 0 | 0 |
Net cash flows (used in) from financing activities | (436) | (457) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 1 | (10) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 3 | 19 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 4 | 9 |
Reportable legal entities | Non- Guarantor Subsidiaries | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | 510 | 157 |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (19) | (4) |
Acquisition of business, net of cash acquired | 0 | (9,006) |
Spectrum repack reimbursements | 0 | 0 |
Proceeds from the sale of assets | 0 | |
Purchases of investments | (20) | (351) |
Other, net | 17 | 4 |
Net cash flows used in investing activities | (22) | (9,357) |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 299 | 8,159 |
Repayments of notes payable, commercial bank financing, and finance leases | (272) | (26) |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 985 | |
Repurchase of outstanding Class A Common Stock | 0 | 0 |
Dividends paid on Class A and Class B Common Stock | 0 | 0 |
Dividends paid on redeemable subsidiary preferred equity | (32) | (10) |
Redemption of redeemable subsidiary preferred equity | (547) | |
Debt issuance costs | (7) | (167) |
Distributions to noncontrolling interests, net | (19) | (30) |
Distributions to redeemable noncontrolling interests | (378) | |
Increase (decrease) in intercompany payables | (69) | 1,362 |
Other, net | (69) | 0 |
Net cash flows (used in) from financing activities | (1,094) | 10,273 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (606) | 1,073 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 973 | 79 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | 367 | 1,152 |
Eliminations | ||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME | ||
NET CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | 2 | (9) |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | 6 | 9 |
Acquisition of business, net of cash acquired | 0 | 0 |
Spectrum repack reimbursements | 0 | 0 |
Proceeds from the sale of assets | 0 | |
Purchases of investments | 0 | 0 |
Other, net | 0 | 0 |
Net cash flows used in investing activities | 6 | 9 |
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable and commercial bank financing | 0 | 0 |
Repayments of notes payable, commercial bank financing, and finance leases | 0 | 20 |
Proceeds from the issuance of redeemable subsidiary preferred equity, net | 0 | |
Repurchase of outstanding Class A Common Stock | 0 | 0 |
Dividends paid on Class A and Class B Common Stock | 0 | 0 |
Dividends paid on redeemable subsidiary preferred equity | 0 | 0 |
Redemption of redeemable subsidiary preferred equity | 0 | |
Debt issuance costs | 0 | 0 |
Distributions to noncontrolling interests, net | 0 | 0 |
Distributions to redeemable noncontrolling interests | 0 | |
Increase (decrease) in intercompany payables | (8) | (20) |
Other, net | 0 | 0 |
Net cash flows (used in) from financing activities | (8) | 0 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period | 0 | 0 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ 0 | $ 0 |