SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to__________.
Commission File Number: 033-69482
SINCLAIR BROADCAST GROUP, INC.
(Exact name of Registrant as specified in its charter)
Maryland 52-1494660
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 W. 41st Street 21211
Baltimore, Maryland 21211 (Zip Code)
(Address of principal executive offices)
(410) 467-5005
(Registrant's telephone number including area code)
None
(Former name, former address and former fiscal
year-if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- --------
As of November 5, 1996, there were 6,632,400 shares of Class A common
stock, $.01 par value, 28,117,600 shares of Class B common stock, $.01 par
value, and 1,150,000 shares of preferred stock, $.01 par value, of the
Registrant issued and outstanding.
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SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1996
TABLE OF CONTENTS
Part I. Financial Information
Page
----
Item 1 Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 1995 and
September 30, 1996.............................................. 3
Consolidated Statements of Operations for the Three Months and
Nine Months Ended September 30, 1995 and 1996................... 4
Consolidated Statements of Stockholders' Equity for the
Nine Months Ended September 30, 1996............................ 5
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1995 and 1996............................... 6
Notes to Unaudited Consolidated Financial Statements.............. 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 12
Part II. Other Information
Item 1 Legal Proceedings......................................... 16
Item 6 Exhibits and Reports on Form 8-K.......................... 16
Signature................................................ 17
<PAGE>
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
------------- -------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents .................................................... $ 112,450 $ 1,665
Accounts receivable, net of allowance for doubtful accounts .................. 50,022 89,211
Current portion of program contract costs .................................... 18,036 47,448
Deferred barter costs ........................................................ 1,268 4,005
Prepaid expenses and other current assets .................................... 1,972 4,401
Deferred tax asset ........................................................... 4,565 6,628
------------- -------------
Total current assets ................................................... 188,313 153,358
PROPERTY AND EQUIPMENT, net .................................................... 42,797 152,097
PROGRAM CONTRACT COSTS, less current portion ................................... 19,277 57,485
LOANS TO OFFICERS AND AFFILIATES, net .......................................... 11,900 11,580
NON-COMPETE AND CONSULTING AGREEMENTS, net ..................................... 30,379 14,944
DEFERRED TAX ASSET ............................................................. 16,462 3,137
OTHER ASSETS ................................................................... 27,355 49,431
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ................................... 268,789 1,267,654
------------- -------------
Total Assets ........................................................... $ 605,272 $ 1,709,686
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................................................. $ 2,187 $ 5,325
Income taxes payable ......................................................... 3,944 --
Accrued liabilities .......................................................... 20,720 22,688
Current portion of long-term liabilities-
Notes payable and commercial bank financing ................................ 1,133 78,269
Capital leases payable ..................................................... 524 177
Notes and capital leases payable to affiliates ............................. 1,867 1,259
Program contracts payable .................................................. 26,395 57,037
Deferred barter revenues ..................................................... 1,752 4,258
------------- -------------
Total current liabilities .............................................. 58,522 169,013
------------- -------------
LONG-TERM OBLIGATIONS:
Notes payable and commercial bank financing .................................. 400,644 1,196,875
Capital leases payable ....................................................... 44 --
Notes and capital lease payable to affiliates ................................ 13,959 12,935
Program contracts payable .................................................... 30,942 79,791
Other long-term liabilities .................................................. 2,442 2,896
------------- -------------
Total liabilities ...................................................... 506,553 1,461,510
------------- -------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ................................. 2,345 4,001
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 5,000,000 and 10,000,000 shares authorized
and -0- and 1,150,000 shares issued and outstanding ........................ -- 12
Class A Common Stock, $.01 par value, 35,000,000 and 100,000,000 shares
authorized and 5,750,000 and 6,447,300 shares issued and outstanding ....... 58 65
Class B Common Stock, $.01 par value, 35,000,000 shares authorized and
29,000,000 and 28,302,700 shares issued and outstanding .................... 290 283
Additional paid-in capital ................................................... 116,089 241,156
Accumulated deficit .......................................................... (20,063) (21,880)
Additional paid-in capital - stock options ................................... -- 25,784
Deferred compensation ........................................................ -- (1,245)
------------- -------------
Total stockholders' equity ............................................. 96,374 244,175
------------- -------------
Total Liabilities and Stockholders' Equity ............................. $ 605,272 $ 1,709,686
============= =============
</TABLE>
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
3
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SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1995 1996 1995 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency commission ............. $ 45,442 $ 102,013 $ 134,166 $ 219,352
Revenues realized from barter arrangements ....................... 4,735 8,266 12,885 17,837
------------ ------------ ------------ ------------
Total revenues ................................................. 50,177 110,279 147,051 237,189
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Program and production ........................................... 6,516 22,303 20,646 43,002
Selling, general and administrative .............................. 9,998 25,345 27,430 49,613
Expenses realized from barter arrangements ....................... 4,175 5,594 11,344 13,453
Amortization of program contract costs and net
realizable value adjustments ................................... 8,408 16,793 21,357 34,350
Deferred compensation ............................................ -- 117 -- 623
Depreciation and amortization of property and equipment .......... 1,515 3,432 4,337 6,976
Amortization of acquired intangible broadcasting assets
and other assets ............................................... 10,354 16,174 33,384 40,566
------------ ------------ ------------ ------------
Total operating expense .................................... 40,966 89,758 118,498 188,583
------------ ------------ ------------ ------------
Broadcast operating income .............................. 9,211 20,521 28,553 48,606
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense ................................................. (8,652) (29,001) (28,307) (56,647)
Interest income .................................................. 747 317 1,999 2,838
Other income (expense) ........................................... (55) 335 (25) 986
------------ ------------ ------------ ------------
Net income (loss) before provision for income taxes ........ 1,251 (7,828) 2,220 (4,217)
INCOME TAX (PROVISION) BENEFIT ..................................... (983) 4,500 (1,445) 2,400
------------ ------------ ------------ ------------
Net income (loss) before extraordinary item ........................ 268 (3,328) 775 (1,817)
Extraordinary item-loss on early extinguishment of debt,
net of tax benefit of $3,142 .................................... (5,126) -- (5,126) --
------------ ------------ ------------ ------------
Net loss ................................................... $ (4,858) $ (3,328) $ (4,351) $ (1,817)
============ ============ ============ ============
NET INCOME (LOSS) PER COMMON SHARE,
before extraordinary item ........................................ $ 0.01 $ (0.10) $ 0.02 $ (0.05)
============ ============ ============ ============
NET LOSS PER COMMON SHARE,
after extraordinary item ......................................... $ (0.14) $ (0.10) $ (0.14) $ (0.05)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
(in thousands) ................................................... 34,750 34,750 31,325 34,750
============ ============ ============ ============
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
</TABLE>
4
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SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(dollars in thousands)
<TABLE>
<CAPTION>
Retained Additional
Series A Series B Class A Class B Additional Earnings Paid-In
Preferred Preferred Common Common Paid-In (Accumulated Capital
Stock Stock Stock Stock Capital Deficit) Options
--------- --------- --------- --------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995
as previously reported..... $ -- $ -- $ 58 $ 290 $ 116,089 $ (20,063) $ --
Class B common shares
converted to Class A
common shares ............. -- -- 7 (7) -- -- --
Issuance of Series A
preferred shares........... 12 -- -- -- 125,067 -- --
Series A preferred shares
converted to Series B
preferred shares........... (12) 12 -- -- -- -- --
Stock Options granted ...... -- -- -- -- -- -- 25,784
Amortization of deferred
compensation............... -- -- -- -- -- -- --
Net loss.................... -- -- -- -- -- (1,817) --
--------- --------- --------- --------- --------- --------- ---------
BALANCE, September 30,
1996..................... $ -- $ 12 $ 65 $ 283 $ 241,156 $ (21,880) $ 25,784
========= ========== ========= ========= ========= ========= =========
</TABLE>
Total
Deferred Stockholders'
Compensation Equity
------------ -------------
BALANCE, December 31, 1995
as previously reported..... $ -- $ 96,374
Class B common shares
converted to Class A
common shares ............. -- --
Issuance of Series A
preferred shares........... -- 125,079
Series A preferred shares
converted to Series B
preferred shares........... -- --
Stock Options granted ...... (1,868) 23,916
Amortization of deferred
compensation............... 623 623
Net loss.................... -- (1,817)
--------- ---------
BALANCE, September 30,
1996..................... $ (1,245) $ 244,175
========= =========
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
5
<PAGE>
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 30,
1995 1996
------------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................................................. $ (4,351) $ (1,817)
Adjustments to reconcile net income to net cash flows from
operating activities-
Extraordinary loss .................................................................. 5,126 --
Depreciation and amortization of property and equipment ............................. 4,337 6,976
Amortization of acquired intangible broadcast assets
and other assets ................................................................ 33,384 40,566
Amortization of program contract costs and net realizable
value adjustments ............................................................... 21,357 34,350
Deferred compensation expense ....................................................... -- 623
Deferred tax benefit ................................................................ (223) (5,253)
Payments of costs relating to financing ............................................. (3,200) (20,009)
Payments for interest rate hedging instruments ...................................... -- (851)
Changes in assets and liabilities, net of effect of acquisitions
and dispositions-
Increase in receivables, net ........................................................ (2,809) (18,507)
Increase in prepaid expenses and other current
assets .......................................................................... (426) (656)
Increase in accounts payable and accrued liabilities ................................ 2,042 1,571
Decrease in income taxes payable .................................................... (6,074) (3,944)
Increase in other assets and acquired intangible
broadcast assets ................................................................ (4) (693)
Net effect of change in deferred barter revenues and
deferred barter costs ........................................................... 73 (643)
Increase (decrease) in other long term liabilities .................................. (34) 454
Decrease in minority interest ....................................................... (31) --
Payments for program contracts payable ................................................ (14,659) (19,301)
--------- ---------
Net cash flows from operating activities ........................................ 34,508 12,866
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment ................................................. (1,543) (3,949)
Payments for acquisition of television stations ....................................... (101,000) (74,593)
Payment for acquisition of non-license assets of WABM ................................. (2,548) --
Payment for acquisition of non-license assets of River
City Broadcasting, L.P. ............................................................. -- (816,413)
Payment for acquisition of non-license assets of KRRT ................................. -- (29,532)
Payments for purchase of outstanding stock of
Superior Communications, Inc. ....................................................... -- (63,504)
Payments to exercise the options to acquire certain FCC ............................... -- (6,894)
Payments for consulting and non-compete agreements .................................... (1,000) (50)
Payment to exercise purchase option for WSMH .......................................... (1,000) --
Payments for purchase options for WSTR and KSMO........................................ (9,000) --
Proceeds from disposal of property and equipment ...................................... 2,000 --
Loans to officers and affiliates ...................................................... (792) --
Repayments of loans to officers and affiliates ........................................ 1,867 320
Investment in joint venture ........................................................... -- (380)
Proceeds from assignment of license purchase options .................................. 4,200 --
Payment for WPTT subordinated convertible debenture ................................... (1,000) --
--------- ---------
Net cash flows used in investing activities ..................................... (109,816) (994,995)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable and commercial bank financing ............................. 138,000 958,500
Repayments of notes payable, commercial bank financing
and capital leases .................................................................. (362,779) (85,524)
Payments of costs related to debt offering ............................................ (742) --
Proceeds of debt offering, net of $6,000 underwriter's discount ....................... 294,000 --
Repayments of notes and capital leases to affiliates .................................. (2,186) (1,632)
Net proceeds from issuance of common shares ........................................... 111,538 --
--------- ---------
Net cash flows from financing activities ........................................ 177,831 871,344
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ........................................................................... 102,523 (110,785)
CASH AND CASH EQUIVALENTS, beginning of period .......................................... 2,446 112,450
--------- ---------
CASH AND CASH EQUIVALENTS, end of period ................................................ $ 104,969 $ 1,665
========= =========
</TABLE>
6
<PAGE>
SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Sinclair Broadcast Group, Inc., Sinclair Communications, Inc. and all other
consolidated subsidiaries, which are collectively referred to hereafter as "the
Company or Companies." The Company owns and operates television stations
throughout the United States. Additionally, included in the accompanying
consolidated financial statements are the results of operations of certain
television and radio stations pursuant to local marketing agreements (LMA's).
Interim Financial Statements
The consolidated financial statements for the nine months ended September 30,
1995 and 1996 are unaudited, but 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 presentation of the financial
position and results of operations, and cash flows for these periods.
As permitted under the applicable rules and regulations of the Securities and
Exchange Commission, these financial statements do not include all disclosures
normally included with audited consolidated financial statements, and,
accordingly, should be read in conjunction with the consolidated financial
statements and notes thereto as of December 31, 1994, and 1995 and for the years
then ended. The results of operations presented in the accompanying financial
statements are not necessarily representative of operations for an entire year.
Programming
The Companies have agreements with distributors for the rights to television
programming over contract periods which generally run from one to seven years.
Contract payments are made in installments over terms that are generally shorter
than the contract period. Each contract is recorded as a liability when the
license period begins and the program is available for its first showing. The
portion of the program contracts payable due within one year is reflected as a
current liability in the accompanying consolidated financial statements.
The rights to program materials are reflected in the accompanying consolidated
balance sheets at the lower of amortized cost or estimated net realizable value.
Estimated net realizable values are based upon management's expectation of
future advertising revenues net of sales commissions to be generated by the
program. Amortization of program contract costs is generally computed under
either an accelerated method over the contract period or based on usage,
whichever yields the greater amortization for each program. 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 paid on a scheduled basis and are not affected by adjustments for
amortization or estimated net realizable value.
2. CONTINGENCIES AND OTHER COMMITMENTS:
Lawsuits and claims are filed against the Companies from time to time in the
ordinary course of business. These actions are in various preliminary stages,
and no judgements or decisions have been rendered by a hearing board or courts.
Management, after reviewing developments to date with legal counsel, is of the
opinion that the outcome of such matters will not have a material adverse effect
on the Companies' financial position or results of operations.
7
<PAGE>
3. SUPPLEMENTAL CASH FLOW INFORMATION:
During the nine months ended September 30, 1995 and 1996, the Company made cash
payments and certain non-cash transactions of the following:
Nine Months Ended
September 30, September 30,
1995 1996
--------- ----------
Interest. . . . . . . . . . . . . . . . . . $ 23,278 $ 62,599
Income Taxes. . . . . . . . . . . . . . . . $ 7,679 $ 6,786
Distribution prior to KCI merger. . . . . . $ 1,461 $ -
Issuance of 1,150,000 shares of
Series A Preferred Stock (Note 5). . . . $ - $ 125,079
4. SENIOR BANK DEBT:
In order to finance the acquisition of the non-license assets of River City
Broadcasting, L.P. (River City) and potential future acquisitions, the Company
entered into a Bank Credit Agreement. The Bank Credit Agreement consists of
three classes: Facility A Term Loan, Facility B Term Loan and a Revolving Credit
Commitment.
The Facility A Term Loan is a term loan in a principal amount not to exceed $550
million and is scheduled to be paid in quarterly installments beginning December
31, 1996 through December 31, 2002. The Facility B Term Loan is a term loan in a
principal amount not to exceed $200 million and is scheduled to be paid in
quarterly installments beginning December 31, 1996 through December 31, 2002.
The Revolving Credit Commitment is a revolving credit facility in a principal
amount not to exceed $250 million and is scheduled to have reduced availability
quarterly beginning March 31, 1999 through November 30, 2003. In connection with
the River City and KRRT acquisitions, the Company utilized $550 million, $200
million and $85 million of indebtedness under Facility A, Facility B and the
Revolving Credit Commitment, respectively. The Company incurred debt acquisition
costs of approximately $20 million associated with this indebtedness which are
being amortized using the straight line method over the life of the debt.
Under the Bank Credit Agreement, the Company has the option to maintain base
rate and Eurodollar loans. Interest on borrowings under this agreement are at
varying rates based, at the Company's option, at the base rate or LIBOR, plus a
fixed percentage. The applicable interest rate for the Facility A Term Loan and
the Revolving Credit Facility is either LIBOR plus 1.25% to 2.5% or the base
rate plus zero to 1.25%. The applicable interest rate for the Facility A Term
Loan and the Revolving Credit Facility is adjusted based on the ratio of total
debt to four quarters trailing earnings before interest, taxes, depreciation and
amortization. The applicable interest rate for Facility B is either LIBOR plus
2.75% or the base rate plus 1.75%.
The Company made cash payments totaling $851 thousand for interest rate hedging
instruments which are capitalized and amortized as interest expense over the
life of contract. The Company utilizes these instruments to minimize the impact
of fluctuations in interest rates relating to Senior Bank Debt. At September 30,
1996 the Company has interest rate swap agreements which expire from March 31,
1997 to March 31, 2000 with such rates ranging from 5.85% to 7.0% and notional
amounts totaling $960.0 million.
5. RIVER CITY ACQUISITION:
In April 1996, the Company entered into an agreement to purchase certain
non-license assets of River City. In May 1996, the Company closed the
transaction for a purchase price of $958.2 million providing as consideration
1,150,000 shares of Series A Convertible Preferred Stock with a fair market
value of $125.1 million, 1,382,435 stock options with a fair market value of
$23.9 million and cash payments totaling $809.2 million. Simultaneously, the
Company entered into option agreements to purchase certain license assets for an
option exercise price of $20 million. Also, simultaneously with the acquisition,
the Company entered into an option agreement to purchase the license and
non-license assets of WSYX in Columbus, Ohio for option purchase price of $130
million plus the amount of indebtedness secured by the WSYX assets on the
exercise date (not to exceed the amount on the date of closing of $105 million).
The Company utilized indebtedness under its Bank Credit Agreement to finance the
8
<PAGE>
transaction (see Note 4). The transaction was recorded as a purchase, whereby
the assets and liabilities were recorded at fair value as determined by an
independent appraisal.
In conjunction with the River City acquisition, the Company entered into an
agreement to purchase the non-license assets of KRRT, Inc., a television station
in San Antonio, Texas, for a purchase price of $29.5 million. Simultaneously
with the River City closing, the Company closed the KRRT transaction utilizing
indebtedness under its Bank Credit Agreement. The transaction was recorded as a
purchase, whereby the assets and liabilities were recorded at fair value as
determined by an independent appraisal.
In connection with the River City acquisition, the Company consummated the
following transactions concurrent with or subsequent to the closing:
1.) In June 1996, the Board of Directors of the Company adopted, upon
approval of the stockholders by proxy, an amendment to the Company's
amended and restated charter. This amendment increased the number of
Class A Common Stock shares authorized to be issued by the Company from
35,000,000 shares to 100,000,000 shares. The amendment also increased
the number of shares of preferred stock authorized from 5,000,000 shares
to 10,000,000 shares.
2.) Series A Preferred Stock - As partial consideration for the acquisition
of the non-license assets of River City, the Company issued 1,150,000
shares of Series A Preferred Stock. In June 1996, the Board of Directors
of the Company adopted, upon approval of the stockholders by proxy, an
amendment to the Company's amended and restated charter at which time
Series A Preferred Stock was exchanged for and converted into Series B
Preferred Stock. The Company recorded the issuance of Series A Preferred
Stock based on the fair market value at the date the River City
acquisition was announced at the exchange rate of 3.64 shares of Class A
Common Stock for each share of Series A Preferred Stock.
3.) Series B Preferred Stock - Shares of Series B Preferred Stock are
convertible at any time into shares of Class A Common Stock, with each
share of Series B Preferred Stock convertible into approximately 3.64
shares of Class A Common Stock. The company may redeem shares of Series
B Preferred Stock only after the occurrence of a "Trigger Event." A
Trigger Event means the termination of Barry Baker's employment (see
"Executive Options" below) with the Company prior to the expiration of
the initial five-year term of his employment agreement (1) by the
Company for any reason other than for cause (as defined in the
employment agreement) or (2) by Barry Baker upon the occurrence of
certain events described in the employment agreement. If the Company
seeks to redeem shares of Series B Preferred Stock and the stockholder
elects to retain the shares, the shares will automatically be converted
into Common Stock on the proposed redemption date. All shares of Series
B Preferred Stock remaining outstanding as of May 31, 2001 will
automatically convert into Class A Common Stock. Series B Preferred
Stock is entitled to 3.64 votes on all matters with respect to which
Class A Common Stock has a vote.
4.) Stock Options and Awards:
Executive Options
In connection with the acquisition of River City, the Company entered
into a five year employment agreement with Barry Baker. Mr. Baker is
currently working as a consultant for the Company until the Company
exercises its options to acquire certain of the license assets of River
City. Upon exercising these options, Mr. Baker will become President
and Chief Executive Officer of Sinclair Communications, Inc. ("SCI," a
wholly owned subsidiary of the Company that will hold all of the
broadcast operations of the Company), Executive Vice President of the
Company, and a member of the Company's Board of Directors. Pursuant to
the employment agreement Mr. Baker, among other provisions, received
options to acquire 1,382,435 shares of the Class A Common Stock of the
Company. The options became exercisable with respect to 50% of the
shares upon closing of the acquisition of the non-license assets of
River City with 25% available to be exercised on the first and second
anniversary of the River City closing. The exercise price for these
options is $30.11 per share. The Company recorded the excess of the
fair market value over the Stock Option Grant Price as a component of
the purchase price for the acquisition of River City.
Long Term Incentive Plan
In June 1996, the Board of Directors adopted, upon approval of the
stockholders by proxy, the 1996 Long- Term Incentive Plan of the Company
(the "LTIP"). The purpose of the LTIP is to reward key individuals for
making major contributions to the success of the Company and its
subsidiaries and to attract and retain the services of qualified and
capable employees. A total of 2,073,673 shares of Class A Common Stock
9
<PAGE>
is reserved and available for awards under the plan. The Board of
Directors may amend, suspend or terminate the LTIP without the consent
of stockholders or participants, except that stockholder approval must
be sought within one year of such Board action.
The LTIP provides that the exercise price under each option may not be
less than the fair market value of the Company's Class A Common Stock on
the date of the option grant or as otherwise provided by the LTIP,
unless the employee receiving the option owns 10% or more of the
Company's common stock on such date, in which case the exercise price
will be 110% of fair market value. Options granted pursuant to the LTIP
must be exercised within 10 years (or five years if the employee owns
10% or more of the Company's common stock) following the date on which
the grant is made. In connection with the River City acquisition,
244,500 options were granted under this plan with an exercise price of
$30.11 per share.
The Company recorded deferred compensation of $1.9 million as additional
paid in capital at the stock option grant date. As of September 30,
1996, compensation expense of $623 thousand was recorded relating to the
options issued under the LTIP. The remaining deferred compensation of
approximately $1.3 million will be recognized as expense on a straight
line basis over the period in which it vests.
Incentive Stock Option Plan
In June 1996, the Board of Directors adopted, upon approval of the
stockholders by proxy, certain amendments to the Company's Incentive
Stock Option Plan. The purpose of the amendments was (i) to increase the
number of shares of Class A Common stock approved for issuance from
400,000 to 500,000, (ii) to delegate to Barry Baker the authority to
grant certain options, (iii) to lengthen from two years to three the
period after date of grant before options become exercisable, (iv) and
to provide immediate termination and three year ratable vesting of
options in certain circumstances. In connection with the River City
acquisition, the Company granted 287,000 options to key management
employees at an exercise price of $37.75, the fair market value at the
date of grant.
6. OTHER ACQUISITIONS:
In July 1995, the Company exercised its option to purchase the license and
non-license assets of the television station WSMH in Flint, Michigan for an
option exercise price of $1.0 million. In February 1996, the Company consummated
the acquisition for a purchase price of $35.4 million at which time the balance
due of $34.4 million was paid from the Company's existing cash balance. The
transaction was recorded as a purchase, whereby the assets and liabilities were
recorded at fair value as determined by an independent appraisal.
In March 1996, the Company entered into an agreement to acquire the outstanding
stock of Superior Communications, Inc. (Superior) which owns the license and
non-license assets of the television station KOCB in Oklahoma City, Oklahoma and
WDKY in Lexington, Kentucky. In May 1996, the Company consummated the
acquisition for a purchase price of approximately $63.0 million utilizing
existing cash balances and indebtedness under the Company's Bank Credit
Agreement of $3.1 million and $59.9 million respectively. The transaction was
recorded as a purchase, whereby the assets and liabilities were recorded at fair
value as determined by an independent appraisal.
In January 1996, the Company entered into a purchase agreement to acquire the
license and non-license assets of the television station WYZZ in Peoria,
Illinois. In July 1996, the Company consummated the acquisition for a purchase
price of approximately $21.1 million utilizing cash and indebtedness under the
Bank Credit Agreement of $1.0 million and $20.1 million, respectively. The
transaction was recorded as a purchase, whereby the assets and liabilities were
recorded at fair value as determined by an independent appraisal.
In July 1996, the Company acquired the license and non-license assets of the
television station KSMO in Kansas City, Missouri. At closing, the Company made
$10.0 million in cash payments utilizing indebtedness under its Bank Credit
Agreement. The transaction was recorded as a purchase, whereby the assets and
liabilities were recorded at fair value as determined by an independent
appraisal.
10
<PAGE>
In August 1996, the Company acquired the license and non-license assets of the
television station WSTR in Cincinnati, Ohio. At closing, the Company made a net
cash payment of $8.7 million utilizing indebtedness under its Bank Credit
Agreement. The transaction was recorded as a purchase, whereby the assets and
liabilities were recorded at fair value as determined by an independent
appraisal.
7. REGISTRATION STATEMENTS:
In September 1996, the Company filed and in November 1996 obtained effectiveness
of a registration statement on Form S-3 with the Securities and Exchange
Commission with respect to the sale by certain selling stockholders of 5,564,253
shares of Class A Common Stock. These shares represent 4,181,818 shares of Class
A Common Stock issuable upon conversion of Series B Preferred Stock and
1,382,435 shares of Class A Common Stock issuable upon exercise of options held
by Barry Baker.
In September 1996, the Company filed a registration statement on Form S-3 with
the Securities and Exchange Commission with respect to the sale of up to
5,750,000 shares of Class A Common Stock by the Company, and subsequently
amended the registration statement to increase the number of shares that may be
sold by the Company to 5,937,500 shares and to cover the sale of 1,250,000
shares by certain selling stockholders. On November 1, 1996, the Company
announced that it was withdrawing the offering and that it intended to
reconsider an offering in the future when market conditions are more favorable.
The Company also announced that it was considering purchasing outstanding shares
of its Class A Common Stock pursuant to previous authorization by the Board of
Directors.
11
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The matters discussed in this report include forward-looking statements. Such
statements are subject to a number of risks and uncertainties, such as the
impact of changes in national and regional economies, successful integration of
acquired television and radio stations (including achievement of synergies and
cost reductions), pricing fluctuations in local and national advertising and
volatility in programming costs. Additional risk factors regarding the Company
are set forth in the registration statement on Form S-3 filed with the
Securities and Exchange Commission on September 18, 1996 (as amended).
The following information should be read in conjunction with the unaudited
consolidated financial statements and notes thereto included in this Quarterly
Report and the audited financial statements and Management's Discussion and
Analysis contained in the Company's Form 10-K for the fiscal year ended December
31, 1995.
RESULTS OF OPERATIONS (amounts in thousands except for per share data)
The following table sets forth certain operating data for comparison of the of
three months and the nine months ended September 30, 1995 to the three months
and the nine months ended September 30, 1996.
<TABLE>
<CAPTION>
Three Months Nine Months Ended
September 30, September 30, September 30, September 30,
1995 1996 1995 1996
----------- --------- ---------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net broadcast revenues $ 45,442 $ 102,013 $ 134,166 $ 219,352
Barter revenues 4,735 8,266 12,885 17,837
----------- --------- ---------- -----------
Total revenues 50,177 110,279 147,051 237,189
----------- --------- ---------- -----------
Operating expenses excluding depreciation,
amortization and deferred compensation 20,689 53,242 59,420 106,068
Deferred compensation - 117 - 623
Depreciation and amortization 20,277 36,399 59,078 81,892
----------- --------- ---------- -----------
Broadcast operating income 9,211 20,521 28,553 48,606
Interest expense (8,652) (29,001) (28,307) (56,647)
Interest and other income 692 652 1,974 3,824
----------- --------- ---------- -----------
Net income(loss) before provision for income taxes 1,251 (7,828) 2,220 (4,217)
Income tax (provision) benefit (983) 4,500 (1,445) 2,400
----------- --------- ---------- -----------
Net income (loss) before extraordinary item 268 (3,328) 775 (1,817)
Extraordinary item-loss on early extinguishment
of debt, net of tax benefit of $3,142 (5,126) - (5,126) -
----------- --------- ---------- -----------
Net loss $ (4,858) $ (3,328) $ (4,351) $ (1,817)
=========== ========= ========== ===========
Net income (loss) per common share,
before extraordinary item $ 0.01 $ (0.10) $ 0.02 $ (0.05)
=========== ========= ========== ===========
Net loss per common share,
after extraordinary item $ (0.14) $ (0.10) $ (0.14) $ (0.05)
=========== ========= ========== ===========
Weighted average shares outstanding 34,750 34,750 31,325 34,750
=========== ========= ========== ===========
OTHER DATA:
Broadcast cash flow (a) $ 26,523 $ 52,776 $ 76,994 $ 117,855
Broadcast cash flow margin 58.4% 51.7% 57.4% 53.7%
Operating cash flow (b) $ 24,687 $ 49,807 $ 72,972 $ 111,820
Operating cash flow margin 54.3% 48.8% 54.4% 51.0%
After tax cash flow (c) $ 15,744 $ 25,958 $ 45,194 $ 61,397
After tax cash flow per share (d) $ 0.45 $ 0.75 $ 1.44 $ 1.77
Program contract payments $ 4,801 $ 7,230 $ 14,659 $ 19,301
Corporate expense $ 1,836 $ 2,969 $ 4,022 $ 6,035
</TABLE>
12
<PAGE>
(a) "Broadcast cash flow" is defined as broadcast operating income plus
corporate expenses, deferred compensation, depreciation and amortization,
including both tangible and intangible assets and program rights, less cash
payments for program rights. Cash program payments represent cash payments
made for current program payable and do not necessarily correspond to
program usage. The Company has presented broadcast cash flow data, which
the Company believes is comparable to the data provided by other companies
in the industry, because such data are commonly used as a measure of
performance for broadcast companies. However, broadcast cash flow does not
purport to represent cash provided by operating activities as reflected in
the Company's consolidated statements of cash flows, and is not a measure
of financial performance under generally accepted accounting principles and
should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.
(b) "Operating cash flow" is defined as broadcast cash flow less corporate
expenses and is a commonly used measure of performance for broadcast
companies. Operating cash flow does not purport to represent cash provided
by operating activities as reflected in the Company's consolidated
statements of cash flows, is not a measure of financial performance under
generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.
(c) "After tax cash flow" is defined as net income (loss) before extraordinary
items plus depreciation and amortization (including film amortization),
less program contract payments, plus non-cash deferred compensation expense
and special bonuses paid to executive officers. After tax cash flow is
presented here not as a measure of operating results and does not purport
to represent cash provided by operating activities. After tax cash flow
should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.
(d) "After tax cash flow per share" is defined as after tax cash flow divided
by weighted average shares outstanding.
Total revenues increased to $110.3 million for the three months ended September
30, 1996 from $50.2 million for the three months ended September 30, 1995, or
119.7%. When excluding the effects of non-cash barter transactions, net
broadcast revenues for the three months ended September 30, 1996 increased by
124.5% over the three months ended September 30, 1995. Total revenues increased
to $237.2 million for the nine months ended September 30, 1996 from $147.1
million for the nine months ended September 30, 1995, or 61.3%. When excluding
the effects of non-cash barter transactions, net broadcast revenues for the nine
months ended September 30, 1996 increased by 63.5% over the nine months ended
September 30, 1995. These increases in broadcast revenues were primarily the
result of acquisitions and LMA transactions consummated by the Company in 1995
and during the first nine months of 1996 (collectively, the "Acquisitions"), as
well as growth in television broadcast revenue.
Operating expenses excluding depreciation and amortization increased from $20.7
million for the three months ended September 30, 1995 to $53.2 million for the
three months ended September 30, 1996, or 157.0%. Operating expenses excluding
depreciation and amortization increased from $59.4 million for the nine months
ended September 30, 1995 to $106.1 million for the nine months ended September
30, 1996, or 78.6%. These increases in expenses for the three months and the
nine months ended September 30, 1996 as compared to the three months and the
nine months ended September 30, 1995 were largely attributable to operating
costs associated with the acquisitions, an increase in LMA fees resulting from
LMA transactions and an increase in corporate overhead expenses.
Broadcast operating income increased from $9.2 million for the three months
ended September 30, 1995 to $20.5 million for the three months ended September
30, 1996, or 122.8%. Broadcast operating income increased from $28.6 million for
the nine months ended September 30, 1995 to $48.6 million for the nine months
ended September 30, 1996, or 69.9%. The increase in broadcast operating income
for the three months ended September 30, 1996 as compared to the three months
ended September 30, 1995 and the nine months ending September 30, 1996 as
compared to the nine months ended September 30, 1995 is primarily attributable
to the Acquisitions. Interest expense increased from $8.7 million for the three
months ended September 30, 1995 to $29.0 million for the three months ended
September 30, 1996, or 233.3%. Interest expense increased from $28.3 million for
the nine months ended September 30, 1995 to $56.6 million for the nine months
ended September 30, 1996, or 100.0%. Interest expense increases for the nine
months and the three months ended September 30, 1996 primarily related to senior
bank indebtedness incurred by the Company to finance the River City acquisition
and other Acquisitions.
13
<PAGE>
Interest and other income decreased to $652 thousand for the three months ended
September 30, 1996 from $692 thousand for the three months ended September 30,
1995, or 5.8%. Interest and other income increased to $3.8 million for the nine
months ended September 30, 1996 from $2.0 million for the nine months ended
September 30, 1995 or 90.0% The decrease for the three months ended September
30, 1996 is primarily due to lower cash balances and related interest income as
a result of the Acquisitions. The increase for the nine months ended September
30, 1996 primarily resulted from the increase in interest income on cash
balances that remained from the Company's public debt offering in August 1995
until February 1996 when the Company made a $34.4 million payment relating to
the WSMH acquisition and April 1996 when the Company made a $60 million down
payment relating to the River City Acquisition.
Income tax benefit increased from $2.2 million for the three months ended
September 30, 1995 to $4.5 million for the three months ended September 30,
1996. Income tax benefit increased from $1.7 million for the nine months ended
September 30, 1995 to $2.4 million for the nine months ended September 30, 1996.
The increase for the three and nine months ended September 30,1996 as compared
to the three and nine months ended September 30, 1995 primarily relates to the
increase in pre-tax loss between periods and book and tax differences
attributable to the acquisitions since July 1, 1995.
The deferred tax asset decreased from $21.0 million at December 31, 1995 to $9.8
million as of September 30, 1996 and the effective tax rate increased from 28%
for the nine months ended September 30, 1995 to 57% for the nine months ended
September 30, 1996. The decrease in the Company's deferred tax asset from
December 31, 1995 as compared to the tax asset at September 30, 1996 and the
increase in the Company's effective tax rate for the period ended September 30,
1996 as compared to the year ended September 30, 1995 is primarily due to the
Company's acquisition of all of the outstanding stock of Superior
Communications, Inc. in March 1996 and resulting differences between book and
tax basis of the underlying assets.
Net loss for the three months ended September 30, 1996 was $3.3 million or $0.10
per share compared to net income of $268 thousand or $0.01 per share for the
three months ended September 30, 1995 before the extraordinary loss on early
extinguishment of debt. Net loss for the nine months ended September 30, 1996
was $1.8 million or $0.05 per share compared to net income of $775 thousand or
$0.02 per share for the nine months ended September 30, 1995 before the
extraordinary loss.
Broadcast cash flow increased to $52.8 million for the three months ended
September 30, 1996 from $26.5 million for the three months ended September 30,
1995, or 99.2%. Broadcast cash flow increased to $117.9 million for the nine
months ended September 30, 1996 from $77.0 million for the nine months ended
September 30, 1995, or 53.1%. The increases in broadcast cash flow for the three
months and the nine months ended September 30, 1996 as compared to the three
months and the nine months ended September 30, 1995 primarily resulted from the
Acquisitions. The Company's broadcast cash flow margin decreased from 58.4% for
the three months ended September 30, 1995 to 51.7% for the three months ended
September 30, 1996. The Company's broadcast cash flow margin decreased from
57.4% for the nine months ended September 30, 1995 to 53.7% for the nine months
ended September 30, 1996. Decrease in broadcast cash flow margins for the three
months and the nine months ended September 30, 1996 as compared to the three
months and the nine months ended September 30, 1995 primarily resulted from
operating cost structures at certain of the acquired stations where the
Company's operating methods have not been fully implemented.
Operating cash flow increased to $49.8 million for the three months ended
September 30, 1996 from $24.7 million for the three months ended September 30,
1995, or 101.6%. Operating cash flow increased to $111.8 million for the nine
months ended September 30, 1996 from $73.0 million for the nine months ended
September 30, 1995, or 53.2%. The increases in operating cash flow for the three
months and the nine months ended September 30, 1996 as compared to the three
months and the nine months ended September 30, 1995 resulted from the
Acquisitions. The Company's operating cash flow margin decreased from 54.3% for
the three months ended September 30, 1995 to 48.8% for the three months ended
September 30, 1996. The Company's operating cash flow margin decreased from
54.4% for the nine months ended September 30, 1995 to 51.0% for the nine months
ended September 30, 1996. Decrease in operating cash flow margins for the three
months and the nine months ended September 30, 1996 as compared to the three
months and the nine months ended September 30, 1995 primarily resulted from
operating cost structures at certain of the acquired stations where the
Company's operating methods have not been fully implemented.
After tax cash flow increased from $15.7 million for the three months ended
September 30, 1995 to $26.0 million for the three months ended September 30,
1996, or 65.6%. After tax cash flow increased from $45.2 million for the nine
months ended September 30, 1995 to $61.4 million for the nine months ended
September 30, 1996, or 35.8%. The increases in after tax cash flow for the three
months and the nine months ended September 30, 1996 as compared to the three
months and the nine months ended September 30, 1995 primarily resulted from the
Acquisitions and internal growth, offset by interest expense on the debt
incurred to consummate the Acquisitions.
14
<PAGE>
Liquidity and Capital Resources
The capital structure of the Company consists of the Company's outstanding
long-term debt and stockholders' equity. The stockholders' equity consists of
common stock, additional paid in capital and accumulated deficit. The Company's
decrease in cash from $112.5 million at December 31, 1995 to $1.7 million at
September 30, 1996 primarily resulted from cash payments made relating to
Acquisitions and repayments of bank debt. As of October 31, 1996, approximately
$131.5 million was available for draws under the Bank Credit Agreement.
In September 1996, the Company filed a registration statement on Form S-3 with
the Securities and Exchange Commission with respect to the sale of up to
5,750,000 shares of Class A Common Stock by the Company, and subsequently
amended the registration statement to increase the number of shares that may be
sold by the Company to 5,937,500 shares and to cover the sale of 1,250,000
shares by certain selling stockholders. On November 1, 1996, the Company
announced that it was withdrawing the offering and that it intended to
reconsider an offering in the future when market conditions are more favorable.
The Company also announced that it was considering purchasing up to $20 million
of its currently outstanding Class A Common Stock. The Company had previously
announced that it intends to offer up to $200 million aggregate liquidation
preference of preferred stock. The Company continues to intend to make such an
offering depending on market conditions, but there can be no assurance as to the
timing of such an offering or whether such an offering will in fact be
consummated. The Company intended to use the proceeds of the offering of common
or preferred stock to reduce indebtedness under the Bank Credit Agreement. The
Company believes that capital and liquidity requirements can be met through its
borrowing capacity and cash flows from operations whether or not it completes an
offering of either common or preferred stock.
Net cash flows from operating activities decreased from $34.5 million for the
nine months ended September 30, 1995 to $12.9 million for the nine months ended
September 30, 1996. The Company made income tax payments of $7.7 million during
the nine months ended September 30, 1995 compared to $6.8 million for the nine
months ended September 30, 1996 due to anticipated tax benefits generated by its
1996 Acquisitions. The Company made interest payments on outstanding
indebtedness of $23.3 million during the nine months ended September 30, 1995
compared to $62.6 million for the nine months ended September 30, 1996 due to
the additional interest expense relating to the Company's public debt offering
in August 1995 and indebtedness incurred to finance the River City acquisition.
Program rights payments increased from $14.7 million for the nine months ended
September 30, 1995 to $19.3 million for the nine months ended September 30,
1996, primarily as a result of the acquisitions. The Company also made a $20.0
million payment of debt acquisition costs relating to the financing required to
consummate the River City and KRRT acquisitions.
Net cash flows used in investing activities was $109.8 million for the nine
months ended September 30, 1995 compared to $995.0 million for the nine months
ended September 30, 1996. During February 1996, the Company purchased the
license and non-license assets of WSMH for $35.4 million at which time the
balance due to the seller of $34.4 million was paid from the Company's existing
cash balance. In January 1996, the Company made a cash payment of $1.0 million
relating to the acquisition of the license and non-license assets of WYZZ. In
July 1996, the Company consummated the acquisition for a purchase price of
approximately $21.1 million, utilizing cash and indebtedness under its Bank
Credit Agreement of $1.0 million and $20.1 million, respectively. In May 1996,
the Company purchased the outstanding stock of Superior Communications, Inc.
(Superior) and made cash payments totaling $63.5 million relating to the
transaction. Also in May 1996, the Company acquired certain non-license assets
of River City and KRRT and made related cash payments totaling $816.4 million
and $29.5 million respectively. In July 1996, the Company purchased the license
and non-license assets of KSMO and made net cash payments totaling $10.0 million
utilizing indebtedness under its Bank Credit Agreement. In August 1996, the
Company purchased the license and non-license assets of WSTR and made net cash
payments totaling $8.7 million utilizing indebtedness under its Bank Credit
Agreement. In September 1996, the Company exercised its options to acquire
certain FCC licenses relating to the River City acquisition for a cash payment
of $6.9 million by utilizing indebtedness under the Bank Credit Agreement.
Net cash flows from financing activities was $177.8 million for the nine months
ended September 30, 1995 compared to $871.3 million for the nine months ended
September 30, 1996. In May 1996, the Company utilized available indebtedness of
$63 million for the acquisition of Superior and simultaneously repaid
indebtedness of $25.0 million. Also in May 1996, the Company utilized available
indebtedness of $835.0 for the acquisition of the non license assets of River
City and KRRT and simultaneously repaid indebtedness of $36.0 million. In July
1996, the Company utilized available indebtedness under its Bank Credit
Agreement totaling $30.6 million for the acquisitions of WYZZ and KSMO. In
August 1996, the Company utilized available indebtedness totaling $9.9 million
for the acquisition of WSTR. In September 1996, the Company utilized
indebtedness of $7.0 million to exercise its options to acquire certain FCC
licenses relating to the River City acquisition.
15
<PAGE>
Part II. Other Information
ITEM 1. LEGAL PROCEEDINGS
A petition was filed with the Federal Communications Commission on August 16,
1996 by First Media Television, L.P. (First Media) to deny the application for
assignment of the license for WFBC in Anderson, South Carolina from River City
to Glencairn, Ltd. (Glencairn) and a separate petition to deny the application
for assignment of the license for WLOS in Ashville, North Carolina from River
City to the Company was filed by First Media on October 7, 1996. The Company
currently provides programming to WFBC pursuant to a local marketing agreement
(LMA) with River City and intends to provide programming to WFBC pursuant to an
LMA with Glencairn after acquisition of the license assets of WFBC by Glencairn.
The petitions claim that the acquisition of the license of WFBC by Glencairn
would violate the FCC's cross-interest policy in light of the Company's LMA with
and option to acquire the license assets of WLOS and in light of the equity
interest in Glencairn held by relatives of the controlling stockholders of the
Company. In addition, informal objections have been made by Post-Newsweek
Stations, San Antonio, Inc. (Post-Newsweek) (filed August 21, 1996) and by
Harte-Hanks Television, Inc. (filed August 29, 1996) to the application to
assign the license of KRRT in Kerrville, Texas to Glencairn, and on October 7,
1996 Post-Newsweek filed a petition to deny the application to assign the
license of KABB in San Antonio to the Company. Although the specific nature of
the informal objections against the KRRT application are unclear, the objections
generally raise questions concerning the cross-interest policy as it relates to
LMAs between Glencairn and Sinclair. The petition to deny the KABB application
claims that the acquisition of the license of KABB by the Company and the
acquisition of the license of KRRT by Glencairn would violate the FCC's
cross-interest policy in light of the Company's LMA with KRRT and in light of
the equity interest in Glencairn held by relatives of the Controlling
Stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Letter Agreement dated August 20, 1996 between Sinclair Broadcast
Group, Inc., River City Broadcasting, L.P. and Fox Broadcasting Company.
(Confidential treatment has been requested. The copy filed omits the
information subject to a confidentiality request.)
27 Financial Data Schedule
16
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SINCLAIR BROADCAST GROUP, INC.
by: /s/ David B. Amy
-----------------------------
David B. Amy
Chief Financial Officer
Principal Accounting Officer
17
<PAGE>
Exhibit Index
10.1 Letter Agreement dated August 20, 1996 between Sinclair Broadcast
Group, Inc., River City Broadcasting, L.P. and Fox Broadcasting Company.
(Confidential treatment has been requested. The copy filed omits the
information subject to a confidentiality request.)
27 Financial Data Schedule
<PAGE>
Portions of this exhibit have been omitted pursuant to a
request for confidential treatment. The omitted portions, marked by an * and [],
have been separately filed with the Commission.
The information below marked with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
file with the Commission.
August 20, 1996
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, Maryland 21211
River City Broadcasting, L.P.
1215 Cole Street
St. Louis, Missouri 63106
Ladies and Gentlemen:
The purpose of this letter (the "Letter Agreement") is to
confirm, clarify and supplement the commitments of Fox Broadcasting Company
("FBC"), Fox Children's Network, Inc.("FCN"), Sinclair Broadcast Group, Inc.,
Sinclair Communications, Inc., and each of its subsidiaries (together with
Sinclair Broadcast Group, Inc., "Sinclair") and Cunningham Communications, Inc.
set forth in a letter agreement dated November 4, 1994 (the "November 1994
Agreement") and to extend those understandings to apply to certain other
FBC-and/or FCN-affiliated stations that are owned, operated or under contract to
be acquired or operated by Sinclair. These understandings also shall be
reflected in amendments or modifications to the FBC and/or FCN affiliation
agreements for the affected stations (collectively, the "Affiliation Agreements"
and each an "FBC Affiliation Agreement" or "FCN Affiliation Agreement").
Accordingly, we agree as follows:
GENERAL UNDERSTANDINGS AND AGREEMENTS
1. [*]
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
2. FBC and Sinclair reaffirm their commitment to undertake the
obligations set forth in each of the Affiliation Agreements and in Paragraph 1
of the "General Matters" Section of the November 1994 Agreement for each station
set forth in Schedule A and River City Broadcasting, L.P. ("River City") agree
to undertake such obligations with respect to [*]
All such stations listed in Schedule A are hereinafter
referred to as the "Stations." Sinclair and River City acknowledge and agree
that in-pattern clearance of FBC and FCN programming is critically important to
FBC and FCN and agree to act in good faith to fulfill their obligations as set
forth in the respective Affiliation Agreements to clear in pattern all FBC and
FCN programming on the Stations, subject only to the preemption rights set forth
in Paragraph 11 of the FBC and FCN Affiliation Agreements or as otherwise
provided for herein. Except as otherwise provided herein, Sinclair and River
City further reaffirm the requirement in the existing FBC/FCN Agreements and
specifically commit to clear in pattern on the Stations all new FBC and FCN
programming that is rolled out during the terms of the Affiliation Agreements
("New Programming") as soon as reasonably possible after such New Programming is
offered by FBC or FCN but no later than [*] following receipt of
written notice from FBC or FCN regarding the roll-out of any such New
Programming.
3. Except as expressly set forth in Schedule B hereto (with respect to
FBC programming) and Schedule C hereto (with respect to FCN programming),
Sinclair and River City confirm that neither Sinclair nor River City has any
obligation or commitment that would interfere or conflict with in-pattern
clearance on the Stations of existing or announced FBC or FCN programming, which
announced programming is set forth on Schedule D hereto, and that all agreements
that require Sinclair or River City to broadcast programming in time periods
that conflict with in-pattern clearance of existing or announced FBC or FCN
programming shall be permitted to expire on the earliest possible dates under
such agreements without renewal or extension by Sinclair or River City, unless
any such renewal or extension would not conflict with in-pattern clearances of
any FBC or FCN programming.
4. Except as otherwise specifically set forth herein, the Affiliation
Agreements for each of the Stations shall be amended or replaced to (a) provide
for a new five-year term commencing as of the date hereof (the "Commencement
Date") and (b) give [*] right to renew all such agreements for an
additional period of five years [*]
; provided however, that FBC shall be required to notify
Sinclair in writing of its intent to renew [*]. If FBC elects to renew the
agreements, it shall be required to renew all such
2
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
agreements for each of the Stations that remain owned and/or operated by
Sinclair at the time; provided, however, in the event that any of the Stations
owned and/or operated by Sinclair has materially breached its Affiliation
Agreement and continued such breach after written notification of the breach by
FBC beyond the applicable cure period provided for in the Affiliation Agreement,
FBC shall have the right to renew selectively any or all of the Affiliation
Agreements. [*]
5. Each of the stations shall be required to clear the FCN afternoon
block in pattern from 3:00 to 5:00 p.m. except as otherwise specified in
Schedule C. [*]
6. The parties hereto acknowledge and agree that each would have no
adequate remedy at law if the other party were to fail to fulfill the
obligations undertaken and confirmed herein, and that the right to specific
performance is essential to protect each party's rights and interests hereunder.
Accordingly, in addition to any other remedies that any party may have
hereunder, under the Affiliation Agreements, or at law or in equity, or
otherwise and notwithstanding any other provision hereof, each party shall have
the right to have all obligations, undertakings, agreements of the other party
under this Letter Agreement specifically performed by such other party and to
obtain an order or decree of such specific performance in any of the courts of
the United States or of any state or other political subdivision thereof.
7. Subject to the right specified above to seek an order of specific
performance of any provision hereof, any demand or claim shall be resolved by
arbitration. Specifically, in the event of any such claim or demand arising out
of this Letter Agreement or any modification or extension of this Letter
Agreement (including the question of whether any particular matter is arbitrable
hereunder) that cannot be resolved by the parties, the complaining party (the
"Complainant") shall serve upon the other party or parties to the controversy,
dispute or claim (the "Other Party") a written demand for arbitration stating
the substance of the controversy, dispute or claim and the contention of the
Complainant. The Complainant shall refer the dispute to the American Arbitration
Association ("AAA") to resolve all points of disagreement in accordance with the
AAA rules then in effect. The parties hereto agree to abide by all awards and
decisions rendered in the arbitration proceeding in accordance with the
foregoing, and all such awards and decisions may be filed, if necessary, by the
prevailing party with any court
3
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
having jurisdiction over the person or property of the other party as a basis
for judgment and the issuance of execution thereon. The parties acknowledge that
time is of the essence to the matters contained herein, and any arbitration
shall be conducted pursuant to expedited procedures. The fee of the
arbitrator(s) and related expenses of arbitration shall be apportioned among the
parties as determined by the arbitrator(s).
8. Paragraph 3 of the "General Matters" Section of the November 1994
Agreement is hereby deleted and replaced with the following:
During the current term or first renewal term (both as provided
for in paragraph 4 hereof) of any FBC or FBC/FCN Affiliation
Agreement for [*]
However, FBC and its related entities shall
not be restricted in any manner from acquiring any interest in
any station, including stations located in markets in which
Sinclair operates FBC or FCN affiliates; provided, however, if
FBC, any affiliate, subsidiary or related companies of FBC or its
parent, or any other entities in which the foregoing have an
interest ("Fox") acquires all of, or a controlling ownership
interest in, another station in a market in which one of the
Stations specified in the preceding sentence is located and
determines to operate the station being acquired as an FBC
affiliate, FBC may terminate the affiliation of the affected
Sinclair Station only if FBC first offers Sinclair or its
designee in writing (accompanied by financials of the station
reasonably sufficient to enable Sinclair to perform a valuation)
the right to acquire Fox's interest (at a price which shall be
the fair market value of the station), and Sinclair rejects the
offer in writing. If Sinclair fails to respond to the offer
within thirty (30) days of receipt of Fox's notice, Sinclair
shall be deemed to have rejected the offer. If Sinclair wishes to
purchase the station, [*]
4
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
If Sinclair or its designee purchases the station, it shall
operate the station as an FBC affiliate pursuant to a
standard-form FBC Affiliation Agreement, to be effective at the
conclusion of any existing afiliation agreement for the station.
If Sinclair declines the offer, Fox may proceed with the
acquisition and then terminate the Affiliation Agreement.
9. [*]
AGREEMENTS WITH RESPECT TO INDIVIDUAL STATIONS
10. As soon as possible and no later than 60 days from the date hereof,
the parties shall amend or enter into new Affiliation Agreements for each
Station to reflect the understandings set forth herein. Failure to amend or
enter into such Affiliation Agreements shall not impair any such right, power or
privilege under this Letter Agreement or be construed as a waiver of any default
or acquiescence therein.
WBFF, Baltimore, Maryland ("WBFF")
11. [*]
5
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
12. Cunningham Communications, Inc. reaffirms its commitment set forth
in the November 1994 Agreement to make available to FBC during the term of the
WBFF FBC Affiliation Agreement space on the WBFF tower to accommodate two
microwave dishes (and related transmitter equipment space) and one small
television camera at a monthly rental fee of [*]. Such space shall be made
available to FBC within thirty (30) days of the date hereof. FBC shall give WBFF
the right to switch into the signal from the FBC camera for use on WBFF
telecasts at no cost to Sinclair.
WTTE, Columbus, Ohio ("WTTE")
13.[*]
14. [*]
15. [*]
WPGH-TV, Pittsburgh, Pennsylvania ("WPGH")
16. [*]
WDKY-TV, Danville, Kentucky ("WDKY")
17. Sinclair and FBC shall enter into a standard-form FBC/FCN
Affiliation Agreement, subject to such modifications as are necessary to reflect
the
6
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
terms of this agreement. The Agreement shall require WDKY to broadcast all New
Programming as soon as reasonably possible after such New Programming is
available but no later than [*] following receipt of written notice
from FBC or FCN regarding the roll-out of any such New Programming.
KDSM-TV, Des Moines, Iowa ("KDSM")
18. [*]
WYZZ-TV, Bloomington, Illinois ("WYZZ")
19. [*]
WSMH, Flint, Michigan ("WSMH")
20. Sinclair and FBC shall enter into a standard-form FBC/FCN
Affiliation Agreement, subject to such modifications as are necessary to reflect
the terms of this Agreement, which shall require WSMH to broadcast all New
Programming as soon as possible after such New Programming is available but no
later than [*] following receipt of written notice from FBC or FCN
regarding the roll-out of any such New Programming
21. [*]
7
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
WTTO, Birmingham, Alabama ("WTTO")
22. [*]
WTVZ, Norfolk, Virginia ("WTVZ") and WLFL, Raleigh, North Carolina
("WLFL")
23. Until expiration of the FBC Affiliation Agreements for each of WTVZ
and WLFL on August 31, 1998, Sinclair shall broadcast in pattern all New
Programming on each station as soon as reasonably possible after such New
Programming is offered by FBC but no later than [*] following receipt
of written notice from FBC or FCN regarding the roll-out of any such New
Programming; provided, however, [*]
Neither of these FBC Affiliation Agreements will be extended or renewed.
Notwithstanding the August 31, 1998 expiration of the FBC Affiliation
Agreements,
8
<PAGE>
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
each of WTVZ and WLFL shall remain entitled to receive their respective shares
of retransmission consent revenues throughout the period that the existing
retransmission consents remain in effect.
WTTA, St. Petersburg, Florida ("WTTA"), WCGV-TV, Milwaukee, Wisconsin
("WCGV") and KSMO-TV, Kansas City, Missouri ("KSMO")
24. The parties shall execute new FCN Affiliation Agreements for each
of these stations providing for five-year terms from the Commencement Date.
[*]
25. [*]
26. [*]
27. [*]
28. This Letter Agreement shall be binding on the successors and
permitted assigns of each of the parties hereto.
9
<PAGE>
If the foregoing is in accordance with our agreements and
understandings, please sign a copy of this Letter Agreement in the space
provided below.
Very truly yours,
FOX BROADCASTING COMPANY
By: /s/ Lan Corbi
------------------------
Lana Corbi, Executive Vice President
ACKNOWLEDGED AND AGREED:
SINCLAIR BROADCAST GROUP, INC.
By: /s/ David D. Smith
-------------------------------
David D. Smith, President of
Sinclair Broadcast Group, Inc.,
Sinclair Communications, Inc.
and each subsidiary thereof
ACKNOWLEDGED AND AGREED:
(For Purposes of the WBFF
Tower Rental Only)
CUNNINGHAM COMMUNICATIONS, INC.
By: /s/ David D. Smith
----------------------------
David D. Smith, President
ACKNOWLEDGED AND AGREED:
RIVER CITY BROADCASTING, L.P.
By:
---------------------------
Its General Partner
By: /s/ Barry Baker
------------------------
Barry Baker
10
<PAGE>
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