SINCLAIR BROADCAST GROUP INC, 10-Q filed on 10 May 22
v3.22.1
Cover - shares
3 Months Ended
Mar. 31, 2022
May 05, 2022
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2022  
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 2022  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   46,926,296
Class B Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   23,775,056
v3.22.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 521 $ 816
Accounts receivable, net of allowance for doubtful accounts of $7 as of both periods 620 1,245
Income taxes receivable 156 152
Prepaid sports rights 0 85
Prepaid expenses and other current assets 170 173
Total current assets 1,467 2,471
Property and equipment, net 715 833
Operating lease assets 152 207
Deferred tax assets 0 293
Restricted cash 0 3
Goodwill 2,088 2,088
Indefinite-lived intangible assets 150 150
Definite-lived intangible assets, net 1,075 5,088
Other assets 1,015 1,408
Total assets [1] 6,662 12,541
Current liabilities:    
Accounts payable and accrued liabilities 392 655
Current portion of notes payable, finance leases, and commercial bank financing 36 69
Current portion of operating lease liabilities 22 35
Current portion of program contracts payable 74 97
Other current liabilities 79 346
Total current liabilities 603 1,202
Notes payable, finance leases, and commercial bank financing, less current portion 4,362 12,271
Operating lease liabilities, less current portion 163 205
Program contracts payable, less current portion 17 21
Deferred tax liabilities 395 0
Other long-term liabilities 235 351
Total liabilities [1] 5,775 14,050
Commitments and contingencies (See Note 6)
Redeemable noncontrolling interests 184 197
Shareholders' equity:    
Additional paid-in capital 657 691
Retained earnings (accumulated deficit) 109 (2,460)
Accumulated other comprehensive loss (2) (2)
Total Sinclair Broadcast Group shareholders’ equity (deficit) 765 (1,770)
Noncontrolling interests (62) 64
Total equity (deficit) 703 (1,706)
Total liabilities, redeemable noncontrolling interests, and equity 6,662 12,541
Class A Common Stock    
Shareholders' equity:    
Common Stock 1 1
Class B Common Stock    
Shareholders' equity:    
Common Stock 0 0
Customer relationships, net    
Current assets:    
Definite-lived intangible assets, net 504 3,904
Other definite-lived intangible assets, net    
Current assets:    
Definite-lived intangible assets, net $ 571 $ 1,184
[1] Our consolidated total assets as of March 31, 2022 and December 31, 2021 include total assets of variable interest entities (VIEs) of $118 million and $217 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of March 31, 2022 and December 31, 2021 include total liabilities of VIEs of $17 million and $62 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 9. Variable Interest Entities.
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2022
Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts $ 7 $ 7
Assets [1] 6,662 12,541
Liabilities [1] 5,775 14,050
Consolidated VIEs    
Assets 118 217
Liabilities 26 72
Consolidated VIEs | Recourse    
Liabilities $ 17 $ 62
Class A Common Stock    
Common Stock, par value (in dollars per share) $ 0.01 $ 0.01
Common Stock, shares authorized (in shares) 500,000,000 500,000,000
Common Stock, shares issued (in shares) 47,934,815 49,314,303
Common Stock, shares outstanding (in shares) 47,934,815 49,314,303
Class B Common Stock    
Common Stock, par value (in dollars per share) $ 0.01 $ 0.01
Common Stock, shares authorized (in shares) 140,000,000 140,000,000
Common Stock, shares issued (in shares) 23,775,056 23,775,056
Common Stock, shares outstanding (in shares) 23,775,056 23,775,056
[1] Our consolidated total assets as of March 31, 2022 and December 31, 2021 include total assets of variable interest entities (VIEs) of $118 million and $217 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of March 31, 2022 and December 31, 2021 include total liabilities of VIEs of $17 million and $62 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 9. Variable Interest Entities.
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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Millions
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
REVENUES:    
Media revenues $ 1,275 $ 1,497
Non-media revenues 13 14
Revenue 1,288 1,511
OPERATING EXPENSES:    
Media programming and production expenses 758 1,023
Media selling, general and administrative expenses 220 213
Amortization of program contract costs 25 23
Non-media expenses 13 17
Depreciation of property and equipment 28 28
Corporate general and administrative expenses 47 61
Amortization of definite-lived intangible and other assets 93 125
Gain on deconsolidation of subsidiary (3,357) 0
Gain on asset dispositions and other, net of impairment (5) (14)
Total operating (gains) expenses (2,178) 1,476
Operating income (loss) 3,466 35
OTHER INCOME (EXPENSE):    
Interest expense including amortization of debt discount and deferred financing costs (115) (151)
Income from equity method investments 12 9
Other (expense) income, net (60) 124
Total other expense, net (163) (18)
Income before income taxes 3,303 17
INCOME TAX (PROVISION) BENEFIT (687) 9
NET INCOME 2,616 26
Net income attributable to the redeemable noncontrolling interests (4) (4)
Net income attributable to the noncontrolling interests (25) (34)
NET INCOME (LOSS) ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP $ 2,587 $ (12)
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:    
Basic earnings (loss) per share (in dollars per share) $ 35.85 $ (0.16)
Diluted earnings (loss) per share (in dollars per share) $ 35.84 $ (0.16)
Basic weighted average common shares outstanding (in shares) 72,164 74,389
Diluted weighted average common and common equivalent shares outstanding (in shares) 72,176 74,389
v3.22.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Statement of Comprehensive Income [Abstract]    
Net income $ 2,616 $ 26
Share of other comprehensive income of equity method investments 3 8
Comprehensive income 2,619 34
Comprehensive income attributable to the redeemable noncontrolling interests (4) (4)
Comprehensive income attributable to the noncontrolling interests (25) (34)
Comprehensive income (loss) attributable to Sinclair Broadcast Group $ 2,590 $ (4)
v3.22.1
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($)
$ in Millions
Total
Class A Common Stock
Class B Common Stock
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Loss
Noncontrolling Interests
BALANCE at Dec. 31, 2020 $ 190                
Increase (Decrease) in Temporary Equity                  
Distributions to noncontrolling interests, net (6)                
Net income (loss) 4                
BALANCE at Mar. 31, 2021 188                
BALANCE (in shares) at Dec. 31, 2020       49,252,671 24,727,682        
BALANCE at Dec. 31, 2020 (1,185)     $ 1 $ 0 $ 721 $ (1,986) $ (10) $ 89
Increase (Decrease) in Stockholders' Equity                  
Dividends declared and paid on Class A and Class B Common Stock (15)           (15)    
Class B Common Stock converted into Class A Common Stock (in shares)       510,000 (510,000)        
Class A Common Stock issued pursuant to employee benefit plans (in shares)       1,355,679          
Class A Common Stock issued pursuant to employee benefit plans 14         14      
Distributions to noncontrolling interests, net (30)               (30)
Other comprehensive income 8             8  
Net income (loss) 22           (12)   34
BALANCE (in shares) at Mar. 31, 2021       51,118,350 24,217,682        
BALANCE at Mar. 31, 2021 (1,186)     $ 1 $ 0 735 (2,013) (2) 93
BALANCE at Dec. 31, 2021 197                
Increase (Decrease) in Temporary Equity                  
Distributions to noncontrolling interests, net (1)                
Deconsolidation of subsidiary (16)                
Net income (loss) 4                
BALANCE at Mar. 31, 2022 184                
BALANCE (in shares) at Dec. 31, 2021   49,314,303 23,775,056 49,314,303 23,775,056        
BALANCE at Dec. 31, 2021 (1,706)     $ 1 $ 0 691 (2,460) (2) 64
Increase (Decrease) in Stockholders' Equity                  
Dividends declared and paid on Class A and Class B Common Stock $ (18)           (18)    
Repurchases of Class A Common Stock (in shares) (2,472,485)                
Repurchases of Class A Common Stock $ (68)         (68)      
Class A Common Stock issued pursuant to employee benefit plans (in shares)       1,092,997          
Class A Common Stock issued pursuant to employee benefit plans 34         34      
Distributions to noncontrolling interests, net (3)               (3)
Other comprehensive income 3             3  
Deconsolidation of subsidiary (151)             (3) (148)
Net income (loss) 2,612           2,587   25
BALANCE (in shares) at Mar. 31, 2022   47,934,815 23,775,056 47,934,815 23,775,056        
BALANCE at Mar. 31, 2022 $ 703     $ 1 $ 0 $ 657 $ 109 $ (2) $ (62)
v3.22.1
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
Class A Common Stock    
Dividends declared per share (in dollars per share) $ 0.25 $ 0.20
Dividends paid per share (in dollars per share) 0.25 0.20
Class B Common Stock    
Dividends declared per share (in dollars per share) 0.25 0.20
Dividends paid per share (in dollars per share) $ 0.25 $ 0.20
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2022
Mar. 31, 2021
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:    
Net income $ 2,616 $ 26
Adjustments to reconcile net income to net cash flows from (used in) operating activities:    
Amortization of sports programming rights 326 552
Amortization of definite-lived intangible and other assets 93 125
Depreciation of property and equipment 28 28
Amortization of program contract costs 25 23
Stock-based compensation 29 33
Deferred tax provision (benefit) 689 (3)
Gain on asset dispositions and other, net of impairment (5) (14)
Gain on deconsolidation of subsidiary (3,357) 0
Income from equity method investments (12) (9)
Loss (income) from investments 54 (123)
Distributions from investments 25 14
Sports programming rights payments (325) (607)
Rebate payments to distributors (15) (133)
Measurement adjustment loss on variable payment obligations 3 1
Change in assets and liabilities, net of acquisitions and deconsolidation of subsidiary:    
Decrease in accounts receivable 16 6
Increase in prepaid expenses and other current assets (99) (37)
Increase (decrease) in accounts payable and accrued and other current liabilities 5 (72)
Net change in net income taxes payable/receivable (3) (4)
Decrease in program contracts payable (26) (25)
Increase in other long-term liabilities (7) 0
Other, net 10 13
Net cash flows from (used in) operating activities 70 (206)
CASH FLOWS USED IN INVESTING ACTIVITIES:    
Acquisition of property and equipment (21) (20)
Spectrum repack reimbursements 1 14
Proceeds from sale of assets 4 28
Deconsolidation of subsidiary cash (315) 0
Purchases of investments (5) (49)
Distributions from investments 70 3
Other, net 0 (2)
Net cash flows used in investing activities (266) (26)
CASH FLOWS USED IN FINANCING ACTIVITIES:    
Proceeds from notes payable and commercial bank financing 0 6
Repayments of notes payable, commercial bank financing and finance leases (7) (26)
Repurchase of outstanding Class A Common Stock (68) 0
Dividends paid on Class A and Class B Common Stock (18) (15)
Dividends paid on redeemable subsidiary preferred equity (1) (4)
Distributions to noncontrolling interests, net (3) (30)
Distributions to redeemable noncontrolling interests 0 (2)
Other, net (5) (14)
Net cash flows used in financing activities (102) (85)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (298) (317)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period 819 1,262
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ 521 $ 945
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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2022
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. ("SBG" or 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, digital platforms, and, prior to Deconsolidation, as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC, regional sports networks. 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.

For the quarter ended March 31, 2022, we had two reportable segments for accounting purposes, broadcast and, prior to Deconsolidation, as defined below in Deconsolidation of Diamond Sports Intermediate Holdings LLC, local sports. The broadcast segment consists primarily of our 185 broadcast television stations in 86 markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements ("LMA"), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements ("JSA") and shared services agreements ("SSA")). These stations broadcast 634 channels as of March 31, 2022. For the purpose of this report, these 185 stations and 634 channels are referred to as "our" stations and channels. The local sports segment consisted primarily of our Bally Sports network brands ("Bally RSNs"), the Marquee Sports Network ("Marquee") joint venture and a minority equity interest in the Yankee Entertainment and Sports Network, LLC ("YES Network") through February 28, 2022. On March 1, 2022, the Bally RSNs, Marquee and YES Network were deconsolidated from the Company's financial statements. See Deconsolidation of Diamond Sports Intermediate Holdings LLC below. Through February 28, 2022, we refer to the Bally 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 in designated local viewing areas.
Principles of Consolidation
 
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, 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 9. 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.
Deconsolidation of Diamond Sports Intermediate Holdings LLC

On March 1, 2022, SBG's subsidiary Diamond Sports Intermediate Holdings, LLC, and certain subsidiaries (collectively "DSIH") completed a series of transactions (the “Transaction”) which are expected to provide DSIH with approximately $1 billion of liquidity enhancement over the next five years. As part of the Transaction, the governance structure of DSIH was modified including changes to the composition of its Board of Managers, resulting in the Company's loss of voting control. As a result, DSIH, whose operations represented the entirety of our local sports segment, was deconsolidated from the Company’s consolidated financial statements effective as of March 1, 2022 (the "Deconsolidation"). The consolidated statement of operations therefore includes two months of activity related to DSIH in the fiscal quarter ended March 31, 2022 prior to Deconsolidation. The assets and liabilities of DSIH are no longer included within the Company's consolidated balance sheets as of March 31, 2022. Any discussions related to results, operations, and accounting policies associated with DSIH are referring to the periods prior to Deconsolidation.

Upon Deconsolidation, the Company recognized a gain before income taxes of approximately $3,357 million, which is recorded within gain on deconsolidation of subsidiary in our consolidated statements of operations. Subsequent to Deconsolidation, the Company accounted for our equity ownership interest in DSIH under the equity method of accounting. See Note 3. Other Assets for more information.
Interim Financial Statements
 
The consolidated financial statements for the three months ended March 31, 2022 and 2021 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 (deficit) and redeemable noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.
 
As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the "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, 2021 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.
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 war in Ukraine and 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 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 adopted this guidance upon issuance and it did not have an impact on our consolidated financial statements.
In October 2021, the FASB issued guidance to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice. ASU 2021-08 requires that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the impact of this guidance, but do not expect a material impact on our consolidated financial statements.
Broadcast Television Programming

We have agreements with programming syndicators 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 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

DSIH has multi-year program rights agreements that provide DSIH with the right to produce and telecast professional live sports games within a specified territory in exchange for a rights fee. Prior to the Deconsolidation, a prepaid asset was recorded for rights acquired related to future games upon payment of the contracted fee. The assets recorded for the acquired rights were classified as current or non-current based on the period when the games were expected to be aired. Liabilities were recorded for any program rights obligations that had been incurred but not yet paid at period end. We amortized these rights as an expense over each season based upon contractually stated rates. Amortization was accelerated in the event that the stated contractual rates over the term of the rights agreement resulted in an expense recognition pattern that was inconsistent with the projected growth of revenue over the contractual term.

The National Basketball Association (“NBA”) and the National Hockey League (“NHL”) delayed the start of their 2020-2021 seasons until December 22, 2020 and January 13, 2021, respectively, and both leagues postponed games in the fourth quarter 2021 and rescheduled these games to be played in the first quarter 2022. The sports rights expense associated with these seasons was recognized over the modified term of these seasons.
Non-cash Investing and Financing Activities

Leased assets obtained in exchange for new operating lease liabilities were $5 million and $3 million for the three months ended March 31, 2022 and 2021, respectively. Leased assets obtained in exchange for new finance lease liabilities were $1 million for the three months ended March 31, 2022.
Revenue Recognition

The following table presents our revenue disaggregated by type and segment (in millions):
For the three months ended March 31, 2022BroadcastLocal sportsOtherEliminationsTotal
Distribution revenue$392 $433 $48 $— $873 
Advertising revenue282 44 68 (23)371 
Other media, non-media, and intercompany revenues47 18 (26)44 
Total revenues$721 $482 $134 $(49)$1,288 
For the three months ended March 31, 2021BroadcastLocal sportsOtherEliminationsTotal
Distribution revenue$361 $698 $50 $— $1,109 
Advertising revenue267 65 40 (1)371 
Other media, non-media, and intercompany revenues37 18 (29)31 
Total revenues$665 $768 $108 $(30)$1,511 

Distribution Revenue. We have agreements with multi-channel video programming distributors ("MVPD") and virtual MVPDs ("vMVPD," and together with MVPDs, "Distributors"). We generate distribution revenue through fees received from these 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.

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. We classify deferred revenue as either current in other current liabilities or long-term in other long-term liabilities in our consolidated balance sheets based on the timing of when we expect to satisfy our performance obligations. Deferred revenue was $230 million and $235 million as of March 31, 2022 and December 31, 2021, respectively, of which $159 million and $164 million, respectively, was reflected in other long-term liabilities in our consolidated balance sheets. Deferred revenue recognized during the three months ended March 31, 2022 and 2021, included in the deferred revenue balance as of December 31, 2021 and 2020, was $29 million and $17 million, respectively.

For the three months ended March 31, 2022, three customers accounted for 17%, 17%, and 14%, respectively, of our total revenues. For the three months ended March 31, 2021, three customers accounted for 20%, 19%, and 15%, respectively, of our total revenues. As of March 31, 2022, two customers accounted for 13% and 10%, respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.
Income Taxes

Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three months ended March 31, 2022 and 2021 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, current and cumulative losses, 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 interest expense carryforwards under the Internal Revenue Code ("IRC") Section 163(j) and a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies and projected future taxable income.

Our effective income tax rate for the three months ended March 31, 2022 approximated the statutory rate. Our effective income tax rate for the three months ended March 31, 2021 was less than the statutory rate primarily due to substantially magnified impact of discrete items as a result of low pre-tax income.

We do not believe that our liability for unrecognized tax benefits would be materially impacted, 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.
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. For the three months ended March 31, 2022, we repurchased approximately 2 million shares of Class A Common Stock for $68 million. As of March 31, 2022, the total remaining purchase authorization was $751 million. As of May 5, 2022, we repurchased an additional 1 million shares of Class A Common Stock, for $26 million since March 31, 2022. All shares were repurchased under an SEC Rule 10b5-1 plan.
Reclassifications
 
Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation.
v3.22.1
ACQUISITIONS AND DISPOSITIONS OF ASSETS
3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS AND DISPOSITIONS OF ASSETS ACQUISITIONS AND DISPOSITIONS OF ASSETS:
Broadcast Incentive Auction. In 2012, 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 March 2016, the FCC began the repacking process associated with the auction, in which the FCC reassigned some stations to new post-auction channels. We do not expect reassignment to new channels to have a material impact on our coverage. As part of that process, we 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 $1 million and $14 million for the three months ended March 31, 2022 and 2021, 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 $1 million for the three months ended March 31, 2022 and $4 million for the three months ended March 31, 2021.
v3.22.1
OTHER ASSETS
3 Months Ended
Mar. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER ASSETS OTHER ASSETS:
Other assets as of March 31, 2022 and December 31, 2021 consisted of the following (in millions):

 As of March 31,
2022
As of December 31,
2021
Equity method investments$135 $517 
Other investments505 567 
Note receivable163 — 
Post-retirement plan assets48 50 
Other164 274 
Total other assets$1,015 $1,408 

Equity Method Investments

We have a portfolio of investments, including our investment in the YES Network (prior to the Deconsolidation), our investment in DSIH (subsequent to the Deconsolidation), and also a number of entities that are primarily focused on the development of real estate and other non-media businesses. For the periods ended March 31, 2022 and December 31, 2021, only our investment in DSIH was individually significant for the period ended March 31, 2022.

YES Network Investment. Prior to the Deconsolidation, we accounted for our investment in the YES Network as an equity method investment, which was recorded within other assets in our consolidated balance sheets, and in which our proportionate share of the net income or loss generated by the investment was included within income from equity method investments in our consolidated statements of operations. We recorded income of $10 million and $13 million for the three months ended March 31, 2022 and 2021, respectively. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Diamond Sports Intermediate Holdings LLC. Subsequent to the Deconsolidation, we began accounting for our equity interest in DSIH under the equity method of accounting. As of March 1, 2022, we reflected the investment in DSIH at fair value, which was determined to be nominal. For the month ended March 31, 2022, the period we account for DSIH as an equity method investment, DSIH had net revenues, gross profit, operating loss, and net loss of $228 million, $9 million, $18 million, and $70 million, respectively. For the three months ended March 31, 2022 we recorded no equity method loss related to the investment because the carrying value of the investment is zero and the Company is not obligated to fund losses incurred by DSIH. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Other 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. Additionally, certain investments are measured at net asset value ("NAV").

As of March 31, 2022 and December 31, 2021, we held $324 million and $402 million, respectively, in investments measured at fair value and $171 million and $147 million, respectively, in investments measured at NAV. We recognized a fair value adjustment loss of $56 million and a fair value adjustment gain of $125 million for the three months ended March 31, 2022 and 2021, respectively, associated with these investments, which are reflected in other (expense) income, net in our consolidated statements of operations. As of March 31, 2022 and December 31, 2021, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $78 million and $81 million, respectively.

Investments accounted for utilizing the measurement alternative were $10 million, net of $7 million of cumulative impairments, as of March 31, 2022, and $18 million, net of $7 million of cumulative impairments, as of December 31, 2021. There were no adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for either the three months ended March 31, 2022 or 2021.
Note ReceivableOn November 5, 2021, the Company purchased and assumed the lenders’ and the administrative agent’s rights and obligations under the Accounts Receivable Securitization Facility (A/R Facility), held by Diamond Sports Finance SPV, LLC (DSPV), an indirect wholly-owned subsidiary of DSIH, by making a payment to the lenders equal to approximately $184 million, representing 101% of the aggregate outstanding principal amount of the loans under the A/R Facility, plus any accrued interest and outstanding fees and expenses. The maximum facility limit availability under the A/R Facility is $400 million and has a maturity date of September 23, 2024. Subsequent to the Deconsolidation, transactions related to the A/R Facility are no longer intercompany transactions and, therefore, are reflected in our consolidated financial statements. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies. As of March 31, 2022, the note receivable due to the Company is approximately $163 million which is recorded within other assets within our consolidated balance sheet.
v3.22.1
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:
Bank Credit Agreement

The bank credit agreement of Sinclair Television Group, Inc. ("STG"), a wholly owned subsidiary of the Company, (the "Bank Credit Agreement") includes a financial maintenance covenant, the first lien leverage ratio (as defined in the Bank Credit Agreement), which requires such ratio not to exceed 4.5x, measured as of the end of each fiscal quarter. As of March 31, 2022, the STG first lien leverage ratio was below 4.5x. Under the Bank Credit Agreement, a financial maintenance covenant is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the revolving credit facility, measured as of the last day of each fiscal quarter, is utilized under the revolving credit facility as of such date. Since there was no utilization under the revolving credit facility as of March 31, 2022, STG was not subject to the financial maintenance covenant under the Bank Credit Agreement. The Bank Credit Agreement contains other restrictions and covenants with which STG was in compliance as of March 31, 2022.

The debt of DSIH was deconsolidated from the Company's balance sheet as part of the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

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 and $3 million as of March 31, 2022 and December 31, 2021, respectively. Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $6 million as of both March 31, 2022 and December 31, 2021. See Note 10. Related Person Transactions.

Debt of variable interest entities and guarantees of third-party obligations

STG jointly, severally, unconditionally, and irrevocably guaranteed $38 million and $39 million of debt of certain third parties as of March 31, 2022 and December 31, 2021, respectively, of which $9 million, net of deferred financing costs, related to consolidated VIEs is included in our consolidated balance sheets both as of March 31, 2022 and December 31, 2021. These guarantees primarily relate to the debt of Cunningham Broadcasting Corporation (Cunningham) as discussed under Cunningham Broadcasting Corporation within Note 10. Related Person Transactions. The credit agreements and term loans of these VIEs each bear interest of LIBOR plus 2.50%. We have determined that, as of March 31, 2022, it is not probable that we would have to perform under any of these guarantees.
v3.22.1
REDEEMABLE NONCONTROLLING INTERESTS
3 Months Ended
Mar. 31, 2022
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").

Dividends accrued during the three months ended March 31, 2022 and 2021 were $3 million and $4 million, respectively, and are reflected in net income attributable to the 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. Dividends accrued during the three months ended March 31, 2022 were paid-in-kind and added to the liquidation preference, which was partially offset by certain required cash tax distributions.

The balance of the Redeemable Subsidiary Preferred Equity, net of issuance costs, was $184 million and $181 million as of March 31, 2022 and December 31, 2021, respectively.

Subsidiary Equity Put Right. 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 value of this redeemable noncontrolling interest was $16 million as of December 31, 2021. This redeemable noncontrolling interest was deconsolidated as part of the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
v3.22.1
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES:
Other Liabilities

Prior to the Deconsolidation, other liabilities included certain fixed payment obligations which were payable through 2027. As of December 31, 2021, $32 million and $71 million were recorded within other current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets. Interest expense of $1 million and $2 million was recorded for the three months ended March 31, 2022 and 2021, respectively. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Prior to the Deconsolidation, other liabilities included certain variable payment obligations which were payable through 2030. These contractual obligations were based upon the excess cash flow of certain Bally RSNs. As of December 31, 2021, $8 million and $23 million were recorded within other current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets. We recorded measurement adjustment losses of $3 million and $1 million for the three months ended March 31, 2022 and 2021, respectively, which are reflected in other (expense) income, net in our consolidated statements of operations. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
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 May 22, 2020, the FCC released an Order and Consent Decree pursuant to which the Company agreed to pay $48 million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture ("NAL") issued in December 2017 proposing a $13 million fine for alleged violations of the FCC's sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company's proposed acquisition of Tribune, 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.

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 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. On July 28, 2021, the FCC issued a forfeiture order in which the $0.5 million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the Commission released a Memorandum Opinion and Order and Order on Reconsideration, reaffirming the forfeiture order and dismissing (and in the alternative, denying) the Petition for Reconsideration. The Company is not a party to this forfeiture order; however, our consolidated financial statements include an accrual of additional expenses of $8 million for the above legal matters during the year ended December 31, 2021, 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 (the "DOJ"). This consent decree resolves the DOJ’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 the Company 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 DOJ 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. The Court denied the Defendants’ motion to dismiss on November 6, 2020. Since then, the Plaintiffs have served the Defendants with written discovery requests, and the Court has set a pretrial schedule which now requires discovery to be completed by December 30, 2022 and briefing on class certification to be completed by May 15, 2023. The Company believes the lawsuits are without merit and intends to vigorously defend itself against all such claims.
v3.22.1
EARNINGS PER SHARE
3 Months Ended
Mar. 31, 2022
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 
 March 31,
 20222021
Income (Numerator)  
Net income (loss)$2,616 $26 
Net income attributable to the redeemable noncontrolling interests(4)(4)
Net loss (income) attributable to the noncontrolling interests(25)(34)
Numerator for basic and diluted earnings (loss) per common share available to common shareholders$2,587 $(12)
Shares (Denominator)  
Basic weighted-average common shares outstanding72,164 74,389 
Dilutive effect of stock-settled appreciation rights and outstanding stock options12 — 
Diluted weighted-average common and common equivalent shares outstanding72,176 74,389 

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 
 March 31,
 20222021
Weighted-average stock-settled appreciation rights and outstanding stock options excluded2,545 1,703 
v3.22.1
SEGMENT DATA
3 Months Ended
Mar. 31, 2022
Segment Reporting [Abstract]  
SEGMENT DATA SEGMENT DATA:
 
During the period ended March 31, 2022, we measured segment performance based on operating income (loss). We have two reportable segments: broadcast and local sports. Our broadcast segment provides free over-the-air programming to television viewing audiences and includes stations in 86 markets located throughout the continental United States. Our local sports segment provided viewers with live professional sports content and included our Bally RSNs, Marquee, and our investment in the YES Network, prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC under Note 1. Nature of Operations and Summary of Significant Accounting Policies. Other and corporate are not reportable segments but are included for reconciliation purposes. Other primarily consists of original networks and content, including Tennis, non-broadcast digital and internet solutions, technical services, and other non-media investments. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location. All of our businesses are located within the United States.
Segment financial information is included in the following tables for the periods presented (in millions):
As of March 31, 2022BroadcastLocal sports (d)Other & CorporateEliminationsConsolidated
Assets$4,854 $— $1,808 (e)$— $6,662 

For the three months ended March 31, 2022BroadcastLocal sports (d)Other & CorporateEliminationsConsolidated
Revenue$721 (b)$482 $134 $(49)(a)$1,288 
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets60 54 (1)121 
Amortization of sports programming rights— 326 — — 326 
Amortization of program contract costs20 — — 25 
Corporate general and administrative expenses43 — 47 
Gain on deconsolidation of subsidiary — — (3,357)(c)— (3,357)
(Gain) loss on asset dispositions and other, net of impairment(5)— — — (5)
Operating income (loss)97 (4)3,372 3,466 
Interest expense including amortization of debt discount and deferred financing costs72 47 (5)115 
Income from equity method investments— 10 — 12 

For the three months ended March 31, 2021BroadcastLocal sportsOther & CorporateEliminationsConsolidated
Revenue$665 $768 $108 $(30)(a)$1,511 
Depreciation of property and equipment and amortization of definite-lived intangibles and other assets62 84 (1)153 
Amortization of sports programming rights— 552 — — 552 
Amortization of program contract costs21 — — 23 
Corporate general and administrative expenses55 — 61 
Gain on asset dispositions and other, net of impairment(14)— — — (14)
Operating income (loss)63 (41)13 — 35 
Interest expense including amortization of debt discount and deferred financing costs108 45 (3)151 
Income (loss) from equity method investments— 13 (4)— 
(a)Includes $24 million and $27 million for the three months ended March 31, 2022 and 2021, respectively, of revenue for services provided by broadcast to local sports and other, and $22 million for the three months ended March 31, 2022, of revenue for services provided by other to broadcast, which are eliminated in consolidation.
(b)Includes $5 million for the three months ended March 31, 2022 of revenue for services provided by broadcast to local sports, which are no longer treated as intercompany transactions subsequent to the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
(c)Represents the gain recognized on the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
(d)Represents the activity prior to the Deconsolidation on March 1, 2022. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
(e)Includes the note receivable due to the Company outstanding under the A/R facility of approximately $163 million. See Long Term Note Receivable within Note. 3 Other Assets.
v3.22.1
VARIABLE INTEREST ENTITIES
3 Months Ended
Mar. 31, 2022
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.

A subsidiary of DSIH is a 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 a prior acquisition, we became party to a joint venture associated with one other regional sports network. DSIH participated significantly in the economics and had the power to direct the activities which significantly impacted the economic performance of these regional sports networks, including sales and certain operational services. As of December 31, 2021, we consolidated these regional sports networks because they were variable interest entities and we were the primary beneficiary. As of March 1, 2022, as a result of the Deconsolidation, we no longer consolidate these regional sports networks. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

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 March 31,
2022
As of December 31,
2021
ASSETS  
Current assets:  
Cash and cash equivalents$— $43 
Accounts receivable, net47 83 
Prepaid sports rights— 
Other current assets
Total current assets50 132 
Property and equipment, net17 
Operating lease assets— 
Goodwill and indefinite-lived intangible assets15 15 
Definite-lived intangible assets, net45 47 
Other assets— 
Total assets$118 $217 
LIABILITIES  
Current liabilities:  
Other current liabilities$22 $62 
Long-term liabilities:  
Operating lease liabilities, less current portion— 
Program contracts payable, less current portion
Other long-term liabilities
Total liabilities$26 $72 
 
The amounts above represent the combined 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 $128 million and $127 million as of March 31, 2022 and December 31, 2021, 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 March 31, 2022, 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 obligations under Note 4. 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.

In conjunction with the Transaction, the composition of the DSIH board of managers was modified resulting in the Company’s loss of voting control over the entity. The Company holds substantially all of the equity of DSIH and provides certain management and general and administrative services to DSIH. However, it was determined that the Company is not the primary beneficiary because it lacks the ability to control the activities that most significantly drive the economics of the business. The carrying amount of our investment in DSIH is zero and there is no obligation for the Company to provide additional financial support. The Company is also party to an A/R facility which had an outstanding balance of approximately $163 million as of March 31, 2022. See Note Receivable within Note. 3 Other Assets. The amounts drawn under the A/R facility represent the Company’s maximum loss exposure
 
The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $171 million and $175 million as of March 31, 2022 and December 31, 2021, respectively, and are included in other assets in our consolidated balance sheets. See Note 3. Other Assets for more information related to our equity investments. 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 income from equity method investments and other (expense) income, net, respectively, in our consolidated statements of operations. We recorded gains of $20 million and losses of $4 million for the three months ended March 31, 2022 and 2021, respectively, related to these investments.
v3.22.1
RELATED PERSON TRANSACTIONS
3 Months Ended
Mar. 31, 2022
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 $2 million and $1 million for the three months ended March 31, 2022 and 2021, respectively. For further information, see Note 4. 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 months ended March 31, 2022 and 2021.

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 9. Variable Interest Entities, for further discussion of the scope of services provided under these types of arrangements. As of March 31, 2022, we have jointly and severally, unconditionally, and irrevocably guaranteed $36 million of Cunningham's debt, of which $7 million, net of $0.1 million deferred financing costs, relates to the Cunningham VIEs that we consolidate.
 
All of the non-voting stock of the Cunningham Stations 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 five-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 $58 million as of both March 31, 2022 and December 31, 2021. The remaining aggregate purchase price of these stations, net of prepayments, as of both March 31, 2022 and December 31, 2021, 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 $3 million for both the three months ended March 31, 2022 and 2021.

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 May 2023 and November 2029 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 $34 million and $36 million for the three months ended March 31, 2022 and 2021, respectively, 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 $0.5 million, which increases by 3% on each anniversary and expires in November 2024.

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 months ended March 31, 2022 and 2021.
 
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 payments received under these leases was $0.2 million for both the three months ended March 31, 2022 and 2021.

Diamond Sports Intermediate Holdings LLC

As of March 1, 2022, we account for our equity interest in DSIH as an equity method investment. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
Management Services Agreement. In 2019, we entered into a management services agreement with DSG, a wholly-owned subsidiary of DSIH, in which we provide DSG with affiliate sales and marketing services and general and administrative services. The contractual annual amount due from DSG for these services during the fiscal year ended December 31, 2022 is $75 million, which is subject to increases on an annual basis. Additionally, the agreement contains an incentive fee payable to us calculated based on certain terms contained within new or renewed distribution agreements with Distributors. As a condition to the Transaction, DSG will defer the cash payment of a portion of its management fee payable to the Company over the next five years. Pursuant to this agreement, the broadcast segment recorded $28 million of revenue for the three months ended March 31, 2022, of which $24 million was eliminated in consolidation prior to the Deconsolidation. We will not recognize the portion of deferred management fees as revenue until such fees are determined to be collectible.

Distributions. DSIH made distributions to DSH for tax payments on the dividends of the Redeemable Subsidiary Preferred Equity totaling $1 million during the three months ended March 31, 2022.

Note receivable. We received a payment of $50 million from DSPV during the three months ended March 31, 2022 related to the note receivable associated with the A/R facility.

During the three months ended March 31, 2022 we recorded both revenue and expenses of $1 million within other related to certain other transactions between DSIH and the Company.

Other equity method investees

YES Network. In August 2019, YES Network, which was an equity method investee prior to the Deconsolidation, 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 in both the three months ended March 31, 2022 and 2021. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

Prior to the Deconsolidation, we had a minority interest in certain mobile production businesses, which we accounted for as equity method investments. We made payments to these businesses for production services totaling $5 million and $8 million for the three months ended March 31, 2022 and 2021, respectively. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.

We have a minority interest in a sports marketing company, which we account for as an equity method investment. We made payments to this business for marketing services totaling $2 million and $3 million for the three months ended March 31, 2022 and 2021.

Sports Programming Rights

Prior to the Deconsolidation, affiliates of six professional teams had non-controlling equity interests in certain of our RSNs. The Company paid $61 million and $120 million, net of rebates, for the three months ended March 31, 2022 and 2021, respectively, under sports programming rights agreements covering the broadcast of regular season games associated with these professional teams. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
Employees

Jason Smith, an employee of the Company, is the son of Frederick Smith, a Vice President of the Company and a member of the Company's Board of Directors. Jason Smith received total compensation of $0.1 million, during the three months ended March 31, 2022, consisting of salary, and less than $0.1 million during the three months ended March 31, 2021, consisting of salary and bonus, and was granted 2,239 shares of restricted stock, vesting over two years, during the three months ended March 31, 2021. Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, Executive Vice President and Chief Human Resources Officer of the Company. Amberly Thompson received total compensation of less than $0.1 million for both the three months ended March 31, 2022 and 2021, consisting of salary and bonus. Edward Kim, an employee of the company, is the brother-in-law of Christopher Ripley, President and Chief Executive Officer of the Company. Edward Kim received total compensation of less than $0.1 million for both the three months ended March 31, 2022 and 2021, consisting of salary, and was granted 302 shares of restricted stock, vesting over two years, during the three months ended March 31, 2022.

Frederick Smith, a Vice President of the Company and a member of the Company’s Board of Directors, is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; J. Duncan Smith, a Vice President of the Company and Secretary of the Company’s Board of Directors; and Robert Smith, a member of the Company’s Board of Directors. Frederick Smith received total compensation of $0.2 million for both the three months ended March 31, 2022 and 2021, consisting of salary and bonus. J. Duncan Smith, a Vice President of the Company and Secretary of the Company’s Board of Directors, is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; Frederick Smith, a Vice President of the Company and a member of the Company’s Board of Directors; and Robert Smith, a member of the Company’s Board of Directors. J. Duncan Smith received total compensation of $0.2 million for both the three months ended March 31, 2022 and 2021, consisting of salary and bonus.
v3.22.1
FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2022
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 March 31, 2022As of December 31, 2021
 Carrying ValueFair ValueCarrying ValueFair Value
Level 1:
Investments in equity securities$$$$
STG:
Money market funds400 400 265 265 
Deferred compensation assets46 46 48 48 
Deferred compensation liabilities36 36 38 38 
DSG (a):
Money market funds— — 101 101 
Level 2:
Investments in equity securities (b)92 92 114 114 
STG (c):
5.875% Senior Notes due 2026 (d)
348 339 348 357 
5.500% Senior Notes due 2030
500 435 500 489 
5.125% Senior Notes due 2027
400 365 400 391 
4.125% Senior Secured Notes due 2030
750 670 750 712 
Term Loan B (d)379 373 379 373 
Term Loan B-21,268 1,229 1,271 1,239 
Term Loan B-3734 717 736 722 
DSG (a) (c):
12.750% Senior Secured Notes due 2026
— — 31 17 
6.625% Senior Unsecured Notes due 2027
— — 1,744 490 
5.375% Senior Secured Notes due 2026
— — 3,050 1,525 
Term Loan— — 3,226 1,484 
Debt of variable interest entities (c)
Debt of non-media subsidiaries (c)17 17 17 17 
Level 3
Investments in equity securities (e)226 226 282 282 
(a)The debt of DSG, a wholly-owned subsidiary of DSIH, was deconsolidated from the Company's balance sheet as part of the Deconsolidation. See Deconsolidation of Diamond Sports Intermediate Holdings LLC within Note 1. Nature of Operations and Summary of Significant Accounting Policies.
(b)Consists of unrestricted warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.
(c)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 $44 million and $158 million as of March 31, 2022 and December 31, 2021, respectively.
(d)In April 2022, the Term Loan B was refinanced and the 5.875% Senior Notes due 2026 were redeemed. See Note 13. Subsequent Events.
(e)On November 18, 2020, we entered into a commercial agreement with Bally's Corporation ("Bally's") and received warrants and options to acquire common equity in the business. During the three months ended March 31, 2022 and 2021 we recorded a fair value adjustment loss of $56 million and a fair value adjustment gain of $103 million, respectively, related to these interests. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity adjusted for a 16% discount for lack of marketability ("DLOM") as of March 31, 2022 and December 31, 2021, respectively. The fair value of the options is derived utilizing the Black Scholes valuation model. The most significant inputs include the trading price of the underlying common stock, the exercise price of the options, which range from $30 to $45 per share, and a DLOM of 16% as of March 31, 2022 and December 31, 2021, respectively. There are certain restrictions surrounding the sale and ownership of common stock and the Company has agreed not to sell any shares beneficially owned prior to the first anniversary of the agreement. The Company is also precluded from owning more than 4.9% of the outstanding common shares of Bally's, inclusive of shares obtained through the exercise of the warrants and options described above.
The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three months ended March 31, 2022 and 2021 (in millions):
Options and Warrants
Fair value at December 31, 2021$282 
Measurement adjustments(56)
Fair value at March 31, 2022$226 
Options and Warrants
Fair value at December 31, 2020$332 
Measurement adjustments103 
Fair value at March 31, 2021$435 
v3.22.1
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
3 Months Ended
Mar. 31, 2022
Condensed Financial Information Disclosure [Abstract]  
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:
 
STG is the primary obligor under the Bank Credit Agreement, 5.875% Notes, 5.125% Notes, 5.500% Notes, and 4.125% Secured Notes (collectively, the Notes are referred to as the "STG Notes"). Our Class A Common Stock and Class B Common Stock as of March 31, 2022, were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the STG Notes. As of March 31, 2022, our consolidated total debt, net of deferred financing costs and debt discounts, of $4,398 million included $4,381 million related to STG and its subsidiaries of which the Company guaranteed $4,344 million.
 
SBG, KDSM, LLC, a wholly-owned subsidiary of SBG, and STG’s wholly-owned subsidiaries (guarantor subsidiaries) have fully and unconditionally guaranteed, subject to certain customary automatic release provisions, all of STG’s obligations. Those guarantees are joint and several. There are certain contractual restrictions on the ability of SBG, STG, or KDSM, LLC to obtain funds from their subsidiaries in the form of dividends or loans.
 
The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and comprehensive income, and consolidated statements of cash flows of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG and the eliminations necessary to arrive at our information on a consolidated basis and are provided pursuant to the terms of certain of our debt agreements. Investments in the subsidiaries of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG are presented in each column under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these condensed consolidating financial statements should be read in conjunction with the accompanying notes to consolidated financial statements
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2022
(in millions) (unaudited)

Sinclair
Broadcast
Group, Inc.
Sinclair
Television
Group, Inc.
Guarantor
Subsidiaries
and KDSM,
LLC
Non-
Guarantor
Subsidiaries
EliminationsSinclair
Consolidated
Cash and cash equivalents$54 $415 $$51 $— $521 
Accounts receivable, net— — 561 59 — 620 
Other current assets79 296 23 (78)326 
Total current assets60 494 858 133 (78)1,467 
Property and equipment, net31 655 50 (22)715 
Investment in equity of consolidated subsidiaries2,104 3,231 — — (5,335)— 
Goodwill— — 2,081 — 2,088 
Indefinite-lived intangible assets— — 136 14 — 150 
Definite-lived intangible assets, net— — 1,061 48 (34)1,075 
Other long-term assets283 1,974 410 1,363 (2,863)1,167 
Total assets$2,448 $5,730 $5,201 $1,615 $(8,332)$6,662 
Accounts payable and accrued liabilities$35 $74 $290 $17 $(24)$392 
Current portion of long-term debt— 20 10 (1)36 
Other current liabilities134 80 (45)175 
Total current liabilities37 98 431 107 (70)603 
Long-term debt915 4,314 32 373 (1,272)4,362 
Other long-term liabilities731 60 1,512 328 (1,821)810 
Total liabilities1,683 4,472 1,975 808 (3,163)5,775 
Redeemable noncontrolling interests— — — 184 — 184 
Total Sinclair Broadcast Group equity765 1,258 3,226 688 (5,172)765 
Noncontrolling interests in consolidated subsidiaries— — — (65)(62)
Total liabilities, redeemable noncontrolling interests, and equity$2,448 $5,730 $5,201 $1,615 $(8,332)$6,662 
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2021
(in millions)
  
 Sinclair
Broadcast
Group, Inc.
Sinclair
Television
Group, Inc.
Guarantor
Subsidiaries
and KDSM,
LLC
Non-
Guarantor
Subsidiaries
EliminationsSinclair
Consolidated
Cash and cash equivalents$$316 $