Sinclair, Inc. [SBGI] Filings

10-Q 1 sbgi-20230930.htm 10-Q sbgi-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ 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:

333-271072 (Sinclair, Inc.)

000-26076 (Sinclair Broadcast Group, LLC)

Sinclair, Inc.

Sinclair Broadcast Group, LLC

(Exact name of Registrant as specified in its charter)


Maryland						92-1076143 (Sinclair, Inc.)
Maryland						52-1494660 (Sinclair Broadcast Group, LLC)
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

(Address of principal executive office, zip code)

(410) 568-1500

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered by Sinclair, Inc. pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $ 0.01 per share

SBGI

The NASDAQ Stock Market LLC

Securities registered by Sinclair Broadcast Group, LLC pursuant to Section12(b) of the Act: None

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.

Sinclair, Inc.

Yes

☒

☐

Sinclair Broadcast Group, LLC

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).

Sinclair, Inc.

Yes

☒

☐

Sinclair Broadcast Group, LLC

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Sinclair, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Sinclair Broadcast Group, LLC

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Sinclair, Inc.			☐


Sinclair Broadcast Group, LLC			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Sinclair, Inc.

Yes

☐

☒

Sinclair Broadcast Group, LLC

Yes

☐

☒

As of November 6, 2023, there were 39,739,528 shares of Sinclair, Inc. Class A Common Stock outstanding and 23,775,056 shares of Sinclair, Inc. Class B Common Stock outstanding.

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GENERAL

This combined report on Form 10-Q is filed by both Sinclair, Inc. ("Sinclair") and Sinclair Broadcast Group, LLC ("SBG"). Certain information contained in this document relating to SBG is filed by Sinclair and separately by SBG. SBG makes no representation as to information relating to Sinclair or its subsidiaries, except as it may relate to SBG and its subsidiaries. References in this report to "we," "us," "our," the "Company" and similar terms refer to Sinclair and its consolidated subsidiaries, including SBG, unless context indicates otherwise. As described under Company Reorganization in Note 1. Nature of Operations and Summary of Significant Accounting Policies within Sinclair's Consolidated Financial Statements below, upon consummation of the Reorganization (as defined therein) on June 1, 2023, Sinclair became the successor issuer to Sinclair Broadcast Group, Inc. ("Old Sinclair"), which, immediately following the Reorganization was converted into a limited liability company. SBG files reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") solely to comply with Section 1018(a) of the indenture governing the 5.125% Senior Notes due 2027 of Sinclair Television Group, Inc. ("STG"), a wholly-owned subsidiary of SBG. References to SBG herein may also include its predecessor, Old Sinclair, as context indicates.

FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about us, including, among other things, the following risks. All risk factors are deemed to be related to both Sinclair and its subsidiaries, including SBG. Any risks only applicable to Sinclair are denoted as such.

Industry risks

•The business conditions of our advertisers, particularly in the political, automotive and service categories;

•the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;

•subscriber churn due to the impact of technological changes, the proliferation of over-the-top ("OTT") direct to consumer platforms, and economic conditions on consumers desire to pay for subscription services;

•the loss of appeal of our local news, network content, syndicated program content and sports programming, which may be unpredictable;

•the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;

•for Sinclair, the availability and cost of rights to air professional tennis tournaments;

•our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as OTT or direct-to-consumer content;

•labor disputes and legislation and other union activity associated with film, acting, writing, and other guilds;

•the broadcasting community's ability to develop and adopt a viable mobile digital broadcast television ("mobile DTV") strategy and platform, such as the adoption of a next generation broadcast standard ("NextGen TV"), and the consumer's appetite for mobile television;

•the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;

•the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;

•changes in television rating measurement methodologies that could negatively impact audience results;

•the ability of local multi-channel video programming distributors ("MVPD") and virtual MVPDs ("vMVPD," and together with MVPDs, "Distributors") to coordinate and determine local advertising rates as a consortium;

•the lack of our ability to negotiate directly with vMVPD's for the distribution of much of our content;

•the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast; and

•the impact of Distributors and OTTs offering "skinny" programming bundles that may not include television broadcast stations or other programming that we distribute.

Regulatory risks

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•the Federal Communications Commission ("FCC") task force appointed to help ensure a smoother roll-out of NextGen TV could impact business-use cases for the NextGen TV technology and the timeframe for the discontinuance of ATSC 1.0;

•the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television's ability to compete effectively (including regulations relating to joint sales agreements ("JSA"), shared services agreements ("SSA"), cross ownership rules, the national ownership cap and the UHF discount), arbitrary enforcement of indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;

•the impact of FCC and Congressional efforts which may restrict a television station's retransmission consent negotiations;

•the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;

•our ability to obtain regulatory approval for transactions related to FCC licenses;

•our ability to execute on our initiatives and goals related to environmental, social and governance ("ESG") matters and the increasing legal and regulatory focus on ESG;

•the impact of foreign government rules related to digital and online assets; and

•the potential impact from the elimination of rules prohibiting mergers of the four major television networks.

Risks specific to us

•the bankruptcy proceedings involving Diamond Sports Group, LLC ("DSG"), an independently managed and unconsolidated subsidiary of Sinclair; DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC may require us to pay monetary damages, which could materially and adversely affect our financial position and results of operations;

•the impact of the war in Ukraine and conflict in the Middle East, including related disruption to supply chains and the increased price of energy, all of which affect our operations as well as those of our advertisers;

•our ability to attract and maintain local, national, and network advertising and successfully participate in new sales channels such as programmatic and addressable advertising through business partnership ventures and the development of technology;

•our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;

•our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our operating results;

•our ability to successfully implement and monetize our own content management system designed to provide our viewers significantly improved content via the internet and other digital platforms;

•our ability to successfully renegotiate retransmission consent and distribution agreements for our existing and any acquired businesses with favorable terms;

•the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements and comply with laws and regulations that apply to them;

•our ability to renew our FCC licenses;

•our ability to identify investment opportunities;

•our ability to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, TBD, Comet, The Nest, other original programming, mobile DTV, and FAST channels;

•our ability to maintain our affiliation and programming service agreements with our networks and program service providers and, at renewal, to successfully negotiate these agreements with favorable terms;

•our ability to generate synergies and leverage new revenue opportunities;

•changes in the makeup of the population in the areas where our stations are located;

•our ability to effectively respond to technology affecting our industry;

•our ability to deploy NextGen TV nationwide, including the ability and appetite of manufacturers to install the technology within their products, as well as monetize the associated technology;

•the strength of ratings for our local news broadcasts including our news sharing arrangements;

•risks associated with the use of artificial intelligence by us and third parties, including our use in the operations of our business;

•the results of prior year tax audits by taxing authorities;

•for Sinclair, our ability to execute on our investment and growth strategies related to our subsidiary Sinclair Ventures, LLC ("Ventures"); and

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•our ability to monetize our investments in real estate, venture capital and private equity holdings, and direct strategic investments in companies.

General risks

•The impact of changes in national and regional economies and credit and capital markets;

•loss of consumer confidence;

•the potential impact of changes in tax law;

•the activities of our competitors;

•acts of violence or war, such as the war in Ukraine, conflict in the Middle East, and other geopolitical events;

•natural disasters and pandemics (such as the outbreak and worldwide spread of COVID-19) that impact our employees, Distributors, advertisers, suppliers, stations and networks; and

•cybersecurity incidents, data privacy, and other information technology failures have, and in the future, may, adversely affect us and disrupt our operations.

Other matters set forth in this report, including the Risk Factors set forth in Item 1A of this Quarterly Report on Form 10-Q and Old Sinclair's Annual Report on Form 10-K for the year ended December 31, 2022, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.

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PART I. FINANCIAL INFORMATION

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SINCLAIR, INC.

SINCLAIR BROADCAST GROUP, LLC

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

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PART I. FINANCIAL INFORMATION			2

ITEM 1. FINANCIAL STATEMENTS			3

ITEM 1A. FINANCIAL STATEMENTS OF SINCLAIR, INC. (UNAUDITED)			3

CONSOLIDATED BALANCE SHEETS			4

CONSOLIDATED STATEMENTS OF OPERATIONS			5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME			6

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS			7

CONSOLIDATED STATEMENTS OF CASH FLOWS			9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS			10

ITEM 1B. FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC (UNAUDITED)			30

CONSOLIDATED BALANCE SHEETS			31

CONSOLIDATED STATEMENTS OF OPERATIONS			32

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME			33

CONSOLIDATED STATEMENTS OF MEMBER'S EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS			34

CONSOLIDATED STATEMENTS OF CASH FLOWS			36

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS			37

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			56

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			72

ITEM 4. CONTROLS AND PROCEDURES			72

PART II. OTHER INFORMATION			74

ITEM 1. LEGAL PROCEEDINGS			74

ITEM 1A. RISK FACTORS			74

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			75

ITEM 3. DEFAULTS UPON SENIOR SECURITIES			75

ITEM 4. MINE SAFETY DISCLOSURES			75

ITEM 5. OTHER INFORMATION			75

ITEM 6. EXHIBITS			75

SIGNATURE			76

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ITEM 1. FINANCIAL STATEMENTS

This report includes the Consolidated Financial Statements of Sinclair and SBG in Item 1A and Item 1B, respectively.

ITEM 1A. FINANCIAL STATEMENTS OF SINCLAIR, INC.

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SINCLAIR, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) (Unaudited)


	As of September 30, 2023		As of December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	643	$	884
Accounts receivable, net of allowance for doubtful accounts of $4 and $5, respectively	597		612
Income taxes receivable	8		5
Prepaid expenses and other current assets	206		182
Total current assets	1,454		1,683
Property and equipment, net	719		728
Operating lease assets	127		145


Goodwill	2,082		2,088
Indefinite-lived intangible assets	150		150
Customer relationships, net	387		444
Other definite-lived intangible assets, net	434		502
Other assets	730		964
Total assets (a)	$	6,083	$	6,704

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	419	$	397

Current portion of notes payable, finance leases, and commercial bank financing	37		38
Current portion of operating lease liabilities	19		23
Current portion of program contracts payable	85		83
Other current liabilities	64		67
Total current liabilities	624		608
Notes payable, finance leases, and commercial bank financing, less current portion	4,145		4,227
Operating lease liabilities, less current portion	140		154
Program contracts payable, less current portion	7		10
Deferred tax liabilities	376		610
Other long-term liabilities	207		220
Total liabilities (a)	5,499		5,829
Commitments and contingencies (See Note 5)
Redeemable noncontrolling interests	—		194
Shareholders' equity:
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 39,649,259 and 45,847,879 shares issued and outstanding, respectively	1		1
Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 23,775,056 and 23,775,056 shares issued and outstanding, respectively, convertible into Class A Common Stock	—		—
Additional paid-in capital	514		624
Retained earnings	122		122
Accumulated other comprehensive income	9		1
Total Sinclair shareholders' equity	646		748
Noncontrolling interests	(62)		(67)
Total equity	584		681
Total liabilities, redeemable noncontrolling interests, and equity	$	6,083	$	6,704

The accompanying notes are an integral part of these unaudited consolidated financial statements.

(a) Our consolidated total assets as of September 30, 2023 and December 31, 2022 include total assets of variable interest entities ("VIE") of $80 million and $115 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of both September 30, 2023 and December 31, 2022 include total liabilities of VIEs of $18 million for which the creditors of the VIEs have no recourse to us. See Note 8. Variable Interest Entities.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share data) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
REVENUES:
Media revenues	$	758	$	836	$	2,285	$	2,942
Non-media revenues	9		7		23		26
Total revenues	767		843		2,308		2,968

OPERATING EXPENSES:
Media programming and production expenses	400		396		1,211		1,557
Media selling, general and administrative expenses	176		190		557		605
Amortization of program contract costs	18		22		59		68
Non-media expenses	15		12		36		35
Depreciation of property and equipment	24		24		80		76
Corporate general and administrative expenses	45		30		165		115
Amortization of definite-lived intangible assets	42		43		124		179

Loss (gain) on deconsolidation of subsidiary	10		—		10		(3,357)
(Gain) loss on asset dispositions and other, net of impairment	—		(28)		11		(37)

Total operating expenses (gains)	730		689		2,253		(759)
Operating income	37		154		55		3,727

OTHER INCOME (EXPENSE):
Interest expense including amortization of debt discount and deferred financing costs	(77)		(59)		(227)		(228)
Gain on extinguishment of debt	4		—		15		3
Income from equity method investments	—		33		30		48
Other (expense) income, net	(21)		10		(48)		(155)
Total other expense, net	(94)		(16)		(230)		(332)
(Loss) income before income taxes	(57)		138		(175)		3,395
INCOME TAX BENEFIT (PROVISION)	12		(109)		236		(756)
NET (LOSS) INCOME	(45)		29		61		2,639
Net (income) loss attributable to the redeemable noncontrolling interests	—		(5)		4		(14)
Net income attributable to the noncontrolling interests	(1)		(3)		(15)		(28)
NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR	$	(46)	$	21	$	50	$	2,597

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR:
Basic earnings per share	$	(0.74)	$	0.32	$	0.75	$	36.59
Diluted earnings per share	$	(0.74)	$	0.32	$	0.75	$	36.59
Basic weighted average common shares outstanding (in thousands)	63,325		69,907		65,670		70,981
Diluted weighted average common and common equivalent shares outstanding (in thousands)	63,325		69,907		65,727		70,985

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net (loss) income	$	(45)	$	29	$	61	$	2,639
Unrealized gain on interest rate swap, net of tax	2		—		8		—
Share of other comprehensive income of equity method investments	—		—		—		3

Comprehensive (loss) income	(43)		29		69		2,642
Comprehensive (income) loss attributable to the redeemable noncontrolling interests	—		(5)		4		(14)
Comprehensive income attributable to the noncontrolling interests	(1)		(3)		(15)		(28)
Comprehensive (loss) income attributable to Sinclair	$	(44)	$	21	$	58	$	2,600

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND REDEEMABLE NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)


	Three Months Ended September 30, 2022
			Sinclair Shareholders
	Redeemable Noncontrolling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
			Shares	Values		Shares	Values
BALANCE, June 30, 2022	$	187	46,470,546	$	1	23,775,056	$	—	$	628	$	79	$	(2)	$	(64)	$	642
Dividends declared and paid on Class A and Class B Common Stock ($0.25 per share)	—		—	—		—	—		—		(16)		—		—		(16)

Repurchases of Class A Common Stock	—		(489,051)	—		—	—		(10)		—		—		—		(10)
Class A Common Stock issued pursuant to employee benefit plans	—		92,431	—		—	—		5		—		—		—		5


Distributions to noncontrolling interests	(2)		—	—		—	—		—		—		—		(5)		(5)




Net income	5		—	—		—	—		—		21		—		3		24
BALANCE, September 30, 2022	$	190	46,073,926	$	1	23,775,056	$	—	$	623	$	84	$	(2)	$	(66)	$	640


	Nine Months Ended September 30, 2022
			Sinclair Shareholders
	Redeemable Noncontrolling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total (Deficit) Equity
			Shares	Values		Shares	Values
BALANCE, December 31, 2021	$	197	49,314,303	$	1	23,775,056	$	—	$	691	$	(2,460)	$	(2)	$	64	$	(1,706)
Dividends declared and paid on Class A and Class B Common Stock ($0.75 per share)	—		—	—		—	—		—		(53)		—		—		(53)
Repurchases of Class A Common Stock	—		(4,547,370)	—		—	—		(114)		—		—		—		(114)

Class A Common Stock issued pursuant to employee benefit plans	—		1,306,993	—		—	—		46		—		—		—		46


Distributions to noncontrolling interests	(5)		—	—		—	—		—		—		—		(10)		(10)


Other comprehensive income	—		—	—		—	—		—		—		3		—		3
Deconsolidation of subsidiary	(16)		—	—		—	—		—		—		(3)		(148)		(151)
Net income	14		—	—		—	—		—		2,597		—		28		2,625
BALANCE, September 30, 2022	$	190	46,073,926	$	1	23,775,056	$	—	$	623	$	84	$	(2)	$	(66)	$	640

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(in millions, except share and per share data) (Unaudited)


	Three Months Ended September 30, 2023
	Sinclair Shareholders
	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total Equity
	Shares	Values		Shares	Values
BALANCE, June 30, 2023	39,274,843	$	1	23,775,056	$	—	$	510	$	184	$	7	$	(61)	$	641

Dividends declared and paid on Class A and Class B Common Stock ($0.25 per share)	—	—		—	—		—		(16)		—		—		(16)



Class A Common Stock issued pursuant to employee benefit plans	374,416	—		—	—		4		—		—		—		4

Distributions to noncontrolling interests	—	—		—	—		—		—		—		(2)		(2)


Other comprehensive income	—	—		—	—		—		—		2		—		2
Net (loss) income	—	—		—	—		—		(46)		—		1		(45)
BALANCE, September 30, 2023	39,649,259	$	1	23,775,056	$	—	$	514	$	122	$	9	$	(62)	$	584


	Nine Months Ended September 30, 2023
			Sinclair Shareholders
	Redeemable Noncontrolling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total Equity
			Shares	Values		Shares	Values
BALANCE, December 31, 2022	$	194	45,847,879	$	1	23,775,056	$	—	$	624	$	122	$	1	$	(67)	$	681
Dividends declared and paid on Class A and Class B Common Stock ($0.75 per share)	—		—	—		—	—		—		(50)		—		—		(50)

Repurchases of Class A Common Stock	—		(8,785,022)	—		—	—		(153)		—		—		—		(153)
Class A Common Stock issued pursuant to employee benefit plans	—		2,586,402	—		—	—		43		—		—		—		43

Distributions to noncontrolling interests	—		—	—		—	—		—		—		—		(10)		(10)
Other comprehensive income	—		—	—		—	—		—		—		8		—		8
Redemption, net	(190)		—	—		—	—		—		—		—		—		—
Net (loss) income	(4)		—	—		—	—		—		50		—		15		65
BALANCE, September 30, 2023	$	—	39,649,259	$	1	23,775,056	$	—	$	514	$	122	$	9	$	(62)	$	584

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SINCLAIR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (Unaudited)


	Nine Months Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	61	$	2,639
Adjustments to reconcile net income to net cash flows from operating activities:

Amortization of sports programming rights	—		326
Amortization of definite-lived intangible and other assets	124		179
Depreciation of property and equipment	80		76
Amortization of program contract costs	59		68
Stock-based compensation	42		46
Deferred tax (benefit) provision	(237)		759
Loss (gain) on asset dispositions and other, net of impairment	11		(10)
Loss (gain) on deconsolidation of subsidiary	10		(3,357)
Income from equity method investments	(30)		(48)
Loss from investments	78		144
Distributions from investments	31		74
Sports programming rights payments	—		(325)
Rebate payments to distributors	—		(15)
Gain on extinguishment of debt	(15)		(3)

Change in assets and liabilities, net of acquisitions and deconsolidation of subsidiary:
Decrease in accounts receivable	11		48