[PART I. FINANCIAL INFORMATION](index=9&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial information for Sinclair, Inc. and its subsidiary, Sinclair Broadcast Group, LLC [ITEM 1. FINANCIAL STATEMENTS](index=9&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements for both Sinclair, Inc. and its subsidiary, Sinclair Broadcast Group, LLC [ITEM 1A. FINANCIAL STATEMENTS OF SINCLAIR, INC. (UNAUDITED)](index=9&type=section&id=ITEM%201A.%20FINANCIAL%20STATEMENTS%20OF%20SINCLAIR,%20INC.%20(UNAUDITED)) This sub-section provides the unaudited consolidated financial statements for Sinclair, Inc., including balance sheets, statements of operations, comprehensive income, equity, and cash flows [CONSOLIDATED BALANCE SHEETS](index=10&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Sinclair, Inc.'s balance sheets show decreased total assets and equity, with liabilities slightly up | Metric | As of June 30, 2025 (in millions) | As of December 31, 2024 (in millions) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Total assets | $5,670 | $5,885 | | Total liabilities | $5,377 | $5,369 | | Total equity | $293 | $516 | | Cash and cash equivalents | $616 | $697 | | Accounts payable and accrued liabilities | $558 | $416 | - Total assets decreased by **$215 million** (**3.65%**) from December 31, 2024, to June 30, 2025. Total equity decreased by **$223 million** (**43.22%**) over the same period[26](index=26&type=chunk) [CONSOLIDATED STATEMENTS OF OPERATIONS](index=11&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Sinclair, Inc. reported a net loss for Q2 and H1 2025, driven by lower revenues and increased interest expense | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Total revenues | $784 | $829 | $1,560 | $1,627 | | Operating income | $21 | $64 | $35 | $106 | | Interest expense | $(82) | $(76) | $(226) | $(152) | | (Loss) income from equity method investments | $(1) | $78 | $(7) | $92 | | Other expense, net | $(18) | $(42) | $(84) | $(2) | | Net (loss) income attributable to Sinclair | $(64) | $17 | $(220) | $40 | | Basic earnings per share | $(0.91) | $0.27 | $(3.20) | $0.61 | - Net income attributable to Sinclair shifted from a gain of **$17 million** in Q2 2024 to a loss of **$64 million** in Q2 2025, and from a gain of **$40 million** in H1 2024 to a loss of **$220 million** in H1 2025. This represents a significant decline in profitability[29](index=29&type=chunk) - Interest expense for the six months ended June 30, 2025, more than doubled to **$226 million** from **$152 million** in the prior year, contributing significantly to the net loss[29](index=29&type=chunk) [CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME](index=12&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20(LOSS)%20INCOME) Sinclair, Inc. reported a comprehensive loss for Q2 and H1 2025, a substantial decrease from prior year income | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net (loss) income | $(62) | $19 | $(216) | $44 | | Comprehensive (loss) income attributable to Sinclair | $(64) | $18 | $(221) | $45 | - Comprehensive income attributable to Sinclair shifted from a gain of **$18 million** in Q2 2024 to a loss of **$64 million** in Q2 2025, and from a gain of **$45 million** in H1 2024 to a loss of **$221 million** in H1 2025[30](index=30&type=chunk) [CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS](index=13&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20EQUITY%20AND%20NONCONTROLLING%20INTERESTS) Sinclair, Inc.'s total equity decreased to $293 million due to net loss and dividends, increasing the accumulated deficit | Metric | As of June 30, 2025 (in millions) | As of December 31, 2024 (in millions) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Total equity | $293 | $516 | | (Accumulated deficit) retained earnings | $(244) | $10 | | Dividends declared and paid (H1) | $(34) | $(33) | - The company's accumulated deficit increased from **$10 million** (retained earnings) at December 31, 2024, to an accumulated deficit of **$244 million** at June 30, 2025, reflecting the net loss incurred[26](index=26&type=chunk)[34](index=34&type=chunk) [CONSOLIDATED STATEMENTS OF CASH FLOWS](index=15&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Sinclair, Inc. experienced a net decrease in cash for H1 2025, driven by financing activities despite positive operating cash flow | Metric | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash flows from (used in) operating activities | $127 | $(310) | | Net cash flows (used in) from investing activities | $(65) | $110 | | Net cash flows used in financing activities | $(143) | $(84) | | Net decrease in cash, cash equivalents, and restricted cash | $(81) | $(284) | | Cash, cash equivalents, and restricted cash, end of period | $616 | $378 | - Operating activities generated **$127 million** in cash for the six months ended June 30, 2025, a significant improvement from a **$310 million** cash outflow in the same period of 2024[37](index=37&type=chunk) - Financing activities used **$143 million** in cash in H1 2025, an increase from **$84 million** used in H1 2024, largely due to debt issuance costs and repayments[37](index=37&type=chunk) [NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS](index=16&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes detail Sinclair, Inc.'s accounting policies, financial statement line items, and significant events [1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=16&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Sinclair operates in local media and tennis segments, with policies covering revenue recognition, hedge accounting, and recent acquisitions - Sinclair operates two reportable segments: local media (**185** broadcast television stations in **85** markets) and tennis (Tennis Channel, streaming services, and Tennis.com)[41](index=41&type=chunk) Total Revenues by Segment (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------- | :------ | :------ | :------ | :------ | | Local Media | $679 | $750 | $1,373 | $1,477 | | Tennis | $68 | $67 | $136 | $130 | | Other | $46 | $20 | $67 | $35 | | Eliminations | $(9) | $(8) | $(16) | $(15) | | **Total** | **$784**| **$829**| **$1,560**| **$1,627**| - In March 2025, Sinclair Ventures acquired the remaining **75%** of Digital Remedy for approximately **$30 million** cash, adding **$22 million** in definite-lived intangible assets and **$17 million** in goodwill[65](index=65&type=chunk) - Four owned stations (WVTV, WICS/WICD, KTVO, KHQA) were classified as held-for-sale as of June 30, 2025, with an estimated loss of **$17 million** accrued[66](index=66&type=chunk) [2. OTHER ASSETS](index=20&type=section&id=2.%20OTHER%20ASSETS) Sinclair's other assets decreased to $617 million, primarily due to reduced investments and fair value adjustment losses Other Assets (in millions) | Asset Category | As of June 30, 2025 | As of December 31, 2024 | | :--------------- | :------------------ | :---------------------- | | Equity method investments | $32 | $48 | | Other investments | $298 | $382 | | Total other assets | $617 | $710 | - Fair value adjustment losses on investments measured at fair value or NAV were **$30 million** for Q2 2025 and **$103 million** for H1 2025, compared to **$45 million** and **$43 million** for the same periods in 2024, respectively[78](index=78&type=chunk) [3. NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING](index=21&type=section&id=3.%20NOTES%20PAYABLE,%20FINANCE%20LEASES,%20AND%20COMMERCIAL%20BANK%20FINANCING) STG completed significant debt refinancing in Q1 2025, extending maturities and resulting in a net gain on extinguishment - STG exchanged **$711.4 million** of Term Loan B-3 into Term Loan B-6 (due Dec 31, 2029, SOFR + **3.30%**) and **$731.3 million** of Term Loan B-4 into Term Loan B-7 (due Dec 31, 2030, SOFR + **4.10%**)[80](index=80&type=chunk) - STG issued **$1,430 million** of **8.125%** First-Out First Lien Secured Notes due 2033, using proceeds to repay **$1,175 million** Term Loan B-2 and portions of **4.125%** Senior Secured Notes and **5.125%** Senior Notes[83](index=83&type=chunk) - For H1 2025, Sinclair recognized a net gain on extinguishment of debt of **$6 million**, including gains on **4.125%** Senior Secured Notes (**$5M**) and **5.125%** Senior Notes (**$3M**), offset by a loss on Term Loan B-2 (**$6M**)[85](index=85&type=chunk) - The company repurchased **$81 million** of **5.125%** Senior Notes due 2027 for **$77 million** in Q2 2025, resulting in a **$4 million** gain on extinguishment[90](index=90&type=chunk) - An interest rate swap with a notional amount of **$600 million** (fixed rate **3.9%**, receives SOFR) is in effect until February 28, 2026, and qualifies for hedge accounting[95](index=95&type=chunk) [4. COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=4.%20COMMITMENTS%20AND%20CONTINGENCIES) Sinclair faces FCC matters, antitrust lawsuits, settled Diamond Litigation, and accrued a Marquee Sports Network guarantee - FCC matters include pending petitions for reconsideration of a **$48 million** consent decree (2020) and a **$3.4 million** NAL for children's TV programming violations (2022). Sinclair agreed to a **$500,000** voluntary contribution in June 2025 to resolve the latter and related matters[97](index=97&type=chunk)[101](index=101&type=chunk) - Twenty-two putative class action lawsuits alleging antitrust violations (price-fixing and information sharing) are consolidated in Illinois. Sinclair denies wrongdoing and is vigorously defending the claims[105](index=105&type=chunk) - The Diamond Litigation, challenging transactions with Diamond Sports Group (DSG), was settled in March 2024 for **$495 million** cash payment from Sinclair, with DSG emerging from bankruptcy in January 2025 and Sinclair's equity interest terminated[108](index=108&type=chunk) - Sinclair accrued a **$37 million** estimated obligation in Q2 2025 related to a guarantee for Marquee Sports Network, following a binding term sheet to settle a funding dispute, with the guarantee in effect through 2029[94](index=94&type=chunk)[110](index=110&type=chunk) [5. EARNINGS PER SHARE](index=26&type=section&id=5.%20EARNINGS%20PER%20SHARE) Sinclair, Inc. reported a basic and diluted net loss per common share for Q2 and H1 2025, a significant decline | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net (loss) income attributable to Sinclair | $(64) million | $17 million | $(220) million | $40 million | | Basic earnings per share | $(0.91) | $0.27 | $(3.20) | $0.61 | | Diluted earnings per share | $(0.91) | $0.27 | $(3.20) | $0.61 | | Basic weighted average common shares outstanding (in thousands) | 69,589 | 66,189 | 68,545 | 65,172 | - The company excluded **5,226 thousand** and **5,330 thousand** weighted-average stock-settled appreciation rights and outstanding stock options from diluted EPS calculations for the three and six months ended June 30, 2025, respectively, as their inclusion would be anti-dilutive due to the net loss[111](index=111&type=chunk) [6. SEGMENT DATA](index=27&type=section&id=6.%20SEGMENT%20DATA) Local media revenue and operating income decreased, while tennis segment revenue grew and operating income improved - Local media segment assets totaled **$4,416 million** as of June 30, 2025, while tennis segment assets were **$286 million**[114](index=114&type=chunk) Operating Income (Loss) by Segment (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------- | :------ | :------ | :------ | :------ | | Local Media | $65 | $83 | $77 | $124 | | Tennis | $8 | $1 | $26 | $21 | | Other & Corporate | $(52) | $(20) | $(68) | $(39) | | **Consolidated** | **$21** | **$64** | **$35** | **106** | - Local Media revenue decreased by **9%** in Q2 2025 and **7%** in H1 2025 compared to the prior year, primarily due to lower political and core advertising revenue[115](index=115&type=chunk)[116](index=116&type=chunk) - Tennis segment revenue increased by **1%** in Q2 2025 and **5%** in H1 2025, driven by distribution revenue growth[115](index=115&type=chunk)[116](index=116&type=chunk) [7. VARIABLE INTEREST ENTITIES](index=30&type=section&id=7.%20VARIABLE%20INTEREST%20ENTITIES) Sinclair consolidates certain VIEs with $61 million in assets and $12 million in liabilities, and holds other VIE investments Consolidated VIE Assets and Liabilities (in millions) | Metric | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Total assets of VIEs | $61 | $70 | | Total liabilities of VIEs | $12 | $21 | - Assets of consolidated VIEs can only be used to settle their own obligations, and creditors of these VIEs generally have no recourse to Sinclair, except for certain guaranteed debt[27](index=27&type=chunk)[120](index=120&type=chunk) - Investments in other VIEs where Sinclair is not the primary beneficiary had a carrying value of **$77 million** as of June 30, 2025, and resulted in losses of **$1 million** (Q2 2025) and **$2 million** (H1 2025)[123](index=123&type=chunk) [8. RELATED PERSON TRANSACTIONS](index=31&type=section&id=8.%20RELATED%20PERSON%20TRANSACTIONS) Sinclair engages in various transactions with controlling shareholders and related entities, including leases and intercompany agreements - Lease payments to entities owned by controlling shareholders were **$1 million** (Q2 2025) and **$3 million** (H1 2025)[124](index=124&type=chunk) - Sinclair consolidates certain Cunningham subsidiaries as VIEs, with consolidated revenues from Cunningham Stations totaling **$31 million** (Q2 2025) and **$65 million** (H1 2025)[132](index=132&type=chunk) - Payments to Cunningham under LMA/JSA/SSA agreements were **$3 million** (Q2 2025) and **$6 million** (H1 2025)[130](index=130&type=chunk) - Several family members of controlling shareholders and executives are employed by the company, receiving compensation and, in some cases, restricted stock or stock appreciation rights[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [9. FAIR VALUE MEASUREMENTS](index=33&type=section&id=9.%20FAIR%20VALUE%20MEASUREMENTS) Sinclair measures financial assets and liabilities using a fair value hierarchy, with Level 3 investments significantly decreasing Fair Value of Financial Assets and Liabilities (in millions) | Category | As of June 30, 2025 (Fair Value) | As of December 31, 2024 (Fair Value) | | :----------------------------------------- | :------------------------------- | :----------------------------------- | | Level 1: Money market funds | $440 | $601 | | Level 2: Investments in equity securities (warrants) | $111 | $141 | | Level 2: Interest rate swap | $1 | $1 | | Level 2: STG Notes Payable (various) | $4,052 | $4,048 | | Level 3: Investments in equity securities (warrants/options) | $2 | $68 | - Level 3 financial assets decreased by **$66 million** from December 31, 2024, to June 30, 2025, primarily due to a **$58 million** transfer to Level 2 and **$8 million** in measurement adjustments[148](index=148&type=chunk) [ITEM 1B. FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC (UNAUDITED)](index=36&type=section&id=ITEM%201B.%20FINANCIAL%20STATEMENTS%20OF%20SINCLAIR%20BROADCAST%20GROUP,%20LLC%20(UNAUDITED)) This section presents the unaudited consolidated financial statements for Sinclair Broadcast Group, LLC (SBG) [CONSOLIDATED BALANCE SHEETS](index=37&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS_SBG) SBG's balance sheets show decreased total assets and increased liabilities, resulting in a larger accumulated member's deficit | Metric | As of June 30, 2025 (in millions) | As of December 31, 2024 (in millions) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Total assets | $4,484 | $4,689 | | Total liabilities | $5,267 | $5,315 | | Total deficit | $(783) | $(626) | | Cash and cash equivalents | $224 | $291 | | Accounts payable and accrued liabilities | $458 | $374 | - Total assets decreased by **$205 million** (**4.37%**) from December 31, 2024, to June 30, 2025. The total deficit increased by **$157 million** (**25.08%**) over the same period[151](index=151&type=chunk) [CONSOLIDATED STATEMENTS OF OPERATIONS](index=38&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS_SBG) SBG reported a net loss for Q2 and H1 2025, driven by lower media revenues and increased interest expense | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Total media revenues | $679 | $750 | $1,373 | $1,477 | | Operating income | $28 | $77 | $40 | $118 | | Interest expense | $(82) | $(76) | $(226) | $(152) | | Net (loss) income attributable to SBG | $(41) | $2 | $(143) | $7 | - Net income attributable to SBG shifted from a gain of **$2 million** in Q2 2024 to a loss of **$41 million** in Q2 2025, and from a gain of **$7 million** in H1 2024 to a loss of **$143 million** in H1 2025[154](index=154&type=chunk) - Interest expense for the six months ended June 30, 2025, increased to **$226 million** from **$152 million** in the prior year, significantly impacting profitability[154](index=154&type=chunk) [CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME](index=39&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20(LOSS)%20INCOME_SBG) SBG reported a comprehensive loss for Q2 and H1 2025, a significant decline from prior year income due to net loss | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net (loss) income | $(39) | $4 | $(140) | $10 | | Comprehensive (loss) income attributable to Sinclair | $(41) | $3 | $(144) | $12 | - Comprehensive income attributable to SBG shifted from a gain of **$3 million** in Q2 2024 to a loss of **$41 million** in Q2 2025, and from a gain of **$12 million** in H1 2024 to a loss of **$144 million** in H1 2025[155](index=155&type=chunk) [CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIT AND NONCONTROLLING INTERESTS](index=40&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20MEMBER%27S%20DEFICIT%20AND%20NONCONTROLLING%20INTERESTS_SBG) SBG's accumulated deficit increased to $715 million due to net loss and distributions to its member | Metric | As of June 30, 2025 (in millions) | As of December 31, 2024 (in millions) | | :--------------------------------- | :---------------------------------- | :----------------------------------- | | Accumulated deficit | $(715) | $(560) | | Distributions to member, net (H1) | $(11) | $(111) | - The accumulated deficit increased by **$155 million** (**27.68%**) from December 31, 2024, to June 30, 2025[159](index=159&type=chunk) [CONSOLIDATED STATEMENTS OF CASH FLOWS](index=42&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS_SBG) SBG experienced a net decrease in cash for H1 2025, driven by financing activities despite positive operating cash flow | Metric | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash flows from (used in) operating activities | $113 | $(312) | | Net cash flows used in investing activities | $(34) | $(18) | | Net cash flows (used in) from financing activities | $(146) | $63 | | Net decrease in cash, cash equivalents, and restricted cash | $(67) | $(267) | | Cash, cash equivalents, and restricted cash, end of period | $224 | $52 | - Operating activities generated **$113 million** in cash for the six months ended June 30, 2025, a significant improvement from a **$312 million** cash outflow in the same period of 2024[162](index=162&type=chunk) - Financing activities used **$146 million** in cash in H1 2025, a reversal from **$63 million** generated in H1 2024, largely due to debt issuance costs and repayments[162](index=162&type=chunk) [NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS](index=43&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS_SBG) These notes detail SBG's accounting policies, financial statement line items, and significant events [1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=43&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES_SBG) SBG operates solely in local media, with policies covering revenue recognition, hedge accounting, and station disposals - SBG's sole reportable segment is local media, comprising **185** broadcast television stations in **85** markets[166](index=166&type=chunk) SBG Total Revenues by Type (in millions) | Revenue Type | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------- | :------ | :------ | :------ | :------ | | Distribution revenue | $380 | $384 | $775 | $768 | | Core advertising revenue | $272 | $285 | $543 | $569 | | Political advertising revenue | $6 | $40 | $12 | $64 | | Other media | $21 | $41 | $43 | $76 | | **Total Revenues** | **$679**| **$750**| **$1,373**| **$1,477**| - SBG classified four owned stations as held-for-sale as of June 30, 2025, with an estimated loss of **$17 million** accrued, and the sale completed on July 8, 2025[194](index=194&type=chunk) - SBG made **$57 million** in dividends to Sinclair, Inc. in H1 2025 to fund its portion of shareholder dividends and parent company expenses, offset by an **$11 million** contribution from Sinclair Ventures related to tax payments[184](index=184&type=chunk) [2. OTHER ASSETS](index=48&type=section&id=2.%20OTHER%20ASSETS_SBG) SBG's other assets increased to $232 million, primarily due to an increase in investments SBG Other Assets (in millions) | Asset Category | As of June 30, 2025 | As of December 31, 2024 | | :--------------- | :------------------ | :---------------------- | | Investments | $31 | $14 | | Income tax receivable | $147 | $144 | | Total other assets | $232 | $212 | - Investments measured at NAV increased from **$5 million** to **$12 million**, and those utilizing the measurement alternative increased from **$8 million** to **$17 million** from December 31, 2024, to June 30, 2025[203](index=203&type=chunk) [3. NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING](index=48&type=section&id=3.%20NOTES%20PAYABLE,%20FINANCE%20LEASES,%20AND%20COMMERCIAL%20BANK%20FINANCING_SBG) STG completed significant debt refinancing in Q1 2025, extending maturities and resulting in a net gain on extinguishment - STG exchanged **$711.4 million** of Term Loan B-3 into Term Loan B-6 (due Dec 31, 2029, SOFR + **3.30%**) and **$731.3 million** of Term Loan B-4 into Term Loan B-7 (due Dec 31, 2030, SOFR + **4.10%**)[204](index=204&type=chunk) - STG issued **$1,430 million** of **8.125%** First-Out First Lien Secured Notes due 2033, using proceeds to repay **$1,175 million** Term Loan B-2 and portions of **4.125%** Senior Secured Notes and **5.125%** Senior Notes[208](index=208&type=chunk) - For H1 2025, SBG recognized a net gain on extinguishment of debt of **$6 million**, including gains on **4.125%** Senior Secured Notes (**$5M**) and **5.125%** Senior Notes (**$3M**), offset by a loss on Term Loan B-2 (**$6M**)[210](index=210&type=chunk) - SBG repurchased **$81 million** of **5.125%** Senior Notes due 2027 for **$77 million** in Q2 2025, resulting in a **$4 million** gain on extinguishment[214](index=214&type=chunk) - SBG guarantees **$2 million** of debt for certain consolidated VIEs and has a guarantee for Marquee Sports Network obligations up to **$455 million** through 2029, accruing **$37 million** for this obligation in Q2 2025[218](index=218&type=chunk) [4. COMMITMENTS AND CONTINGENCIES](index=51&type=section&id=4.%20COMMITMENTS%20AND%20CONTINGENCIES_SBG) SBG faces FCC matters, antitrust lawsuits, settled Diamond Litigation, and accrued a Marquee Sports Network guarantee - FCC matters include pending petitions for reconsideration of a **$48 million** consent decree (2020) and a **$3.4 million** NAL for children's TV programming violations (2022). SBG agreed to a **$500,000** voluntary contribution in June 2025 to resolve the latter and related matters[222](index=222&type=chunk)[226](index=226&type=chunk) - SBG is a defendant in twenty-two putative class action lawsuits alleging antitrust violations (price-fixing and information sharing), which it intends to vigorously defend[228](index=228&type=chunk) - The Diamond Litigation, challenging transactions with Diamond Sports Group (DSG), was settled in March 2024 for **$495 million** cash payment from Sinclair (of which **$347 million** was paid by STG), with DSG emerging from bankruptcy in January 2025 and SBG's equity interest terminated[232](index=232&type=chunk) - SBG accrued a **$37 million** estimated obligation in Q2 2025 related to a guarantee for Marquee Sports Network, following a binding term sheet to settle a funding dispute, with the guarantee in effect through 2029[233](index=233&type=chunk) [5. SEGMENT DATA](index=54&type=section&id=5.%20SEGMENT%20DATA_SBG) SBG operates solely in local media, with decreased operating income due to lower revenues - SBG's only reportable segment is local media, which includes its television stations, original networks, and content[235](index=235&type=chunk) SBG Operating Income (Loss) by Segment (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------- | :------ | :------ | :------ | :------ | | Local Media | $65 | $83 | $77 | $124 | | Corporate | $(37) | $(6) | $(37) | $(6) | | **Consolidated** | **$28** | **$77** | **$40** | **$118**| - Local Media revenue decreased by **9%** in Q2 2025 and **7%** in H1 2025 compared to the prior year, primarily due to lower political and core advertising revenue[187](index=187&type=chunk) [6. VARIABLE INTEREST ENTITIES](index=55&type=section&id=6.%20VARIABLE%20INTEREST%20ENTITIES_SBG) SBG consolidates certain VIEs with $61 million in assets and $12 million in liabilities, with restricted assets SBG Consolidated VIE Assets and Liabilities (in millions) | Metric | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Total assets of VIEs | $61 | $70 | | Total liabilities of VIEs | $12 | $21 | - SBG is the primary beneficiary of VIEs where it directs activities significantly impacting economic performance and absorbs significant losses or returns, typically through LMAs, JSAs, and SSAs with other station owners[238](index=238&type=chunk) - All liabilities of consolidated VIEs are non-recourse to SBG, except for the debt of certain VIEs[152](index=152&type=chunk)[240](index=240&type=chunk) [7. RELATED PERSON TRANSACTIONS](index=56&type=section&id=7.%20RELATED%20PERSON%20TRANSACTIONS_SBG) SBG engages in various transactions with controlling shareholders and related entities, including leases and intercompany services - Lease payments to entities owned by Sinclair controlling shareholders were **$1 million** (Q2 2025) and **$3 million** (H1 2025)[241](index=241&type=chunk) - SBG consolidates certain Cunningham subsidiaries as VIEs, with consolidated revenues from Cunningham Stations totaling **$31 million** (Q2 2025) and **$65 million** (H1 2025)[249](index=249&type=chunk) - SBG recorded revenue of **$3 million** (Q2 2025) and **$6 million** (H1 2025) for sales services provided to Sinclair, Inc. and its subsidiaries, and expenses of **$5 million** (Q2 2025) and **$9 million** (H1 2025) for digital advertising services received from Sinclair, Inc[254](index=254&type=chunk)[255](index=255&type=chunk) - SBG made net cash distributions of **$36 million** (Q2 2025) and **$82 million** (H1 2025) to Sinclair, Inc. and its subsidiaries[256](index=256&type=chunk) [8. FAIR VALUE MEASUREMENTS](index=59&type=section&id=8.%20FAIR%20VALUE%20MEASUREMENTS_SBG) SBG measures financial assets and liabilities using a fair value hierarchy, with money market funds as Level 1 SBG Fair Value of Financial Assets and Liabilities (in millions) | Category | As of June 30, 2025 (Fair Value) | As of December 31, 2024 (Fair Value) | | :----------------------------------------- | :------------------------------- | :----------------------------------- | | Level 1: Money market funds | $200 | $253 | | Level 2: Interest rate swap | $1 | $1 | | Level 2: STG Notes Payable (various) | $4,052 | $4,048 | | Level 3: Investments in equity securities | $0 | $0 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=60&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section discusses Sinclair's and SBG's financial performance, condition, and liquidity, highlighting key events [SUMMARY OF SIGNIFICANT EVENTS](index=60&type=section&id=SUMMARY%20OF%20SIGNIFICANT%20EVENTS) Sinclair and SBG experienced new product launches, media rights extensions, asset transactions, and debt repurchases - SBG launched WKOF in Syracuse, New York, as the first ATSC **3.0** lighthouse television license[274](index=274&type=chunk) - Sinclair received FAA authorization to fly drones over people and vehicles for news gathering, a first for a broadcast company[276](index=276&type=chunk) - Tennis Channel extended partnerships with Billie Jean King Cup and Davis Cup, and secured a new six-year media rights deal with WTA Ventures through 2032[276](index=276&type=chunk) - SBG sold four owned stations in July 2025 and acquired license assets for KXVO in Omaha, NE, WOLF in Hazleton, PA, WGFL in High Springs, FL, and KMEG in Sioux City, IA[278](index=278&type=chunk) - Sinclair declared quarterly dividends of **$0.25** per share in May and August 2025[278](index=278&type=chunk) - STG repurchased **$81 million** aggregate principal amount of **5.125%** Senior Notes due 2027 for **$77 million** in Q2 2025[278](index=278&type=chunk) [SINCLAIR, INC. RESULTS OF OPERATIONS](index=63&type=section&id=SINCLAIR,%20INC.%20RESULTS%20OF%20OPERATIONS) Sinclair's Q2 and H1 2025 results show declining revenues and operating income, primarily due to lower political advertising [Seasonality / Cyclicality](index=63&type=section&id=Seasonality%20/%20Cyclicality) Sinclair's local media segment is impacted by political advertising cycles and seasonal advertising in Q2 and Q4 - Local media segment operating results are subject to cyclical fluctuations from political advertising, with even-numbered years (and presidential election years) showing significantly higher spending[280](index=280&type=chunk) - Q2 and Q4 operating results are typically higher for local media due to increased advertising expenditures for seasonal and holiday spending[280](index=280&type=chunk) - Tennis segment operating results fluctuate based on tournament schedules, with Q1 and Q4 usually higher due to the number and significance of tournaments[281](index=281&type=chunk) [Operating Data](index=63&type=section&id=Operating%20Data) Sinclair's consolidated operating data shows decreased total revenues and operating income, with a widened net loss | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Total revenues | $784 | $829 | $1,560 | $1,627 | | Operating income | $21 | $64 | $35 | $106 | | Net (loss) income attributable to Sinclair | $(64) | $17 | $(220) | $40 | - Total revenues decreased by **5.4%** in Q2 2025 and **4.18%** in H1 2025 year-over-year. Operating income decreased by **67.19%** in Q2 2025 and **67.0%** in H1 2025 year-over-year[282](index=282&type=chunk) [Local Media Segment](index=64&type=section&id=Local%20Media%20Segment) Sinclair's local media segment experienced decreased revenue and operating income due to lower political and core advertising Local Media Segment Revenue (in millions) | Revenue Type | Q2 2025 | Q2 2024 | % Change (QoQ) | H1 2025 | H1 2024 | % Change (YoY) | | :------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Distribution revenue | $380 | $384 | (1)% | $775 | $768 | 1% | | Core advertising revenue | $272 | $285 | (5)% | $543 | $569 | (5)% | | Political advertising revenue | $6 | $40 | (85)% | $12 | $64 | (81)% | | Other media revenues | $21 | $41 | (49)% | $43 | $76 | (43)% | | **Total Media revenues** | **$679**| **$750**| **(9)%** | **$1,373**| **$1,477**| **(7)%** | - Political advertising revenue decreased by **$34 million** (**85%**) in Q2 2025 and **$52 million** (**81%**) in H1 2025 due to 2025 being an off-year election cycle[287](index=287&type=chunk) - Distribution revenue decreased by **1%** in Q2 2025 due to subscriber decreases (low-teen percentages), partially offset by contractual rate increases (low-teen percentages). For H1 2025, it increased by **1%** due to contractual rate increases offsetting subscriber declines[285](index=285&type=chunk) - Media programming and production expenses decreased by **$2 million** (**1%**) in Q2 2025, primarily due to a **$6 million** decrease in litigation and consulting expenses (including a **$3 million** reversal from an FCC consent decree), partially offset by a **$4 million** increase in network affiliation fees[291](index=291&type=chunk) - Media selling, general and administrative expenses decreased by **$16 million** (**9%**) in Q2 2025, driven by a **$10 million** reversal related to the FCC consent decree, **$3 million** in employee compensation cost reduction, and **$2 million** in national sales commissions decrease[293](index=293&type=chunk) [Tennis Segment](index=67&type=section&id=Tennis%20Segment) Sinclair's tennis segment reported increased media revenues and significantly improved operating income Tennis Segment Revenue (in millions) | Revenue Type | Q2 2025 | Q2 2024 | % Change (QoQ) | H1 2025 | H1 2024 | % Change (YoY) | | :------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Distribution revenue | $54 | $51 | 6% | $110 | $103 | 7% | | Core advertising revenue | $13 | $14 | (7)% | $24 | $24 | —% | | Other media revenues | $1 | $2 | (50)% | $2 | $3 | (33)% | | **Total Media revenues** | **$68** | **$67** | **1%** | **$136**| **$130**| **5%** | - Operating income for the tennis segment increased significantly from **$1 million** in Q2 2024 to **$8 million** in Q2 2025, and from **$21 million** in H1 2024 to **$26 million** in H1 2025[299](index=299&type=chunk) - Distribution revenue increased by **6%** in Q2 2025 and **7%** in H1 2025, driven by high-teen percentage increases in contractual rates and high single-digit percentage increases in direct-to-consumer (DTC) subscriptions, partially offset by subscriber decreases[300](index=300&type=chunk) - Media programming and production expenses decreased by **$4 million** (**9%**) in Q2 2025 and **$2 million** (**3%**) in H1 2025, primarily due to shifts in the 2025 tournament calendar[302](index=302&type=chunk) [Other](index=68&type=section&id=Other) The 'Other' segment saw increased media revenues due to Digital Remedy acquisition, but fair value losses impacted results Other Segment Revenue and Operating Income (in millions) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | H1 2025 | H1 2024 | % Change (YoY) | | :-------------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Media revenues | $38 | $9 | n/m | $53 | $15 | n/m | | Non-media revenues | $8 | $11 | (27)% | $14 | $20 | (30)% | | Operating income (loss) | $1 | $0 | n/m | $0 | $(3) | n/m | | Income (loss) from equity method investments | $0 | $78 | n/m | $(5) | $93 | n/m | | Other expense, net | $(24) | $(43) | (44)% | $(93) | $(37) | n/m | - Media revenues increased by **$29 million** in Q2 2025 and **$38 million** in H1 2025, primarily due to the acquisition of Digital Remedy[309](index=309&type=chunk) - Fair value adjustment losses on investments measured at fair value and NAV were **$30 million** in Q2 2025 and **$103 million** in H1 2025, significantly impacting 'Other expense, net'[312](index=312&type=chunk) - In H1 2024, the segment recognized significant gains from equity method investments (**$93 million**) and the sale of broadcast-related assets (**$26 million**), which did not recur in H1 2025[297](index=297&type=chunk)[311](index=311&type=chunk) [Corporate and Unallocated Expenses](index=69&type=section&id=Corporate%20and%20Unallocated%20Expenses) Corporate G&A expenses decreased due to lower legal and employee costs, but a Marquee guarantee loss was recognized Corporate and Unallocated Expenses (in millions) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | H1 2025 | H1 2024 | % Change (YoY) | | :-------------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Corporate general and administrative expenses | $45 | $50 | (10)% | $97 | $108 | (10)% | | Loss on asset dispositions and other, net | $9 | $2 | n/m | $17 | $2 | n/m | | Income tax benefit (provision) | $14 | $(5) | n/m | $60 | $(1) | n/m | - Corporate G&A expenses decreased by **$5 million** (**10%**) in Q2 2025 and **$11 million** (**10%**) in H1 2025, mainly due to lower legal, consulting, and regulatory costs, and reduced employee compensation[313](index=313&type=chunk) - A **$37 million** loss related to the Marquee guarantee was recognized in Q2 2025, partially offset by **$30 million** in insurance proceeds from cyber and D&O policies[314](index=314&type=chunk) - The effective income tax rate for Q2 2025 was an **18.9%** benefit (vs. **19.0%** provision in Q2 2024) and for H1 2025 was a **21.8%** benefit (vs. **1.7%** provision in H1 2024), primarily due to a book loss in 2025[315](index=315&type=chunk)[316](index=316&type=chunk) [SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS](index=70&type=section&id=SINCLAIR%20BROADCAST%20GROUP,%20LLC%20RESULTS%20OF%20OPERATIONS) SBG reported decreased total media revenues and operating income, primarily due to lower political advertising [Seasonality / Cyclicality](index=70&type=section&id=Seasonality%20/%20Cyclicality_SBG) SBG's local media segment is impacted by political advertising cycles and seasonal advertising in Q2 and Q4 - SBG's local media segment operating results are subject to cyclical fluctuations from political advertising, with even-numbered years (and presidential election years) showing significantly higher spending[319](index=319&type=chunk) - Q2 and Q4 operating results are typically higher for local media due to increased advertising expenditures for seasonal and holiday spending[319](index=319&type=chunk) [Operating Data](index=70&type=section&id=Operating%20Data_SBG) SBG's consolidated operating data shows decreased total media revenues and operating income, with a widened net loss | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :----------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Total media revenues | $679 | $750 | $1,373 | $1,477 | | Operating income | $28 | $77 | $40 | $118 | | Net (loss) income attributable to SBG | $(41) | $2 | $(143) | $7 | - Total media revenues decreased by **9.47%** in Q2 2025 and **7.04%** in H1 2025 year-over-year. Operating income decreased by **63.64%** in Q2 2025 and **66.10%** in H1 2025 year-over-year[320](index=320&type=chunk) [Local Media Segment](index=70&type=section&id=Local%20Media%20Segment_SBG) SBG's local media segment results mirror Sinclair's, showing decreased revenues and operating income - SBG's local media segment results are identical to Sinclair's local media segment for the periods presented[321](index=321&type=chunk) [Corporate and Unallocated Expenses](index=71&type=section&id=Corporate%20and%20Unallocated%20Expenses_SBG) SBG's corporate G&A expenses decreased, but a significant loss related to the Marquee guarantee was recognized SBG Corporate and Unallocated Expenses (in millions) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | H1 2025 | H1 2024 | % Change (YoY) | | :-------------------------------- | :------ | :------ | :------------- | :------ | :------ | :------------- | | Corporate general and administrative expenses | $27 | $35 | (23)% | $64 | $76 | (16)% | | Loss on asset dispositions and other, net | $9 | $0 | n/m | $17 | $0 | n/m | | Income tax benefit | $8 | $1 | n/m | $34 | $10 | n/m | - Corporate G&A expenses decreased by **$8 million** (**23%**) in Q2 2025 and **$12 million** (**16%**) in H1 2025, mainly due to lower legal, consulting, and regulatory costs, and reduced employee compensation[324](index=324&type=chunk) - A **$37 million** loss related to the Marquee guarantee was recognized in Q2 2025, partially offset by **$30 million** in insurance proceeds from cyber and D&O policies[325](index=325&type=chunk) - The effective income tax rate for Q2 2025 was a **17.9%** benefit (vs. **38.5%** benefit in Q2 2024) and for H1 2025 was a **19.5%** benefit (vs. **1717.7%** benefit in H1 2024)[326](index=326&type=chunk)[327](index=327&type=chunk) [Liquidity and Capital Resources](index=72&type=section&id=Liquidity%20and%20Capital%20Resources) Sinclair and SBG maintain liquidity, completed debt refinancing, and saw improved operating cash flows - As of June 30, 2025, Sinclair had **$616 million** in cash and cash equivalents and **$650 million** in available borrowing capacity. SBG had **$224 million** in cash and cash equivalents and **$650 million** in available borrowing capacity[329](index=329&type=chunk)[330](index=330&type=chunk) - STG completed a new money financing and debt recapitalization in Q1 2025, repaying Term Loan B-2 due 2026 and extending other debt maturities[332](index=332&type=chunk) - During Q2 2025, STG repurchased **$81 million** of **5.125%** Senior Notes due 2027 for **$77 million**[333](index=333&type=chunk) - Sinclair's operating cash flows increased to **$127 million** in H1 2025 from **$(310) million** in H1 2024, primarily due to increased cash collections from Distributors and the prior period's DSG settlement payment[337](index=337&type=chunk) - SBG's operating cash flows increased to **$113 million** in H1 2025 from **$(312) million** in H1 2024, driven by similar factors as Sinclair[342](index=342&type=chunk) - Sinclair's financing activities used **$143 million** in H1 2025 (vs. **$84 million** in H1 2024), and SBG's used **$146 million** (vs. generated **$63 million** in H1 2024), largely due to debt refinancing and repurchases[339](index=339&type=chunk)[344](index=344&type=chunk) [Sinclair, Inc. Sources and Uses of Cash](index=73&type=section&id=Sinclair,%20Inc.%20Sources%20and%20Uses%20of%20Cash) Sinclair's cash flows show improved operating cash, but increased investing and financing cash usage | Cash Flow Activity | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash flows from (used in) operating activities | $122 | $(306) | $127 | $(310) | | Net cash flows (used in) from investing activities | $(23) | $56 | $(65) | $110 | | Net cash flows used in financing activities | $(114) | $(27) | $(143) | $(84) | [Operating Activities](index=73&type=section&id=Operating%20Activities) Sinclair's operating cash flows significantly increased due to higher cash collections and no prior DSG settlement - Operating cash flows increased from **$(306) million** in Q2 2024 to **$122 million** in Q2 2025, and from **$(310) million** in H1 2024 to **$127 million** in H1 2025[336](index=336&type=chunk)[337](index=337&type=chunk) - Key drivers for the increase include higher cash collections from Distributors and the non-recurrence of the DSG settlement payment from the prior period[337](index=337&type=chunk) [Investing Activities](index=73&type=section&id=Investing%20Activities) Sinclair's investing cash usage increased due to lower distributions from investments and Digital Remedy acquisition - Investing cash flows shifted from generating **$56 million** in Q2 2024 to using **$23 million** in Q2 2025, and from generating **$110 million** in H1 2024 to using **$65 million** in H1 2025[336](index=336&type=chunk)[338](index=338&type=chunk) - The increase in cash used was mainly due to lower distributions and proceeds from investments and the acquisition of Digital Remedy[338](index=338&type=chunk) [Financing Activities](index=73&type=section&id=Financing%20Activities) Sinclair's financing cash usage increased due to debt refinancing, issuance costs, and senior notes repurchases - Financing cash flows used **$114 million** in Q2 2025 (vs. **$27 million** in Q2 2024) and **$143 million** in H1 2025 (vs. **$84 million** in H1 2024)[336](index=336&type=chunk)[339](index=339&type=chunk) - Key factors include the Q1 2025 debt refinancing transactions and the repurchase of **$81 million** of **5.125%** Senior Notes due 2027[339](index=339&type=chunk) - Sinclair declared quarterly dividends of **$0.25** per share in May and August 2025[340](index=340&type=chunk) [Sinclair Broadcast Group, LLC Sources and Uses of Cash](index=74&type=section&id=Sinclair%20Broadcast%20Group,%20LLC%20Sources%20and%20Uses%20of%20Cash) SBG's cash flows show improved operating cash, but increased investing and financing cash usage | Cash Flow Activity | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Net cash flows from (used in) operating activities | $79 | $(329) | $113 | $(312) | | Net cash flows used in investing activities | $(19) | $(23) | $(34) | $(18) | | Net cash flows (used in) from financing activities | $(113) | $67 | $(146) | $63 | [Operating Activities_SBG](index=74&type=section&id=Operating%20Activities_SBG) SBG's operating cash flows significantly increased due to higher cash collections and no prior DSG settlement - Operating cash flows increased from **$(329) million** in Q2 2024 to **$79 million** in Q2 2025, and from **$(312) million** in H1 2024 to **$113 million** in H1 2025[341](index=341&type=chunk)[342](index=342&type=chunk) - Key drivers for the increase include higher cash collections from Distributors and the non-recurrence of the DSG settlement payment from the prior period[342](index=342&type=chunk) [Investing Activities_SBG](index=74&type=section&id=Investing%20Activities_SBG) SBG's investing cash usage increased for H1 2025 due to lower distributions from investments - Investing cash flows used **$19 million** in Q2 2025 (vs. **$23 million** in Q2 2024) and **$34 million** in H1 2025 (vs. **$18 million** in H1 2024)[341](index=341&type=chunk)[343](index=343&type=chunk) - The H1 2025 increase in cash used was mainly due to lower distributions and proceeds from the sale of broadcast investments[343](index=343&type=chunk) [Financing Activities_SBG](index=74&type=section&id=Financing%20Activities_SBG) SBG's financing cash usage increased due to debt refinancing, repurchases, and increased distributions - Financing cash flows used **$113 million** in Q2 2025 (vs. generated **$67 million** in Q2 2024) and used **$146 million** in H1 2025 (vs. generated **$63 million** in H1 2024)[341](index=341&type=chunk)[344](index=344&type=chunk) - Key factors include the Q1 2025 debt refinancing transactions, the repurchase of **$81 million** of **5.125%** Senior Notes due 2027, and increased distributions to its member[344](index=344&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=75&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) No material changes to market risk disclosures have occurred since the December 31, 2024, Annual Report - No material changes to market risk disclosures since the December 31, 2024, Annual Report on Form 10-K[346](index=346&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=75&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Sinclair's and SBG's disclosure controls and procedures were effective as of June 30, 2025, with no material changes - Sinclair's and SBG's disclosure controls and procedures were deemed effective at the reasonable assurance level as of June 30, 2025[349](index=349&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[350](index=350&type=chunk) - Management recognizes that control systems provide only reasonable assurance and cannot prevent all errors or fraud due to inherent limitations[351](index=351&type=chunk) [PART II. OTHER INFORMATION](index=76&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=76&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Sinclair and SBG are involved in various lawsuits and claims in the ordinary course of business - Sinclair and SBG are parties to lawsuits, claims, and regulatory matters in the ordinary course of business, with no material judgments rendered[353](index=353&type=chunk) - Further details on legal proceedings are provided in Note **4**, 'Commitments and Contingencies,' within Sinclair's and SBG's Consolidated Financial Statements[353](index=353&type=chunk)[354](index=354&type=chunk) [ITEM 1A. RISK FACTORS](index=76&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors have occurred since the December 31, 2024, Annual Report - No material changes to risk factors since the December 31, 2024, Annual Report on Form 10-K[355](index=355&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=76&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities or use of proceeds to report[356](index=356&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=76&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report - No defaults upon senior securities to report[357](index=357&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=76&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) There were no mine safety disclosures to report - No mine safety disclosures to report[358](index=358&type=chunk) [ITEM 5. OTHER INFORMATION](index=76&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No directors, managers, or officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025 - No directors, managers, or officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025[359](index=359&type=chunk) [ITEM 6. EXHIBITS](index=77&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including corporate documents and certifications - Key exhibits include Articles of Amendment and Restatement of Sinclair, Inc., an employment agreement for Narinder Sahai, CEO/CFO certifications (Rule **13a-14(a)** and Section **906**), a Stockholders' Agreement, and iXBRL formatted financial statements[360](index=360&type=chunk) [SIGNATURES](index=78&type=section&id=SIGNATURES) The Form 10-Q was duly signed by David R. Bochenek, Senior Vice President/Chief Accounting Officer - The Form 10-Q was signed by David R. Bochenek, Senior Vice President/Chief Accounting Officer, on August **8**, 2025[362](index=362&type=chunk)

Financial Data and Key Metrics Changes - Total advertising revenue was within guidance range, with core advertising revenue up year over year on an as-reported basis [11] - Distribution revenues were below expectations, but still up year over year in the first half of the year and flat in the second quarter [11][30] - Adjusted EBITDA was comfortably above the midpoint of guidance range, driven by better-than-expected media expenses [11][31] - Consolidated media revenue was $777 million, slightly below guidance, reflecting expected industry dynamics in a non-political year [30] - Consolidated adjusted EBITDA was $103 million, exceeding the midpoint of guidance, but down $55 million year over year [31] Business Line Data and Key Metrics Changes - Local Media segment delivered adjusted EBITDA of $99 million, with distribution revenue of $380 million, down 1% year over year [28] - Tennis Channel generated adjusted EBITDA of $13 million, with total revenue of $68 million, up 1% year over year but below guidance [28] - Digital Remedy, now part of Sinclair, recorded $38 million in revenue and $7 million in adjusted EBITDA in the second quarter [30] Market Data and Key Metrics Changes - Multicast networks experienced record growth, with significant year-over-year coverage growth among Nielsen-rated broadcast networks [18] - Core advertising revenue was down 4.7% year over year, impacted by macroeconomic and tariff-related pressures [29] Company Strategy and Development Direction - The company is focusing on transforming its ventures portfolio towards majority-owned assets for greater operational control [11][14] - Sinclair is actively pursuing M&A opportunities following recent deregulation rulings, which are expected to enhance growth and synergies [20][21] - The company aims to leverage its strong balance sheet and financial flexibility to capitalize on M&A activity in the sector [27] Management's Comments on Operating Environment and Future Outlook - Management acknowledged macroeconomic uncertainties but noted signs of improvement in certain advertising categories [19] - The regulatory environment is viewed positively, with recent rulings expected to provide growth opportunities [21][24] - Management expressed confidence in the company's ability to navigate challenges and capitalize on upcoming opportunities, particularly with the return of sports programming [54] Other Important Information - The company appointed a new CFO, Narinder Sahai, who brings extensive financial leadership experience [5][7] - The acquisition of Digital Remedy for approximately $30 million is expected to enhance Sinclair's capabilities in omni-channel media activation [12][30] Q&A Session Summary Question: Regulatory commentary and potential M&A activity - Management indicated a strong position for potential M&A activity following recent deregulation rulings, which are expected to accelerate growth opportunities [20][50] Question: Subscriber trends with virtual distributors - Management noted that a significant virtual MVPD lost subscribers in the second quarter, but expects a rebound with the upcoming football season [43][44] Question: Contribution from announced deals and guidance on retransmission - Management expects tens of millions of dollars in additional EBITDA from upcoming JSA buy-ins and has adjusted retransmission growth guidance to low single digits [51] Question: Core advertising performance outlook - Management remains cautiously optimistic about core advertising performance, anticipating improved demand as sports seasons commence [53][54] Question: Guidance clarification and Ventures monetization process - Management clarified that the sale of four stations impacted Q2 and will affect Q3, and discussed the evaluation process for monetizing Ventures assets [58][62]

Financial Performance - Total advertising revenue for 2Q25 was $322 million, within the guidance range of $318-336 million[11] - Distribution revenue for 2Q25 was $434 million, slightly below the guidance range of $439-441 million[11] - Total media revenue for 2Q25 was $777 million, slightly below the guidance range of $778-798 million[11] - Adjusted EBITDA for 2Q25 was $103 million, above the mid-point of the guidance range of $91-107 million[11] - The company repurchased $81 million of 2027 notes for $77 million[11] Ventures Portfolio - Ventures received $6 million in cash distributions during 2Q25[12] - Ventures made incremental investments of approximately $11 million in 2Q25[12] - Ventures had $393 million in cash at quarter-end[12] - The total book value of non-EBITDA generating assets in the Ventures portfolio is $726 million[16] Strategic Initiatives - Sinclair acquired the remaining stake in Digital Remedy in March 2025 for approximately $30 million[15]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) This section provides an overview of Q2 2025 performance, strategic initiatives, and key operational achievements, including leadership changes and digital media expansion [CEO Commentary](index=1&type=section&id=CEO%20Commentary) Sinclair's CEO reported solid Q2 2025 results, with Adjusted EBITDA exceeding guidance, alongside strategic moves like a new CFO appointment, Compulse rebranding, and expansion of multicast networks and audio strategy - **Adjusted EBITDA** exceeded the midpoint of Q2 guidance, indicating strong operational performance in a challenging macro-economic environment[4](index=4&type=chunk) - Narinder Sahai was appointed as the new **Chief Financial Officer**[4](index=4&type=chunk) - Compulse was successfully rebranded as **Digital Remedy**, a 'Rule of 40' software company specializing in omnichannel media activation and Connected TV[4](index=4&type=chunk) - Multicast networks delivered **record-breaking growth**, and the audio strategy expanded with **five new AMP sports podcasts** launched[4](index=4&type=chunk) [Recent Company Developments](index=1&type=section&id=Recent%20Company%20Developments) Recent developments include strategic personnel changes, growth in core advertising, debt repurchases, significant acquisitions and rebranding in digital media, expansion of content offerings, and community engagement initiatives - Core advertising revenues grew by **$13 million** year-over-year, aligning with expectations[6](index=6&type=chunk) - The Company repurchased **$81 million** par value of Sinclair Television Group notes due in 2027 for **$77 million** cash[6](index=6&type=chunk) - Acquired the remaining **75% of Digital Remedy** in mid-March and rebranded Compulse under the Digital Remedy name in June[6](index=6&type=chunk) - Launched **five new AMP sports podcasts**, including four focused on college football and one on the WNBA[6](index=6&type=chunk) - Sinclair's newsrooms won **208 journalism awards** year-to-date, including **25 RTDNA regional Edward R. Murrow Awards**[7](index=7&type=chunk) - Tennis Channel secured a new **six-year media rights deal** with WTA Ventures, ensuring exclusive US coverage of WTA tennis through **2032**[7](index=7&type=chunk) - Sinclair Cares raised nearly **$200,000** for Texas Flood relief and partnered with the American Cancer Society in July[8](index=8&type=chunk) - Sinclair Ventures made approximately **$11 million** in minority investments and received approximately **$6 million** in distributions during Q2[9](index=9&type=chunk) - Engaged in several broadcast asset transactions, including purchasing WSJV and KXVO, and selling stations in Milwaukee, Springfield, Ottumwa, and Quincy[13](index=13&type=chunk) - Launched WKOF in Syracuse, NY, as an **ATSC 3.0 lighthouse**, marking the first TV license initiated under the NextGen Broadcast standard[13](index=13&type=chunk) [Financial Performance - Q2 2025](index=2&type=section&id=Financial%20Performance%20-%20Q2%202025) This section details Sinclair's consolidated and segment financial results for Q2 and H1 2025, highlighting revenue, income, and EBITDA trends [Consolidated Financial Results (Three Months Ended June 30, 2025)](index=2&type=section&id=Consolidated%20Financial%20Results%20(Three%20Months%20Ended%20June%2030%2C%202025)) For the second quarter of 2025, Sinclair reported a decrease in total revenues and a significant decline in operating income and Adjusted EBITDA, leading to a net loss, while core advertising showed growth Consolidated Financial Results (Q2 2025 vs Q2 2024) | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | Total Revenues | $784 | $829 | -5% | | Media Revenues | $777 | $819 | -5% | | Total Advertising Revenues | $322 | $343 | -6% | | Core Advertising Revenues | $316 | $303 | +4% | | Distribution Revenues | $434 | $435 | -0.2% | | Operating Income | $21 | $64 | -67.2% | | Net Loss Attributable to Co. | ($64) | $17 | N/A (loss) | | Adjusted EBITDA | $103 | $158 | -35% | | Diluted EPS | ($0.91) | $0.27 | N/A (loss) | [Consolidated Financial Results (Six Months Ended June 30, 2025)](index=3&type=section&id=Consolidated%20Financial%20Results%20(Six%20Months%20Ended%20June%2030%2C%202025)) For the first half of 2025, Sinclair experienced a decline in total revenues, operating income, and Adjusted EBITDA, resulting in a larger net loss compared to the prior year period, with slight core advertising growth and increased distribution revenues Consolidated Financial Results (H1 2025 vs H1 2024) | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | Total Revenues | $1,560 | $1,627 | -4% | | Media Revenues | $1,547 | $1,611 | -4% | | Total Advertising Revenues | $620 | $664 | -7% | | Core Advertising Revenues | $608 | $600 | +1% | | Distribution Revenues | $885 | $871 | +1.6% | | Operating Income | $35 | $106 | -67% | | Net Loss Attributable to Co. | ($220) | $40 | N/A (loss) | | Adjusted EBITDA | $215 | $297 | -28% | | Diluted EPS | ($3.20) | $0.61 | N/A (loss) | [Segment Financial Information (Three Months Ended June 30, 2025 & 2024)](index=4&type=section&id=Segment%20Financial%20Information%20(Three%20Months%20Ended%20June%2030%2C%202025%20%26%202024)) Segment-wise, Local Media saw a decrease in total revenues and Adjusted EBITDA in Q2 2025 compared to Q2 2024, while Tennis segment revenues slightly increased with a significant rise in Adjusted EBITDA, and the 'Other' segment experienced revenue growth but stable Adjusted EBITDA Segment Financial Performance (Q2 2025) | Metric (Millions) | Local Media | Tennis | Other | | :---------------- | :---------- | :----- | :---- | | Distribution Revenue | $380 | $54 | — | | Core Advertising Revenue | $272 | $13 | $38 | | Political Advertising Revenue | $6 | — | — | | Other Media Revenue | $21 | $1 | — | | **Total Revenues** | **$679** | **$68** | **$46** | | Operating Income (Loss) | $65 | $8 | $1 | | **Adjusted EBITDA** | **$99** | **$13** | **$3** | Segment Financial Performance (Q2 2024) | Metric (Millions) | Local Media | Tennis | Other | | :---------------- | :---------- | :----- | :---- | | Distribution Revenue | $384 | $51 | — | | Core Advertising Revenue | $285 | $14 | $9 | | Political Advertising Revenue | $40 | — | — | | Other Media Revenue | $41 | $2 | — | | **Total Revenues** | **$750** | **$67** | **$20** | | Operating Income (Loss) | $83 | $1 | — | | **Adjusted EBITDA** | **$163** | **$7** | **$3** | [Financial Position & Cash Flow](index=6&type=section&id=Financial%20Position%20%26%20Cash%20Flow) This section outlines Sinclair's debt, cash position, share information, and capital expenditures as of June 30, 2025 [Balance Sheet and Cash Flow Highlights](index=6&type=section&id=Balance%20Sheet%20and%20Cash%20Flow%20Highlights) As of June 30, 2025, Sinclair's total debt stood at $4,106 million, with $616 million in cash and cash equivalents, having repurchased $81 million of notes and paid a quarterly cash dividend of $0.25 per share Key Financial Position & Cash Flow Data (as of June 30, 2025) | Metric | Amount (Millions) | | :-------------------------------- | :---------------- | | Total Company Debt | $4,106 | | Sinclair Television Group Notes Repurchased (par value) | $81 | | Cash Paid for Notes Repurchase | $77 | | Cash and Cash Equivalents | $616 | | SBG Cash | $224 | | Ventures Cash | $393 | | Class A Common Shares Outstanding | 45.9 million | | Class B Common Shares Outstanding | 23.8 million | | Total Common Shares Outstanding | 69.7 million | | Quarterly Cash Dividend Paid (June) | $0.25 per share | | Capital Expenditures (Q2 2025) | $17 | [Outlook](index=7&type=section&id=Outlook) This section provides Sinclair's financial guidance for Q3 2025 and the full year 2025, covering revenues, expenses, and EBITDA [Q3 2025 Guidance](index=7&type=section&id=Q3%202025%20Guidance) Sinclair projects total revenues for Q3 2025 to be between $752 million and $776 million, with core advertising revenue expected to be $303 million to $314 million, operating income from a loss of $6 million to a gain of $17 million, and Adjusted EBITDA from $71 million to $93 million Q3 2025 Consolidated Financial Guidance | Metric | Range (Millions) | | :-------------------------- | :---------------- | | Core Advertising Revenue | $303 to $314 | | Political Advertising Revenue | $7 to $8 | | Advertising Revenue | $310 to $322 | | Distribution Revenue | $413 to $425 | | Media Revenues | $744 to $768 | | Total Revenues | $752 to $776 | | Operating Income | ($6) to $17 | | Adjusted EBITDA | $71 to $93 | [Full Year 2025 Guidance](index=8&type=section&id=Full%20Year%202025%20Guidance) For the full year 2025, Sinclair provides consolidated guidance for various expenses and cash flow items, including capital expenditures of $82 million to $85 million and interest expense of $356 million, which includes $68 million related to comprehensive refinancing Full Year 2025 Consolidated Guidance (Selected Items) | Metric | Amount (Millions) | | :---------------------------------------------------------------- | :---------------- | | Non-media expenses | $52 | | Amortization of program costs | $72 | | Corporate general and administrative | $176 | | Stock based compensation | $54 | | Non-recurring and unusual transaction, implementation, legal, regulatory and other costs | $18 | | Interest expense (net) (includes $68M refinancing fees) | $356 | | Capital expenditures | $82 to $85 | | Distributions to noncontrolling interests | $11 | | Cash distributions from equity investments | $29 | | Net cash tax payments | $43 to $49 | [Supplementary Information](index=8&type=section&id=Supplementary%20Information) This section provides an overview of Sinclair, detailed financial statements, non-GAAP reconciliations, and forward-looking statement disclaimers [Company Overview](index=8&type=section&id=Company%20Overview) Sinclair, Inc. is a diversified media company and a leading provider of local news and sports, operating 178 television stations in 81 markets, with a portfolio including Tennis Channel, various multicast networks, NewsON, and AMP Media - Sinclair operates or provides services to **178 television stations** in **81 markets**, affiliated with all major broadcast networks[31](index=31&type=chunk) - Key assets include **Tennis Channel**, multicast networks (CHARGE, Comet, ROAR, The Nest), and **NewsON**, the largest streaming aggregator of local news[31](index=31&type=chunk) - **AMP Media** produces a growing portfolio of digital content and original podcasts[31](index=31&type=chunk) [Consolidated Statements of Operations](index=9&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the preliminary unaudited consolidated statements of operations for Sinclair, Inc. and Subsidiaries for the three and six months ended June 30, 2025, and 2024, detailing revenues, operating expenses, other income/expense, and net income/loss - The full consolidated statements of operations are provided, detailing revenues, operating expenses, and net income/loss for both quarterly and year-to-date periods[32](index=32&type=chunk) [Non-GAAP Reconciliation](index=10&type=section&id=Non-GAAP%20Reconciliation) This section defines Adjusted EBITDA as a non-GAAP operating performance measure used by management and the Board, providing a reconciliation of consolidated net income to Adjusted EBITDA and segment GAAP operating income to segment Adjusted EBITDA for the three and six months ended June 30, 2025, and 2024 - **Adjusted EBITDA** is defined as earnings before interest, tax, depreciation and amortization, and non-recurring and unusual transaction, implementation, legal, regulatory and other costs, as well as certain non-cash items less amortization of program costs[20](index=20&type=chunk)[23](index=23&type=chunk)[33](index=33&type=chunk) Reconciliation of Consolidated Net (Loss) Income to Adjusted EBITDA (Q2 & H1 2025 vs 2024) | Metric (Millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :---------------------------------------------------------------- | :------ | :------ | :------ | :------ | | Net (loss) income | ($62) | $19 | ($216) | $44 | | Add: Income tax (benefit) provision | ($14) | $5 | ($60) | $1 | | Add: Other (income) expense | ($3) | $2 | ($3) | ($26) | | Add: Loss (income) from equity method investments | $1 | ($78) | $7 | ($92) | | Add: Loss from other investments and impairments | $30 | $47 | $103 | $45 | | Add: Gain on extinguishment of debt/insurance proceeds | ($5) | ($1) | ($7) | ($3) | | Add: Interest expense | $82 | $76 | $226 | $152 | | Less: Interest income | ($7) | ($6) | ($15) | ($15) | | Less: Loss on asset dispositions and other, net | $9 | $2 | $17 | $2 | | Add: Amortization of intangible assets & other assets | $35 | $38 | $71 | $76 | | Add: Depreciation of property & equipment | $24 | $25 | $50 | $50 | | Add: Stock-based compensation | $15 | $10 | $36 | $38 | | Add: Non-recurring and unusual transaction, implementation, legal, regulatory and other costs | ($2) | $19 | $6 | $25 | | **Adjusted EBITDA** | **$103** | **$158** | **$215** | **$297** | - Reconciliations of Segment GAAP Operating Income to Segment Adjusted EBITDA are provided for Local Media, Tennis, and Other segments for Q2 2025 and Q2 2024[38](index=38&type=chunk)[39](index=39&type=chunk) [Forward-Looking Statements & Contacts](index=13&type=section&id=Forward-Looking%20Statements%20%26%20Contacts) This section includes a standard disclaimer regarding forward-looking statements, outlining various risks and uncertainties that could cause actual results to differ materially from projections, and provides contact information for investor relations and media inquiries - Forward-looking statements are subject to risks and uncertainties, including subscriber declines, debt servicing ability, execution of agreements, acquisition integration, competition, advertising fluctuations, programming costs, cybersecurity risks, regulatory changes, and litigation[40](index=40&type=chunk) - Investor contacts are **Christopher C. King** (VP, Investor Relations) and **Billie-Jo McIntire** (VP, Corporate Finance), reachable at **(410) 568-1500**[41](index=41&type=chunk) - Media contact is **jbellucci-c@sbgtv.com**[41](index=41&type=chunk)

Group 1 - Sinclair, Inc. (NASDAQ: SBGI) has reported a new agreement with YouTube, indicating positive expectations for upcoming reforms [1] - The company has made recent acquisitions in the last quarter and may announce new acquisitions soon [1] - The analysis focuses on cash flow statements and unlevered free cash flow figures, with assumptions based on previous financial data and forecasts for the business model [1] Group 2 - The financial models may include various financial metrics such as cost of capital, cost of debt, WACC, share count, and net debt [1] - The analysis typically does not cover growth stocks, instead focusing on companies with a long history of financial reporting [1] - Trading multiples studied include EV/FCF, net income, and EV/EBITDA [1]

Acquisition and Partnership Highlights - Bally's will acquire 100% ownership of BetWorks for $125 million, with 50% in cash and 50% in equity[8] - Bally's and Sinclair are entering into a media partnership, integrating Bally's content into Sinclair's broadcast stations and sports networks[8] - Sinclair will receive warrants and options to own a minority stake in Bally's[8] Market Opportunity - Bally's is positioned to capture a significant share of the ~$50 billion U S sports betting and iGaming market opportunity[27] - The U S online sports betting and iGaming market is estimated to reach $2 6 billion in 2020[28] - The U S online sports betting and iGaming market generated $1 0 billion in 2019[28] Sinclair Broadcast Group Overview - Sinclair Broadcast Group has coverage of ~70% of total U S households[32] - Sinclair's RSNs broadcast over 4,600 professional sports games per year[35] - Sinclair owns, operates, and/or provides services to 190 television stations[39] Bally's Strategic Positioning - Bally's has a strategic footprint in states that have generated ~80% of the US sports betting revenues[13] - Bally's database size is ~14 million[14]

Core Insights - Gabelli Funds will host its 17th Annual Media & Entertainment Symposium on June 5, 2025, at the Harvard Club in New York City, focusing on industry dynamics, current trends, and business fundamentals [1] - The symposium will include discussions on Sports Investing, Media & Telecom Regulatory issues, and Advertising Panels, providing a platform for attendees to engage with leading companies in the media ecosystem [1][3] - A webcast option will be available for those unable to attend in person, ensuring broader access to the discussions and insights shared during the event [1] Presenting Companies - Notable companies participating in one-on-one meetings include Atlanta Braves Holdings, AMC Networks, Lionsgate Studios, Churchill Downs, Nexstar Media Group, Genius Sports, Reservoir Media, Gray Television, Rogers Communications, Live Nation Entertainment, Sinclair Inc., Sportradar Group, TEGNA Inc., TKO Group, and The E.W. Scripps Company [2] Panel Discussions - The symposium will feature several panel discussions, including "Sports Investing: Ways to Play," a TV Bureau of Advertising (TVB) Panel, and a Media & Telecom Regulatory Expert Session led by former FCC Commissioner Rob McDowell [3]

[Forward-Looking Statements and Risk Factors](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risk%20Factors) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements based on current expectations and projections, subject to various risks and uncertainties, with no obligation for the company to update them, cautioning readers against undue reliance - The forward-looking statements are based on current expectations and are subject to risks, uncertainties, and assumptions[8](index=8&type=chunk) - The company does not commit to updating or revising any forward-looking statements, which are only valid as of the date they are made[15](index=15&type=chunk) [Risk Factors Summary](index=3&type=section&id=Risk%20Factors%20Summary) The company identifies several categories of risks that could materially affect future results, including industry-specific risks like MVPD subscriber churn and programming costs, regulatory risks from the FCC, company-specific risks such as debt service and monetizing NextGen TV, and general risks including economic conditions and cybersecurity threats - Industry risks include adverse impacts from economic conditions, MVPD subscriber churn due to OTT platforms, and the rising cost and availability of programming content[9](index=9&type=chunk) - Regulatory risks involve potential changes in FCC rules regarding ownership, retransmission consent, and the rollout of NextGen TV[12](index=12&type=chunk) - Company-specific risks include the ability to service debt, successfully renegotiate retransmission agreements, deploy and monetize NextGen TV, and manage risks associated with artificial intelligence[12](index=12&type=chunk) - General risks encompass changes in national economies, geopolitical conditions like the war in Ukraine, natural disasters, and cybersecurity incidents[16](index=16&type=chunk) [PART I. FINANCIAL INFORMATION](index=9&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=9&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements for Sinclair, Inc. and its subsidiary, Sinclair Broadcast Group, LLC (SBG), for the quarterly period ended March 31, 2025, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, along with detailed notes [Sinclair, Inc. Financial Statements (Unaudited)](index=9&type=section&id=ITEM%201A.%20FINANCIAL%20STATEMENTS%20OF%20SINCLAIR%2C%20INC.%20(UNAUDITED)) For the quarter ended March 31, 2025, Sinclair, Inc. reported total revenues of $776 million, a decrease from $798 million in the prior year period, and a net loss of $154 million, a significant shift from a net income of $25 million in Q1 2024, primarily driven by higher interest expenses and a loss from investments, with total assets decreasing slightly to $5.78 billion from $5.89 billion at year-end 2024 Sinclair, Inc. Consolidated Statement of Operations Highlights (in millions) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total Revenues** | $776 | $798 | | Media Revenues | $770 | $792 | | Operating Income | $14 | $42 | | Interest Expense | $(144) | $(76) | | **Net (Loss) Income** | $(154) | $25 | | Net (Loss) Income Attributable to Sinclair | $(156) | $23 | | **Diluted EPS** | $(2.30) | $0.35 | Sinclair, Inc. Consolidated Balance Sheet Highlights (in millions) | Metric | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $631 | $697 | | Total Current Assets | $1,504 | $1,485 | | **Total Assets** | $5,779 | $5,885 | | Total Current Liabilities | $724 | $605 | | **Total Liabilities** | $5,411 | $5,369 | | **Total Equity** | $368 | $516 | Sinclair, Inc. Consolidated Cash Flow Highlights (in millions) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $5 | $(4) | | Net cash (used in) from investing activities | $(42) | $54 | | Net cash used in financing activities | $(29) | $(57) | [Notes to Sinclair, Inc. Financial Statements](index=16&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail the company's operations across its local media and tennis segments, including the acquisition of CPX Interactive for approximately $30 million, an agreement to sell four TV stations for $30 million, significant debt refinancing activities in Q1 2025 to extend maturities, the settlement of the Diamond Litigation for $495 million, and a declared quarterly dividend of $0.25 per share - Sinclair operates two reportable segments: local media (185 broadcast stations) and tennis (Tennis Channel and related properties)[41](index=41&type=chunk) Revenue by Segment (Q1 2025 vs Q1 2024, in millions) | Segment | Q1 2025 Revenue | Q1 2024 Revenue | | :--- | :--- | :--- | | Local Media | $694 | $727 | | Tennis | $68 | $63 | | Other | $21 | $15 | | Eliminations | $(7) | $(7) | | **Total** | **$776** | **$798** | - In Q1 2025, the company acquired the remaining 75% of CPX Interactive for approximately **$30 million** and entered an agreement to sell four stations for about **$30 million**, recording an estimated loss of **$17 million** on the sale[65](index=65&type=chunk)[66](index=66&type=chunk) - Completed a series of financing transactions in Q1 2025, including issuing **$1.43 billion** in new notes to repay debt due in 2026 and extending other debt maturities[78](index=78&type=chunk)[80](index=80&type=chunk)[83](index=83&type=chunk) - A global settlement was approved for the Diamond Litigation, with Sinclair making a cash payment of **$495 million** to DSG, and Sinclair's equity interest in DSG was terminated upon DSG's emergence from bankruptcy on January 2, 2025[108](index=108&type=chunk) - The Board of Directors declared a quarterly dividend of **$0.25 per share** in May 2025[72](index=72&type=chunk) [Sinclair Broadcast Group, LLC Financial Statements (Unaudited)](index=34&type=section&id=ITEM%201B.%20FINANCIAL%20STATEMENTS%20OF%20SINCLAIR%20BROADCAST%20GROUP%2C%20LLC%20(UNAUDITED)) For the quarter ended March 31, 2025, Sinclair Broadcast Group, LLC (SBG), which comprises the local media segment, reported total media revenues of $694 million, down from $727 million in Q1 2024, and posted a net loss of $101 million, compared to a net income of $6 million in the prior-year period, largely due to increased interest expenses from debt refinancing, with total assets standing at $4.62 billion SBG, LLC Consolidated Statement of Operations Highlights (in millions) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total Media Revenues** | $694 | $727 | | Operating Income | $12 | $41 | | Interest Expense | $(144) | $(76) | | **Net (Loss) Income** | $(101) | $6 | | Net (Loss) Income Attributable to SBG | $(102) | $5 | SBG, LLC Consolidated Balance Sheet Highlights (in millions) | Metric | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $277 | $291 | | **Total Assets** | $4,617 | $4,689 | | **Total Liabilities** | $5,346 | $5,315 | | **Total Deficit** | $(729) | $(626) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses key operational events, including a multi-year affiliation renewal with NBC and a distribution agreement with YouTube TV, noting a 5% decline in Local Media revenue due to a cyclical drop in political advertising, while Tennis segment revenue grew 8%, and expresses confidence in liquidity after completing a major debt refinancing to extend maturities and strengthen its balance sheet - Key corporate developments in Q1 2025 include renewing affiliation agreements with NBC, reaching a distribution agreement with YouTube TV, and launching new content like the BFFR podcast[271](index=271&type=chunk) - In February 2025, the company completed a significant debt recapitalization to strengthen the balance sheet and extend its debt maturity profile[274](index=274&type=chunk) Local Media Segment Revenue (Q1 2025 vs Q1 2024, in millions) | Revenue Type | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Distribution | $395 | $384 | 3% | | Core Advertising | $271 | $284 | (5)% | | Political Advertising | $6 | $24 | (75)% | | **Total Media Revenues** | **$694** | **$727** | **(5)%** | - The decrease in Local Media revenue was primarily driven by a cyclical **$18 million (75%)** decrease in political advertising revenue, as 2025 is an off-year election cycle[283](index=283&type=chunk) - Tennis segment revenue increased **8%** to **$68 million**, driven by higher distribution fees and advertising revenue from an expanded tournament calendar[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - As of March 31, 2025, Sinclair had **$631 million** in cash and **$650 million** in available borrowing capacity, with management believing liquidity is sufficient for the next twelve months[317](index=317&type=chunk)[322](index=322&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=69&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company reports that there have been no material changes from the quantitative and qualitative disclosures about market risk previously detailed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes to the market risk disclosures from the company's 2024 Form 10-K[335](index=335&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Based on an evaluation as of March 31, 2025, the management of both Sinclair, Inc. and SBG, including their respective CEOs and CFOs, concluded that their disclosure controls and procedures were effective at a reasonable assurance level, with no material changes in internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures for both Sinclair, Inc. and SBG were effective as of March 31, 2025[338](index=338&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[339](index=339&type=chunk) [PART II. OTHER INFORMATION](index=71&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=71&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section directs readers to Note 4, "Commitments and Contingencies," within the consolidated financial statements for a detailed discussion of pending lawsuits and other legal matters - For information on legal proceedings, the report refers to Note 4 of the Consolidated Financial Statements[342](index=342&type=chunk)[343](index=343&type=chunk) [Risk Factors](index=71&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[344](index=344&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[345](index=345&type=chunk) [Defaults Upon Senior Securities](index=71&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None reported[346](index=346&type=chunk) [Mine Safety Disclosures](index=71&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - None reported[347](index=347&type=chunk) [Other Information](index=71&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the first quarter of 2025, no directors or officers of Sinclair or SBG adopted or terminated any Rule 10b5-1 trading plans for the purchase or sale of the company's securities - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[348](index=348&type=chunk) [Exhibits](index=72&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including the company's Annual Incentive Plan, certifications from the CEO and CFO as required by the Sarbanes-Oxley Act, and the iXBRL formatted financial statements - The report includes exhibits such as the Sinclair, Inc. Annual Incentive Plan, CEO and CFO certifications pursuant to Rule 13a-14(a) and Section 906 of Sarbanes-Oxley, and iXBRL data files[349](index=349&type=chunk)

Group 1 - Sinclair reported a quarterly loss of $2.18 per share, which was worse than the Zacks Consensus Estimate of a loss of $1.78, and a significant decline from earnings of $0.43 per share a year ago, indicating an earnings surprise of -22.47% [1] - The company posted revenues of $776 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 0.99%, but down from $798 million in the same quarter last year [2] - Over the last four quarters, Sinclair has surpassed consensus EPS estimates three times and topped consensus revenue estimates two times [2] Group 2 - The stock's immediate price movement will depend on management's commentary during the earnings call, with Sinclair shares down about 3.7% year-to-date compared to the S&P 500's decline of -4.7% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.36 on revenues of $790.7 million, and for the current fiscal year, it is -$2.24 on revenues of $3.19 billion [7] - The Zacks Industry Rank places Media Conglomerates in the top 31% of over 250 Zacks industries, suggesting that the industry outlook can significantly impact stock performance [8]

Financial Data and Key Metrics Changes - Total media revenue was in line with expectations, with adjusted EBITDA exceeding the high end of guidance by approximately $9 million [6][24][30] - Distribution revenues increased by $15 million year over year, although they came in $2 million below guidance due to subscriber churn not catching up [7][24] - First lien net leverage was 1.8 times, total first lien net leverage at 4.2 times, and total net leverage at 5.8 times as of March 31 [22][23] Business Line Data and Key Metrics Changes - Local Media segment saw core advertising down 4.5% year over year, while distribution revenues grew year over year but were slightly below expectations [24][30] - Tennis Channel reported revenues and adjusted EBITDA in line with guidance, with total revenues growing by 9% year over year [25][30] - Adjusted EBITDA declined by $27 million year over year, driven by lower core political and management fee revenues [26] Market Data and Key Metrics Changes - Core advertising revenues were within guidance range, down low single digits year over year, with expectations for growth in the upcoming political season [12][13] - Net retransmission revenues grew by mid single digits year over year, with a two-year CAGR expected through the end of the year [14] - Subscriber churn has moderated, with Charter reducing video subscriber discounts by 55% year over year [14] Company Strategy and Development Direction - The company is transforming its ventures portfolio towards more majority-owned assets and is focused on expanding its digital and streaming footprint [8][10] - Regulatory optimism exists regarding potential changes to outdated FCC regulations that could facilitate M&A activity and strengthen local journalism [19][20] - The company is committed to elevating women's sports through new podcast launches and partnerships [17][18] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding core advertising growth despite reduced visibility due to macroeconomic uncertainties [40][41] - The upcoming political season is expected to drive advertising dollars, with competitive Senate and gubernatorial races anticipated [13][24] - The company is positioned for growth with a strong balance sheet and a comprehensive refinancing completed [22][31] Other Important Information - Lucy Rutishauser, CFO, announced her upcoming retirement after over 26 years with the company, with plans for a smooth transition [21][20] - The company repurchased approximately $66 million in face value of STG's 2027 notes for $62 million in early April [23][30] Q&A Session Summary Question: Comments on FCC regulations and retransmission rates - Management noted that the FCC has the ability to regulate network-affiliate relationships and that capping retransmission rates could level the playing field [36][37] Question: Visibility on core advertising and economic uncertainties - Management indicated that while they expect core advertising to grow year over year, visibility has decreased due to uncertainties in key advertising categories [39][40] Question: Trends in automotive advertising - Management has not seen a significant bump in automotive advertising but noted that Nissan is planning an aggressive ad campaign [46] Question: Capital allocation priorities and debt repayment - The focus remains on deleveraging the local media group, with continued debt paydown expected [50] Question: Details on the Compulse acquisition - Compulse is described as a best-in-class platform delivering double-digit growth, with plans to scale it significantly [70][72]