Edgar Filing: SINCLAIR BROADCAST GROUP INC

SEC Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2016

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

For the transition period from to .

COMMISSION FILE NUMBER: 000-26076

SINCLAIR BROADCAST GROUP, INC.

(Exact name of Registrant as specified in its charter)



Maryland (State or other jurisdiction of Incorporation or organization)		52-1494660 (I.R.S. Employer Identification No.)

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

(Address of principal executive office, zip code)

(410) 568-1500

(Registrant’s telephone number, including area code)

None

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes x		No o

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



Yes x		No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o

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



Yes o		No x

Indicate the number of share outstanding of each of the issuer’s classes of common stock as of the latest practicable date.



Title of each class		Number of shares outstanding as of May 9, 2016
Class A Common Stock		69,102,681
Class B Common Stock		25,928,357

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SINCLAIR BROADCAST GROUP, INC.

FORM 10-Q

FOR THE QUARTER ENDED March 31, 2016

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3

CONSOLIDATED BALANCE SHEETS	4

CONSOLIDATED STATEMENTS OF OPERATIONS	5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	6

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)	7

CONSOLIDATED STATEMENTS OF CASH FLOWS	9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38

ITEM 4. CONTROLS AND PROCEDURES	38

PART II. OTHER INFORMATION	39

ITEM 1. LEGAL PROCEEDINGS	39

ITEM 1A. RISK FACTORS	39

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	39

ITEM 4. MINE SAFETY DISCLOSURES	39

ITEM 5. OTHER INFORMATION	39

ITEM 6. EXHIBITS	40

SIGNATURE	41

EXHIBIT INDEX	42

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED BALANCE SHEETS

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



	As of March 31, 2016			As of December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	141,524		$	149,972
Accounts receivable, net of allowance for doubtful accounts of $3,858 and $4,495, respectively	417,060			424,608
Current portion of program contract costs	62,704			91,466
Income taxes receivable	—			823
Prepaid expenses and other current assets	52,093			26,903
Deferred barter costs	9,151			7,991
Total current assets	682,532			701,763
PROGRAM CONTRACT COSTS, less current portion	14,543			18,996
PROPERTY AND EQUIPMENT, net	723,762			717,137
RESTRICTED CASH	3,000			3,725
GOODWILL	2,081,936			1,931,093
INDEFINITE-LIVED INTANGIBLE ASSETS	167,075			132,465
DEFINITE-LIVED INTANGIBLE ASSETS, net	1,861,444			1,751,570
OTHER ASSETS	212,906			175,566
Total assets (a)	$	5,747,198		$	5,432,315
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	261,888		$	251,313
Income taxes payable	9,031			—
Current portion of notes payable, capital leases and commercial bank financing	168,388			164,184
Current portion of notes and capital leases payable to affiliates	3,362			3,166
Current portion of program contracts payable	85,779			108,260
Deferred barter revenues	9,258			8,080
Total current liabilities	537,706			535,003
LONG-TERM LIABILITIES:
Notes payable, capital leases and commercial bank financing, less current portion	3,998,674			3,669,160
Notes payable and capital leases to affiliates, less current portion	16,682			17,850
Program contracts payable, less current portion	51,033			56,921
Deferred tax liabilities	551,518			585,072
Other long-term liabilities	71,687			68,631
Total liabilities (a)	5,227,300			4,932,637
COMMITMENTS AND CONTINGENCIES (See Note 4)
EQUITY:
SINCLAIR BROADCAST GROUP SHAREHOLDERS’ EQUITY:
Class A Common Stock, $.01 par value, 500,000,000 shares authorized, 69,072,101 and 68,792,483 shares issued and outstanding, respectively	691			688
Class B Common Stock, $.01 par value, 140,000,000 shares authorized, 25,928,357 and 25,928,357 shares issued and outstanding, respectively, convertible into Class A Common Stock	259			259
Additional paid-in capital	973,663			962,726
Accumulated deficit	(426,731		)	(437,029		)
Accumulated other comprehensive loss	(834		)	(834		)
Total Sinclair Broadcast Group shareholders’ equity	547,048			525,810
Noncontrolling interests	(27,150		)	(26,132		)
Total equity	519,898			499,678
Total liabilities and equity	$	5,747,198		$	5,432,315

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

(a)

Our consolidated total assets as of March 31, 2016 and December 31, 2015 include total assets of variable interest entities (VIEs) of $148.0 million and $152.4 million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of March 31, 2016 and December 31, 2015 include total liabilities of the VIEs of $34.0 million and $35.6 million, respectively, for which the creditors of the VIEs have no recourse to us. See Note 1. Nature of Operations and Summary of Significant Accounting Policies.

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data) (Unaudited)



	Three Months Ended March 31,
	2016			2015
REVENUES:
Media revenues	$	531,323		$	464,751
Revenues realized from station barter arrangements	26,510			20,959
Other non-media revenues	21,056			19,065
Total revenues	578,889			504,775
OPERATING EXPENSES:
Media production expenses	215,877			171,571
Media selling, general and administrative expenses	115,009			102,241
Expenses recognized from station barter arrangements	22,925			17,412
Amortization of program contract costs and net realizable value adjustments	33,460			30,391
Other non-media expenses	17,697			14,913
Depreciation of property and equipment	24,035			25,189
Corporate general and administrative expenses	21,341			16,038
Amortization of definite-lived intangible and other assets	43,765			39,980
Research and development expenses	1,101			2,515
Gain on asset disposition	(2,660		)	(22		)
Total operating expenses	492,550			420,228
Operating income	86,339			84,547
OTHER INCOME (EXPENSE):
Interest expense and amortization of debt discount and deferred financing costs	(49,415		)	(46,648		)
Income from equity and cost method investments	423			3,146
Other income, net	462			218
Total other expense, net	(48,530		)	(43,284		)
Income before income taxes	37,809			41,263
INCOME TAX PROVISION	(12,180		)	(16,427		)
NET INCOME	25,629			24,836
Net income attributable to the noncontrolling interests	(1,489		)	(554		)
NET INCOME ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP	$	24,140		$	24,282
Dividends declared per share	$	0.165		$	0.165
BASIC AND DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR BROADCAST GROUP:
Basic earnings per share	$	0.25		$	0.26
Diluted earnings per share	$	0.25		$	0.25
Weighted average common shares outstanding	94,701			95,131
Weighted average common and common equivalent shares outstanding	95,614			95,771

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) (Unaudited)



	Three Months Ended March 31,
	2016			2015
Net income	$	25,629		$	24,836
Amortization of net periodic pension benefit costs, net of taxes	—			84
Comprehensive income	25,629			24,920
Comprehensive income attributable to the noncontrolling interests	(1,489		)	(554		)
Comprehensive income attributable to Sinclair Broadcast Group	$	24,140		$	24,366

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

(in thousands) (Unaudited)



	Sinclair Broadcast Group Shareholders
	Class A Common Stock					Class B Common Stock			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity (Deficit)
	Shares		Values			Shares	Values		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity (Deficit)
BALANCE, December 31, 2014	69,578,899		$	696		25,928,357	$	259	$	979,202		$	(545,820	)	$	(6,455	)	$	(22,539	)	$	405,343
Dividends declared and paid on Class A and Class B Common Stock	—		—			—	—		—			(15,715		)	—			—			(15,715		)
Repurchases of Class A Common Stock	(304,787	)	(3		)	—	—		(7,800		)	—			—			—			(7,803		)
Class A Common Stock issued pursuant to employee benefit plans	217,803		2			—	—		7,824			—			—			—			7,826
Tax benefit on share based awards	—		—			—	—		688			—			—			—			688
Distributions to noncontrolling interests, net	—		—			—	—		—			—			—			(2,819		)	(2,819		)
Other comprehensive income	—		—			—	—		—			—			84			—			84
Net income	—		—			—	—		—			24,282			—			554			24,836
BALANCE, March 31, 2015	69,491,915		$	695		25,928,357	$	259	$	979,914		$	(537,253	)	$	(6,371	)	$	(24,804	)	$	412,440

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

(In thousands) (Unaudited)



	Sinclair Broadcast Group Shareholders
	Class A Common Stock			Class B Common Stock			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity (Deficit)
	Shares	Values		Shares	Values		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity (Deficit)
BALANCE, December 31, 2015	68,792,483	$	688	25,928,357	$	259	$	962,726	$	(437,029	)	$	(834	)	$	(26,132	)	$	499,678
Cumulative effect of adoption of new accounting standard	—	—		—	—		431		1,833			—			—			2,264
Dividends declared and paid on Class A and Class B Common Stock	—	—		—	—		—		(15,675		)	—			—			(15,675		)
Class A Common Stock issued pursuant to employee benefit plans	279,618	3		—	—		10,506		—			—			—			10,509
Distributions to noncontrolling interests, net	—	—		—	—		—		—			—			(2,713		)	(2,713		)
Issuance of subsidiary stock awards	—	—		—	—		—		—			—			206			206
Net income	—	—		—	—		—		24,140			—			1,489			25,629
BALANCE, March 31, 2016	69,072,101	$	691	25,928,357	$	259	$	973,663	$	(426,731	)	$	(834	)	$	(27,150	)	$	519,898

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

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SINCLAIR BROADCAST GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)



	Three Months Ended March 31,
	2016			2015
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net income	$	25,629		$	24,836
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation of property and equipment	24,035			25,189
Amortization of definite-lived intangible and other assets	43,765			39,980
Amortization of program contract costs and net realizable value adjustments	33,460			30,391
Stock-based compensation expense	6,328			7,057
Deferred tax benefit	(957		)	(9,963		)
Change in assets and liabilities, net of acquisitions:
Decrease in accounts receivable	26,918			19,619
Increase in prepaid expenses and other current assets	(18,933		)	(10,472		)
Increase (decrease) in accounts payable and accrued liabilities	10,932			(13,185		)
Net change in net income taxes payable/receivable	9,854			29,786
Payments on program contracts payable	(28,615		)	(27,624		)
Other, net	1,599			(1,762		)
Net cash flows from operating activities	134,015			113,852

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Acquisition of property and equipment	(25,851		)	(23,648		)
Acquisition of businesses, net of cash acquired	(384,659		)	(150		)
Purchase of alarm monitoring contracts	(7,017		)	(5,744		)
Investments in equity and cost method investees	(19,874		)	(2,945		)
Loans to affiliates	(19,500		)	—
Other, net	2,265			4,574
Net cash flows used in investing activities	(454,636		)	(27,913		)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Proceeds from notes payable and commercial bank financing	598,850			7,866
Repayments of notes payable, commercial bank financing and capital leases	(261,230		)	(25,055		)
Dividends paid on Class A and Class B Common Stock	(15,675		)	(15,715		)
Repurchase of outstanding Class A Common Stock	—			(7,803		)
Other, net	(9,772		)	(5,071		)
Net cash flows from (used in) financing activities	312,173			(45,778		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(8,448		)	40,161
CASH AND CASH EQUIVALENTS, beginning of period	149,972			17,682
CASH AND CASH EQUIVALENTS, end of period	$	141,524		$	57,843

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

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SINCLAIR BROADCAST GROUP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations

Sinclair Broadcast Group, Inc. is a diversified television broadcasting company with national reach with a strong focus on providing high-quality content on our local television stations and digital platforms. The content, distributed through our broadcast platform, consists of programming provided by third-party networks and syndicators, local news, and other original programming produced by us. We also distribute our original programming, and owned and operated network affiliates, on other third-party platforms. Additionally, we own digital media products that are complementary to our extensive portfolio of television station related digital properties. Outside of our media related businesses, we operate technical services companies focused on supply and maintenance of broadcast transmission systems as well as research and development for the advancement of broadcast technology, and we manage other non-media related investments.

As of March 31, 2016, our broadcast distribution platform is a single reportable segment for accounting purposes. It consists primarily of our broadcast television stations, which we own, provide programming and operating services pursuant to local marketing agreements (LMAs), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (JSAs) and shares services agreements (SSAs)) to 166 stations in 80 markets. These stations broadcast 471 channels, as of March 31, 2016. For the purpose of this report, these 166 stations and 471 channels are referred to as “our” stations and channels.

Principles of Consolidation

The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and variable interest entities (VIEs) for which we are the primary beneficiary. Noncontrolling interest represents a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.

Interim Financial Statements

The consolidated financial statements for the three months ended March 31, 2016 and 2015 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statement of equity (deficit) and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements discussed below.

As permitted under the applicable rules and regulations of the Securities and Exchange Commission (SEC), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.

Variable Interest Entities

In determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. We consolidate VIEs when we are the primary beneficiary.

Third-party station licensees. Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase, the license related assets of the licensee. We typically own the majority of the non-license assets of the stations and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms

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of the agreements vary, but generally have initial terms of over five years with several optional renewal terms. As of March 31, 2016 and December 31, 2015, respectively, we have concluded that 37 of these licensees are VIEs. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary of the variable interests because, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and because we absorb losses and returns that would be considered significant to the VIEs. Several of these VIEs are owned by a related party, Cunningham Broadcasting Corporation (Cunningham). See Note 6. Related Person Transactions for more information about the arrangements with Cunningham. The net revenues of the stations which we consolidate were $71.6 million and $64.8 million for the three months ended March 31, 2016 and 2015, respectively. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation. See Changes in the Rules of Television Ownership, Joint Sales Agreements, and Retransmission Consent Negotiations within Note 4. Commitments and Contingencies for discussion of recent changes in FCC rules related to JSAs.

As of the dates indicated, the carrying amounts and classification of the assets and liabilities of the VIEs mentioned above which have been included in our consolidated balance sheets for the periods presented (in thousands):



	March 31, 2016		December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	490	$	490
Accounts receivable	16,800		21,719
Current portion of program contract costs	9,989		13,287
Prepaid expenses and other current assets	390		331
Total current assets	27,669		35,827

PROGRAM CONTRACT COSTS, less current portion	3,570		4,541
PROPERTY AND EQUIPMENT, net	9,224		7,609
GOODWILL	791		787
INDEFINITE-LIVED INTANGIBLE ASSETS	15,684		17,599
DEFINITE-LIVED INTANGIBLE ASSETS, net	84,124		79,086
OTHER ASSETS	6,924		6,924
Total assets	$	147,986	$	152,373

LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	1,274	$	1,240
Current portion of notes payable, capital leases and commercial bank financing	3,694		3,687
Current portion of program contracts payable	10,261		12,627
Total current liabilities	15,229		17,554

LONG-TERM LIABILITIES:
Notes payable, capital leases and commercial bank financing, less current portion	23,699		24,594
Program contracts payable, less current portion	12,765		13,679
Other long-term liabilities	9,681		8,067
Total liabilities	$	61,374	$	63,894

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The amounts above represent the consolidated assets and liabilities of the VIEs described above, for which we are the primary beneficiary, and have been aggregated as they all relate to our broadcast business. Excluded from the amounts above are payments made to Cunningham under the LMA which are treated as a prepayment of the purchase price of the stations and capital leases between us and Cunningham which are eliminated in consolidation. The total payments made under these LMAs as of March 31, 2016 and December 31, 2015, which are excluded from liabilities above, were $38.4 million and $37.6 million, respectively. The total capital lease liabilities, net of capital lease assets, excluded from the above were $4.4 million and $4.5 million for March 31, 2016 and December 31, 2015. Also excluded from the amounts above are liabilities associated with certain outsourcing agreements and purchase options with certain VIEs totaling $78.1 million and $72.5 million as of March 31, 2016 and December 31, 2015, respectively, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. All the liabilities are non-recourse to us except for certain debt of VIEs which we guarantee. The risk and reward characteristics of the VIEs are similar.

Other investments. We have investments in real estate ventures and investment companies which are considered VIEs. However, we do not participate in the management of these entities including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs. We account for these entities using the equity or cost method of accounting.

The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary as of March 31, 2016 and December 31, 2015 are $103.3 million and $18.1 million, respectively, are included in other assets in the consolidated balance sheets. The increase during the first quarter 2016 was due to the adoption of the revised accounting guidance related to consolidation as discussed under Recent Accounting Pronouncements below, which resulted in additional investments being considered VIEs. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to these investments are recorded in income from equity and cost method investments in the consolidated statement of operations. We recorded income of $0.4 million and $3.3 million for the three months ended March 31, 2016 and 2015, respectively.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of

America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on revenue recognition for revenue from contracts with customers. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers and will replace most existing revenue recognition guidance when it becomes effective. The new standard was to be effective for annual reporting periods beginning after December 15, 2016. In August 2015, the FASB decided to defer the effective date by one year to the annual reporting period beginning after December 15, 2017, however, early adoption as of the original effective date will be permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. The new standard is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently evaluating the impact of this new guidance on our consolidated financial statements.

In February 2015, the FASB issued new guidance that amends the current consolidation guidance on the determination of whether an entity is a variable interest entity. The new standard is effective for the interim and annual periods beginning after December 15, 2015. We adopted this revised guidance on a modified retrospective basis during the three months ended March 31, 2016. As disclosed under Other investments under Variable Interest Entities above, the adoption of the revised guidance resulted in additional investments in real estate ventures and investment companies being considered VIEs, however we concluded that we were not the primary beneficiary of these investments. The revised guidance did not have any other impact on our consolidation conclusions.

In February 2016, the FASB issued new guidance related to accounting for leases, which requires the assets and liabilities that arise from leases to be recognized on the balance sheet. Currently only capital leases are recorded on the balance sheet. This update will require the lessee to recognize a lease liability equal to the present value of the lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases longer than 12 months. For leases with a term of

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12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities and recognize the lease expense for such leases generally on a straight-line basis over the lease term. This update will be effective for fiscal periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In March 2016, the FASB issued new guidance that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income tax effects, forfeitures, the impact of employee income tax withholdings and classification of certain related items in the statement of cash flows. We early adopted this guidance effective January 1, 2016, which did not have a material effect on the consolidated financial statements. The adoption of the various changes in the guidance were applied as required by the guidance either on the prospective, modified retrospective, or full retrospective basis. As shown in the consolidated statement of stockholders' equity, upon adoption, we recorded a $0.4 million increase to additional paid in capital and a $1.8 million decrease in accumulated deficit, net of taxes, to record the cumulative effect of changing the classification of certain liability awards to equity classification. Additionally, for the three months ended March 31, 2015, we reclassified $2.2 million from net cash flows from operating activities to net cash flows from financing activities in our consolidated statement of cash flows related to cash payments made to taxing authorities on certain employees' behalf for shares withheld.

Revenue Recognition

Total revenues include: (i) cash and barter advertising revenues, net of agency commissions; (ii) retransmission consent fees; (iii) network compensation; (iv) other media revenues and (v) revenues from our other businesses.

Advertising revenues, net of agency commissions, are recognized in the period during which advertisements are placed.

Some of our retransmission consent agreements contain both advertising and retransmission consent elements. We have determined that these retransmission consent agreements are revenue arrangements with multiple deliverables. Advertising and retransmission consent deliverables sold under our agreements are separated into different units of accounting at fair value. Revenue applicable to the advertising element of the arrangement is recognized similar to the advertising revenue policy noted above. Revenue applicable to the retransmission consent element of the arrangement is recognized over the life of the agreement.

Network compensation revenue is recognized over the term of the contract. All other significant revenues are recognized as services are provided.

Income Taxes

Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three months ended March 31, 2016 and 2015 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial portion of our available state net operating loss (NOL) carryforwards, based on past operating results, expected timing of the reversals of existing temporary book/tax basis differences, alternative tax strategies and projected future taxable income.

Our effective income tax rate for the three months ended March 31, 2016 was less than the statutory rate primarily due to a Domestic Production Activities Deduction benefit, partially offset by a provision for state taxes. Our effective income tax rate for the three months ended March 31, 2015 exceeded the statutory rate primarily due to an increase in income tax provision resulting from a settlement of a state income tax position.

We believe it is reasonably possible that our liability for unrecognized tax benefits related to continuing operations could be reduced by up to $1.3 million in the next twelve months as a result of expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.

Reclassifications

Certain reclassifications have been made to prior years' consolidated financial statements to conform to the current year's presentation.

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2. ACQUISITIONS:

Tennis Channel. In March 2016, we acquired all of the outstanding common stock of Tennis Channel (Tennis) for $350.0 million plus a working capital adjustment of $6.5 million. This was funded through cash on hand and a draw on the Bank Credit Agreement. The acquisition provides an expansion of our network business and increases value based on the synergies we can achieve. Tennis is reported within Other within Note 7. Segment Data.

The following tables summarize the allocated fair value of acquired assets and assumed liabilities (in thousands):



Cash	$	5,111
Accounts receivable	17,629
Prepaid expenses and other current assets	6,318
Property and equipment	5,964
Definite-lived intangible assets	111,528
Indefinite-lived intangible assets	36,500
Restricted cash	200
Other assets	619
Deferred tax asset	33,678
Accounts payable and accrued liabilities	(7,414		)
Capital leases	(115		)
Other long term liabilities	(1,669		)
Fair value of identifiable net assets acquired	208,349
Goodwill	148,140
Total	$	356,489

The allocations presented above are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The purchase prices have been allocated to the acquired assets and assumed liabilities based on estimated fair values. The allocations are preliminary pending a final determination of the fair values of the assets and liabilities.

Indefinite-lived intangible assets are comprised of trade names. Customer relationships, which represent existing advertiser relationships and contractual relationships with MVPDs, will be amortized over the estimated remaining useful lives of 10 years. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies. There is no goodwill deductible for tax purposes. Other intangible assets will be amortized over the respective weighted average useful lives ranging from 1 to 10 years. The following table summarizes the amounts allocated to definite-lived intangible assets representing the estimated fair values (in thousands):



Customer relationships	$	107,300
Other intangible assets	4,228
Fair value of identifiable definite-lived intangible assets acquired	$	111,528

In connection with the acquisitions, for the three months ended March 31, 2016, we incurred a total of $0.3 million of costs primarily related to legal and other professional services which we expensed as incurred and classified as corporate general and administrative expenses in the consolidated statements of operations. Net revenues and an operating loss of the Tennis included in our consolidated statements of operations, were $7.6 million and $1.5 million, for the three months ending March 31, 2016, respectively.

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Pro Forma Information

The following table sets forth unaudited pro forma results of operations for the three months ended March 31, 2016 and 2015, assuming that Tennis, along with transactions necessary to finance the acquisition, occurred at the beginning of the year preceding the year of acquisition. The pro forma results exclude the acquisition of television station acquisitions discussed below, as they were deemed not material both individually and in the aggregate (in thousands, except per share data):



	Three months ended March 31,
	2016		2015
Total revenues	$	593,381	$	524,282
Net Income	$	25,822	$	25,404
Net Income attributable to Sinclair Broadcast Group	$	24,333	$	24,850
Basic earnings per share attributable to Sinclair Broadcast Group	$	0.26	$	0.26
Diluted earnings per share attributable to Sinclair Broadcast Group	$	0.25	$	0.26

This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not indicative of what our results would have been had we operated Tennis since the beginning of the annual period presented because the pro forma results do not reflect expected synergies. The pro forma adjustments reflect depreciation expense and amortization of intangible assets related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, and exclusion of nonrecurring financing and transaction related costs. Depreciation and amortization expense are higher than amounts recorded in the historical financial statements of the acquirees due to the fair value adjustments recorded for long-lived tangible and intangible assets in purchase accounting.

Television Station Acquisitions. During the three months ended March 31, 2016, we acquired certain television station related assets for an aggregate purchase price of $34.2 million. In conjunction with the acquisition of the television station in South Bend-Elkhart, IN, we simultaneously sold the broadcast assets of our station in Marquette, MI. For the three months ended, March 31, 2016, we recognized a $2.6 million gain on the sale of the television station in Marquette, MI.

In May 2016, we acquired KFXL (FOX) and KHGI, KHGI-LD, KWNB and KWNB-LD (ABC), in Lincoln, Nebraska for $31.3 million. The acquisition was funded with cash on hand.

3. NOTES PAYABLE AND COMMERCIAL BANK FINANCING:

On March 23, 2016, we issued $350.0 million in senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on March 15, 2026 (the 5.875% Notes), pursuant to an indenture dated March 23, 2016 (the 5.875% Indenture). The 5.875% Notes were priced at 100% of their par value and interest is payable semi-annually on March 15 and September 15, commencing on September 15, 2016. Prior to March 15, 2021, we may redeem the 5.875% Notes, in whole or in part, at any time or from time to time at a price equal to 100% of the principal amount of the 5.875% Notes plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium as set forth in the 5.875% Indenture. In addition, on or prior to March 15, 2019, we may redeem up to 35% of the 5.875% Notes, using proceeds of certain equity offerings. If we sell certain of our assets or experience specific kinds of changes of control, the holders of the 5.875% Notes may require us to repurchase some or all of the notes. The proceeds from the offering of the 5.875% Notes, were used to repay amounts under our revolving credit facility and for other general corporate purposes. We incurred $5.9 million of deferred financing costs in connection with the issuance of the 5.875% Notes.

As discussed in Note 2. Acquisitions, we completed the acquisition of Tennis in March 2016. The acquisition was funded, in part, by a draw on our revolving line of credit which was repaid using the proceeds from the 5.875% Notes discussed above. As of March 31, 2016 and December 31, 2015, the outstanding balance under our revolving credit facility was zero. As of March 31, 2016, we had $483.1 million borrowing capacity under our revolving credit facility.

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4. COMMITMENTS AND CONTINGENCIES:

Litigation

We are a party to lawsuits and claims from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. After reviewing developments to date with legal counsel, our management is of the opinion that none of our pending and threatened matters are material.

Various parties have filed petitions to deny our applications or applications of licensees that we provide services to under LMAs for the following stations’ license renewals: WXLV-TV, Winston-Salem, North Carolina; WMYV-TV, Greensboro, North Carolina; WLFL-TV, Raleigh / Durham, North Carolina; WRDC-TV, Raleigh / Durham, North Carolina; WLOS-TV, Asheville, North Carolina; WCIV-TV, Charleston, South Carolina (formerly WMMP-TV); WMYA-TV, Anderson, South Carolina; WICS-TV, Springfield, Illinois; WBFF-TV, Baltimore, Maryland; WTTE-TV, Columbus, Ohio; WRGT-TV, Dayton, Ohio; WVAH-TV, Charleston / Huntington, West Virginia; WCGV-TV, Milwaukee, Wisconsin; KGAN-TV, Cedar Rapids, Iowa; and WTTO-TV in Birmingham, AL. The FCC is in the process of considering the renewal applications and we believe the petitions have no merit.

Changes in the Rules of Television Ownership, Joint Sales Agreements, and Retransmission Consent Negotiations

In March, 2014, the FCC issued a public notice indicating that it will closely scrutinize any broadcast assignment or transfer application proposing sharing arrangements (such as JSAs, LMAs and other shared services agreements) and contingent interests (such as options). We cannot now predict what actions the FCC may require in connection with the processing of applications for FCC consent to future transactions. In addition, in April, 2014, the FCC issued an order amending its multiple ownership rules to provide that, JSAs where two television stations are located in the same market, and a party with an attributable interest in one station sells more than 15% of the ad time per week of the other station, the party selling such ad time shall be treated as if it had an attributable ownership interest in the second station. The order provided that JSAs that existed on the effective date of the new rule, March 31, 2014, had two years to be terminated, amended or otherwise come into compliance with the new rules. Subsequently, Congress adopted, and the President signed into law, legislation that grandfathered preexisting JSAs until October 1, 2025. We cannot predict whether we will be able to terminate or restructure such arrangements prior to October 1, 2025 on terms that are as advantageous to us as the current arrangements. The new rule is the subject of an appeal, which was heard by the United States Court of Appeals for the Third Circuit in April 2016. We cannot predict the outcome of that appeal. Among other things, the new JSA rule could limit our future ability to create duopolies or other two-station operations in certain markets. The revenues of these JSA arrangements we earned were $12.2 million and $10.9 million for the three months ended March 31, 2016 and 2015, respectively.

In February 2015, the FCC issued an order implementing certain statutorily required changes to its rules governing the duty to negotiate retransmission consent agreements in good faith. With these changes, a television broadcast station is prohibited from negotiating retransmission consent jointly with another television station in the same market unless the “stations are directly or indirectly under common de jure control permitted under the regulations of the Commission.” During a recent retransmission consent negotiation, an MVPD filed a complaint with the FCC accusing us of violating this rule. Although we reached agreement with the MVPD and they withdrew their complaint, the FCC is still looking into the allegations made by the MVPD and whether we negotiated in good faith as defined in the rules. We cannot predict the outcome of any potential FCC action, but it is possible that such action could include fines that may be material to our consolidated financial statements.

Further, in September 2015, the FCC released a Notice of Proposed Rulemaking in response to a Congressional directive in STELAR to examine the “totality of the circumstances test” for good-faith negotiations of retransmission consent. The proposed rulemaking seeks comment on new factors and evidence to consider in its evaluation of claims of bad faith negotiation, including service interruptions prior to a “marquee sports or entertainment event,” restrictions on online access to broadcast programming during negotiation impasses, broadcasters’ ability to offer bundles of broadcast signals with other broadcast stations or cable networks, and broadcasters’ ability to invoke the FCC’s exclusivity rules during service interruptions. We cannot predict the impact such rulemaking may have on our retransmission consent negotiations.

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5. EARNINGS PER SHARE:

The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in thousands):



	Three Months Ended March 31,
	2016			2015
Income (Numerator)
Net Income	$	25,629		$	24,836
Net (income) loss attributable to noncontrolling interests	(1,489		)	(554		)
Numerator for diluted earnings per common share available to common shareholders	$	24,140		$	24,282

Shares (Denominator)
Weighted-average common shares outstanding	94,701			95,131
Dilutive effect of stock-settled appreciation rights, restricted stock awards and outstanding stock options	913			640
Weighted-average common and common equivalent shares outstanding	95,614			95,771

There were 407,479 anti-dilutive shares for the three months ended March 31, 2016, and 325,000 anti-dilutive shares for the three months ended March 31, 2015.

6. RELATED PERSON TRANSACTIONS:

Transactions with our controlling shareholders

David, Frederick, J. Duncan and Robert Smith (collectively, the controlling shareholders) are brothers and hold substantially all of the Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests.

Leases. Certain assets used by us and our operating subsidiaries are leased from Cunningham Communications Inc., Keyser Investment Group, Gerstell Development Limited Partnership and Beaver Dam, LLC (entities owned by the controlling shareholders). Lease payments made to these entities were $1.2 million and $1.4 million the three months ended March 31, 2016 and 2015, respectively.

In September 2015, we were granted authority by the Federal Communications Commission (FCC) to operate an experimental facility in Washington D.C. and Baltimore markets to implement a Single Frequency Network (SFN) using the base elements of the new ATSC 3.0 transmission standard. In conjunction with this experimental facility, Cunningham Communications, Inc. will be providing tower space without charge.

Charter Aircraft. We lease aircraft owned by certain controlling shareholders. We incurred expenses of $0.4 million and $0.3 million for the three months ended March 31, 2016 and 2015, respectively.

Cunningham Broadcasting Corporation

Cunningham owns a portfolio of television stations including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; and WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan (collectively, the Cunningham Stations).

The estate of Carolyn C. Smith, the mother of our controlling shareholders, currently owns all of the voting stock. The sale of the voting stock by the estate to an unrelated party is pending approval of the FCC. All of the non-voting stock is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham, with which we have variable interests through various arrangements related to the Cunningham Stations discussed further below.

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As of March 31, 2016, certain of our stations provide programming, sales and managerial services pursuant to LMAs to six of the Cunningham stations: WNUV-TV, WRGT-TV, WVAH-TV, WMYA-TV, WTTE-TV, and WDBB-TV (collectively, the

Cunningham LMA Stations). Each of these LMAs has a current term that expires on July 1, 2016 and there are three additional 5- year renewal terms remaining with final expiration on July 1, 2031. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations, 100% of the capital stock or the assets of these individual subsidiaries of Cunningham. Our applications to acquire these license related assets are pending FCC approval.

Pursuant to the terms of the LMAs, options and other agreements, we are obligated to pay Cunningham an annual LMA fee for the television stations equal to the greater of (i) 3% of each station’s annual net broadcast revenue and (ii) $4.7 million. The aggregate purchase price of these television stations increases by 6% annually. A portion of the LMA fee is required to be applied to the purchase price to the extent of the 6% increase. The remaining aggregate purchase price of these stations as of March 31, 2016 was approximately $53.6 million.

We made payments to Cunningham under our LMAs with these stations of $2.2 million and $2.3 million for the three months ended March 31, 2016 and 2015, respectively. For the three months ended March 31, 2016 and 2015, Cunningham LMA Stations provided us with approximately $25.6 million and $21.7 million, respectively, of total revenue.

Cunningham also owns the license related assets of WBSF-TV and WGTU-TV/WGTQ-TV. We provide certain non-programming related sales, operational and administrative services to these stations pursuant to certain JSAs and SSAs. The agreements with WBSF-TV and WGTU-TV/WGTQ-TV expire in November 2021 and August 2023, respectively, and each has renewal provisions for successive eight year periods. Under these arrangements, we earned $1.4 million and $1.3 million from the services we performed for these stations for the three months ended March 31, 2016 and 2015, respectively. As we consolidate the licensees as VIEs, the amounts we earn under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported within our consolidated statement of operations. Our consolidated revenues related to these stations include $1.9 million and $1.7 million for the three months ended March 31, 2016 and 2015, respectively.

During January 2016, Cunningham entered into a promissory note to borrow $19.5 million from us. The note bears interest at a fixed rate of 5.0% per annum (the 5.0% Notes), which is payable quarterly, commencing March 31, 2016. The note matures in January 2021, with additional one year renewal periods upon our approval.

In April 2016, we entered into an agreement with Cunningham to sell master control equipment and provide master control services to their station in Johnstown, PA for a period of three years ending in 2019. Under the agreement, Cunningham will purchase the equipment from us for $0.7 million and pay us $0.2 million annually for master control services plus the cost to maintain and repair of the equipment.

Atlantic Automotive Corporation

We sold advertising time to and purchased vehicles and related vehicle services from Atlantic Automotive Corporation (Atlantic Automotive), a holding company that owns automobile dealerships and an automobile leasing company. David D. Smith, our President and Chief Executive Officer, has a controlling interest in, and is a member of the Board of Directors of Atlantic Automotive. We received payments for advertising totaling $0.1 million and $0.4 million for the three months ended March 31, 2016 and 2015, respectively. No payments for vehicles or vehicle related services were paid to Atlantic Automotive during the three months ended March 31, 2016. Additionally, Atlantic Automotive leases office space owned by one of our consolidated real estate ventures in Towson, Maryland. Atlantic Automotive paid $0.4 million and $0.1 million in rent during the three months ended March 31, 2016 and 2015, respectively.

Leased property by real estate ventures

Certain of our real estate ventures have entered into leases with entities owned by David Smith to lease restaurant space. There are leases for three restaurants in a building owned by one of our consolidated real estate ventures in Baltimore, MD. Total rent received under these leases was $0.1 million for both the three months ended March 31, 2016 and 2015. There is also one lease for a restaurant in a building owned by one of our real estate ventures, accounted for under the equity method, in Towson, MD. This investment received $0.1 million in rent pursuant to the lease for both the three months ended March 31, 2016 and 2015.

Payments for services provided by these three restaurants to us was zero and less than $0.1 million for the three months ended March 31, 2016 and 2015, respectively.

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7. SEGMENT DATA:

We measure segment performance based on operating income (loss). Our broadcast segment includes stations in 80 markets located throughout the continental United States. Other primarily consists of original networks and content, digital and internet solutions, technical services and other non-media investments. All of our businesses are located within the United States. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location. Other and Corporate are not reportable segments but are included for reconciliation purposes.

We had approximately $226.3 million and $207.0 million of intercompany loans between the broadcast segment, other and corporate as of March 31, 2016 and 2015, respectively. We had $6.1 million and $5.2 million in intercompany interest expense related to intercompany loans between the broadcast segment, other and corporate for the three months ended March 31, 2016 and 2015, respectively. All other intercompany transactions are immaterial.

Segment financial information is included in the following tables for the periods presented (in thousands):



For the three months ended March 31, 2016	Broadcast		Other			Corporate			Consolidated
Revenue	$	546,833	$	32,056		$	—		$	578,889
Depreciation of property and equipment	22,748		1,021			266			24,035
Amortization of definite-lived intangible assets and other assets	39,770		3,995			—			43,765
Amortization of program contract costs and net realizable value adjustments	33,460		—			—			33,460
General and administrative overhead expenses	20,447		545			349			21,341
Research and development	—		1,101			—			1,101
Operating income (loss)	98,041		(11,087		)	(615		)	86,339
Interest expense	1,482		1,476			46,457			49,415
Income from equity and cost method investments	—		423			—			423
Assets	4,807,977		754,875			184,346			5,747,198



For the three months ended March 31, 2015	Broadcast		Other			Corporate			Consolidated
Revenue	$	485,052	$	19,723		$	—		$	504,775
Depreciation of property and equipment	24,177		733			279			25,189
Amortization of definite-lived intangible assets and other assets	37,891		2,089			—			39,980
Amortization of program contract costs and net realizable value adjustments	30,391		—			—			30,391
General and administrative overhead expenses	14,907		279			852			16,038
Research and development	—		2,515			—			2,515
Operating income (loss)	92,042		(6,364		)	(1,131		)	84,547
Interest expense	—		1,075			45,573			46,648
Income from equity and cost method investments	—		3,146			—			3,146

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8. FAIR VALUE MEASUREMENTS:

Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:


•	Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.


•	Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.


•	Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The carrying value and fair value of our notes and debentures for the periods presented (in thousands):



	As of March 31, 2016				As of December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
Level 2:
6.375% Senior Unsecured Notes due 2021	$	350,000	$	373,625	$	350,000	$	367,325
6.125% Senior Unsecured Notes due 2022	500,000		526,250		500,000		512,500
5.875% Senior Unsecured Notes due 2026	350,000		360,063		—		—
5.625% Senior Unsecured Notes due 2024	550,000		559,284		550,000		539,000
5.375% Senior Unsecured Notes due 2021	600,000		619,500		600,000		605,658
Term Loan A	304,433		301,008		313,620		308,916
Term Loan B	1,372,711		1,367,706		1,376,007		1,365,461
Debt of variable interest entities	25,811		25,811		26,682		26,682
Debt of other operating divisions	122,637		122,637		120,969		120,969

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9. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:

Sinclair Television Group, Inc. (STG), a wholly-owned subsidiary and the television operating subsidiary of Sinclair Broadcast Group, Inc. (SBG), is the primary obligor under the Bank Credit Agreement, the 5.375% Notes, the 5.625% Notes, 6.125% Notes, 6.375% Notes, and 5.875% Notes. Our Class A Common Stock and Class B Common Stock as of March 31, 2016, were obligations or securities of SBG and not obligations or securities of STG. SBG is a guarantor under the Bank Credit Agreement, the 5.375% Notes, 5.625% Notes, 6.125% Notes, 6.375% Notes, and 5.875% Notes. As of March 31, 2016, our consolidated total debt, net of deferred financing costs and debt discounts, of $4,187.1 million included $4,061.6 million related to STG and its subsidiaries of which SBG guaranteed $4,010.6 million.

SBG, KDSM, LLC, a wholly-owned subsidiary of SBG, and STG’s wholly-owned subsidiaries (guarantor subsidiaries), have fully and unconditionally guaranteed, subject to certain customary automatic release provisions, all of STG’s obligations. Those guarantees are joint and several. There are certain contractual restrictions on the ability of SBG, STG or KDSM, LLC to obtain funds from their subsidiaries in the form of dividends or loans.

The following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of SBG, STG, KDSM, LLC and the guarantor subsidiaries, the direct and indirect non-guarantor subsidiaries of SBG and the eliminations necessary to arrive at our information on a consolidated basis.

These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

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CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2016

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.		Sinclair Television Group, Inc.		Guarantor Subsidiaries and KDSM, LLC		Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Cash	$	—	$	105,318	$	10,053	$	26,153		$	—		$	141,524
Accounts receivable	18		—		391,581		26,719			(1,258		)	417,060
Other current assets	1,787		6,831		97,006		20,871			(2,547		)	123,948
Total current assets	1,805		112,149		498,640		73,743			(3,805		)	682,532

Property and equipment, net	2,618		20,224		566,467		143,272			(8,819		)	723,762

Investment in consolidated subsidiaries	521,328		3,774,538		4,179		—			(4,300,045		)	—
Goodwill	—		—		2,077,657		4,279			—			2,081,936
Indefinite-lived intangible assets	—		—		151,366		15,709			—			167,075
Definite-lived intangible assets	—		—		1,709,430		214,842			(62,828		)	1,861,444
Other long-term assets	51,166		726,459		108,028		148,980			(804,184		)	230,449
Total assets	$	576,917	$	4,633,370	$	5,115,767	$	600,825		$	(5,179,681	)	$	5,747,198

Accounts payable and accrued liabilities	$	106	$	73,501	$	165,791	$	26,053		$	(3,563	)	$	261,888
Current portion of long-term debt	—		59,938		1,728		106,722			—			168,388
Current portion of affiliate long-term debt	1,701		—		1,450		1,714			(1,503		)	3,362
Other current liabilities	—		—		93,742		10,326			—			104,068
Total current liabilities	1,807		133,439		262,711		144,815			(5,066		)	537,706

Long-term debt	—		3,925,163		32,263		41,248			—			3,998,674
Affiliate long-term debt	1,272		—		13,712		372,008			(370,310		)	16,682
Other liabilities	26,790		30,020		1,049,026		174,761			(606,359		)	674,238
Total liabilities	29,869		4,088,622		1,357,712		732,832			(981,735		)	5,227,300

Total Sinclair Broadcast Group equity (deficit)	547,048		544,748		3,758,055		(100,419		)	(4,202,384		)	547,048
Noncontrolling interests in consolidated subsidiaries	—		—		—		(31,588		)	4,438			(27,150		)
Total liabilities and equity (deficit)	$	576,917	$	4,633,370	$	5,115,767	$	600,825		$	(5,179,681	)	$	5,747,198

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2015

(in thousands)



	Sinclair Broadcast Group, Inc.		Sinclair Television Group, Inc.		Guarantor Subsidiaries and KDSM, LLC		Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Cash	$	—	$	115,771	$	235	$	33,966		$	—		$	149,972
Accounts receivable	—		1,775		390,142		33,949			(1,258		)	424,608
Other current assets	3,648		5,172		99,118		23,278			(4,033		)	127,183
Total current assets	3,648		122,718		489,495		91,193			(5,291		)	701,763

Property and equipment, net	2,884		20,336		559,042		143,667			(8,792		)	717,137

Investment in consolidated subsidiaries	497,262		3,430,434		4,179		—			(3,931,875		)	—
Goodwill	—		—		1,926,814		4,279			—			1,931,093
Indefinite-lived intangible assets	—		—		114,841		17,624			—			132,465
Definite-lived intangible assets	—		—		1,602,454		206,975			(57,859		)	1,751,570
Other long-term assets	52,128		673,915		110,507		140,910			(779,173		)	198,287
Total assets	$	555,922	$	4,247,403	$	4,807,332	$	604,648		$	(4,782,990	)	$	5,432,315

Accounts payable and accrued liabilities	$	104	$	49,428	$	179,156	$	27,462		$	(4,837	)	$	251,313
Current portion of long-term debt	—		57,640		1,611		106,358			(1,425		)	164,184
Current portion of affiliate long-term debt	1,651		—		1,311		456			(252		)	3,166
Other current liabilities	—		—		103,627		12,713			—			116,340
Total current liabilities	1,755		107,068		285,705		146,989			(6,514		)	535,003

Long-term debt	—		3,594,218		32,743		42,199			—			3,669,160
Affiliate long-term debt	1,857		—		14,240		366,042			(364,289		)	17,850
Other liabilities	26,500		28,866		1,060,211		171,102			(576,055		)	710,624
Total liabilities	30,112		3,730,152		1,392,899		726,332			(946,858		)	4,932,637

Total Sinclair Broadcast Group equity (deficit)	525,810		517,251		3,414,433		(91,703		)	(3,839,981		)	525,810
Noncontrolling interests in consolidated subsidiaries	—		—		—		(29,981		)	3,849			(26,132		)
Total liabilities and equity (deficit)	$	555,922	$	4,247,403	$	4,807,332	$	604,648		$	(4,782,990	)	$	5,432,315

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2016

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	545,113		$	52,250		$	(18,474	)	$	578,889

Media production expenses	—			—			209,725			24,381			(18,229		)	215,877
Selling, general and administrative	1,002			22,099			111,107			2,162			(20		)	136,350
Depreciation, amortization and other operating expenses	266			1,190			108,478			30,855			(466		)	140,323
Total operating expenses	1,268			23,289			429,310			57,398			(18,715		)	492,550

Operating (loss) income	(1,268		)	(23,289		)	115,803			(5,148		)	241			86,339

Equity in earnings of consolidated subsidiaries	24,287			74,855			50			—			(99,192		)	—
Interest expense	(94		)	(46,363		)	(1,202		)	(7,897		)	6,141			(49,415		)
Other income (expense)	1,142			118			(11		)	(364		)	—			885
Total other income (expense)	25,335			28,610			(1,163		)	(8,261		)	(93,051		)	(48,530		)

Income tax benefit (provision)	73			23,103			(38,180		)	2,824			—			(12,180		)
Net income (loss)	24,140			28,424			76,460			(10,585		)	(92,810		)	25,629
Net income attributable to the noncontrolling interests	—			—			—			(899		)	(590		)	(1,489		)
Net income (loss) attributable to Sinclair Broadcast Group	$	24,140		$	28,424		$	76,460		$	(11,484	)	$	(93,400	)	$	24,140
Comprehensive income (loss)	$	24,140		$	28,424		$	76,460		$	(10,585	)	$	(92,810	)	$	25,629

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(in thousands) (unaudited)



	Sinclair Broadcast Group, Inc.			Sinclair Television Group, Inc.			Guarantor Subsidiaries and KDSM, LLC			Non- Guarantor Subsidiaries			Eliminations			Sinclair Consolidated
Net revenue	$	—		$	—		$	476,670		$	47,004		$	(18,899	)	$	504,775

Media production expenses	—			—			170,249			19,849			(18,527		)	171,571
Selling, general and administrative	1,045			14,783			99,723			2,640			88			118,279
Depreciation, amortization and other operating expenses	266			775			101,428			28,250			(341		)	130,378
Total operating expenses	1,311			15,558			371,400			50,739			(18,780		)	420,228

Operating (loss) income	(1,311		)	(15,558		)	105,270			(3,735		)	(119		)	84,547

Equity in earnings of consolidated subsidiaries	24,325			64,465			(50		)	—			(88,740		)	—
Interest expense	(102		)	(43,873		)	(1,176		)	(6,706		)	5,209			(46,648		)
Other income (expense)	1,350			(154		)	64			2,104			—			3,364
Total other income (expense)	25,573			20,438			(1,162		)	(4,602		)	(83,531		)	(43,284		)

Income tax benefit (provision)	20			20,615			(38,377		)	1,315			—			(16,427		)
Net income (loss)	24,282			25,495			65,731			(7,022		)	(83,650		)	24,836
Net income attributable to the noncontrolling interests	—			—			—			(554		)	—			(554		)
Net income (loss) attributable to Sinclair Broadcast Group	$	24,282		$	25,495		$	65,731		$	(7,576	)	$	(83,650	)	$	24,282
Comprehensive income (loss)