SEC Document
Table of Contents

 
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
 
OR
 
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


Table of Contents

SINCLAIR BROADCAST GROUP, INC.
 
FORM 10-Q
FOR THE QUARTER ENDED March 31, 2016
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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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
 
 
 
 
 
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
 
 
 
 
 
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


22

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



23

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


24

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)
$
24,920

 
$
25,579

 
$
65,731

 
$
(7,576
)
 
$
(83,734
)
 
$
24,920


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

25

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
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 CASH FLOWS FROM(USED IN) OPERATING ACTIVITIES
$
823

 
$
(20,655
)
 
$
145,404

 
$
779

 
$
7,664

 
$
134,015

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
 
Acquisition of property and equipment

 
(1,479
)
 
(23,239
)
 
(1,323
)
 
190

 
(25,851
)
Acquisition of businesses, net of cash acquired

 

 
(374,284
)
 
(10,375
)
 

 
(384,659
)
Purchase of alarm monitoring contracts

 

 

 
(7,017
)
 

 
(7,017
)
Investments in equity and cost method investees

 
(10,000
)
 
(47
)
 
(9,827
)
 

 
(19,874
)
Loans to affiliates

 
(19,500
)
 

 

 

 
(19,500
)
Other, net
1,197

 

 
(210
)
 
1,278

 

 
2,265

Net cash flows from (used in) investing activities
1,197

 
(30,979
)
 
(397,780
)
 
(27,264
)
 
190

 
(454,636
)
 
 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES:
 

 
 

 
 

 
 

 
 

 
 

Proceeds from notes payable, commercial bank financing and capital leases

 
595,000

 

 
3,850

 

 
598,850

Repayments of notes payable, commercial bank financing and capital leases

 
(257,682
)
 
(461
)
 
(3,087
)
 

 
(261,230
)
Dividends paid on Class A and Class B Common Stock
(15,675
)
 

 

 

 

 
(15,675
)
Increase (decrease) in intercompany payables
15,368

 
(290,337
)
 
262,392

 
20,489

 
(7,912
)
 

Other, net
(1,713
)
 
(5,800
)
 
263

 
(2,580
)
 
58

 
(9,772
)
Net cash flows (used in) from financing activities
(2,020
)
 
41,181

 
262,194

 
18,672

 
(7,854
)
 
312,173

 
 
 
 
 
 
 
 
 
 
 
 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 
(10,453
)
 
9,818

 
(7,813
)
 

 
(8,448
)
CASH AND CASH EQUIVALENTS, beginning of period

 
115,771

 
235

 
33,966

 

 
149,972

CASH AND CASH EQUIVALENTS, end of period
$

 
$
105,318

 
$
10,053

 
$
26,153

 
$

 
$
141,524



26

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
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 CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES
$
8,824

 
$
(25,325
)
 
$
139,443

 
$
(13,488
)
 
$
4,398

 
$
113,852

CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
 

 
 

 
 

 
 

 
 

 
 

Acquisition of property and equipment

 
(2,912
)
 
(20,309
)
 
(635
)
 
208

 
(23,648
)
Payments for acquisition of television stations

 

 
(150
)
 

 

 
(150
)
Purchase of alarm monitoring contracts

 

 

 
(5,744
)
 

 
(5,744
)
Distributions from equity and costs method investees
1,425

 
419

 

 
2,308

 

 
4,152

Investments in equity and cost method investees

 
(1,100
)
 

 
(1,845
)
 

 
(2,945
)
Other, net

 

 
422

 

 

 
422

Net cash flows (used in) from investing activities
1,425

 
(3,593
)
 
(20,037
)
 
(5,916
)
 
208

 
(27,913
)
 
 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 

 
 

 
 

 
 

 
 

 
 

Proceeds from notes payable, commercial bank financing and capital leases

 

 

 
7,866

 

 
7,866

Repayments of notes payable, commercial bank financing and capital leases
(508
)
 
(23,514
)
 
56

 
(1,089
)
 

 
(25,055
)
Dividends paid on Class A and Class B Common Stock
(15,715
)
 

 

 

 

 
(15,715
)
Repurchase of outstanding Class A Common Stock
(7,803
)
 

 

 

 

 
(7,803
)
Increase (decrease) in intercompany payables
15,323

 
84,589

 
(120,275
)
 
24,969

 
(4,606
)
 

Other, net
(1,546
)
 

 

 
(3,525
)
 

 
(5,071
)
Net cash flows (used in) from financing activities
(10,249
)
 
61,075

 
(120,219
)
 
28,221

 
(4,606
)
 
(45,778
)
 
 
 
 
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 
32,157

 
(813
)
 
8,817

 

 
40,161

CASH AND CASH EQUIVALENTS, beginning of period

 
3,394

 
1,749

 
12,539

 

 
17,682

CASH AND CASH EQUIVALENTS, end of period
$

 
$
35,551

 
$
936

 
$
21,356

 
$

 
$
57,843



27

Table of Contents

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FORWARD-LOOKING STATEMENTS

This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995.  We have based these forward-looking statements on our current expectations and projections about future events.  These forward-looking statements are subject to risks, uncertainties and assumptions about us, including, among other things, the following risks:
 
General risks
 
the impact of changes in national and regional economies and credit and capital markets;
consumer confidence;
the potential impact of changes in tax law;
the activities of our competitors;
terrorist acts of violence or war and other geopolitical events;
natural disasters that impact our advertisers and our stations; and
cybersecurity.

 
Industry risks
 
the business conditions of our advertisers particularly in the automotive and service industries;
competition with other broadcast television stations, radio stations, multi-channel video programming distributors (MVPDs), internet and broadband content providers and other print and media outlets serving in the same markets;
the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;
the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;
our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as over-the-top content;
the effects of the Federal Communications Commission’s (FCC’s) National Broadband Plan and incentive auction and the potential repacking of our broadcasting spectrum within a limited timeframe;
the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television’s ability to compete effectively (including regulations relating to Joint Sales Agreements (JSA) and Shared Services Agreements (SSA), and the national ownership cap), arbitrary enforcement of indecency regulations, retransmission consent regulations and political or other advertising restrictions;
labor disputes and legislation and other union activity associated with film, acting, writing and other guilds and professional sports leagues;
the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television (mobile DTV) strategy and platform, such as the adoption of ATSC 3.0 broadcast standard, and the consumer’s appetite for mobile television;
the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;
the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;
changes in television rating measurement methodologies that could negatively impact audience results;
the ability of local MVPDs to coordinate and determine local advertising rates as a consortium;
the impact of new FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
changes in the makeup of the population in the areas where stations are located;
the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast signals;
the impact of FCC and Congressional efforts to limit the ability of a television station to negotiate retransmission consent agreements for the same-market stations it does not own and other FCC efforts which may restrict a television station's retransmission consent negotiations;

28

Table of Contents

Over-the-top (OTT) technologies and their potential impact on cord-cutting; and
the impact of MVPDs offering “skinny” programming bundles that may not include television broadcast stations.
 
Risks specific to us
 
the effectiveness of our management;
our ability to attract and maintain local, national and network advertising and successfully participate in new sales channels such as programmatic advertising through business partnership ventures and the development of technology;
our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;
our ability to successfully implement and monetize our own content management system (CMS) designed to provide our viewers significantly improved content via the internet and other digital platforms;
our ability to successfully renegotiate retransmission consent agreements;
our ability to renew our FCC licenses;
our limited ability to obtain FCC approval for any future acquisitions, as well as, in certain cases, customary antitrust clearance for any future acquisitions;
our ability to identify media business investment opportunities and to successfully integrate any acquired businesses, as well as the success of our digital initiatives in a competitive environment, such as the investment in the re-launch of Circa;
our ability to maintain our affiliation and programming service agreements with our networks and program service providers and at renewal, to successfully negotiate these agreements with favorable terms;
our ability to effectively respond to technology affecting our industry and to increasing competition from other media providers;
the strength of ratings for our local news broadcasts including our news sharing arrangements;
the successful execution of our program development and multi-channel broadcasting initiatives including American Sports Network (ASN), COMET, and other original programming, and mobile DTV; and
the results of prior year tax audits by taxing authorities.
 
Other matters set forth in this report and other reports filed with the Securities and Exchange Commission, including the Risk Factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 may also cause actual results in the future to differ materially from those described in the forward-looking statements.  However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements.  You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  In light of these risks, uncertainties and assumptions, events described in the forward-looking statements discussed in this report might not occur.
 

29

Table of Contents

The following table sets forth certain operating data for the periods presented:

STATEMENTS OF OPERATIONS DATA
(in thousands, except for per share data) (Unaudited)
 
 
Three Months Ended March 31,
 
 
2016
 
2015
 
Statement of Operations Data:
 

 
 

 
Media revenues (a)
$
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

 
 
 
 
 
 
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

 
Depreciation and amortization expenses (b)
101,260

 
95,560

 
Other non-media expenses
17,697

 
14,913

 
Corporate general and administrative expenses
21,341

 
16,038

 
Research and development expenses
1,101

 
2,515

 
Gain on asset disposition
(2,660
)
 
(22
)
 
Operating income
86,339

 
84,547

 
 
 
 
 
 
Interest expense and amortization of debt discount and deferred financing costs
(49,415
)
 
(46,648
)
 
Income from equity and cost method investees
423

 
3,146

 
Other income, net
462

 
218

 
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

 
 
 
 
 
 
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

 
Balance Sheet Data:
 
March 31, 2016
 
December 31, 2015
Cash and cash equivalents
 
$
141,524

 
$
149,972

Total assets
 
$
5,747,198

 
$
5,432,315

Total debt (c)
 
$
4,187,106

 
$
3,854,360

Total equity
 
$
519,898

 
$
499,678


(a)         Media revenues is defined as broadcast revenues, net of agency commissions, retransmission fees, and other media related revenues.
 
(b)       Depreciation and amortization includes depreciation and amortization of property and equipment, definite-lived intangible assets, program contract costs and other assets.
 

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(c)          Total debt is defined as notes payable, capital leases and commercial bank financing, including the current and long-term portions.
 
The following Management’s Discussion and Analysis provides qualitative and quantitative information about our financial performance and condition and should be read in conjunction with our consolidated financial statements and the accompanying notes to those statements.  This discussion consists of the following sections:
 
Executive Overview — financial events during the three months ended March 31, 2016 and through the date this Report on Form 10-Q is filed.

Results of Operations — an analysis of our revenues and expenses for the three months ended March 31, 2016 and 2015, including comparisons between quarters and expectations for the three months ended June 30, 2016.
 
Liquidity and Capital Resources — a discussion of our primary sources of liquidity, an analysis of our cash flows from or used in operating activities, investing activities, and financing activities, and an update of our debt refinancings during the three months ended March 31, 2016.

EXECUTIVE OVERVIEW
 
First Quarter 2016 Events
 
In January 2016, we closed on the previously announced purchase of the assets of KUQI (FOX), KTOV-LP (MNT) and KXPX-LP (Retro TV) in Corpus Christi, Texas for $9.3 million.
In February 2016, we announced a $500,000 broadcast diversity scholarship fund to help minority students finance their undergraduate studies related to television broadcasting or journalism.
In February 2016, we completed the acquisition of the broadcast assets of WSBT (CBS) in South Bend-Elkhart, Indiana, owned by Schurz Communications, Inc., and sold the broadcast assets of WLUC (NBC and FOX) in Marquette, Michigan to Gray Television, Inc.
In February 2016, our Board of Directors declared a quarterly dividend of $0.165 per share, payable on March 18, 2016 to the holders of record at the close of business on March 7, 2016.
In March 2016, we closed on the previously announced purchase of the stock of Tennis Channel for $350.0 million.
In March 2016, we began broadcasting "NextGen" Single Frequency Network (SFN) using the base elements of the new ATSC 3.0 transmission standard through the authority granted by the Federal Communications Commission (FCC).
In March 2016, we issued $350.0 million in senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on September 15, 2026.  The proceeds were used to repay amounts drawn under STG’s revolving credit facility and for other general corporate purposes.
In March 2016, we hosted “Plug Fest 2016,” an event for “Validation and Verification” compatibility testing of the ATSC 3.0 digital TV standard.
In March 2016, the Advanced Television Systems Committee (ATSC) developing the Next Generation Broadcast Transmission Standard (ATSC 3.0) approved as a Full Standard the key element of the Physical Layer, the so-called “Bootstrap” or the Discovery and Signaling feature of the standard.  The Bootstrap includes the designs developed by ONE Media and supported by other broadcasters and equipment manufacturers.

Other Events

In April 2016, we announced the formation of ONE Media 3.0, LLC, a wholly-owned subsidiary whose purpose will be to develop business opportunities, products, and services associated with the ATSC 3.0 broadcast transmission standard approved in March 2016.
In May 2016, we closed on the previously announced purchase of the assets of KFXL (FOX) and KHGI, KHGI-LD, KWNB and KWNB-LD (ABC), in Lincoln, Nebraska for $31.3 million.
In May 2016, our Board of Directors declared a quarterly dividend of $0.18 per share, payable on June 15, 2016 to the holders of record at the close of business on June 1, 2016.



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RESULTS OF OPERATIONS
 
The results of the stations acquired during 2015 and 2016 are included in our results of operations from their respective dates of acquisition. See Note 2. Acquisitions in our consolidated financial statements for further discussion of acquisitions. Additionally, any references to the second, third or fourth quarters are to the three months ended June 30, September 30, and December 31, respectively, for the year being discussed. We have one reportable segment, “broadcast”, that is disclosed separately from our other and corporate activities.
 
SEASONALITY/CYCLICALITY
 
Our operating results are usually subject to seasonal fluctuations.  Usually, the second and fourth quarter operating results are higher than first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
 
Our operating results are usually subject to fluctuations from political advertising.  In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections.  Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election.

Operating Data

The following table sets forth our consolidated operating data for the three months ending March 31, 2016 and 2015 (in millions):

 
Three Months Ended March 31,
 
2016
 
2015
Media revenues (a)
$
531.3

 
$
464.8

Revenues realized from station barter arrangements
26.5

 
21.0

Other non-media revenues
21.1

 
19.0

Total revenues
578.9

 
504.8

Media production expenses (a)
215.9

 
171.6

Media selling, general and administrative expenses (a)
115.0

 
102.2

Expenses recognized from station barter arrangements
22.9

 
17.4

Depreciation and amortization
101.4

 
95.7

Other non-media expenses
17.7

 
14.9

Corporate general and administrative expenses
21.3

 
16.0

Research and development
1.1

 
2.5

Loss (gain) on asset dispositions
(2.7
)
 

Operating income
$
86.3

 
$
84.5

Net income attributable to Sinclair Broadcast Group
$
24.1

 
$
24.3



(a) Our media related revenues and expenses are primarily derived from our broadcast segment, but also from our other media related business, including our networks and content such as, Tennis, American Sports Network, COMET, and non-broadcast digital properties. The results of our broadcast segment and the other media businesses are discussed further below under Broadcast Segment and Other, respectively.


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BROADCAST SEGMENT
 
Revenue
 
The following table presents our media revenues, net of agency commissions, for our broadcast segment for the periods presented (in millions):
 
 
Three Months Ended March 31,
 
 
2016
 
2015
 
Percent
Change
 
Local revenues:
 

 
 

 
 

 
Non-political
$
413.7

 
$
380.1

 
8.8
%
 
Political
4.0

 
1.0

 
(b)

 
Total local
417.7

 
381.1

 
9.6
%
 
National revenues (a):
 

 
 

 
 

 
Non-political
82.7

 
81.8

 
1.1
%
 
Political
20.4

 
1.2

 
(b)

 
Total national
103.1

 
83.0

 
24.2
%
 
Total broadcast segment media revenues
$
520.8

 
$
464.1

 
12.2
%
 

(a)        National revenue relates to advertising sales sourced from our national representation firm.
 
(b)        Political revenue is not comparable from year to year due to cyclicality of elections.  See Political Revenues below for more information.
 
Media revenues.  Media revenues increased $56.7 million when comparing the first quarter 2016 to the same period in 2015. The increase was primarily related to an increase in political net time sales as 2016 is an election year, and an increase in retransmission revenue. The stations acquired after the first quarter of 2015, net of dispositions, contributed $2.6 million of the increase. The remaining increase related to an increase in services, automotive, food-grocery/other, pharmaceutical/cosmetics, direct response, home products, telecommunications, fast food, entertainment, and furniture sectors. These increases were offset by lower revenues in the internet, schools, and media sectors. Excluding the stations acquired or disposed after the first quarter of 2015, automotive, which typically is our largest category, represented 23.3% of net time sales for the three months ended March 31, 2016.
 

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From a network affiliation or program service arrangement perspective, the following table sets forth our affiliate percentages of net time sales for the periods presented:
 
 
# of channels (a)
 
Percent of Net Time Sales for the
 
Net Time Sales
Percent Change
 
 
Three months ended March 31,
 
 
 
2016
 
2015
 
ABC
32
 
27.8%
 
28.2%
 
(0.4)%
FOX
48
 
25.1%
 
26.0%
 
(0.9)%
CBS
30
 
20.1%
 
17.5%
 
2.6%
NBC
22
 
11.3%
 
12.0%
 
(0.7)%
CW
44
 
7.7%
 
8.1%
 
(0.4)%
MNT
29
 
6.3%
 
6.8%
 
(0.5)%
Other (b)
266
 
1.7%
 
1.4%
 
0.3%
Total
471
 
 
 
 
 
 

(a)     We acquired television stations during 2016 and 2015 with a variety of network affiliations.  This acquisition activity does not
materially affect the year-over-year comparability of revenue by affiliation.  See Note 2. Acquisitions in our consolidated financial statements for further discussion of stations acquired.
 
(b)     We broadcast other programming from the following providers on our channels including: ASN, Antenna TV, Azteca, Bounce Network, COMET, Decades, Estrella TV, Get TV, Grit, Me TV, MundoFox, Retro TV, Telemundo, This TV, News & Weather, Univision and Zuus Country.
 
Political Revenues. Political revenues increased by $22.2 million to $24.4 million for the first quarter 2016 when compared to the same period in 2015. Political revenues are typically higher in election years such as 2016.
 
Local Revenues.  Excluding political revenues, our local broadcast revenues, which include local times sales, retransmission revenues and other local revenues, were up $33.6 million for the first quarter 2016 when compared to the same period in 2015. The increase was primarily related to an increase in retransmission revenue. The stations acquired after the first quarter of 2015, net of dispositions, contributed $1.3 million of the increase. The remaining increase was related to an increase in services, automotive, food-grocery/other, furniture, and telecommunications sectors. These increases were offset by lower revenues in the schools, medical, and paid programming sectors.

National Revenues. Excluding political revenues, our national broadcast revenues, which relates to time sales sourced from our national representation firm, were up $0.9 million for the first quarter 2016 when compared to the same period in 2015. The stations acquired after the first quarter of 2015, net of dispositions, contributed $0.2 million of the increase. The remaining increase primarily related to an increase in pharmaceutical/cosmetics, medical, direct response, fast food, and home products sectors. These increases were offset by lower revenues in the media and internet sectors.

Expenses
 
The following table presents our significant operating expense categories for our broadcast segment for the periods presented (in millions):
 
 
Three months ended March 31,
 
Percent  Change
(Increase/(Decrease))
 
2016
 
2015
 
Media production expenses
$
202.6

 
$
167.0

 
21.3
%
Media selling, general and administrative expenses
$
110.1

 
$
101.3

 
8.7
%
Amortization of program contract costs and net realizable value adjustments
$
33.5

 
$
30.4

 
10.2
%
Corporate general and administrative expenses
$
20.4

 
$
14.9

 
36.9
%
Depreciation and amortization expenses
$
62.5

 
$
62.1

 
0.6
%

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Media production expenses.  Media production expenses increased $35.6 million during the three months ended March 31, 2016 compared to the same period in 2015. The acquired stations not included in the same period of 2015, net of dispositions, contributed $1.2 million of the increase. The increase is primarily related to increases in fees pursuant to network affiliation agreements mainly in relation to higher retransmission revenue, as well as, further investment in original programming content, including an increase in production costs related to sports programming content and expansion of news, an increase in costs related to music license fees primarily as a result of refunds received from certain music rights providers in 2015, higher equipment and transmitter repair and maintenance, and increases in compensation primarily related to cost of living adjustments.
 
Media selling, general and administrative expense.  Media selling, general and administrative expenses increased $8.8 million during the three months ended March 31, 2016 compared to the same period in 2015. The acquired stations not included in the same period of 2015, net of dispositions contributed $0.7 million of the increase. The remaining increase related to: an increase in compensation expense for annual merit and bonus increases; an increase in expenses to our digital interactive business as a result of higher revenue; an increase in expenses related to our Audience Network; and an increase in national sales commissions.

Amortization of program contract costs and net realizable value adjustments.  The amortization of program contract costs increased $3.1 million during the three months ended March 31, 2016 compared to the same period in 2015. The increase is primarily due to higher programming costs.
 
Corporate general and administrative expenses.  See explanation under Corporate and Unallocated Expenses.
 
Depreciation and Amortization expenses.  Depreciation of property and equipment and amortization of definite-lived intangibles and other assets increased $0.4 million during the three months ended March 31, 2016. The increase primarily related to acquired stations not included in the same period of 2015, net of dispositions.

OTHER
 
Media revenues, media production expenses, and media selling, general, and administrative expense. The media revenue included within Other primarily relates to original networks and content, as well as our digital and internet businesses. For the three months ended March 31, 2016 and 2015, we recorded revenue of $10.5 million, and $0.7 million, respectively. The year over year increases primarily relate to recently acquired Tennis Channel as well as increases in revenue from our science-fiction and sports networks. For the three months ended March 31, 2016 and 2015, we recorded expenses of $18.2 million, and $5.6 million, respectively. Our expenses relate to the programming and production, and general and administrative costs related to the operations of our network, content, and digital and internet businesses. The year over year increases primarily relate to the recently acquired Tennis Channel and general and administrative costs related to the start-up of our original networks and content and production costs of new original programming.
Other non-media revenues and expenses:

Investments in real estate ventures. We have controlling interests in certain real estate investments owned by Keyser Capital which we consolidate. Revenues from the investments increased $0.5 million to $4.0 million during the three months ended March 31, 2016, compared to the same period in 2015, which is primarily related to real estate development projects. Expenses, including other non-media expenses, general and administrative, depreciation and amortization and other applicable other income and expense items related to these investments in real estate ventures, increased $4.8 million to $8.0 million during the three months ended March 31, 2016, compared to the same period in 2015, which is primarily related to real estate development projects.

Investments in private equity. We have controlling interests in certain private equity investments owned by Keyser Capital, which we consolidate, including Triangle Sign & Service, LLC, a sign designer and fabricator, and Alarm Funding, a regional security alarm operating and bulk acquisition company. Revenues from investments in private equity increased $1.9 million to $14.6 million during three months ended March 31, 2016, compared to the same period in 2015. Expenses, including other non-media expenses, general and administrative, depreciation and amortization and other applicable other income and expense items related to these investments in private equity, increased $1.6 million to $12.4 million during the three months ended March 31, 2016, compared to the same period in 2015. The increases in both revenues and expenses are due to increased transaction volume from our alarm business.

Technical Services. We own certain subsidiaries which service and support broadcast transmitters, and design and manufacturer broadcast systems. Revenues from technical services decreased $0.5 million to $2.4 million during three months ended March 31, 2016, compared to the same period in 2015. Excluding research and development costs, expenses including other non-media expenses, general and administrative, depreciation and amortization and other income and

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expense items related to technical services, were $3.0 million during both the three months ended March 31, 2016, and 2015, respectively.

Research and development expenses. Our research and development expenses relate to the costs of our subsidiary, ONE Media, LLC (ONE Media), to develop the Advanced Television Systems Committee's 3.0 standard (ATSC 3.0). For the three months ended March 31, 2016 and 2015, research and development costs related to ONE Media were $1.1 million, and $2.5 million, respectively.
 
Income from Equity and Cost Method Investments.  Results of our equity and cost method investments in private equity investments and real estate ventures are included in income from equity and cost method investments in our consolidated statements of operations. We recorded a loss of $0.5 million and income of $2.1 million related to our real estate ventures during the three months ended March 31, 2016 and 2015, respectively. We recorded income of $0.9 million and $1.0 million related to certain private equity investments during the three months ended March 31, 2016 and 2015, respectively.

CORPORATE AND UNALLOCATED EXPENSES
 
 
Three months ended March 31,
 
Percent Change
(Increase/(Decrease))
 
2016
 
2015
 
Corporate general and administrative expenses
$
0.3

 
$
0.9

 
(66.7
)%
Interest expense
$
46.5

 
$
45.6

 
2.0
 %
Income tax provision
$
(12.2
)
 
$
(16.4
)
 
(25.6
)%
 
Corporate general and administrative expenses.  We allocate most of our corporate general and administrative expenses to the broadcast segment.  The explanation that follows combines the corporate general and administrative expenses found in the Broadcast Segment section with the corporate general and administrative expenses found in this section, Corporate and Unallocated Expenses.  These results exclude general and administrative costs from our other divisions which are included in our discussion of expenses in the Other section.
 
Corporate general and administrative expenses combined increased by $4.9 million for the three months ended March 31, 2016, when compared to the same period in 2015. The increase is primarily related to legal costs related to acquisitions, increased health insurance costs, and an increase in compensation costs related to merit increases. We expect corporate general and administrative expenses to decrease in the second quarter of 2016 compared to first quarter of 2016.
 Interest expense.  Interest expense increased during the three months ended March 31, 2016, compared to the same period in 2015 primarily due to the incremental borrowings under our Bank Credit Agreement. See Liquidity and Capital Resources for more information.
 
Income tax (provision) benefit. The effective tax rate for the three months ended March 31, 2016 including the effects of the noncontrolling interests was a provision of 33.5% as compared to a provision of 40.4% during the same period in 2015. The decrease in the effective tax rate for the three months ended March 31, 2016 as compared to the same period in 2015 is primarily due to an unfavorable resolution of a state income tax position in 2015.

LIQUIDITY AND CAPITAL RESOURCES
 
As of March 31, 2016, we had $141.5 million in cash and cash equivalent balances and net working capital of approximately $144.8 million.  Cash generated by our operations and borrowing capacity under the Bank Credit Agreement are used as our primary sources of liquidity.  As of March 31, 2016, we had $483.1 million of borrowing capacity available on our revolving credit facility.
 
During March, 2016, we issued $350 million in senior unsecured notes, which bear interest at a rate of 5.875% per annum and mature on March 15, 2026. The proceeds from the offering, were used to repay amounts under our revolving credit facility and for other general corporate purposes. See Note 3. Notes Payable and Commercial Bank Financing in our consolidated financial statements.
 
We anticipate that existing cash and cash equivalents, cash flow from our operations and borrowing capacity under the Bank Credit Agreement will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital

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needs for the next twelve months.  For our long-term liquidity needs, in addition to the sources described above, we may rely upon the issuance of long-term debt, the issuance of equity or other instruments convertible into or exchangeable for equity, or the sale of non-core assets.  However, there can be no assurance that additional financing or capital or buyers of our non-core assets will be available, or that the terms of any transactions will be acceptable or advantageous to us.
 
Sources and Uses of Cash
 
The following table sets forth our cash flows for the periods presented (in millions):
 
 
For the three months ended March 31,
 
2016
 
2015
Net cash flows from operating activities
$
134.0

 
$
113.9

 
 
 
 
Cash flows (used in) from investing activities:
 

 
 

Acquisition of property and equipment
$
(25.9
)
 
$
(23.6
)
Acquisition of businesses, net of cash acquired
(384.6
)
 
(0.2
)
Investments in equity and costs method investees
(19.9
)
 
(2.9
)
Loans to affiliates
(19.5
)
 

Other
(4.7
)
 
(1.2
)
Net cash flows used in investing activities
$
(454.6
)
 
$
(27.9
)
 
 
 
 
Cash flows from (used in) financing activities:
 

 
 

Proceeds from notes payable, commercial bank financing and capital leases
$
598.9

 
$
7.9

Repayments of notes payable, commercial bank financing and capital leases
(261.2
)
 
(25.1
)
Dividends paid on Class A and Class B Common Stock
(15.7
)
 
(15.7
)
Repurchase of outstanding Class A Common Stock

 
(7.8
)
Other
(9.8
)
 
(5.1
)
Net cash flows from (used) in financing activities
$
312.2

 
$
(45.8
)
 
Operating Activities
 
Net cash flows from operating activities increased during the three months ended March 31, 2016 compared to the same period in 2015.  This change is primarily due an increase in cash received from customers and lower income tax payments.

Investing Activities
 
Net cash flows used in investing activities increased during the three months ended March 31, 2016 compared to the same period in 2015.  This increase is primarily due to the acquisition of Tennis Channel, increase in equity and cost method investments and loans to affiliates.

In the second quarter of 2016, we anticipate capital expenditures to increase from the first quarter of 2016.

Financing Activities
 
Net cash flows from financing activities increased for the three months ended March 31, 2016, compared to the same period in 2015, due primarily to the proceeds from the 5.875% Notes issued in 2016.

In May 2016, our Board of Directors declared a quarterly dividend of $0.18 per share. Future dividends on our common shares, if any, will be at the discretion of our Board of Directors and will depend on several factors including our results of operations, cash requirements and surplus, financial condition, covenant restrictions and other factors that the Board of Directors may deem relevant.


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CONTRACTUAL CASH OBLIGATIONS
 
As of March 31, 2016, there were no material changes to our contractual cash obligations.

See Note 3. Notes Payable and Commercial Bank Financing for discussion on issuance of 5.875% Notes during the three months ended March 31, 2016.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Other than the foregoing, there have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting
 
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of our disclosure controls and procedures and our internal control over financial reporting as of March 31, 2016.
 
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
The term “internal control over financial reporting,” as defined in Rules 13a-15d-15(f) under the Exchange Act, means a process designed by, or under the supervision of our Chief Executive and Chief Financial Officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies and procedures that:
 
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with authorizations of management or our Board of Directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
 
Assessment of Effectiveness of Disclosure Controls and Procedures
 
Based on the evaluation of our disclosure controls and procedures as of March 31, 2016, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

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Limitations on the Effectiveness of Controls
 
Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II.  OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
We are 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.

ITEM 1A.  RISK FACTORS
 
There have been no material changes to the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None.

ITEM 4.  MINE SAFETY DISCLOSURES
 
None.

ITEM 5.  OTHER INFORMATION
 
None.

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Table of Contents

ITEM 6.  EXHIBITS
 
Exhibit
Number
 
Description
 
 
 
10.1
 
Indenture, dated as of March 23, 2016, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee (Incorporated by reference from Registrant's Current Report on Form 8-K filed on March 25, 2016).
 
 
 
10.2
 
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated March 1, 2016.
 
 
 
31.1
 
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
 
 
 
31.2
 
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
 
 
 
32.1
 
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
 
 
 
32.2
 
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase


40

Table of Contents

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 10th day of May 2016.
 
 
SINCLAIR BROADCAST GROUP, INC.
 
 
 
 
 
By:
/s/ David R. Bochenek
 
 
David R. Bochenek
 
 
Senior Vice President/Chief Accounting Officer
 
 
(Authorized Officer and Chief Accounting Officer)


41

Table of Contents

EXHIBIT INDEX
 
Exhibit
Number
 
Description
 
 
 
10.1
 
Indenture, dated as of March 23, 2016, by and among Sinclair Television Group, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee (Incorporated by reference from Registrant's Current Report on Form 8-K filed on March 25, 2016).
 
 
 
10.2
 
Stock Appreciation Right Agreement, between Sinclair Broadcast Group, Inc. and David D. Smith dated March 1, 2016.
 
 
 
31.1
 
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
 
 
 
31.2
 
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(a) of the Exchange Act (15 U.S.C. § 7241).
 
 
 
32.1
 
Certification by David D. Smith, as Chairman and Chief Executive Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
 
 
 
32.2
 
Certification by Christopher S. Ripley, as Chief Financial Officer of Sinclair Broadcast Group, Inc., pursuant to Rule 13a-14(b) of the Exchange Act and § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C § 1350).
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase


42