Acquisitions | 6 Months Ended |
Jun. 30, 2014 |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
3 | Acquisitions | | | | | | | | | | | | | | | |
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Citadel |
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On September 16, 2013, Nexstar entered into definitive agreements with Citadel to acquire 3 television stations in 3 markets along with the respective network affiliation agreements: WOI, the ABC affiliate in the Des Moines, Iowa market, WHBF, the CBS affiliate in the Quad Cities, Iowa market and KCAU, the ABC affiliate in the Sioux City, Iowa market. Nexstar acquired the assets of KCAU and WHBF and the outstanding equity of WOI for a total of $87.9 million in cash. In 2013, Nexstar made payments of $44.9 million to acquire the assets excluding FCC licenses and real property interests of KCAU and WHBF and $21.0 million as an upfront payment to acquire the outstanding equity of WOI, funded by a combination of borrowings under Nexstar’s revolving credit facility and cash on hand. Nexstar also entered into TBAs with these stations, effective September 16, 2013, to provide programming and sales services to these stations during the pendency of the FCC approval of the acquisitions. On March 5, 2014, Nexstar received approval from the FCC to purchase the remaining assets of KCAU and WHBF and to acquire the outstanding equity of WOI. On March 13, 2014, Nexstar completed the acquisition of FCC licenses and real property interests of KCAU and WHBF and the outstanding equity of WOI and paid the remaining purchase price of $22.0 million, funded by cash on hand. In addition, Nexstar finalized the fair values of the assets acquired and recorded a decrease in goodwill of $19 thousand. The TBAs entered into with KCAU, WHBF and WOI were also terminated as of this date. The acquisitions allow Nexstar entrance into 3 new markets. During the six months ended June 30, 2014, transaction costs relating to these acquisitions, including legal and professional fees of $0.1 million, were expensed as incurred. |
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The fair values of the assets acquired and liabilities consolidated upon becoming a VIE are as follows (in thousands): |
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Broadcast rights | | $ | 269 | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | 305 | | | | | | | | | | | | | |
Property and equipment | | | 10,613 | | | | | | | | | | | | | |
FCC licenses | | | 24,700 | | | | | | | | | | | | | |
Network affiliation agreements | | | 26,129 | | | | | | | | | | | | | |
Other intangible assets | | | 3,398 | | | | | | | | | | | | | |
Goodwill | | | 30,195 | | | | | | | | | | | | | |
Other assets | | | 1,807 | | | | | | | | | | | | | |
Total assets acquired | | | 97,416 | | | | | | | | | | | | | |
Less: Broadcast rights payable | | | (269 | ) | | | | | | | | | | | | |
Less: Accounts payable and accrued expenses | | | (397 | ) | | | | | | | | | | | | |
Less: Deferred tax liabilities | | | (8,801 | ) | | | | | | | | | | | | |
Net assets acquired | | $ | 87,949 | | | | | | | | | | | | | |
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The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of one year. |
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The $10.7 million goodwill and $14.7 million FCC licenses attributable to KCAU and WHBF are deductible for tax purposes. WOI’s goodwill, FCC license and network affiliation agreements of $19.5 million, $10.0 million and $11.0 million, respectively, will not be deductible for tax purposes until such time that the station may be disposed. |
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The acquired stations’ net revenue of $6.0 million and net income of $0.9 million during the three months ended June 30, 2014 and net revenue of $11.7 million and net income of $1.1 million during the six months ended June 30, 2014 have been included in the accompanying Condensed Consolidated Statements of Operations. |
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Internet Broadcasting Systems |
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Effective April 1, 2014, Nexstar acquired the assets of Internet Broadcasting Systems, Inc. (“IBS”), a digital publishing platform and digital agency services provider, for a total purchase price of $18.8 million, funded by cash on hand. The acquisition broadens Nexstar’s digital media portfolio with technologies and offerings that are complementary to Nexstar’s digital businesses and multi-screen strategies. During the six months ended June 30, 2014, transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred. Additionally, employment charges of $0.5 million were incurred and included in the condensed consolidated statement of operations during the three months ended June 30, 2014. |
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The estimated fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): |
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Accounts receivable | | $ | 631 | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | 154 | | | | | | | | | | | | | |
Property and equipment | | | 2,851 | | | | | | | | | | | | | |
Software and other intangible assets | | | 10,853 | | | | | | | | | | | | | |
Goodwill | | | 6,396 | | | | | | | | | | | | | |
Total assets acquired | | | 20,885 | | | | | | | | | | | | | |
Less: Accounts payable and accrued expenses | | | (1,119 | ) | | | | | | | | | | | | |
Less: Deferred revenue | | | (976 | ) | | | | | | | | | | | | |
Net assets acquired | | $ | 18,790 | | | | | | | | | | | | | |
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The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. Goodwill is deductible for tax purposes. Software and other intangible assets are amortized over an estimated weighted average useful life of five years. |
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IBS’ net revenue of $5.3 million and net loss of $0.8 million for the period April 1, 2014 to June 30, 2014 have been included in the accompanying Condensed Consolidated Statements of Operations. |
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ETG |
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On May 15, 2014, Nexstar acquired the outstanding equity of Enterprise Technology Group, Inc. (“ETG”), a digital content management firm that offers solutions for media companies to build a presence on the web and in the mobile content sector, for a total purchase price of $7.2 million, funded by cash on hand. The acquisition broadens Nexstar’s digital media portfolio with technologies and offerings that are complementary to Nexstar’s digital businesses and multi-screen strategies. No significant transaction costs relating to this acquisition were incurred during the three and six months ended June 30, 2014. |
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The estimated fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): |
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Cash | | $ | 433 | | | | | | | | | | | | | |
Accounts receivable | | | 210 | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | 84 | | | | | | | | | | | | | |
Property and equipment | | | 75 | | | | | | | | | | | | | |
Software and other intangible assets | | | 5,452 | | | | | | | | | | | | | |
Goodwill | | | 3,309 | | | | | | | | | | | | | |
Total assets acquired | | | 9,563 | | | | | | | | | | | | | |
Less: Accounts payable and accrued expenses | | | (368 | ) | | | | | | | | | | | | |
Less: Deferred revenue | | | (219 | ) | | | | | | | | | | | | |
Less: Deferred tax liabilities | | | (1,792 | ) | | | | | | | | | | | | |
Net assets acquired | | $ | 7,184 | | | | | | | | | | | | | |
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The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. Goodwill will not be deductible for tax purposes until such time that ETG may be disposed by Nexstar. Software and other intangible assets are amortized over an estimated weighted average useful life of five years. |
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ETG’s net revenue of $0.5 million and net loss of $0.1 million for the period May 15, 2014 to June 30, 2014 have been included in the accompanying Condensed Consolidated Statements of Operations. |
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Gray TV |
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Effective June 13, 2014, Nexstar completed the acquisition of the outstanding equity of WMBB, the ABC affiliate in the Panama City, Florida market, KREX/KREG/KREY, the CBS affiliates and KGJT, the MyNetworkTV affiliate, all in the Grand Junction, Colorado market, from Gray Television Group, Inc. (“Gray TV”) for $34.5 million in cash, funded by a combination of proceeds from borrowings under Nexstar’s Term Loan A Facility (See Note 6) and cash on hand. Additionally, the amount of unpaid working capital adjustment of $0.5 million is included in accrued expenses of the condensed consolidated balance sheet as of June 30, 2014. Both KREG and KREY operate as satellite stations of KREX. This acquisition allows Nexstar entrance into 2 new markets. No significant transaction costs were incurred in connection with this acquisition during the three and six months ended June 30, 2014. |
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The estimated fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): |
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Accounts receivable | | $ | 1,831 | | | | | | | | | | | | | |
Broadcast rights | | | 98 | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | 74 | | | | | | | | | | | | | |
Property and equipment | | | 12,513 | | | | | | | | | | | | | |
FCC licenses | | | 5,950 | | | | | | | | | | | | | |
Network affiliation agreements | | | 7,719 | | | | | | | | | | | | | |
Other intangible assets | | | 1,878 | | | | | | | | | | | | | |
Goodwill | | | 5,444 | | | | | | | | | | | | | |
Total assets acquired | | | 35,507 | | | | | | | | | | | | | |
Less: Broadcast rights payable | | | (98 | ) | | | | | | | | | | | | |
Less: Accounts payable and accrued expenses | | | (361 | ) | | | | | | | | | | | | |
Net assets acquired | | $ | 35,048 | | | | | | | | | | | | | |
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The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible asset related to the network affiliation agreements acquired is amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 1.5 years. |
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The acquired stations’ net revenue of $0.5 million and net income of $0.1 million for the period June 13, 2014 to June 30, 2014 have been included in the accompanying Condensed Consolidated Statements of Operations. |
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On December 18, 2013, Mission entered into a definitive agreement with Excalibur Broadcasting, LLC (“Excalibur”) to acquire KFQX, the FOX affiliate in the Grand Junction, Colorado market. The acquisition will allow Mission entrance into this market. The FCC has not granted consent to Mission’s acquisition of KFQX from Excalibur. On May 27, 2014, Mission and Excalibur terminated their purchase agreement and Mission assumed Excalibur’s rights, title and interest in an existing purchase agreement with Parker Broadcasting, Inc. (“Parker”) to acquire KFQX for $4.0 million. In connection with this restructuring, Mission paid Parker a deposit of $3.2 million on June 13, 2014. The acquisition is subject to FCC approval and other customary conditions and Mission is projecting it to close in 2014. Mission expects to fund the remaining purchase price through cash generated from operations prior to closing. No significant transaction costs were incurred in connection with this acquisition during the three and six months ended June 30, 2014. |
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As discussed in Note 2, Nexstar is the primary beneficiary of the variable interests in KFQX and has consolidated this station into its Condensed Consolidated Financial Statements beginning June 13, 2014. Nexstar is in the process of determining the fair values of the net assets of the consolidated VIE and has recorded the following estimated beginning assets and liabilities of the station (in thousands): |
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FCC licenses of a consolidated VIE | | $ | 1,539 | | | | | | | | | | | | | |
Network affiliation agreements | | | 1,744 | | | | | | | | | | | | | |
Other intangible assets | | | 19 | | | | | | | | | | | | | |
Goodwill | | | 698 | | | | | | | | | | | | | |
Total assets of a consolidated VIE | | | 4,000 | | | | | | | | | | | | | |
Less: Accounts payable and accrued expenses | | | (13 | ) | | | | | | | | | | | | |
Net assets of a consolidated VIE | | $ | 3,987 | | | | | | | | | | | | | |
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The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. Mission has not yet evaluated the tax deductibility of the values assigned to goodwill and FCC licenses upon completion of the acquisition. The intangible asset related to the network affiliation agreements is amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 11 months. |
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Pending Acquisitions |
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CCA/White Knight |
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On April 24, 2013, Nexstar and Mission entered into a stock purchase agreement to acquire the stock of privately-held Communications Corporation of America (“CCA”) and White Knight Broadcasting (“White Knight”), the owners of 19 television stations in 10 markets, for a total consideration of $270.0 million, subject to adjustments for working capital. Pursuant to the stock purchase agreement, Nexstar agreed to purchase all the outstanding equity of CCA and Mission agreed to purchase all the outstanding equity of White Knight. In addition, Nexstar and Mission each entered into purchase agreements with Rocky Creek Communications, Inc. (“Rocky Creek”) with respect to the sale of one station each to Rocky Creek. |
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Due to certain subsequent changes in FCC rules and policies (see Note 7), the parties have agreed to restructure the transaction such that Nexstar will acquire the stock of CCA as well as CCA’s rights and obligations with respect to certain operating agreements between CCA and White Knight. Mission and Rocky Creek will no longer participate in the acquisition and White Knight will continue to own and operate its stations subject to the operating agreements as assumed by Nexstar. Additionally, simultaneous with its acquisition of the CCA stock, Nexstar will sell three stations currently owned by CCA to third parties other than Mission and Rocky Creek. |
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On June 4, 2014, Mission entered into an assignment and assumption agreement with Marshall Broadcasting Group, Inc. (“Marshall”) pursuant to which Mission assigned its rights and obligations under purchase agreements with Nexstar to Marshall with respect to television stations KPEJ, the FOX affiliate serving the Odessa-Midland market, and KMSS, the FOX affiliate serving the Shreveport market, which currently are owned by CCA, for $ 43.3 million, subject to FCC consent. Marshall and Nexstar have requested a waiver of the FCC’s new attribution rule with respect to JSAs and, subject to grant of the waiver, will enter into local service agreements with Nexstar which are substantially similar to the local service agreements between Nexstar and Mission. |
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On July 29, 2014, Nexstar entered into a purchase agreement with Bayou City Broadcasting Evansville, Inc. (“BCB”) pursuant to which Nexstar will, simultaneous with the CCA closing, sell CCA television station WEVV, the CBS affiliate serving the Evansville market, to BCB, for $18.6 million, subject to FCC consent. There will be no relationship between Nexstar and BCB or their respective stations upon BCB’s purchase of WEVV. |
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Upon consummation of the above transactions, Nexstar will acquire 13 television stations, one of which will be sold to BCB and two of which will be sold to Marshall and White Knight will continue to own its television stations. Nexstar and Marshall will enter into local service agreements for KPEJ and KMSS and Nexstar will assume CCA’s rights and obligations under CCA’s local service agreements with White Knight. These transactions will allow the Company entrance into 7 new markets and create duopolies in 4 markets. The stations impacted are as follows: |
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Market | | | Market Rank | | Station | | Affiliation | | | | | | | | | |
Nexstar: | | | | | | | | | | | | | | | | |
Harlingen-Weslaco-Brownsville-McAllen, TX | | | 86 | | KVEO | | NBC/Estrella | | | | | | | | | |
Waco-Temple-Bryan, TX | | | 88 | | KWKT | | FOX/MyNetworkTV/ Estrella | | | | | | | | | |
KYLE | FOX/MyNetworkTV/ Estrella | | | | | | | | | |
El Paso, TX | | | 91 | | KTSM | | NBC/Estrella | | | | | | | | | |
Baton Rouge, LA | | | 94 | | WGMB | | FOX | | | | | | | | | |
WBRL-CD | The CW | | | | | | | | | |
Tyler-Longview, TX | | | 107 | | KETK | | NBC/Estrella | | | | | | | | | |
Lafayette, LA | | | 124 | | KADN | | FOX | | | | | | | | | |
KLAF-LD | MyNetworkTV | | | | | | | | | |
Alexandria, LA | | | 179 | | WNTZ | | FOX/MyNetworkTV | | | | | | | | | |
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Marshall: | | | | | | | | | | | | | | | | |
Shreveport, LA | | | 83 | | KMSS | | FOX | | | | | | | | | |
Odessa-Midland, TX | | | 152 | | KPEJ | | FOX/Estrella | | | | | | | | | |
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White Knight: | | | | | | | | | | | | | | | | |
Baton Rouge, LA | | | 94 | | WVLA | | NBC | | | | | | | | | |
KZUP-CD | RTV | | | | | | | | | |
Tyler-Longview, TX | | | 107 | | KFXK | | FOX | | | | | | | | | |
KFXL-LD | FOX | | | | | | | | | |
KLPN-LD | MyNetworkTV | | | | | | | | | |
Shreveport, LA | | | 83 | | KSHV | | MyNetworkTV | | | | | | | | | |
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BCB: | | | | | | | | | | | | | | | | |
Evansville, IN | | | 104 | | WEVV | | CBS | | | | | | | | | |
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A deposit of $27.0 million was paid in April 2013 upon signing the agreement, funded by a combination of borrowings under Nexstar’s revolving credit facility and cash on hand. The remaining purchase price is expected to be funded through cash generated from operations prior to closing and borrowings under Nexstar’s existing credit facilities. Marshall will fund the payment of purchase price to Nexstar through future credit transactions which Nexstar has agreed to guarantee. BCB will fund its acquisition of WEVV separately and make a payment to Nexstar in the amount of the purchase price. The acquisitions are subject to FCC approval, Department of Justice (“DOJ”) approval and other customary conditions and Nexstar projects them to close in 2014. During the six months ended June 30, 2014, transaction costs relating to these acquisitions, including legal fees of $0.1 million, were expensed as incurred. |
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Stainless |
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On September 13, 2013, Mission entered into a definitive agreement to acquire WICZ, the FOX affiliate, and WBPN-LP, the MyNetworkTV affiliate, both in the Binghamton, New York market, from Stainless Broadcasting, L.P. (“Stainless”). The acquisition will allow Mission entrance into this market. Under the terms of the purchase agreement, Mission will acquire the assets of WICZ and WBPN-LP for $15.3 million in cash, subject to adjustments for working capital. A deposit of $0.2 million was paid in September 2013 upon signing the agreement. The remaining purchase price is expected to be funded by Mission through borrowings under its existing credit facility and cash on hand. The acquisition is subject to FCC approval and other customary conditions and Mission projects it to close in 2014. During the three and six months ended June 30, 2014, transactions costs relating to this acquisition, including legal and professional fees of $0.1 million and $0.4 million, respectively, were expensed as incurred. |
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Grant |
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On November 6, 2013, Nexstar entered into a stock purchase agreement to acquire the outstanding equity of privately-held Grant Company, Inc. (“Grant”), the owner of 7 television stations in 4 markets, for $87.5 million in cash, subject to adjustments for working capital. The stations to be acquired, along with their respective network affiliation agreements, are WFXR, the FOX affiliate and WWCW, The CW affiliate, both serving the Roanoke, Virginia market, WZDX, the FOX affiliate in the Huntsville, Alabama market, KGCW, The CW affiliate and KLJB, the FOX affiliate, both in the Quad Cities, Iowa market and WLAX/WEUX, the FOX affiliates, in the LaCrosse, Wisconsin market. WEUX operates as a satellite station of WLAX. Simultaneous with this acquisition, Nexstar entered into a purchase agreement with Mission pursuant to which Mission would acquire KLJB from Nexstar and, upon consummation, enter into local service agreements with Nexstar. |
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Due to certain subsequent changes in FCC rules and policies (see Note 7), on June 4, 2014, Mission entered into an assignment and assumption agreement with Marshall pursuant to which Mission assigned its rights and obligations under its purchase agreement with Nexstar to Marshall and Marshall will acquire KLJB for $15.3 million, subject to FCC consent. Marshall and Nexstar have requested a waiver of the FCC’s new attribution rule with respect to joint sales agreements and, subject to grant of the waiver, will enter into local service agreements with Nexstar which are substantially similar to the local service agreements between Nexstar and Mission. |
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The acquisition will allow Nexstar entrance into 3 new markets and duopolies in two markets. A deposit of $8.5 million was paid by Nexstar in November 2013 upon signing the stock purchase agreement, funded by cash on hand. The remaining purchase price is expected to be funded through cash generated from operations prior to closing and borrowings under Nexstar’s existing credit facilities. Marshall will fund the payment of purchase price to Nexstar through future credit transactions which Nexstar has agreed to guarantee. The acquisitions are subject to FCC approval and other customary conditions and Nexstar is projecting them to close in 2014. No significant transaction costs were incurred in connection with this acquisition during the three and six months ended June 30, 2014. |
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Unaudited Pro Forma Information |
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The acquisitions of Citadel stations, Gray TV stations and ETG are immaterial, both individually and in aggregate. Therefore, pro forma information has not been provided for these acquisitions. The following unaudited pro forma information has been presented as if the acquisition of IBS had occurred on January 1, 2013 (in thousands): |
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| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Net revenue | | $ | 146,930 | | | $ | 131,306 | | | $ | 286,213 | | | $ | 248,166 | |
Income before income taxes | | | 19,521 | | | | 10,512 | | | | 31,449 | | | | 10,427 | |
Net income | | | 11,012 | | | | 5,926 | | | | 18,087 | | | | 5,822 | |
Net income per common share - basic | | | 0.36 | | | | 0.2 | | | | 0.59 | | | | 0.2 | |
Net income per common share - diluted | | | 0.34 | | | | 0.19 | | | | 0.57 | | | | 0.19 | |
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The above selected unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of results of operations in future periods or results that would have been achieved had Nexstar owned IBS during the specified periods. |