Exhibit 99.3
NEXSTAR BROADCASTING GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1. | Financial Statements |
NEXSTAR BROADCASTING GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
| | | | | | | | |
| | March 31, 2008 | | | December 31, 2007 | |
| | (Unaudited) | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 58,474 | | | $ | 16,226 | |
Accounts receivable, net of allowance for doubtful accounts of $1,205 and $1,208, respectively | | | 51,242 | | | | 55,346 | |
Current portion of broadcast rights | | | 10,036 | | | | 13,885 | |
Taxes receivable | | | — | | | | 351 | |
Prepaid expenses and other current assets | | | 2,511 | | | | 2,482 | |
Deferred tax asset | | | 15 | | | | 15 | |
| | | | | | | | |
Total current assets | | | 122,278 | | | | 88,305 | |
Property and equipment, net | | | 120,095 | | | | 111,612 | |
Broadcast rights | | | 7,456 | | | | 7,674 | |
Goodwill | | | 152,272 | | | | 151,686 | |
FCC licenses | | | 166,455 | | | | 163,795 | |
Other intangible assets, net | | | 173,346 | | | | 178,611 | |
Other noncurrent assets | | | 5,747 | | | | 6,399 | |
Deferred tax asset | | | 616 | | | | 620 | |
| | | | | | | | |
Total assets | | $ | 748,265 | | | $ | 708,702 | |
| | | | | | | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
Current liabilities: | | | | | | | | |
Current portion of debt | | $ | 50,391 | | | $ | 50,391 | |
Current portion of broadcast rights payable | | | 10,163 | | | | 13,943 | |
Accounts payable | | | 10,776 | | | | 8,334 | |
Accrued expenses | | | 10,907 | | | | 13,563 | |
Taxes payable | | | 595 | | | | 478 | |
Interest payable | | | 2,963 | | | | 6,499 | |
Deferred revenue | | | 7,285 | | | | 6,569 | |
Other liabilities | | | 1,335 | | | | — | |
| | | | | | | | |
Total current liabilities | | | 94,415 | | | | 99,777 | |
Debt | | | 678,485 | | | | 630,785 | |
Broadcast rights payable | | | 9,127 | | | | 9,569 | |
Deferred tax liabilities | | | 46,071 | | | | 44,555 | |
Deferred revenue | | | 2,077 | | | | 2,096 | |
Deferred gain on sale of assets | | | 5,259 | | | | 5,368 | |
Deferred representation fee incentive | | | 6,450 | | | | — | |
Other liabilities | | | 10,441 | | | | 5,942 | |
| | | | | | | | |
Total liabilities | | | 852,325 | | | | 798,092 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | |
Stockholders’ deficit: | | | | | | | | |
Preferred stock—$0.01 par value, authorized 200,000 shares; no shares issued and outstanding at both March 31, 2008 and December 31, 2007 | | | — | | | | — | |
Common stock: | | | | | | | | |
Class A Common—$0.01 par value, authorized 100,000,000 shares; issued and outstanding 15,007,839 and 15,005,839 at March 31, 2008 and December 31, 2007, respectively | | | 150 | | | | 150 | |
Class B Common—$0.01 par value, authorized 20,000,000 shares; issued and outstanding 13,411,588 at both March 31, 2008 and December 31, 2007 | | | 134 | | | | 134 | |
Class C Common—$0.01 par value, authorized 5,000,000 shares; issued and outstanding no shares at March 31, 2008 and December 31, 2007, respectively | | | — | | | | — | |
Additional paid-in capital | | | 396,951 | | | | 396,293 | |
Accumulated deficit | | | (501,295 | ) | | | (485,967 | ) |
| | | | | | | | |
Total stockholders’ deficit | | | (104,060 | ) | | | (89,390 | ) |
| | | | | | | | |
Total liabilities and stockholders’ deficit | | $ | 748,265 | | | $ | 708,702 | |
| | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NEXSTAR BROADCASTING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2008 | | | 2007 | |
| | (Unaudited) | |
Net revenue | | $ | 63,712 | | | $ | 62,054 | |
| | | | | | | | |
Operating expenses (income): | | | | | | | | |
Direct operating expenses (exclusive of depreciation and amortization shown separately below) | | | 19,496 | | | | 18,156 | |
Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) | | | 20,885 | | | | 20,298 | |
Non-cash contract termination fees | | | 7,167 | | | | — | |
Amortization of broadcast rights | | | 5,335 | | | | 5,892 | |
Amortization of intangible assets | | | 6,372 | | | | 6,465 | |
Depreciation | | | 5,333 | | | | 4,988 | |
Gain on asset exchange | | | (850 | ) | | | — | |
Loss on asset disposal, net | | | 35 | | | | 152 | |
| | | | | | | | |
Total operating expenses | | | 63,773 | | | | 55,951 | |
| | | | | | | | |
Income (loss) from operations | | | (61 | ) | | | 6,103 | |
Interest expense, including amortization of debt financing costs | | | (13,989 | ) | | | (13,720 | ) |
Interest and other income | | | 401 | | | | 116 | |
| | | | | | | | |
Loss before income taxes | | | (13,649 | ) | | | (7,501 | ) |
Income tax expense | | | (1,679 | ) | | | (1,532 | ) |
| | | | | | | | |
Net loss | | $ | (15,328 | ) | | $ | (9,033 | ) |
| | | | | | | | |
Net loss per common share: | | | | | | | | |
Basic and diluted | | $ | (0.54 | ) | | $ | (0.32 | ) |
Weighted average number of common shares outstanding: | | | | | | | | |
Basic and diluted | | | 28,418 | | | | 28,393 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NEXSTAR BROADCASTING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Three Months Ended March 31, 2008
(in thousands, except share information)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | | Total Stockholders’ Deficit | |
| | Class A | | Class B | | Class C | | | |
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | | |
Balance at January 1, 2008 (unaudited) | | 15,005,839 | | $ | 150 | | 13,411,588 | | $ | 134 | | — | | $ | — | | $ | 396,293 | | $ | (485,967 | ) | | $ | (89,390 | ) |
Stock-based compensation expense | | — | | | — | | — | | | — | | — | | | — | | | 647 | | | — | | | | 647 | |
Issuance of common shares related to exercise of stock options | | 2,000 | | | — | | — | | | — | | — | | | — | | | 11 | | | — | | | | 11 | |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | (15,328 | ) | | | (15,328 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at March 31, 2008 (unaudited) | | 15,007,839 | | $ | 150 | | 13,411,588 | | $ | 134 | | — | | $ | — | | $ | 396,951 | | $ | (501,295 | ) | | $ | (104,060 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NEXSTAR BROADCASTING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2008 | | | 2007 | |
| | (Unaudited) | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (15,328 | ) | | $ | (9,033 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Deferred income taxes | | | 1,520 | | | | 1,423 | |
Provision for bad debts | | | 266 | | | | 90 | |
Depreciation of property and equipment | | | 5,333 | | | | 4,988 | |
Amortization of intangible assets | | | 6,372 | | | | 6,465 | |
Amortization of debt financing costs | | | 265 | | | | 261 | |
Amortization of broadcast rights, excluding barter | | | 2,246 | | | | 2,262 | |
Payments for broadcast rights | | | (2,141 | ) | | | (2,254 | ) |
Gain on asset exchange | | | (850 | ) | | | — | |
Loss on asset disposal, net | | | 35 | | | | 152 | |
Deferred gain recognition | | | (109 | ) | | | (109 | ) |
Amortization of debt discount | | | 3,571 | | | | 3,199 | |
Stock-based compensation expense, including restricted stock award | | | 647 | | | | 482 | |
Non-cash contract termination fees | | | 7,167 | | | | — | |
Changes in operating assets and liabilities, net of acquisitions: | | | | | | | | |
Accounts receivable | | | 4,919 | | | | (75 | ) |
Prepaid expenses and other current assets | | | (17 | ) | | | 493 | |
Taxes receivable | | | 351 | | | | 109 | |
Other noncurrent assets | | | (216 | ) | | | (119 | ) |
Accounts payable and accrued expenses | | | (1,181 | ) | | | (1,701 | ) |
Taxes payable | | | 117 | | | | — | |
Interest payable | | | (3,536 | ) | | | (3,578 | ) |
Deferred revenue | | | 697 | | | | 214 | |
Other noncurrent liabilities | | | 149 | | | | 137 | |
| | | | | | | | |
Net cash provided by operating activities | | | 10,277 | | | | 3,406 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Additions to property and equipment | | | (4,246 | ) | | | (5,858 | ) |
Proceeds from sale of assets | | | — | | | | 4 | |
Acquisition of broadcast properties and related transaction costs | | | (7,923 | ) | | | — | |
| | | | | | | | |
Net cash used for investing activities | | | (12,169 | ) | | | (5,854 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Repayment of long-term debt | | | (5,871 | ) | | | (872 | ) |
Proceeds from revolver draws | | | 50,000 | | | | — | |
Proceeds from issuance of common shares related to exercise of stock options | | | 11 | | | | 9 | |
| | | | | | | | |
Net cash provided by (used for) financing activities | | | 44,140 | | | | (863 | ) |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 42,248 | | | | (3,311 | ) |
Cash and cash equivalents at beginning of period | | | 16,226 | | | | 11,179 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 58,474 | | | $ | 7,868 | |
| | | | | | | | |
Supplemental schedule of cash flow information: | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Interest | | $ | 13,616 | | | $ | 13,838 | |
| | | | | | | | |
Income taxes, net | | $ | 44 | | | $ | — | |
| | | | | | | | |
Non-cash investing activities: | | | | | | | | |
Purchase of software | | $ | 4,968 | | | $ | — | |
| | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. | Organization and Business Operations |
As of March 31, 2008, Nexstar Broadcasting Group, Inc. (“Nexstar”) owned, operated, programmed or provided sales and other services to 50 television stations, all of which were affiliated with the NBC, ABC, CBS, Fox, MyNetworkTV or The CW television networks, in markets located in New York, Pennsylvania, Illinois, Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana and Maryland. Through various local service agreements, Nexstar provided sales, programming and other services to stations owned and/or operated by independent third parties. Nexstar operates in one reportable television broadcasting segment. The economic characteristics, services, production process, customer type and distribution methods for Nexstar’s operations are substantially similar and are therefore aggregated as a single reportable segment.
Nexstar is highly leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond Nexstar’s control.
Liquidity and Management’s Plans
Based on the Company’s current estimated operating results for the quarter ended December 31, 2008 and the quarterly periods during 2009, the Company believes the amount of its senior indebtedness and total indebtedness in relation to its broadcast cash flow may exceed senior leverage and total leverage ratios allowed under the Company’s amended and restated senior secured credit facility agreement (the “Nexstar Facility”). If the Company’s broadcast cash flows do not increase, or if management does not execute certain station management agreements, or if the Company does not adjust planned spending including a mandated Company furlough, which Management is currently evaluating, the Company may need to undertake additional initiatives to maintain compliance with the senior leverage and total leverage ratios under the Nexstar Facility. These additional initiatives include a current plan to consummate an exchange offer to replace a portion of the Company’s 7% Senior Subordinated Notes due 2014 (the “2014 Notes”), which pay cash interest through their maturity date, with new notes, which will not pay cash interest until after January 15, 2011. The exchange offer is expected to close during the first quarter of 2009. The Company has also already eliminated its corporate bonuses for 2008 and 2009 as well as consolidated certain management functions as part of its efforts to meet the senior leverage and total leverage ratios.
The Company believes the consummation of the exchange offer with the necessary acceptance rate combined with the execution of all of the other management actions described above will allow the Company to maintain compliance with the senior leverage and total leverage ratios contained in the Nexstar Facility for a period of at least the next twelve months from December 31, 2008. However, no assurances can be given that the exchange offer will be consummated with the necessary acceptance rate or that the other management actions described above will be successful in increasing broadcast cash flows. If the foregoing does not occur, the Company would need to obtain waivers or amendments under the Nexstar Facility and no assurances can be given that the Company will be able to obtain these waivers or amendments. If the Company is unable to obtain these waivers or amendments if and when necessary, the Company would be in default under the Nexstar Facility, which would (1) preclude the Company from accessing any available borrowings under its revolving facility, (2) entitle the lenders thereunder to exercise their remedies, which includes the right to accelerate the debt outstanding under the Nexstar Facility, (3) trigger a similar event of default under Mission Broadcasting, Inc.’s amended and restated senior secured credit facility, and (4) trigger the cross-acceleration provisions under the 2014 Notes, the 11.375% Senior Discount Notes due 2013 (the “2013 Notes”) and any additional debt securities issued in exchange for existing debt securities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. | Summary of Significant Accounting Policies |
Interim Financial Statements
The condensed consolidated financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in Nexstar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Nexstar and its subsidiaries. Also included in the financial statements are the accounts of independently-owned Mission Broadcasting, Inc. (“Mission”) (Nexstar and Mission are collectively referred to as the “Company”) and may include certain other entities where it is determined that the Company is the primary beneficiary of a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised 2003), “Consolidation of Variable Interest Entities, an interpretation on Accounting Research Bulletin No. 51” (“FIN No. 46R”).
All intercompany account balances and transactions have been eliminated in consolidation.
Mission
Mission is included in these condensed consolidated financial statements because Nexstar is deemed to have a controlling financial interest in Mission for financial reporting purposes in accordance with FIN No. 46R as a result of (a) local service agreements Nexstar has with the Mission stations, (b) Nexstar’s guarantee of the obligations incurred under Mission’s senior credit facility and (c) purchase options (which expire on various dates between 2008 and 2014) granted by Mission’s sole shareholder which will permit Nexstar to acquire the assets and assume the liabilities of each Mission station, subject to Federal Communications Commission (“FCC”) consent. The Company expects these option agreements to be renewed upon expiration. As of March 31, 2008, the assets of Mission consisted of current assets of $4.6 million (excluding broadcast rights), broadcast rights of $4.1 million, FCC licenses of $31.4 million, goodwill of $17.7 million, other intangible assets of $36.2 million, property and equipment of $23.8 million and other noncurrent assets of $0.5 million. Substantially all of Mission’s assets, except for its FCC licenses, collateralize its secured debt obligation. See Note 17 for a presentation of condensed consolidating financial information of the Company, which includes the accounts of Mission.
6
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. | Summary of Significant Accounting Policies—(Continued) |
Nexstar has entered into local service agreements with Mission to provide sales and/or operating services to the Mission stations. The following table summarizes the various local service agreements Nexstar had in effect with Mission as of March 31, 2008:
| | |
Service Agreements | | Mission Stations |
TBA Only(1) | | WFXP and KHMT |
| |
SSA & JSA(2) | | KJTL, KJBO-LP, KOLR, KCIT, KCPN-LP, KAMC, KRBC, KSAN, WUTR, WFXW, WYOU, KODE, WTVO and KTVE |
(1) | Nexstar has a time brokerage agreement (“TBA”) with each of these stations which allows Nexstar to program most of each station’s broadcast time, sell each station’s advertising time and retain the advertising revenue generated in exchange for monthly payments to Mission. |
(2) | Nexstar has both a shared services agreement (“SSA”) and a joint sales agreement (“JSA”) with each of these stations. The SSA allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments from Mission as described in the SSAs. The JSA permits Nexstar to sell and retain a percentage of the net revenue from the station’s advertising time in return for monthly payments to Mission of the remaining percentage of net revenue as described in the JSAs. |
Nexstar does not own Mission or Mission’s television stations; however, Nexstar is deemed to have a controlling financial interest in them under U.S. GAAP while complying with the FCC’s rules regarding ownership limits in television markets. In order for both Nexstar and Mission to comply with FCC regulations, Mission maintains complete responsibility for and control over programming, finances, personnel and operations of its stations.
Variable Interest Entities
The Company may determine that a station is a VIE as a result of local service agreements entered into with the owner-operator of stations in markets in which the Company owns and operates a station. Local service agreement is a general term used to refer to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station.
VIEs in connection with local service agreements entered into with stations in markets in which the Company owns and operates a station are discussed below.
Nexstar has determined that it has variable interests in WYZZ, the Fox affiliate in Peoria, Illinois and WUHF, the Fox affiliate in Rochester, New York, each owned by a subsidiary of Sinclair Broadcasting Group, Inc. (“Sinclair”), as a result of outsourcing agreements it has entered into with Sinclair. Nexstar also has determined that it had a variable interest in KTVE, the NBC affiliate in El Dorado, Arkansas, during the time it was owned by Piedmont Television of Monroe/El Dorado LLC (“Piedmont”), as a result of a JSA and SSA entered into with Piedmont. Nexstar’s JSA and SSA with Piedmont terminated upon Mission’s acquisition of KTVE on January 16, 2008. Nexstar also has determined that it has a variable interest in WHP, the CBS affiliate in Harrisburg, Pennsylvania, which is owned by Clear Channel TV, Inc. (“Clear Channel”), as a result of Nexstar becoming successor-in-interest to a TBA entered into by a former owner of WLYH. Nexstar has evaluated its arrangements with Sinclair, Piedmont and Clear Channel and has determined that it is not the primary beneficiary of the variable interests, and therefore, has not consolidated these stations under FIN No. 46R. Nexstar made payments to Sinclair under the outsourcing agreements of $0.6 million and $0.7 million for the three months ended March 31, 2008 and 2007, respectively. Nexstar received payments from Piedmont under the JSA of $0.2 million the three months ended March 31, 2007. Nexstar received payments from Clear Channel under the TBA of $13 thousand for both the three months ended March 31, 2008 and 2007.
Under the outsourcing agreements with Sinclair, Nexstar pays for certain operating expenses of WYZZ and WUHF, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the Sinclair outsourcing agreements consist of the fees paid to Sinclair. Additionally, Nexstar indemnifies the owners of WHP, WYZZ and WUHF from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreements. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time.
7
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. | Summary of Significant Accounting Policies—(Continued) |
Stock-Based Compensation
The Company accounts for Nexstar’s stock-based employee compensation plans in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123(R)”), which requires companies to expense the fair value of employee stock options and other forms of stock-based employee compensation in the financial statements over the period that an employee provides service in exchange for the award. Under SFAS No. 123(R), the Company measures compensation cost related to stock options based on the grant-date fair value of the award using the Black-Scholes option-pricing model and recognizes it ratably, less estimated forfeitures, over the vesting term of the award. The Company uses the Black-Scholes option-pricing model to estimate the grant-date fair value of its employee stock options.
The Company recognized stock-based compensation expense of $0.6 million and $0.5 million for the three months ended March 31, 2008 and 2007, respectively, which was included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations. The Company does not currently recognize a tax benefit resulting from compensation costs expensed in the financial statements because the Company provides a valuation allowance against the deferred tax asset resulting from this type of temporary difference since it expects that it will not have sufficient future taxable income to realize such benefit. Accordingly, SFAS No. 123(R) has had no impact on income tax expense reported in the financial statements.
At March 31, 2008, there was approximately $7.4 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options that is expected to be recognized over a weighted-average period of 3.39 years. The total intrinsic value and cash received for stock options exercised during the three months ended March 31, 2008 was $1 thousand and $11 thousand, respectively.
Loss Per Share
Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares consist of stock options and the unvested portion of restricted stock granted to employees. For the three months ended March 31, 2008 and 2007 there was no difference between basic and diluted net loss per share since the effect of potential common shares were anti-dilutive, and therefore excluded from the computation of diluted net loss per share.
The following table summarizes information about anti-dilutive potential common shares (not presented in thousands):
| | | | |
| | Three Months Ended March 31, |
| | 2008 | | 2007 |
| | (weighted-average shares outstanding) |
Stock options excluded as the exercise price of the options was greater than the average market price of the common stock | | 2,447,912 | | 1,714,600 |
| | | | |
In-the-money stock options excluded as the Company had a net loss during the period | | 1,839,121 | | 1,905,700 |
| | | | |
Nonmonetary Asset Exchanges
In connection with a spectrum allocation exchange ordered by the FCC within the 1.9 GHz band, Sprint Nextel Corporation (“Nextel”) is required to replace certain existing analog equipment with comparable digital equipment. The Company has agreed to accept the substitute equipment that Nextel will provide and in turn must relinquish its existing equipment to Nextel. Neither party will have any continuing involvement in the equipment transferred following the exchange. We account for this arrangement as an exchange of assets in accordance with Accounting Principles Board No. 29, “Accounting for Nonmonetary Transactions”, as amended by SFAS No. 153, “Exchanges of Nonmonetary Assets”. The equipment the Company receives under this arrangement is recorded at their estimated fair market value and depreciated over estimated useful lives ranging from 5 to 15 years. Management’s determination of the fair market value is derived from the most recent prices paid to manufacturers and vendors for the specific equipment acquired. As equipment is exchanged, the Company records a gain to the extent that the fair market value of the equipment received exceeds the carrying amount of the equipment relinquished.
8
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. | Summary of Significant Accounting Policies—(Continued) |
Recent Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB No. 115” (“SFAS No. 159”), which provides a fair value measurement option for eligible financial assets and liabilities. Under SFAS No. 159, an entity is permitted to elect to apply fair value accounting to a single eligible item, subject to certain exceptions, without electing it for other identical items. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be included in earnings. The fair value option established by this Statement is irrevocable, unless a new election date occurs. This standard reduces the complexity in accounting for financial instruments and mitigates volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007 which for the Company is January 1, 2008. The Company has adopted the provisions of this Statement in the first quarter of 2008. Management determined that the adoption of SFAS No. 159 did not have a material effect on its consolidated financial position or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS No. 141R”), which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement sot evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Early adoption is not permitted. Management is currently evaluating the impact the adoption of SFAS No. 141R will have on the Company’s consolidated financial statements, but does not presently anticipate it will have a material impact on its consolidated financial position or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS No. 160”), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. Management is currently evaluating the impact the adoption of SFAS No. 160 will have on the Company’s consolidated financial statements, but does not presently anticipate it will have a material effect on its consolidated financial position or results of operations.
3. | Fair Value Measurements |
The Company adopted SFAS No. 157 effective January 1, 2008 for financial assets and financial liabilities measured on a recurring basis. SFAS No. 157 applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. There was no impact for adoption of SFAS No. 157 to the Unaudited Condensed Consolidated Financial Statements as it relates to financial assets and financial liabilities. SFAS No. 157 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurement be classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The Company invests in short-term interest bearing obligations with original maturities less than 90 days, primarily money market funds. We do not enter into investments for trading or speculative purposes. As of March 31, 2008, there were no investments in marketable securities.
As of March 31, 2008, the Company had $2.9 million invested in a money market investment. These investments are required to be measured at fair value on a recurring basis. The Company has determined that the money market investment is defined as Level 1 in the fair value hierarchy. As of March 31, 2008, the fair value of the money market investment was an asset of $2.9 million.
9
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. | Fair Value Measurements—(Continued) |
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which defers the effective date for us to January 1, 2009 for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value on a recurring basis (that is, at least annually). The Company elected to delay the application of SFAS 157 to nonfinancial assets and nonfinancial liabilities, as allowed by FASB Staff Position SFAS 157-2.
4. | Pending Transaction with Mission |
On April 11, 2006, Nexstar and Mission filed an application with the FCC for consent to assignment of the license of KFTA Channel 24 (Ft. Smith, Arkansas) from Nexstar to Mission. Consideration for this transaction is set at $5.6 million. On August 28, 2006, Nexstar and Mission entered into a local service agreement whereby (a) Mission pays Nexstar $5 thousand per month for the right to broadcast Fox programming on KFTA during the Fox network programming time periods and (b) Nexstar pays Mission $20 thousand per month for the right to sell all advertising time on KFTA within the Fox network programming time periods. Also in 2006, Mission entered into an affiliation agreement with the Fox network which provides Fox programming to KFTA. The local service agreement between Nexstar and Mission will terminate upon assignment of KFTA’s FCC license from Nexstar to Mission. Upon completing the assignment of KFTA’s license, Mission plans to enter into a JSA and SSA with Nexstar-owned KNWA in Fort Smith-Fayetteville-Springdale-Rogers, Arkansas, whereby KNWA will provide local news, sales and other non-programming services to KFTA. Nexstar’s KNWA Channel 51, licensed to Rogers, Arkansas, has renewed its affiliation agreement for KNWA to continue as the NBC affiliate in Ft. Smith-Fayetteville-Springdale-Rogers, Arkansas through 2014.
In March 2008, the FCC granted the application to assign the license for KFTA from Nexstar to Mission. The closing on the transaction is likely to occur on or before June 30, 2008.
On June 27, 2007, Mission entered into a purchase agreement with Piedmont Television Holdings LLC to acquire substantially all the assets of KTVE, the NBC affiliate serving the Monroe, Louisiana/El Dorado, Arkansas market. On January 16, 2008, Mission completed the acquisition of KTVE for total additional consideration of $7.9 million, inclusive of transaction costs of $0.5 million which is included in goodwill. Pursuant to the terms of the agreement, Mission made a down payment of $0.4 million against the purchase price in June 2007 and paid the remaining $7.4 million, exclusive of transaction costs, on January 16, 2008 from available cash on hand. Upon closing the purchase of KTVE, Mission entered into a JSA and SSA with Nexstar-owned KARD, the Fox affiliate in the market, whereby KARD provides local news, sales and other non-programming services to KTVE.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The allocation of the KTVE purchase consideration to the assets and liabilities acquired, including goodwill, has not been concluded due to the pending completion of tangible and intangible assets appraisals.
| | | |
Accounts receivable | | $ | 1,081 |
Current portion of broadcast rights | | | 408 |
Prepaid expenses and other current assets | | | 12 |
Property and equipment | | | 3,534 |
Intangible assets | | | 3,808 |
Goodwill | | | 586 |
| | | |
Total assets acquired | | | 9,429 |
Less: current portion of broadcast rights payable | | | 152 |
Less: accounts payable | | | 113 |
Less: accrued expenses and other liabilities | | | 854 |
| | | |
Net assets acquired | | $ | 8,310 |
| | | |
Of the $3.8 million of acquired intangible assets, $2.7 million was assigned to FCC licenses that are not subject to amortization and $1.1 million was assigned to network affiliation agreements (estimated useful life of 15 years). Goodwill of $0.6 million is expected to be deductible for tax purposes.
10
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. | Acquisition—(Continued) |
Unaudited Pro Forma Information
The following unaudited pro forma information has been presented as if the acquisition of KTVE had occurred on January 1, 2007 and 2008:
| | | | | | | | |
| | Three Months Ended March 31, 2008 | | | Three Months Ended March 31, 2007 | |
| | (in thousands, except per share amounts) | | | (in thousands, except per share amounts) | |
Net revenue | | $ | 63,962 | | | $ | 63,623 | |
Income (loss) from operations | | | (55 | ) | | | 6,185 | |
Loss before income taxes | | | (13,662 | ) | | | (7,533 | ) |
Net loss | | | (15,346 | ) | | | (9,093 | ) |
Basic and diluted net loss per share | | $ | (0.54 | ) | | $ | (0.32 | ) |
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 the Company owned the acquired station during the specified period.
As of March 31, 2008, included in net property and equipment is approximately $4.9 million of costs related to the purchase of software. The asset is being amortized over the term of the contract. As of March 31, 2008, $0.6 million representing the current portion of the remaining liability associated with this contract is included in other current liabilities and $4.3 million representing the long-term portion of the remaining liability associated with this contract is included in other non-current liabilities in the accompanying condensed balance sheet.
7. | Intangible Assets and Goodwill |
Intangible assets subject to amortization consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | |
| | Estimated useful life (years) | | March 31, 2008 | | December 31, 2007 |
| | Gross | | Accumulated Amortization | | | Net | | Gross | | Accumulated Amortization | | | Net |
| | | | (in thousands) | | (in thousands) |
Network affiliation agreements | | 15 | | $ | 357,027 | | $ | (188,701 | ) | | $ | 168,326 | | $ | 355,878 | | $ | (182,848 | ) | | $ | 173,030 |
Other definite-lived intangible assets | | 1-15 | | | 15,846 | | | (10,826 | ) | | | 5,020 | | | 15,775 | | | (10,194 | ) | | | 5,581 |
| | | | | | | | | | | | | | | | | | | | | | |
Total intangible assets subject to amortization | | | | $ | 372,873 | | $ | (199,527 | ) | | $ | 173,346 | | $ | 371,653 | | $ | (193,042 | ) | | $ | 178,611 |
| | | | | | | | | | | | | | | | | | | | | | |
Total amortization expense from definite-lived intangibles was $6.4 and $6.5 million for the three months ended March 31, 2008 and 2007, respectively. The Company’s estimate of amortization expense for definite-lived intangible assets recorded on its books as of March 31, 2008 is approximately $25 million for each year for the years of 2008 through 2012.
The aggregate carrying value of indefinite-lived intangible assets, consisting of FCC licenses and goodwill, was $318.7 million and $315.5 million at March 31, 2008 and December 31, 2007, respectively. Indefinite-lived intangible assets are not subject to amortization, but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. As of March 31, 2008, the Company did not identify any events that would trigger an impairment assessment.
The change in the carrying amount of goodwill for the three months ended March 31, 2008 was as follows:
| | | |
| | March 31, 2008 |
| | (in thousands) |
Beginning balance | | $ | 151,686 |
Acquisition | | | 586 |
| | | |
Ending balance | | $ | 152,272 |
| | | |
During 2008, the consummation of Mission’s acquisition of KTVE increased goodwill by $0.6 million.
11
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Accrued expenses consisted of the following:
| | | | | | |
| | March 31, 2008 | | December 31, 2007 |
| | (in thousands) |
Compensation and related taxes | | $ | 3,813 | | $ | 4,082 |
Sales commissions | | | 1,506 | | | 1,514 |
Employee benefits | | | 1,194 | | | 1,361 |
Property taxes | | | 798 | | | 620 |
Other accruals related to operating expenses | | | 3,596 | | | 5,986 |
| | | | | | |
| | $ | 10,907 | | $ | 13,563 |
| | | | | | |
Long-term debt consisted of the following:
| | | | | | | | |
| | March 31, 2008 | | | December 31, 2007 | |
| | (in thousands) | |
Term loans | | $ | 327,788 | | | $ | 328,659 | |
Revolving credit facilities | | | 73,000 | | | | 28,000 | |
7% senior subordinated notes due 2014, net of discount of $1,912 and $1,978 | | | 198,088 | | | | 198,022 | |
11.375% senior discount notes due 2013, net of discount of $0 and $3,505 | | | 130,000 | | | | 126,495 | |
| | | | | | | | |
| | | 728,876 | | | | 681,176 | |
Less: current portion | | | (50,391 | ) | | | (50,391 | ) |
| | | | | | | | |
| | $ | 678,485 | | | $ | 630,785 | |
| | | | | | | | |
The Nexstar Senior Secured Credit Facility
The Nexstar senior secured credit facility (the “Nexstar Facility”) consists of a Term Loan B and a $82.5 million revolving loan. As of March 31, 2008 and December 31, 2007, Nexstar had $159.4 million and $159.8 million, respectively, outstanding under its Term Loan B and $66.0 million and $21.0 million, respectively, outstanding under its revolving loan.
The Term Loan B, which matures in October 2012, is payable in consecutive quarterly installments amortized at 0.25% quarterly, with the remaining 93.25% due at maturity. During the three months ended March 31, 2008, repayments of Nexstar’s Term Loan B totaled $0.4 million, all of which were scheduled maturities. The revolving loan is not subject to incremental reduction and matures in April 2012. During the three months ended March 31, 2008, repayments of Nexstar’s revolving loan totaled $5.0 million.
The total weighted-average interest rate of the Nexstar Facility was 4.31% and 6.52% at March 31, 2008 and December 31, 2007, respectively. Interest is payable periodically based on the type of interest rate selected. Additionally, Nexstar is required to pay quarterly commitment fees on the unused portion of its revolving loan commitment ranging from 0.375% to 0.50% per annum, based on the consolidated senior leverage ratio of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), an indirect subsidiary of Nexstar, and Mission for that particular quarter.
The Mission Senior Secured Credit Facility
The Mission senior secured credit facility (the “Mission Facility”) consists of a Term Loan B and a $15.0 million revolving loan. As of March 31, 2008 and December 31, 2007, Mission had $168.4 million and $168.8 million, respectively, outstanding under its Term Loan B and $7.0 million of borrowings were outstanding under its revolving loan.
Terms of the Mission Facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar Facility described above. During the three months ended March 31, 2008, repayments of Mission’s Term Loan B totaled $0.4 million, all of which were scheduled maturities. The total weighted average interest rate of the Mission Facility was 4.43% and 6.61% at March 31, 2008 and December 31, 2007, respectively.
Unused Commitments and Borrowing Availability
Based on covenant calculations, as of March 31, 2008, all $24.5 million of total unused revolving loan commitments under the Nexstar and Mission credit facilities were available for borrowing.
12
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Debt Covenants
The Nexstar Facility contains covenants which require the Company to comply with certain financial covenant ratios, including (1) a maximum total combined leverage ratio of Nexstar Broadcasting and Mission of 6.75 times the last twelve months operating cash flow (as defined in the credit agreement) at March 31, 2008, (2) a maximum combined senior leverage ratio of Nexstar Broadcasting and Mission of 4.75 times the last twelve months operating cash flow at March 31, 2008, (3) a minimum combined interest coverage ratio of 1.50 to 1.00, and (4) a fixed charge coverage ratio of 1.15 to 1.00. The covenants, which are formally calculated on a quarterly basis, are based on the combined results of Nexstar Broadcasting and Mission. Mission’s bank credit facility agreement does not contain financial covenant ratio requirements, but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement.
Effective on April 1, 2008 under our bank credit facility agreement, we are now required to include the remaining principal balance of Nexstar Finance Holdings 11.375% Notes in the calculation of our total leverage ratio. Accordingly, as of June 30, 2008, the outstanding principal of $83.1 million on the 11.375% Notes will be included as debt outstanding in this covenant compliance ratio.
The senior subordinated notes and senior discount notes contain restrictive covenants customary for borrowing arrangements of this type.
Collateralization and Guarantees of Debt
The bank credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of Nexstar and Mission. Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission Facility in the event of Mission’s default. Similarly, Mission is a guarantor of the Nexstar Facility and the senior subordinated notes issued by Nexstar Broadcasting.
In consideration of Nexstar’s guarantee of Mission’s senior credit facility, the sole shareholder of Mission has granted Nexstar a purchase option to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2008 and 2014) are freely exercisable or assignable by Nexstar without consent or approval by the sole shareholder of Mission. The Company expects these option agreements to be renewed upon expiration.
On March 31, 2008, Nexstar signed a new ten year agreement for national sales representation with two units of Katz Television Group, a subsidiary of Katz Media Group (“Katz”), transferring 24 stations in 14 of its markets from Petry Television Inc. (“Petry”) and Blair Television Inc. (“Blair”). Nexstar, Blair, Petry and Katz entered into a termination and mutual release agreement under which Blair agreed to release Nexstar from its future contractual obligations in exchange for payments totaling $8.0 million. The payments will be paid by Katz on behalf of Nexstar as an inducement for Nexstar to enter into the new long-term contract with Katz. Nexstar recognized a $7.2 million charge associated with terminating the contracts, which is reflected as a non-cash contract termination fees in the accompanying condensed consolidated statement of operations. The $7.2 million charge was calculated as the present value of the future payments to be made by Katz. The liability established as a result of the termination represents an incentive received from Katz that will be accounted for as a termination obligation, and will be recognized as a non-cash reduction to operating expenses over the term of the agreement with Katz. As of March 31, 2008, the current portion of this deferred amount of approximately $0.7 million was included in other current liabilities and the long-term portion in the amount of approximately $6.5 million was included in other non-current liabilities in the accompanying condensed balance sheet.
11. | Other Non-Current Liabilities |
Other non-current liabilities consist of the following:
| | | | | | |
| | March 31, 2008 | | December 31, 2007 |
| | (in thousands) |
Deferred rent | | $ | 5,627 | | $ | 5,397 |
Software agreement obligation | | | 4,269 | | | — |
Other | | | 545 | | | 545 |
| | | | | | |
| | $ | 10,441 | | $ | 5,942 |
| | | | | | |
13
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
12. | Stock-Based Compensation Plans |
Nexstar’s employee compensation plans (the “Equity Plans”) provide for the granting of stock options, stock appreciation rights, restricted stock and performance awards to directors, employees of Nexstar or consultants. A maximum of 4,500,000 shares of Nexstar’s Class A common stock can be issued under the Equity Plans and as of March 31, 2008, a total of 187,000 shares were available for future grant. Employee stock options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant, vest over five years and expire ten years from the date of grant.
13. | Gain on Asset Exchange |
In 2004, the FCC approved a spectrum allocation exchange between Sprint Nextel Corporation (“Nextel”) and public safety entities to eliminate interference being caused to public safety radio licensees by Nextel’s operations. As part of this spectrum exchange, the FCC granted Nextel the right to certain spectrum within the 1.9 GHz band that is currently used by television broadcasters. In order to utilize this spectrum, Nextel is required to relocate the broadcasters to new spectrum by replacing all analog equipment currently used by broadcasters with comparable digital equipment. The Company has agreed to accept the substitute equipment that Nextel will provide and in turn must relinquish its existing equipment back to Nextel. This transition began on a market by market basis beginning in the second quarter of 2007. The equipment the Company receives under this arrangement is recorded at their estimated fair market value and depreciated over estimated useful lives ranging from 5 to 15 years. Management’s determination of the fair market value is derived from the most recent prices paid to manufacturers and vendors for the specific equipment acquired. As equipment is exchanged, the Company records a gain to the extent that the fair market value of the equipment received exceeds the carrying amount of the equipment relinquished. For the three months ended March 31, 2008, the Company recognized a gain of $0.9 million from the exchange of this equipment.
The Company’s provision for income taxes is primarily comprised of deferred income taxes created by an increase in the deferred tax liabilities position during the year resulting from the amortization of goodwill and other indefinite-lived intangible assets for income tax purposes which are not amortized for financial reporting purposes. These deferred tax liabilities do not reverse on a scheduled basis and are not used to support the realization of deferred tax assets. The Company’s deferred tax assets primarily result from federal and state net operating loss carryforwards (“NOLs”). The Company’s NOLs are available to reduce future taxable income if utilized before their expiration. The Company has provided a valuation allowance for certain deferred tax assets as it believes they may not be realized through future taxable earnings.
As of January 1, 2008, the Company had gross unrecognized tax benefits of approximately $3.7 million, which did not materially change as of March 31, 2008. If recognized, this amount would result in a favorable effect on the Company’s effective tax rate excluding the impact on the Company’s valuation allowance. As of March 31, 2008, the Company has not accrued interest on the unrecognized tax benefits as an unfavorable outcome upon examination would not result in a cash outlay but would reduce NOLs subject to a valuation allowance. The Company does not expect the amount of unrecognized tax benefits to significantly change in the next twelve months.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal tax examinations for years after 2003. Additionally, any NOLs that were generated in prior years and will be utilized in the future may also be subject to examination by the Internal Revenue Service. State jurisdictions that remain subject to examination are not considered significant.
15. | FCC Regulatory Matters |
Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations it provides services to. In addition, the U.S. Congress may act to amend the Communications Act in a manner that could impact the Company’s stations, the stations it provides services to and the television broadcast industry in general.
Some of the more significant FCC regulatory matters impacting the Company’s operations are discussed below.
14
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
15. | FCC Regulatory Matters—(Continued) |
Digital Television (“DTV”) Conversion
Television broadcasting in the United States is moving from an analog transmission system to a digital transmission system. For the transition period, the FCC allotted each licensed television station a second channel for broadcast of a DTV signal. In 2006, President Bush signed into law legislation that establishes February 17, 2009 as the deadline for television broadcasters to broadcast on a single DTV channel and return their analog channel to the FCC. Prior to February 17, 2009, television stations may broadcast with both analog and DTV signals.
Except for stations that have requested waiver of the FCC’s deadline for construction, broadcast television stations are required to be broadcasting a full-power DTV signal. As of March 31, 2008, Mission’s stations WUTR, WTVO, WYOU, KRBC and KAMC and Nexstar’s stations WBRE, WROC, KARK, KNWA, KFTA, WMBD, WTAJ, WLYH, KSFX, WQRF, KTAL, WCIA, WTVW, KTAB, KARD and KLBK are broadcasting with full-power DTV signals. The FCC has authorized Nexstar and Mission to operate DTV facilities for its remaining stations at low-power until certain dates established by the FCC. The FCC has established May 18, 2008 as the deadline for Nexstar stations KAMR, KBTV, KFDX, WDHN, WFFT, WFXV, WTWO, KMID and KSNF and Mission stations KJTL, KCIT, KSAN, WFXW, WFXP and KODE. The FCC also has established August 18, 2008 as the deadline for Nexstar stations KSVI and KLST and Mission station KHMT and has established February 17, 2009 as the deadline for Nexstar stations KQTV, WCFN, WJET and WHAG and Mission station KOLR.
Extension requests were filed with the FCC on March 19, 2008 for the Nexstar and Mission stations with permit expiration dates of May 18, 2008 unless the stations were expected to begin DTV full-power operations by the May 18, 2008 deadline. Extension requests will be filed with the FCC on or before June 19, 2008 (the due date for such filings) for the Nexstar and Mission stations with permit expiration dates of August 18, 2008 unless the stations were expected to begin DTV full-power operations by the August 18, 2008 deadline. All of the Nexstar stations with February 17, 2009 DTV construction deadlines are expected to be operating at DTV full-power on or before February 17, 2009.
DTV conversion expenditures were $2.8 million and $3.7 million, respectively, for the three months ended March 31, 2008 and 2007. The Company will incur various capital expenditures to modify the remaining Nexstar and Mission stations’ DTV transmitting equipment for full-power DTV operations, including costs for the transmitter, transmission line, antenna and installation, and estimated costs for tower upgrades and/or modifications. The Company anticipates these expenditures will be funded through available cash on hand and cash generated from operations as incurred in future years.
Media Ownership
In 2006, the FCC initiated a rulemaking proceeding contemplating a comprehensive review of all of its media ownership rules, as required by the Communications Act. In a decision adopted on December 18, 2007 and released on February 4, 2008, the FCC made one change in its broadcasting ownership rules – allowing local newspaper/broadcasting cross-ownership under certain circumstances – but determined that it would not make any other changes in its media ownership rules. This FCC decision is being appealed. In addition, the FCC has a separate proceeding pending to determine whether to make television joint sales agreements attributable interests under its ownership rules.
16. | Commitments and Contingencies |
Guarantee of Mission Debt
Nexstar and its subsidiaries guarantee full payment of all obligations incurred under Mission’s senior secured credit facility agreement. In the event that Mission is unable to repay amounts due under its credit facility, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the amount of borrowings outstanding under the Mission credit facility. At March 31, 2008, Mission had $175.4 million outstanding under its senior credit facility.
Indemnification Obligations
In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been immaterial and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.
15
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
16. | Commitments and Contingencies—(Continued) |
Litigation
From time to time, the Company is involved with claims that arise out of the normal course of its business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.
17. | Condensed Consolidating Financial Information |
Senior Discount Notes
On March 27, 2003, Nexstar Finance Holdings, Inc. (“Nexstar Finance Holdings”), a 100% owned subsidiary of Nexstar, issued 11.375% senior discount notes (“11.375% Notes”) due in 2013. The 11.375% Notes are fully and unconditionally guaranteed by Nexstar. See Note 18.
The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company and its 100%, directly or indirectly, owned subsidiaries. This information is presented in lieu of separate financial statements and other related disclosures of Nexstar Finance Holdings pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or being Registered”.
The Nexstar column presents the parent company’s financial information. Nexstar is also the guarantor. The Nexstar Finance Holdings column presents the issuer’s financial information. The Non-Guarantor Subsidiary column presents the financial information of Nexstar Broadcasting, a 100% owned subsidiary of Nexstar Finance Holdings. Nexstar Broadcasting’s financial information includes the accounts of Mission Broadcasting, Inc., an entity which Nexstar Broadcasting is required to consolidate as a VIE under FIN No. 46R (see Note 2).
16
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Balance Sheet
March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Finance Holdings | | | Non-Guarantor Subsidiary | | Eliminations | | | Consolidated Company | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 58,474 | | $ | — | | | $ | 58,474 | |
Other current assets | | | — | | | | 6 | | | | 63,798 | | | — | | | | 63,804 | |
| | | | | | | | | | | | | | | | | | | |
Total current assets | | | — | | | | 6 | | | | 122,272 | | | — | | | | 122,278 | |
Investments in subsidiaries eliminated upon consolidation | | | (9,255 | ) | | | 121,100 | | | | — | | | (111,845 | ) | | | — | |
Amounts due from parents eliminated upon consolidation | | | 398 | | | | — | | | | 1,575 | | | (1,973 | ) | | | — | |
Property and equipment, net | | | — | | | | — | | | | 120,095 | | | — | | | | 120,095 | |
Goodwill | | | — | | | | — | | | | 152,272 | | | — | | | | 152,272 | |
FCC licenses | | | — | | | | — | | | | 166,455 | | | — | | | | 166,455 | |
Other intangible assets, net | | | — | | | | — | | | | 173,346 | | | — | | | | 173,346 | |
Other noncurrent assets | | | 1 | | | | 1,613 | | | | 12,215 | | | (10 | ) | | | 13,819 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (8,856 | ) | | $ | 122,719 | | | $ | 748,230 | | $ | (113,828 | ) | | $ | 748,265 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Current portion of debt | | $ | — | | | $ | 46,906 | | | $ | 3,485 | | $ | — | | | $ | 50,391 | |
Other current liabilities | | | — | | | | — | | | | 44,024 | | | — | | | | 44,024 | |
| | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | | 46,906 | | | | 47,509 | | | — | | | | 94,415 | |
Debt | | | — | | | | 83,094 | | | | 595,391 | | | — | | | | 678,485 | |
Amounts due to subsidiary eliminated upon consolidation | | | — | | | | 1,973 | | | | — | | | (1,973 | ) | | | — | |
Other noncurrent liabilities | | | — | | | | — | | | | 79,435 | | | (10 | ) | | | 79,425 | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 131,973 | | | | 722,335 | | | (1,983 | ) | | | 852,325 | |
| | | | | | | | | | | | | | | | | | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | | | |
Common stock | | | 284 | | | | — | | | | — | | | — | | | | 284 | |
Other stockholders’ equity (deficit) | | | (9,140 | ) | | | (9,254 | ) | | | 25,895 | | | (111,845 | ) | | | (104,344 | ) |
| | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit) | | | (8,856 | ) | | | (9,254 | ) | | | 25,895 | | | (111,845 | ) | | | (104,060 | ) |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | (8,856 | ) | | $ | 122,719 | | | $ | 748,230 | | $ | (113,828 | ) | | $ | 748,265 | |
| | | | | | | | | | | | | | | | | | | |
17
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Balance Sheet
December 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | |
| | Nexstar | | Nexstar Finance Holdings | | Non-Guarantor Subsidiaries | | Eliminations | | | Consolidated Company | |
ASSETS | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | — | | $ | 16,226 | | $ | — | | | $ | 16,226 | |
Other current assets | | | 145 | | | 6 | | | 72,073 | | | (145 | ) | | | 72,079 | |
| | | | | | | | | | | | | | | | | |
Total current assets | | | 145 | | | 6 | | | 88,299 | | | (145 | ) | | | 88,305 | |
Investments in subsidiaries eliminated upon consolidation | | | 5,361 | | | 132,130 | | | — | | | (137,491 | ) | | | — | |
Amounts due from parents eliminated upon consolidation | | | — | | | — | | | 2,377 | | | (2,377 | ) | | | — | |
Property and equipment, net | | | — | | | — | | | 111,612 | | | — | | | | 111,612 | |
Goodwill | | | — | | | — | | | 151,686 | | | — | | | | 151,686 | |
FCC licenses | | | — | | | — | | | 163,795 | | | — | | | | 163,795 | |
Other intangible assets, net | | | — | | | — | | | 178,611 | | | — | | | | 178,611 | |
Other noncurrent assets | | | 1 | | | 1,694 | | | 13,008 | | | (10 | ) | | | 14,693 | |
| | | | | | | | | | | | | | | | | |
Total assets | | $ | 5,507 | | $ | 133,830 | | $ | 709,388 | | $ | (140,023 | ) | | $ | 708,702 | |
| | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | |
Current portion of debt | | $ | — | | $ | 46,906 | | $ | 3,485 | | $ | — | | | $ | 50,391 | |
Other current liabilities | | | — | | | — | | | 49,530 | | | (144 | ) | | | 49,386 | |
| | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | 46,906 | | | 53,015 | | | (144 | ) | | | 99,777 | |
Debt | | | — | | | 79,589 | | | 551,196 | | | — | | | | 630,785 | |
Amounts due to subsidiary eliminated upon consolidation | | | 404 | | | 1,973 | | | — | | | (2,377 | ) | | | — | |
Other noncurrent liabilities | | | — | | | — | | | 67,541 | | | (11 | ) | | | 67,530 | |
| | | | | | | | | | | | | | | | | |
Total liabilities | | | 404 | | | 128,468 | | | 671,752 | | | (2,532 | ) | | | 798,092 | |
| | | | | | | | | | | | | | | | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | |
Common stock | | | 284 | | | — | | | — | | | — | | | | 284 | |
Other stockholders’ equity (deficit) | | | 4,819 | | | 5,362 | | | 37,636 | | | (137,491 | ) | | | (89,674 | ) |
| | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit) | | | 5,103 | | | 5,362 | | | 37,636 | | | (137,491 | ) | | | (89,390 | ) |
| | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | 5,507 | | $ | 133,830 | | $ | 709,388 | | $ | (140,023 | ) | | $ | 708,702 | |
| | | | | | | | | | | | | | | | | |
18
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Operations
For the Three Months Ended March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Finance Holdings | | | Non-Guarantor Subsidiary | | | Eliminations | | Consolidated Company | |
Net revenue | | $ | — | | | $ | — | | | $ | 63,712 | | | $ | — | | $ | 63,712 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses (income): | | | | | | | | | | | | | | | | | | | |
Direct operating expenses (exclusive of depreciation and amortization shown separately below) | | | — | | | | — | | | | 19,496 | | | | — | | | 19,496 | |
Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) | | | 1 | | | | — | | | | 20,884 | | | | — | | | 20,885 | |
Non-cash contract termination fees | | | — | | | | — | | | | 7,167 | | | | — | | | 7,167 | |
Amortization of broadcast rights | | | — | | | | — | | | | 5,335 | | | | — | | | 5,335 | |
Amortization of intangible assets | | | — | | | | — | | | | 6,372 | | | | — | | | 6,372 | |
Depreciation | | | — | | | | — | | | | 5,333 | | | | — | | | 5,333 | |
Gain on asset exchange | | | — | | | | — | | | | (850 | ) | | | — | | | (850 | ) |
Loss on asset disposal, net | | | — | | | | — | | | | 35 | | | | — | | | 35 | |
| | | | | | | | | | | | | | | | | | | |
Total operating expenses (income) | | | 1 | | | | — | | | | 63,772 | | | | — | | | 63,773 | |
| | | | | | | | | | | | | | | | | | | |
Loss from operations | | | (1 | ) | | | — | | | | (60 | ) | | | — | | | (61 | ) |
Interest expense, including amortization of debt financing costs | | | — | | | | (3,586 | ) | | | (10,403 | ) | | | — | | | (13,989 | ) |
Equity in loss of subsidiaries | | | (14,616 | ) | | | (11,030 | ) | | | — | | | | 25,646 | | | — | |
Other income, net | | | — | | | | — | | | | 401 | | | | — | | | 401 | |
| | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (14,617 | ) | | | (14,616 | ) | | | (10,062 | ) | | | 25,646 | | | (13,649 | ) |
Income tax expense | | | — | | | | — | | | | (1,679 | ) | | | — | | | (1,679 | ) |
| | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (14,617 | ) | | $ | (14,616 | ) | | $ | (11,741 | ) | | $ | 25,646 | | $ | (15,328 | ) |
| | | | | | | | | | | | | | | | | | | |
19
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Operations
For the Three Months Ended March 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Finance Holdings | | | Non-Guarantor Subsidiary | | | Eliminations | | Consolidated Company | |
Net revenue | | $ | — | | | $ | — | | | $ | 62,054 | | | $ | — | | $ | 62,054 | |
| | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Direct operating expenses (exclusive of depreciation and amortization shown separately below) | | | — | | | | — | | | | 18,156 | | | | — | | | 18,156 | |
Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) | | | 15 | | | | — | | | | 20,283 | | | | — | | | 20,298 | |
Amortization of broadcast rights | | | — | | | | — | | | | 5,892 | | | | — | | | 5,892 | |
Amortization of intangible assets | | | — | | | | — | | | | 6,465 | | | | — | | | 6,465 | |
Depreciation | | | — | | | | — | | | | 4,988 | | | | — | | | 4,988 | |
Loss on asset disposal, net | | | — | | | | — | | | | 152 | | | | — | | | 152 | |
| | | | | | | | �� | | | | | | | | | | | |
Total operating expenses (income) | | | 15 | | | | — | | | | 55,936 | | | | — | | | 55,951 | |
| | | | | | | | | | | | | | | | | | | |
Income from operations | | | (15 | ) | | | — | | | | 6,118 | | | | — | | | 6,103 | |
Interest expense, including amortization of debt financing costs | | | — | | | | (3,218 | ) | | | (10,502 | ) | | | — | | | (13,720 | ) |
Equity in loss of subsidiaries | | | (7,552 | ) | | | (4,334 | ) | | | — | | | | 11,886 | | | — | |
Other income, net | | | — | | | | — | | | | 116 | | | | — | | | 116 | |
| | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (7,567 | ) | | | (7,552 | ) | | | (4,268 | ) | | | 11,886 | | | (7,501 | ) |
Income tax expense | | | — | | | | — | | | | (1,532 | ) | | | — | | | (1,532 | ) |
| | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (7,567 | ) | | $ | (7,552 | ) | | $ | (5,800 | ) | | $ | 11,886 | | $ | (9,033 | ) |
| | | | | | | | | | | | | | | | | | | |
20
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Cash Flows
For the Three Months Ended March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Finance Holdings | | Non-Guarantor Subsidiary | | | Eliminations | | Consolidated Company | |
Cash flows provided by (used for) operating activities | | $ | (11 | ) | | $ | — | | $ | 10,288 | | | $ | — | | $ | 10,277 | |
| | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | |
Additions to property and equipment, net | | | — | | | | — | | | (4,246 | ) | | | — | | | (4,246 | ) |
Acquisition of broadcast properties and related transaction costs | | | — | | | | — | | | (7,923 | ) | | | — | | | (7,923 | ) |
Other investing activites | | | — | | | | — | | | — | | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Net cash used for investing activities | | | — | | | | — | | | (12,169 | ) | | | — | | | (12,169 | ) |
| | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | |
Repayment of long-term debt | | | — | | | | — | | | (5,871 | ) | | | — | | | (5,871 | ) |
Proceeds from revolver draws | | | — | | | | — | | | 50,000 | | | | — | | | 50,000 | |
Other financing activities | | | 11 | | | | — | | | — | | | | — | | | 11 | |
| | | | | | | | | | | | | | | | | | |
Net cash provided by financing activities | | | 11 | | | | — | | | 44,129 | | | | — | | | 44,140 | |
| | | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | — | | | | — | | | 42,248 | | | | — | | | 42,248 | |
Cash and cash equivalents at beginning of period | | | — | | | | — | | | 16,226 | | | | — | | | 16,226 | |
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | — | | $ | 58,474 | | | $ | — | | $ | 58,474 | |
| | | | | | | | | | | | | | | | | | |
21
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Cash Flows
For the Three Months Ended March 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Finance Holdings | | Non-Guarantor Subsidiary | | | Eliminations | | Consolidated Company | |
Cash flows provided by (used for) operating activities | | $ | (9 | ) | | $ | — | | $ | 3,415 | | | $ | — | | $ | 3,406 | |
| | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | |
Additions to property and equipment | | | — | | | | — | | | (5,858 | ) | | | — | | | (5,858 | ) |
Down payment on acquisition of stations | | | — | | | | — | | | — | | | | — | | | — | |
Other investing activites | | | — | | | | — | | | 4 | | | | — | | | 4 | |
| | | | | | | | | | | | | | | | | | |
Net cash used for investing activities | | | — | | | | — | | | (5,854 | ) | | | — | | | (5,854 | ) |
| | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | |
Repayment of long-term debt | | | — | | | | — | | | (872 | ) | | | — | | | (872 | ) |
Proceeds from revolver draws | | | — | | | | — | | | — | | | | — | | | — | |
Other financing activitiess | | | 9 | | | | — | | | — | | | | — | | | 9 | |
| | | | | | | | | | | | | | | | | | |
Net cash provided by (used for) financing activities | | | 9 | | | | — | | | (872 | ) | | | — | | | (863 | ) |
| | | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | — | | | | — | | | (3,311 | ) | | | — | | | (3,311 | ) |
Cash and cash equivalents at beginning of year | | | — | | | | — | | | 11,179 | | | | — | | | 11,179 | |
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of year | | $ | — | | | $ | — | | $ | 7,868 | | | $ | — | | $ | 7,868 | |
| | | | | | | | | | | | | | | | | | |
22
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Senior Subordinated Notes
On December 30, 2003 and April 1, 2005, Nexstar Broadcasting, a 100% owned subsidiary of Nexstar Finance Holdings, issued 7% senior subordinated notes (“7% Notes”) due in January 2014. The 7% Notes are fully and unconditionally guaranteed by Nexstar.
The following condensed consolidating financial information presents the financial position, results of operations and cash flows of Nexstar and its 100%, directly or indirectly, owned subsidiaries and independently-owned Mission Broadcasting, Inc. This information is presented in lieu of separate financial statements and other related disclosures of Nexstar Broadcasting pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or being Registered”.
The Nexstar column presents the parent company’s financial information. Nexstar is also a guarantor. The Nexstar Broadcasting column presents the issuer’s financial information. The Mission column presents the financial information of Mission Broadcasting, Inc., an entity which Nexstar Broadcasting is required to consolidate as a VIE under FIN No. 46R (see Note 2). Mission is also a guarantor of the senior subordinated notes issued by Nexstar Broadcasting. The Non-Guarantor Subsidiary column presents the financial information of Nexstar Finance Holdings, the parent of Nexstar Broadcasting.
23
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Balance Sheet
March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Broadcasting | | Mission | | | Non-Guarantor Subsidiary | | | Eliminations | | | Consolidated Company | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 54,829 | | $ | 3,645 | | | $ | — | | | $ | — | | | $ | 58,474 | |
Due from Mission | | | — | | | | 19,785 | | | — | | | | — | | | | (19,785 | ) | | | — | |
Other current assets | | | — | | | | 60,420 | | | 3,378 | | | | 6 | | | | — | | | | 63,804 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | — | | | | 135,034 | | | 7,023 | | | | 6 | | | | (19,785 | ) | | | 122,278 | |
Investments in subsidiaries eliminated upon consolidation | | | (9,255 | ) | | | — | | | — | | | | 121,100 | | | | (111,845 | ) | | | — | |
Amounts due from parents eliminated upon consolidation | | | 398 | | | | 1,575 | | | — | | | | — | | | | (1,973 | ) | | | — | |
Property and equipment, net | | | — | | | | 96,260 | | | 23,839 | | | | — | | | | (4 | ) | | | 120,095 | |
Goodwill | | | — | | | | 134,564 | | | 17,708 | | | | — | | | | — | | | | 152,272 | |
FCC licenses | | | — | | | | 135,059 | | | 31,396 | | | | — | | | | — | | | | 166,455 | |
Other intangible assets, net | | | — | | | | 137,179 | | | 36,167 | | | | — | | | | — | | | | 173,346 | |
Other noncurrent assets | | | 1 | | | | 9,952 | | | 2,263 | | | | 1,613 | | | | (10 | ) | | | 13,819 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (8,856 | ) | | $ | 649,623 | | $ | 118,396 | | | $ | 122,719 | | | $ | (133,617 | ) | | $ | 748,265 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | |
Current portion of debt | | $ | — | | | $ | 1,758 | | $ | 1,727 | | | $ | 46,906 | | | $ | — | | | $ | 50,391 | |
Due to Nexstar Broadcasting | | | — | | | | — | | | 19,785 | | | | — | | | | (19,785 | ) | | | — | |
Other current liabilities | | | — | | | | 38,492 | | | 5,532 | | | | — | | | | — | | | | 44,024 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | | 40,250 | | | 27,044 | | | | 46,906 | | | | (19,785 | ) | | | 94,415 | |
Debt | | | — | | | | 421,735 | | | 173,656 | | | | 83,094 | | | | — | | | | 678,485 | |
Amounts due to subsidiary eliminated upon consolidation | | | — | | | | — | | | — | | | | 1,973 | | | | (1,973 | ) | | | — | |
Other noncurrent liabilities | | | — | | | | 65,665 | | | 13,770 | | | | — | | | | (10 | ) | | | 79,425 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | | 527,650 | | | 214,470 | | | | 131,973 | | | | (21,768 | ) | | | 852,325 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 284 | | | | — | | | — | | | | — | | | | — | | | | 284 | |
Other stockholders’ equity (deficit) | | | (9,140 | ) | | | 121,973 | | | (96,074 | ) | | | (9,254 | ) | | | (111,849 | ) | | | (104,344 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit) | | | (8,856 | ) | | | 121,973 | | | (96,074 | ) | | | (9,254 | ) | | | (111,849 | ) | | | (104,060 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | (8,856 | ) | | $ | 649,623 | | $ | 118,396 | | | $ | 122,719 | | | $ | (133,617 | ) | | $ | 748,265 | |
| | | | | | | | | | | | | | | | | | | | | | | |
24
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Balance Sheet
December 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | Nexstar Broadcasting | | Mission | | | Non-Guarantor Subsidiaries | | Eliminations | | | Consolidated Company | |
ASSETS | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | 6,310 | | $ | 9,916 | | | $ | — | | $ | — | | | $ | 16,226 | |
Due from Mission | | | — | | | 18,485 | | | — | | | | — | | | (18,485 | ) | | | — | |
Other current assets | | | 145 | | | 68,146 | | | 3,927 | | | | 6 | | | (145 | ) | | | 72,079 | |
| | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 145 | | | 92,941 | | | 13,843 | | | | 6 | | | (18,630 | ) | | | 88,305 | |
| | | | | | |
Investments in subsidiaries eliminated upon consolidation | | | 5,361 | | | — | | | — | | | | 132,130 | | | (137,491 | ) | | | — | |
Amounts due from parents eliminated upon consolidation | | | — | | | 2,377 | | | — | | | | — | | | (2,377 | ) | | | — | |
Property and equipment, net | | | — | | | 91,558 | | | 20,061 | | | | — | | | (7 | ) | | | 111,612 | |
Goodwill | | | — | | | 134,564 | | | 17,122 | | | | — | | | — | | | | 151,686 | |
FCC licenses | | | — | | | 135,059 | | | 28,736 | | | | — | | | — | | | | 163,795 | |
Other intangible assets, net | | | — | | | 142,243 | | | 36,368 | | | | — | | | — | | | | 178,611 | |
Other noncurrent assets | | | 1 | | | 10,183 | | | 2,825 | | | | 1,694 | | | (10 | ) | | | 14,693 | |
| | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 5,507 | | $ | 608,925 | | $ | 118,955 | | | $ | 133,830 | | $ | (158,515 | ) | | $ | 708,702 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | |
Current portion of debt | | $ | — | | $ | 1,758 | | $ | 1,727 | | | $ | 46,906 | | $ | — | | | $ | 50,391 | |
Due to Nexstar Broadcasting | | | — | | | — | | | 18,485 | | | | — | | | (18,485 | ) | | | — | |
Other current liabilities | | | — | | | 43,904 | | | 5,626 | | | | — | | | (144 | ) | | | 49,386 | |
| | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | — | | | 45,662 | | | 25,838 | | | | 46,906 | | | (18,629 | ) | | | 99,777 | |
| | | | | | |
Debt | | | — | | | 377,109 | | | 174,087 | | | | 79,589 | | | — | | | | 630,785 | |
Amounts due to subsidiary eliminated upon consolidation | | | 404 | | | — | | | — | | | | 1,973 | | | (2,377 | ) | | | — | |
Other noncurrent liabilities | | | — | | | 54,024 | | | 13,517 | | | | — | | | (11 | ) | | | 67,530 | |
| | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 404 | | | 476,795 | | | 213,442 | | | | 128,468 | | | (21,017 | ) | | | 798,092 | |
| | | | | | | | | | | | | | | | | | | | | |
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 284 | | | — | | | — | | | | — | | | — | | | | 284 | |
Other stockholders’ equity (deficit) | | | 4,819 | | | 132,130 | | | (94,487 | ) | | | 5,362 | | | (137,498 | ) | | | (89,674 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity (deficit) | | | 5,103 | | | 132,130 | | | (94,487 | ) | | | 5,362 | | | (137,498 | ) | | | (89,390 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity (deficit) | | $ | 5,507 | | $ | 608,925 | | $ | 118,955 | | | $ | 133,830 | | $ | (158,515 | ) | | $ | 708,702 | |
| | | | | | | | | | | | | | | | | | | | | |
25
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Operations
For the Three Months Ended March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Broadcasting | | | Mission | | | Non-Guarantor Subsidiary | | | Eliminations | | | Consolidated Company | |
Net broadcast revenue (including trade and barter) | | $ | — | | | $ | 62,177 | | | $ | 1,535 | | | $ | — | | | $ | — | | | $ | 63,712 | |
Revenue between consolidated entities | | | — | | | | 2,015 | | | | 7,785 | | | | — | | | | (9,800 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 64,192 | | | | 9,320 | | | | — | | | | (9,800 | ) | | | 63,712 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses (income): | | | | | | | | | | | | | | | | | | | | | | | | |
Direct operating expenses (exclusive of depreciation and amortization shown separately below) | | | — | | | | 17,967 | | | | 1,529 | | | | — | | | | — | | | | 19,496 | |
Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) | | | 1 | | | | 20,247 | | | | 637 | | | | — | | | | — | | | | 20,885 | |
Local service agreement fees between consolidated entities | | | — | | | | 7,785 | | | | 2,015 | | | | — | | | | (9,800 | ) | | | — | |
Non-cash contract termination fees | | | — | | | | 7,167 | | | | — | | | | — | | | | — | | | | 7,167 | |
Amortization of broadcast rights | | | — | | | | 4,155 | | | | 1,180 | | | | — | | | | — | | | | 5,335 | |
Amortization of intangible assets | | | — | | | | 5,024 | | | | 1,348 | | | | — | | | | — | | | | 6,372 | |
Depreciation | | | — | | | | 4,469 | | | | 867 | | | | — | | | | (3 | ) | | | 5,333 | |
Gain on asset exchange | | | — | | | | (850 | ) | | | — | | | | — | | | | — | | | | (850 | ) |
Loss on asset disposal, net | | | — | | | | 35 | | | | — | | | | — | | | | — | | | | 35 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 1 | | | | 65,999 | | | | 7,576 | | | | — | | | | (9,803 | ) | | | 63,773 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (1 | ) | | | (1,807 | ) | | | 1,744 | | | | — | | | | 3 | | | | (61 | ) |
Interest expense, including amortization of debt financing costs | | | — | | | | (7,429 | ) | | | (2,974 | ) | | | (3,586 | ) | | | — | | | | (13,989 | ) |
Equity in loss of subsidiaries | | | (14,616 | ) | | | — | | | | — | | | | (11,030 | ) | | | 25,646 | | | | — | |
Other income, net | | | — | | | | 376 | | | | 25 | | | | — | | | | — | | | | 401 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (14,617 | ) | | | (8,860 | ) | | | (1,205 | ) | | | (14,616 | ) | | | 25,649 | | | | (13,649 | ) |
Income tax expense | | | — | | | | (1,297 | ) | | | (382 | ) | | | — | | | | — | | | | (1,679 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (14,617 | ) | | $ | (10,157 | ) | | $ | (1,587 | ) | | $ | (14,616 | ) | | $ | 25,649 | | | $ | (15,328 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
26
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Operations
For the Three Months Ended March 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Broadcasting | | | Mission | | | Non-Guarantor Subsidiary | | | Eliminations | | | Consolidated Company | |
Net broadcast revenue (including trade and barter) | | $ | — | | | $ | 60,387 | | | $ | 1,667 | | | $ | — | | | $ | — | | | $ | 62,054 | |
Revenue between consolidated entities | | | — | | | | 1,965 | | | | 7,172 | | | | — | | | | (9,137 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net revenue | | | — | | | | 62,352 | | | | 8,839 | | | | — | | | | (9,137 | ) | | | 62,054 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Direct operating expenses (exclusive of depreciation and amortization shown separately below) | | | — | | | | 16,932 | | | | 1,224 | | | | — | | | | — | | | | 18,156 | |
Selling, general, and administrative expenses (exclusive of depreciation and amortization shown separately below) | | | 15 | | | | 19,755 | | | | 528 | | | | — | | | | — | | | | 20,298 | |
Local service agreement fees between consolidated entities | | | — | | | | 7,172 | | | | 1,965 | | | | — | | | | (9,137 | ) | | | — | |
Amortization of broadcast rights | | | — | | | | 4,942 | | | | 950 | | | | — | | | | — | | | | 5,892 | |
Amortization of intangible assets | | | — | | | | 5,116 | | | | 1,349 | | | | — | | | | — | | | | 6,465 | |
Depreciation | | | — | | | | 4,155 | | | | 836 | | | | — | | | | (3 | ) | | | 4,988 | |
Loss on asset disposal, net | | | — | | | | 151 | | | | 1 | | | | — | | | | — | | | | 152 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 15 | | | | 58,223 | | | | 6,853 | | | | — | | | | (9,140 | ) | | | 55,951 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (15 | ) | | | 4,129 | | | | 1,986 | | | | — | | | | 3 | | | | 6,103 | |
Interest expense, including amortization of debt financing costs | | | — | | | | (7,376 | ) | | | (3,126 | ) | | | (3,218 | ) | | | — | | | | (13,720 | ) |
Equity in loss of subsidiaries | | | (7,552 | ) | | | — | | | | — | | | | (4,334 | ) | | | 11,886 | | | | — | |
Other income, net | | | — | | | | 96 | | | | 20 | | | | — | | | | — | | | | 116 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (7,567 | ) | | | (3,151 | ) | | | (1,120 | ) | | | (7,552 | ) | | | 11,889 | | | | (7,501 | ) |
Income tax expense | | | — | | | | (1,183 | ) | | | (349 | ) | | | — | | | | — | | | | (1,532 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (7,567 | ) | | $ | (4,334 | ) | | $ | (1,469 | ) | | $ | (7,552 | ) | | $ | 11,889 | | | $ | (9,033 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
27
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Cash Flows
For the Three Months Ended March 31, 2008
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Broadcasting | | | Mission | | | Non-Guarantor Subsidiary | | Eliminations | | Consolidated Company | |
Cash flows provided by (used for) operating activities | | $ | (11 | ) | | $ | 7,093 | | | $ | 3,195 | | | $ | — | | $ | — | | $ | 10,277 | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | |
Additions to property and equipment, net | | | — | | | | (3,134 | ) | | | (1,112 | ) | | | — | | | — | | | (4,246 | ) |
Acquisition of broadcast properties and related transaction costs | | | — | | | | — | | | | (7,923 | ) | | | — | | | — | | | (7,923 | ) |
Other investing activities | | | — | | | | — | | | | — | | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Net cash used for investing activities | | | — | | | | (3,134 | ) | | | (9,035 | ) | | | — | | | — | | | (12,169 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | |
Repayment of long-term debt | | | — | | | | (5,440 | ) | | | (431 | ) | | | — | | | — | | | (5,871 | ) |
Proceeds from revolver draws | | | — | | | | 50,000 | | | | — | | | | — | | | — | | | 50,000 | |
Other financing activities | | | 11 | | | | — | | | | — | | | | — | | | — | | | 11 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used for) financing activities | | | 11 | | | | 44,560 | | | | (431 | ) | | | — | | | — | | | 44,140 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | — | | | | 48,519 | | | | (6,271 | ) | | | — | | | — | | | 42,248 | |
Cash and cash equivalents at beginning of period | | | — | | | | 6,310 | | | | 9,916 | | | | — | | | — | | | 16,226 | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 54,829 | | | $ | 3,645 | | | $ | — | | $ | — | | $ | 58,474 | |
| | | | | | | | | | | | | | | | | | | | | | |
28
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. | Condensed Consolidating Financial Information—(Continued) |
Statement of Cash Flows
For the Three Months Ended March 31, 2007
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| | Nexstar | | | Nexstar Broadcasting | | | Mission | | | Non-Guarantor Subsidiary | | Eliminations | | Consolidated Company | |
Cash flows provided by (used for) operating activities | | $ | (9 | ) | | $ | 4,344 | | | $ | (929 | ) | | $ | — | | $ | — | | $ | 3,406 | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | |
Additions to property and equipment, net | | | — | | | | (5,096 | ) | | | (762 | ) | | | — | | | — | | | (5,858 | ) |
Down payment on acquisition of stations | | | — | | | | — | | | | — | | | | — | | | — | | | — | |
Other investing activities | | | — | | | | 2 | | | | 2 | | | | — | | | — | | | 4 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net cash used for investing activities | | | — | | | | (5,094 | ) | | | (760 | ) | | | — | | | — | | | (5,854 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | |
Repayment of long-term debt | | | — | | | | (440 | ) | | | (432 | ) | | | — | | | — | | | (872 | ) |
Proceeds from revolver draws | | | — | | | | — | | | | — | | | | — | | | — | | | — | |
Other financing activities | | | 9 | | | | — | | | | — | | | | — | | | — | | | 9 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used for) financing activities | | | 9 | | | | (440 | ) | | | (432 | ) | | | — | | | — | | | (863 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Net decrease in cash and cash equivalents | | | — | | | | (1,190 | ) | | | (2,121 | ) | | | — | | | — | | | (3,311 | ) |
Cash and cash equivalents at beginning of period | | | — | | | | 7,602 | | | | 3,577 | | | | — | | | — | | | 11,179 | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | — | | | $ | 6,412 | | | $ | 1,456 | | | $ | — | | $ | — | | $ | 7,868 | |
| | | | | | | | | | | | | | | | | | | | | | |
29
NEXSTAR BROADCASTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On April 1, 2008, Nexstar redeemed a principal amount of approximately $46.9 million of 11.375% senior discount notes (“11.375% Notes”) outstanding in accordance with the terms of the debt agreement. This principal payment was funded from borrowings under its senior secured credit facility and with cash generated from operations.
30