Condensed Consolidating Financial Information | 15. Condensed Consolidating Financial Information The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures 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.” On July 6, 2015, Nexstar Finance Holdings, Inc. (“Nexstar Holdings”), a wholly-owned subsidiary of Nexstar Broadcasting Group, Inc., merged with and into its parent company with the latter remaining as the surviving corporation. As a result of this merger, Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar Holdings and issuer of the 6.875% Notes and the 6.125% Notes, became a direct subsidiary of Nexstar Broadcasting Group, Inc. Nexstar Holdings was not a guarantor of either the 6.875% Notes or the 6.125% Notes prior to the merger. On July 7, 2015, Nexstar created the wholly-owned Enterprise Technology and contributed certain digital media business assets and liabilities of Nexstar Broadcasting to this entity. Enterprise Technology is not a guarantor of either the 6.875% Notes or the 6.125% Notes. The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents its financial information. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (see Note 2). The Non-Guarantors column presents the combined financial information of Enterprise Technology and other VIEs consolidated by Nexstar Broadcasting (See Note 2). The following Condensed Consolidating Financial Statements have been retrospectively adjusted to present all periods as if the Nexstar Holdings merger and the contribution to Enterprise Technology had previously occurred. Additionally, the Company early adopted the FASB issued guidance related to the presentation of debt financing costs and deferred tax assets and liabilities in the condensed balance sheet. The guidance requires costs paid to third parties that are directly attributable to issuing a debt instrument to be presented as a direct deduction from the carrying value of the debt as opposed to an asset. Additionally, all deferred tax assets and liabilities, along with any related valuation allowance, should be classified as noncurrent in the balance sheet. As such, the amounts previously reported as other current assets, other noncurrent assets, debt and other noncurrent liabilities as of December 31, 2014 were decreased by $41.7 million, $6.4 million, $15.8 million and $32.3 million, respectively. Nexstar Broadcasting’s outstanding 6.875% Notes and 6.125% Notes (See Note 7) are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 27,492 $ 4,361 $ 11,563 $ - $ 43,416 Accounts receivable - 163,008 9,370 20,613 - 192,991 Amounts due from consolidated entities - 10,600 51,978 - (62,578 ) - Other current assets - 19,984 1,364 2,273 - 23,621 Total current assets - 221,084 67,073 34,449 (62,578 ) 260,028 Investments in subsidiaries 184,332 38,931 - - (223,263 ) - Amounts due from consolidated entities - 133,659 - - (133,659 ) - Property and equipment, net - 232,206 21,891 12,486 - 266,583 Goodwill - 343,140 32,489 76,033 - 451,662 FCC licenses - 415,024 41,563 32,748 - 489,335 Other intangible assets, net - 228,936 18,892 66,533 - 314,361 Other noncurrent assets - 30,539 20,418 2,208 - 53,165 Total assets $ 184,332 $ 1,643,519 $ 202,326 $ 224,457 $ (419,500 ) $ 1,835,134 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 15,154 $ 2,335 $ 4,650 $ - $ 22,139 Accounts payable - 14,705 906 10,325 25,936 Amounts due to consolidated entities - 47,700 - 14,878 (62,578 ) - Other current liabilities - 78,868 6,909 12,209 - 97,986 Total current liabilities - 156,427 10,150 42,062 (62,578 ) 146,061 Debt - 1,177,944 223,235 52,896 - 1,454,075 Amounts due to consolidated entities 63,309 - - 70,350 (133,659 ) - Other noncurrent liabilities - 118,048 9,351 21,226 - 148,625 Total liabilities 63,309 1,452,419 242,736 186,534 (196,237 ) 1,748,761 Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) 121,023 191,100 (40,410 ) 32,224 (223,263 ) 80,674 Noncontrolling interests in consolidated variable interest entities - - - 5,699 - 5,699 Total liabilities and stockholders' equity (deficit) $ 184,332 $ 1,643,519 $ 202,326 $ 224,457 $ (419,500 ) $ 1,835,134 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2014 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 130,472 $ 880 $ 560 $ - $ 131,912 Accounts receivable - 118,321 6,895 2,662 - 127,878 Amounts due from consolidated entities - 844 29,867 - (30,711 ) - Other current assets - 13,055 1,726 1,356 - 16,137 Total current assets - 262,692 39,368 4,578 (30,711 ) 275,927 Investments in subsidiaries 125,076 - - - (125,076 ) - Amounts due from consolidated entities - 46,582 - - (46,582 ) - Property and equipment, net - 207,286 24,166 6,287 - 237,739 Goodwill - 210,355 32,489 13,647 - 256,491 FCC licenses - 275,313 41,563 5,164 - 322,040 Other intangible assets, net - 148,381 21,310 24,438 - 194,129 Other noncurrent assets - 51,625 30,368 45,783 - 127,776 Total assets $ 125,076 $ 1,202,234 $ 189,264 $ 99,897 $ (202,369 ) $ 1,414,102 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 10,703 $ 1,837 $ 3,300 $ - $ 15,840 Accounts payable - 15,338 907 986 - 17,231 Amounts due to consolidated entities - 29,026 - 1,685 (30,711 ) - Other current liabilities - 55,116 5,806 3,273 - 64,195 Total current liabilities - 110,183 8,550 9,244 (30,711 ) 97,266 Debt - 918,607 230,556 55,366 - 1,204,529 Amounts due to consolidated entities 13,763 - - 32,819 (46,582 ) - Other noncurrent liabilities - 45,743 8,667 1,360 - 55,770 Total liabilities 13,763 1,074,533 247,773 98,789 (77,293 ) 1,357,565 Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) 111,313 127,701 (58,509 ) (2,892 ) (125,076 ) 52,537 Noncontrolling interest in a consolidated variable interest entity - - - 4,000 - 4,000 Total liabilities and stockholders' equity (deficit) $ 125,076 $ 1,202,234 $ 189,264 $ 99,897 $ (202,369 ) $ 1,414,102 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 759,694 $ 51,132 $ 85,551 $ - $ 896,377 Revenue between consolidated entities - 25,854 37,000 12,132 (74,986 ) - Net revenue - 785,548 88,132 97,683 (74,986 ) 896,377 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 233,530 24,601 44,130 (4 ) 302,257 Selling, general, and administrative expenses, excluding depreciation and amortization - 213,415 3,536 19,660 (4,131 ) 232,480 Local service agreement fees between consolidated entities - 44,997 9,780 16,074 (70,851 ) - Amortization of broadcast rights - 49,044 5,766 5,026 - 59,836 Amortization of intangible assets - 29,312 2,418 16,745 - 48,475 Depreciation - 41,833 2,435 2,954 - 47,222 Total operating expenses - 612,131 48,536 104,589 (74,986 ) 690,270 Income (loss) from operations - 173,417 39,596 (6,906 ) - 206,107 Interest expense, net - (69,649 ) (9,325 ) (1,546 ) - (80,520 ) Other expenses - (517 ) - - - (517 ) Equity in income of subsidiaries 59,256 - - - (59,256 ) - Income (loss) before income taxes 59,256 103,251 30,271 (8,452 ) (59,256 ) 125,070 Income tax (expense) benefit - (39,851 ) (12,172 ) 3,336 - (48,687 ) Net income (loss) 59,256 63,400 18,099 (5,116 ) (59,256 ) 76,383 Net loss attributable to noncontrolling interests - - - 1,301 - 1,301 Net income (loss) attributable to Nexstar $ 59,256 $ 63,400 $ 18,099 $ (3,815 ) $ (59,256 ) $ 77,684 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2014 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 572,368 $ 36,498 $ 22,445 $ - $ 631,311 Revenue between consolidated entities - 10,012 42,079 249 (52,340 ) - Net revenue - 582,380 78,577 22,694 (52,340 ) 631,311 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 157,988 18,135 11,309 - 187,432 Selling, general, and administrative expenses, excluding depreciation and amortization - 160,186 3,188 12,240 (185 ) 175,429 Local service agreement fees between consolidated entities - 42,079 9,780 296 (52,155 ) - Amortization of broadcast rights - 28,365 5,844 107 - 34,316 Amortization of intangible assets - 19,147 2,728 3,975 - 25,850 Depreciation - 30,897 2,760 1,390 - 35,047 Total operating expenses - 438,662 42,435 29,317 (52,340 ) 458,074 Income (loss) from operations - 143,718 36,142 (6,623 ) - 173,237 Interest expense, net - (51,804 ) (10,014 ) (141 ) - (61,959 ) Loss on extinguishment of debt - (50 ) (21 ) - - (71 ) Other expenses - (556 ) - - - (556 ) Equity in income of subsidiaries 23,225 - - - (23,225 ) - Income (loss) before income taxes 23,225 91,308 26,107 (6,764 ) (23,225 ) 110,651 Income tax (expense) benefit - (38,558 ) (10,023 ) 2,480 - (46,101 ) Net income (loss) $ 23,225 $ 52,750 $ 16,084 $ (4,284 ) $ (23,225 ) $ 64,550 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2013 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 463,817 $ 28,971 $ 9,542 $ - $ 502,330 Revenue between consolidated entities - 9,740 39,513 1,627 (50,880 ) - Net revenue - 473,557 68,484 11,169 (50,880 ) 502,330 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 131,991 14,550 1,170 - 147,711 Selling, general, and administrative expenses, excluding depreciation and amortization - 145,726 3,235 4,879 (1,627 ) 152,213 Local service agreement fees between consolidated entities - 39,513 9,740 - (49,253 ) - Amortization of broadcast rights - 29,405 6,034 - - 35,439 Amortization of intangible assets - 20,622 6,762 2,764 - 30,148 Depreciation - 29,684 3,535 359 - 33,578 Total operating expenses - 396,941 43,856 9,172 (50,880 ) 399,089 Income from operations - 76,616 24,628 1,997 - 103,241 Interest expense, net - (50,062 ) (16,181 ) - - (66,243 ) Loss on extinguishment of debt - (20,392 ) (14,332 ) - - (34,724 ) Other expenses - (1,157 ) (302 ) - - (1,459 ) Equity in income of subsidiaries 1,961 - - - (1,961 ) - Income (loss) before income taxes 1,961 5,005 (6,187 ) 1,997 (1,961 ) 815 Income tax (expense) benefit - (4,260 ) 2,441 (781 ) - (2,600 ) Net income (loss) $ 1,961 $ 745 $ (3,746 ) $ 1,216 $ (1,961 ) $ (1,785 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 163,476 $ 10,934 $ 22,856 $ - $ 197,266 Cash flows from investing activities: Purchases of property and equipment - (26,636 ) (258 ) (2,303 ) 176 (29,021 ) Deposits and payments for acquisitions - (510,701 ) - (8,548 ) 43,300 (475,949 ) Proceeds from sale of stations - 70,305 - - (43,300 ) 27,005 Other investing activities - 3,450 150 200 (176 ) 3,624 Net cash used in investing activities - (463,582 ) (108 ) (10,651 ) - (474,341 ) Cash flows from financing activities: Proceeds from long-term debt - 419,950 - 2,000 - 421,950 Repayments of long-term debt - (155,653 ) (7,337 ) (3,300 ) - (166,290 ) Common stock dividends paid (23,686 ) - - - - (23,686 ) Purchase of treasury stock (48,660 ) - - - - (48,660 ) Inter-company payments 68,989 (68,989 ) - - - - Other financing activities 3,357 1,818 (8 ) 98 - 5,265 Net cash provided by (used in) financing activities - 197,126 (7,345 ) (1,202 ) - 188,579 Net (decrease) increase in cash and cash equivalents - (102,980 ) 3,481 11,003 - (88,496 ) Cash and cash equivalents at beginning of period - 130,472 880 560 - 131,912 Cash and cash equivalents at end of period $ - $ 27,492 $ 4,361 $ 11,563 $ - $ 43,416 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 166,915 $ (1,928 ) $ 1,540 $ - $ 166,527 Cash flows from investing activities: Purchases of property and equipment - (18,826 ) (236 ) (1,327 ) - (20,389 ) Deposits and payments for acquisitions - (163,533 ) (3,200 ) (58,300 ) 15,300 (209,733 ) Proceeds from sale of a station - 15,300 - - (15,300 ) - Other investing activities - 89 - - - 89 Net cash used in investing activities - (166,970 ) (3,436 ) (59,627 ) - (230,033 ) Cash flows from financing activities: Proceeds from long-term debt - 171,925 5,500 59,850 - 237,275 Repayments of long-term debt - (68,849 ) (2,832 ) (750 ) - (72,431 ) Common stock dividends paid (18,445 ) - - - - (18,445 ) Inter-company payments 16,414 (16,414 ) - - - - Other financing activities 2,031 7,553 (140 ) (453 ) - 8,991 Net - 94,215 2,528 58,647 - 155,390 Net increase (decrease) in cash and cash equivalents - 94,160 (2,836 ) 560 - 91,884 Cash and cash equivalents at beginning of period - 36,312 3,716 - - 40,028 Cash and cash equivalents at end of period $ - $ 130,472 $ 880 $ 560 $ - $ 131,912 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2013 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 18,749 $ 4,428 $ 1,245 $ 2,917 $ 27,339 Cash flows from investing activities: Purchases of property and equipment - (17,545 ) (165 ) (1,245 ) - (18,955 ) Deposits and payments for acquisitions - (169,874 ) (59,508 ) - - (229,382 ) Other investing activities - 56 3,080 - (2,917 ) 219 Net cash used in investing activities - (187,363 ) (56,593 ) (1,245 ) (2,917 ) (248,118 ) Cash flows from financing activities: Proceeds from long-term debt - 459,563 195,000 - - 654,563 Repayments of long-term debt - (300,825 ) (138,010 ) - - (438,835 ) Common stock dividends paid (14,302 ) - - - - (14,302 ) Purchase of treasury stock (8,422 ) - - - - (8,422 ) Inter-company payments 15,765 (15,765 ) - - - - Other financing activities 6,959 (6,728 ) (1,427 ) - - (1,196 ) Net - 136,245 55,563 - - 191,808 Net (decrease) increase in cash and cash equivalents - (32,369 ) 3,398 - - (28,971 ) Cash and cash equivalents at beginning of period - 68,681 318 - - 68,999 Cash and cash equivalents at end of period $ - $ 36,312 $ 3,716 $ - $ - $ 40,028 |