Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NXST | |
Entity Registrant Name | NEXSTAR BROADCASTING GROUP INC | |
Entity Central Index Key | 1,142,417 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,687,604 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 27,182 | $ 43,416 | |
Accounts receivable, net of allowance for doubtful accounts of $5,812 and $5,369, respectively | 206,830 | 192,991 | |
Broadcast rights | 13,100 | 16,297 | |
Prepaid expenses and other current assets | 14,820 | 7,324 | |
Total current assets | 261,932 | 260,028 | |
Property and equipment, net | 283,863 | 266,583 | |
Goodwill | 459,960 | 451,662 | |
FCC licenses | 501,294 | 489,335 | |
Other intangible assets, net | 312,524 | 314,361 | |
Other noncurrent assets, net | 78,879 | 53,165 | |
Total assets | [1] | 1,898,452 | 1,835,134 |
Current liabilities: | |||
Current portion of debt | 26,109 | 22,139 | |
Current portion of broadcast rights payable | 14,294 | 17,510 | |
Accounts payable | 29,878 | 25,936 | |
Accrued expenses | 64,596 | 60,559 | |
Interest payable | 11,056 | 10,939 | |
Other current liabilities | 10,022 | 8,978 | |
Total current liabilities | 155,955 | 146,061 | |
Debt | 1,461,730 | 1,454,075 | |
Deferred tax liabilities | 102,935 | 101,764 | |
Other noncurrent liabilities | 39,724 | 46,861 | |
Total liabilities | [1] | 1,760,344 | 1,748,761 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2016 and December 31, 2015 | |||
Additional paid-in capital | 398,054 | 396,224 | |
Accumulated deficit | (221,864) | (268,120) | |
Treasury stock - at cost; 938,890 and 993,565 shares at June 30, 2016 and December 31, 2015, respectively | (44,814) | (47,746) | |
Total Nexstar Broadcasting Group, Inc. stockholders' equity | 131,692 | 80,674 | |
Noncontrolling interests in consolidated variable interest entities | 6,416 | 5,699 | |
Total stockholders' equity | 138,108 | 86,373 | |
Total liabilities and stockholders' equity | 1,898,452 | 1,835,134 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 316 | 316 | |
Total stockholders' equity | $ 316 | $ 316 | |
[1] | The consolidated total assets as of June 30, 2016 and December 31, 2015 include certain assets held by consolidated VIEs of $118.4 million and $119.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2016 and December 31, 2015 include certain liabilities of consolidated VIEs of $38.4 million and $40.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 5,812 | $ 5,369 |
Stockholders' equity: | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury Stock, Shares | 938,890 | 993,565 |
Consolidated VIEs [Member] | ||
ASSETS | ||
Consolidated VIEs, Assets | $ 118,406 | $ 119,909 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Consolidated VIEs, Liabilities | $ 38,422 | $ 40,715 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,621,369 | 31,621,369 |
Common stock, shares outstanding | 30,682,479 | 30,627,804 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class C Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues [Abstract] | ||||
Net revenue | $ 261,994 | $ 219,349 | $ 517,652 | $ 421,084 |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | 92,935 | 73,038 | 183,058 | 141,067 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 65,772 | 56,557 | 133,937 | 113,846 |
Amortization of broadcast rights | 15,222 | 14,673 | 30,026 | 29,254 |
Amortization of intangible assets | 11,319 | 11,237 | 23,398 | 24,297 |
Depreciation | 12,739 | 11,302 | 25,297 | 22,174 |
Total operating expenses | 197,987 | 166,807 | 395,716 | 330,638 |
Income from operations | 64,007 | 52,542 | 121,936 | 90,446 |
Interest expense, net | (20,577) | (20,391) | (41,231) | (39,684) |
Other expenses | (147) | (150) | (283) | (268) |
Income before income taxes | 43,283 | 32,001 | 80,422 | 50,494 |
Income tax expense | (18,484) | (12,101) | (33,349) | (18,682) |
Net income (loss) | 24,799 | 19,900 | 47,073 | 31,812 |
Net (income) loss attributable to noncontrolling interests | (270) | 421 | (817) | 1,416 |
Net income attributable to Nexstar Broadcasting Group, Inc. | $ 24,529 | $ 20,321 | $ 46,256 | $ 33,228 |
Net income per common share attributable to Nexstar Broadcasting Group, Inc.: | ||||
Basic | $ 0.80 | $ 0.65 | $ 1.51 | $ 1.06 |
Diluted | $ 0.78 | $ 0.63 | $ 1.46 | $ 1.03 |
Weighted average number of common shares outstanding: | ||||
Basic | 30,680 | 31,325 | 30,669 | 31,260 |
Diluted | 31,620 | 32,382 | 31,579 | 32,319 |
Dividends declared per common share | $ 0.24 | $ 0.19 | $ 0.48 | $ 0.38 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Class C Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Noncontrolling interest in a consolidated variable interest entity [Member] |
Balance at Dec. 31, 2015 | $ 86,373 | $ 316 | $ 396,224 | $ (268,120) | $ (47,746) | $ 5,699 | ||
Balance, Shares at Dec. 31, 2015 | 31,621,369 | 0 | 0 | |||||
Balance, Shares at Dec. 31, 2015 | (993,565) | (993,565) | ||||||
Stock-based compensation expense | $ 6,089 | 6,089 | ||||||
Vesting of restricted stock units and exercise of stock options | 213 | (2,719) | $ 2,932 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 54,675 | |||||||
Excess tax benefit from stock option exercises | 13,176 | 13,176 | ||||||
Common stock dividends declared | (14,716) | (14,716) | ||||||
Purchase of noncontrolling interests | (100) | (100) | ||||||
Net income | 47,073 | 46,256 | 817 | |||||
Balance at Jun. 30, 2016 | $ 138,108 | $ 316 | $ 398,054 | $ (221,864) | $ (44,814) | $ 6,416 | ||
Balance, Shares at Jun. 30, 2016 | 31,621,369 | 0 | 0 | |||||
Balance, Shares at Jun. 30, 2016 | (938,890) | (938,890) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
Cash flows from operating activities: | ||
Net income | $ 47,073 | $ 31,812 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for bad debt | 1,394 | 1,320 |
Amortization of broadcast rights, excluding barter | 11,857 | 10,357 |
Depreciation of property and equipment | 25,297 | 22,174 |
Amortization of intangible assets | 23,398 | 24,297 |
(Gain) loss on asset disposal, net | (269) | 927 |
Amortization of debt financing costs and debt discounts | 1,900 | 1,816 |
Stock-based compensation expense | 6,089 | 5,662 |
Deferred income taxes | 19,013 | 16,318 |
Payments for broadcast rights | (11,838) | (10,785) |
Deferred gain recognition | (218) | (219) |
Amortization of deferred representation fee incentive | (583) | (550) |
Non-cash representation contract termination fee | 1,516 | |
Excess tax benefit from stock option exercises | (13,176) | (7,814) |
Loss on change in the fair value of contingent consideration | 2,091 | |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | (14,415) | (7,214) |
Prepaid expenses and other current assets | (7,342) | 2,449 |
Other noncurrent assets | 174 | 119 |
Accounts payable and accrued expenses | 5,709 | (3,848) |
Taxes payable | 127 | (15,099) |
Interest payable | 117 | 7,146 |
Other noncurrent liabilities | (189) | 209 |
Net cash provided by operating activities | 96,209 | 80,593 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (15,035) | (13,373) |
Deposits and payments for acquisitions, net of cash acquired | (103,969) | (459,691) |
Proceeds from sale of a station | 26,805 | |
Proceeds from disposals of property and equipment | 335 | 2,139 |
Net cash used in investing activities | (118,669) | (444,120) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 58,000 | 411,950 |
Repayments of long-term debt | (48,076) | (147,828) |
Payments for debt financing costs | (100) | (3,225) |
Proceeds from exercise of stock options | 213 | 3,284 |
Excess tax benefit from stock option exercises | 13,176 | 7,814 |
Common stock dividends paid | (14,716) | (11,865) |
Purchase of noncontrolling interests | (100) | |
Contribution from a noncontrolling interest | 100 | |
Payments for capital lease obligations | (2,171) | (1,724) |
Net cash provided by financing activities | 6,226 | 258,506 |
Net decrease in cash and cash equivalents | (16,234) | (105,021) |
Cash and cash equivalents at beginning of period | 43,416 | 131,912 |
Cash and cash equivalents at end of period | 27,182 | 26,891 |
Supplemental information: | ||
Interest paid | 39,214 | 30,721 |
Income taxes paid, net of refunds | 23,682 | 17,642 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 2,161 | 1,362 |
Noncash purchases of property and equipment | 709 | $ 3,557 |
Accrued debt financing costs | $ 542 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations As of June 30, 2016, Nexstar Broadcasting Group, Inc. and its wholly-owned subsidiaries (“Nexstar”) owned, operated, programmed or provided sales and other services to 104 full power television stations, including those owned by variable interest entities (“VIEs”), in 62 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maryland, Michigan, Missouri, Montana, Nevada, New York, North Dakota, Pennsylvania, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, Nexstar provided sales, programming and other services to 30 full power television stations owned and/or operated by independent third parties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs The following are assets of consolidated VIEs that are not available to settle the obligations of Nexstar and liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, December 31, 2016 2015 Current assets $ 3,822 $ 2,910 Property and equipment, net 3,727 4,004 Goodwill 17,875 18,182 FCC licenses 73,561 74,312 Other intangible assets, net 19,234 20,112 Other noncurrent assets, net 187 389 Total assets 118,406 119,909 Current liabilities 12,648 14,288 Noncurrent liabilities 25,774 26,427 Total liabilities $ 38,422 $ 40,715 Liquidity 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. Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 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 (the “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 year ended December 31, 2015. The balance sheet as of December 31, 2015 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with the owner-operator of an entity. The term local service agreement generally refers 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. A local service agreement can be (1) a time brokerage agreement (“TBA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which 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 as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. As of January 1, 2016, the Company adopted ASU No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis Consolidated VIEs Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”), White Knight Broadcasting (“White Knight”) and Parker Broadcasting of Colorado, LLC (“Parker”) are consolidated by Nexstar because Nexstar is deemed under U.S. GAAP to have controlling financial interests in these entities for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under Mission’s and Marshall’s senior secured credit facilities (see Note 6), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission, White Knight and Parker, hiring and firing of sales force personnel and (4) purchase options granted by Mission and White Knight which permit Nexstar to acquire the assets and assume the liabilities of each Mission and White Knight station, subject to Federal Communications Commission (“FCC”) consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2016 with Mission, Marshall, Parker and White Knight: Service Agreements Owner Full Power Stations TBA Only Mission WFXP and KHMT Parker KFQX SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY Marshall KLJB, KPEJ and KMSS White Knight WVLA, KFXK, KSHV Nexstar’s ability to receive cash from Mission, Marshall, Parker and White Knight is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission, Marshall, Parker and White Knight maintain complete responsibility for and control over programming, finances, personnel and operation of their stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, 2016 2015 Current assets: Cash and cash equivalents $ 3,265 $ 6,137 Accounts receivable, net 19,528 16,400 Prepaid expenses and other current assets 2,777 3,460 Total current assets 25,570 25,997 Property and equipment, net 28,172 29,681 Goodwill 69,518 69,825 FCC licenses 73,561 74,312 Other intangible assets, net 55,166 58,053 Other noncurrent assets, net 17,965 22,572 Total assets $ 269,952 $ 280,440 Current liabilities: Current portion of debt $ 7,885 $ 6,985 Interest payable 27 28 Other current liabilities 12,648 14,288 Total current liabilities 20,560 21,301 Debt 272,313 276,131 Other noncurrent liabilities 25,774 26,427 Total liabilities $ 318,647 $ 323,859 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2017. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. In connection with the acquisition of four full power television stations from West Virginia Media Holdings, LLC (“WVMH”), Nexstar began providing programming and sales services to WVMH stations effective December 1, 2015. Pursuant to the terms of the TBA with WVMH, Nexstar will pay an aggregate base fee of $7.5 million in equal monthly payments from the effective date through the final closing of the proposed acquisition which Nexstar projects to occur at the end of 2016. In the event that the proposed acquisition is not consummated for reasons beyond the control of Nexstar and WVMH, the TBA will terminate no later than June 30, 2017. See Note 3 for additional information. Nexstar has determined that it has variable interests in WYZZ and the stations owned by WVMH. Nexstar has evaluated its arrangements with Cunningham and WVMH and has determined that it is not the primary beneficiary of the variable interests in these stations because it does not have the ultimate power to direct the activities that most significantly impact the stations’ economic performance, which we define as developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated these stations under authoritative guidance related to the consolidation of VIEs. Under the local service agreements for WYZZ and stations owned by WVMH, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ and WVMH agreements consists of the fees paid to Cunningham and WVMH. Additionally, Nexstar indemnifies the owners of WYZZ and WVMH from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the respective agreements. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. As of June 30, 2016 and December 31, 2015, Nexstar had balances in accounts payable of $0.4 million and $0.8 million, respectively, for fees under these arrangements and had receivables for advertising aired on these stations of $4.1 million and $1.0 million, respectively. Fees incurred under these arrangements of $1.9 million and $0.2 million for the three months ended June 30, 2016 and 2015, respectively, and $3.8 million and $0.3 million during each of the six months then ended, were included in direct operating expenses in the Condensed Consolidated Statements of Operations. Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights payable and accrued expenses approximate fair value due to their short-term nature. See Note 6 for fair value disclosures related to the Company’s debt. Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Weighted average shares outstanding - basic 30,680 31,325 30,669 31,260 Dilutive effect of equity incentive plan instruments 940 1,057 910 1,059 Weighted average shares outstanding - diluted 31,620 32,382 31,579 32,319 Stock options and restricted stock units to acquire a weighted average of 260,000 shares and 872,000 shares for the three months ended June 30, 2016 and 2015, respectively, and 590,000 shares and 958,000 shares during each of the respective six months then ended of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive. Income Taxes The Company expects to be able to utilize the excess tax benefits related to stock option exercises that occurred in 2013 during the 2016 tax year. This resulted in a recognition of $13.2 million of deferred tax assets through accumulated paid in capital during the six months ended June 30, 2016. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions WVMH On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of four CBS and NBC full power television stations from WVMH for $130.0 million in cash, subject to adjustments for working capital. The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the Wheeling, West Virginia-Steubenville, Ohio market and WVNS in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in the Clarksburg-Weston, West Virginia market is affiliated with NBC. The acquisition will allow Nexstar entrance into these markets. Nexstar began providing programming and sales services to these stations pursuant to TBAs effective December 1, 2015 which will terminate upon completion of the acquisition. If the purchase cannot be completed for reasons beyond the control of Nexstar and the seller, the TBA will terminate no later than June 30, 2017. As discussed in Note 2, Nexstar is not the primary beneficiary of the variable interests in WVMH’s stations. Therefore, Nexstar has not consolidated these stations under authoritative guidance related to the consolidation of VIEs. On January 4, 2016, Nexstar completed the first closing of the transaction and acquired the stations’ assets excluding certain transmission equipment, the FCC licenses and network affiliation agreements for $65.0 million, including a deposit paid upon signing the purchase agreement of $6.5 million, all funded through a combination of cash on hand and borrowings under Nexstar’s revolving credit facility (See Note 6). Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the first closing are as follows (in thousands): Accounts receivable $ 438 Prepaid expenses and other current assets 114 Property and equipment 18,362 Other intangible assets 3,402 Total assets acquired at first closing 22,316 Less: Accounts payable and accrued expenses (623 ) Less: Other noncurrent liabilities (307 ) Net assets acquired at first closing 21,386 Deposit on second closing 43,578 Total paid at first closing $ 64,964 Other intangible assets are amortized over an estimated weighted average useful life of three years. The proposed acquisition allows Nexstar to return the assets acquired in the first closing to WVMH if the second closing cannot be completed for reasons beyond the control of Nexstar and WVMH. Since not all assets needed to operate the stations were acquired in January 2016 and due to the possibility of termination of the TBA to utilize the remaining assets, the first closing does not represent an acquisition of a business. Thus, the excess of total payments in the first closing over the provisional fair values of the assets acquired and liabilities assumed was considered a deposit. The remaining purchase price of $65.0 million is expected to be funded through cash generated from operations prior to the second closing and borrowings under Nexstar’s senior secured credit facility which is projected to occur at the end of 2016. The acquisition is subject to FCC approval and other customary conditions. Transaction costs relating to this proposed acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the six months ended June 30, 2016. Reiten On February 1, 2016, Nexstar completed the acquisition of the assets of four full power television stations from Reiten Television, Inc. (“Reiten”) for $44.0 million in cash, funded by a combination of cash on hand and borrowings under Nexstar’s revolving credit facility (See Note 6). The purchase price includes a $2.2 million deposit paid by Nexstar upon signing the purchase agreement in September 2015. The stations, all affiliated with CBS at acquisition, are KXMA, KXMB, KXMC and KXMD in the Minot-Bismarck-Dickinson, North Dakota market. KXMA, KXMB and KXMD are satellite stations of KXMC. This acquisition allows Nexstar entrance into this market. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the six months ended June 30, 2016. Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Broadcast rights $ 13 Property and equipment 8,139 FCC licenses 9,779 Network affiliation agreements 16,084 Other intangible assets 2,072 Goodwill 7,931 Total assets acquired 44,018 Less: Broadcast rights payable (13 ) Less: Accounts payable and accrued expenses (8 ) Net assets acquired $ 43,997 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of two and a half years. The stations’ net revenue of $3.0 million and operating income of $0.4 million during the three months ended June 30, 2016 and net revenue of $5.5 million and operating income of $0.6 million from the date of acquisition to June 30, 2016 have been included in the accompanying Condensed Consolidated Statements of Operations. KCWI On March 14, 2016, Nexstar completed the acquisition of the assets of KCWI, the CW affiliate in the Des Moines-Ames, Iowa market, from Pappas Telecasting of Iowa, LLC (“Pappas”) for $3.9 million. A deposit of $0.2 million was paid upon signing the purchase agreement in October 2014. No significant transaction costs relating to this acquisition were incurred during the six months ended June 30, 2016. Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Accounts receivable $ 380 Broadcast rights 1,740 Prepaid expenses and other current assets 40 Property and equipment 1,076 FCC licenses 2,180 Other intangible assets 3 Goodwill 367 Total assets acquired 5,786 Less: Broadcast rights payable (1,886 ) Less: Accrued expenses (17 ) Net assets acquired $ 3,883 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. KCWI’s net revenue of $0.7 million and operating income of $0.5 million during the three months ended June 30, 2016 and net revenue of $0.8 million and operating income of $0.6 million from the date of acquisition to June 30, 2016 have been included in the accompanying Condensed Consolidated Statements of Operations. Kixer In October 2015, Lakana LLC, a wholly-owned subsidiary of Nexstar, acquired Kixer, Inc. (“Kixer”) from Centrility, LLC, Keith Bonnici and Know Media, LLC. In addition to the base purchase price that Nexstar paid in October 2015, the sellers could also receive up to $7.0 million in cash payments if certain revenue targets are met during the year 2016 (the “Earnout Payments”). The estimated fair value of the Earnout Payments was $5.1 million as of June 30, 2016 and $3.0 million as of December 31, 2015, included in accrued expenses in the Condensed Consolidated Balance Sheets. The increase in the accrual is attributable to periodic re-measurement of the estimated fair value which have been included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. Unaudited Pro Forma Information The acquisitions of four full power television stations from Reiten, KCWI from Pappas and Kixer from Centrility, LLC, Keith Bonnici and Know Media, LLC are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma information has not been provided for these acquisitions. Future Acquisition Media General On January 27, 2016, Nexstar entered into a definitive merger agreement with Media General, Inc. (“Media General”), whereby Nexstar will acquire the latter’s outstanding equity for $10.55 per share in cash and 0.1249 of a share of Nexstar’s Class A common stock for each Media General share. The terms of the agreement also include potential additional consideration to Media General shareholders in the form of a non-transferable contingent value right (“CVR”) for each Media General share entitling Media General shareholders to net cash proceeds, if any, from the sale of Media General’s spectrum in the FCC’s spectrum auction. Depending on the timing of the FCC auction, the CVR may be issued before or at the time of the merger. Each unvested Media General stock option outstanding prior to the completion of the merger will become fully vested and will be converted into an option to purchase Nexstar’s Class A common stock, pursuant to the terms of the merger agreement. Additionally, unless the CVR has been issued prior to the completion of the merger, the holders of Media General stock options will also be entitled to one CVR for each share subject to the Media General stock option immediately prior to the completion of the merger. All other equity-based awards of Media General that are outstanding prior to the merger will vest in full and will be converted into the right to receive the cash, stock and contingent consideration as described above, subject to the terms of the merger agreement. The total consideration for this proposed acquisition is approximately $2.2 billion in cash and stock, estimated based on Nexstar’s Class A common stock market price per share of $47.58 on June 30, 2016 and Media General’s diluted common shares outstanding, plus the potential CVR. It is estimated that the existing Nexstar shareholders will own approximately 66% and Media General shareholders will own approximately 34% of the combined company’s outstanding shares after closing. The transaction costs relating to this proposed acquisition, including legal and professional fees of $1.8 million and $6.2 million, were expensed as incurred during the three and six months ended June 30, 2016, respectively. The merger agreement contains certain termination rights for both Nexstar and Media General. If the merger agreement is terminated in connection with Media General entering into a definitive agreement for a superior proposal, as well as under certain other circumstances, the termination fee payable to Nexstar will be $80.0 million. The merger agreement also provides that Nexstar will be required to pay a termination fee to Media General of $80.0 million if the merger agreement is terminated under certain circumstances. Either party may terminate the merger agreement if the merger is not consummated on or before January 27, 2017, with an automatic extension to April 27, 2017, if necessary to obtain regulatory approval under circumstances specified in the merger agreement. Nexstar received committed financing up to a maximum of $4.7 billion from a group of commercial banks to provide the debt financing in the form of credit facilities and notes to consummate the merger and to refinance certain existing indebtedness of the Company and Media General. The debt refinancing will include the outstanding obligations under the Company’s term loans and revolving credit facilities. On July 27, 2016, Nexstar Escrow Corporation (“Nexstar Escrow”), a wholly-owned subsidiary of Nexstar, completed the sale and issuance of $900.0 million of 5.625% Senior Unsecured Notes due 2024 at par (the “5.625% Notes”). The proceeds, which were deposited into a segregated escrow account, are expected to be used to partially finance the merger and to refinance certain existing indebtedness of the Company and Media General at closing. See Note 6 for additional information with respect to these notes. On June 8, 2016, the merger was approved by the shareholders of both companies. The merger is subject to FCC and other regulatory approvals (including expiration of the applicable Hart-Scott-Rodino waiting period) and other customary closing conditions. In order to comply with the FCC’s local television ownership rule, to meet the U.S. television household national ownership cap and to obtain FCC and Department of Justice approval of the proposed merger, Nexstar entered into various definitive agreements in May and June 2016 to sell: (i) the assets of two television stations in two markets to Graham Media Group, Inc. for a total consideration of $120.0 million, plus working capital adjustments, (ii) the assets of two stations in one market to Bayou City Broadcasting Lafayette, Inc. for $40.0 million in cash, plus working capital adjustments, (iii) the assets of one station to Marquee Broadcasting, Inc. for $350 thousand in cash, (iv) the assets of two television stations in two markets to Gray Television Group, Inc. for $270.0 million in cash, plus working capital adjustments, (v) the assets of five stations in five markets to USA Television MidAmerican Holdings, LLC (an affiliate of MSouth Equity Partners and Heartland Media, LLC) for $115.0 million in cash, plus working capital adjustments, and (vi) certain assets of one station to Ramar Communications, Inc. for $2.5 million in cash, plus working capital adjustments. Six of the proposed station divestitures are currently owned by Nexstar and seven are currently owned by Media General. The proceeds are expected to be used to partially finance the merger and the refinancing of certain existing indebtedness of the Company and Media General at closing. Upon completion of the merger, the required divestitures and the debt refinancing, which are all expected to occur in the fourth quarter of 2016, the combined company will be named Nexstar Media Group, Inc. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2016 December 31, 2015 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 630,676 $ (350,875 ) $ 279,801 $ 614,592 $ (338,016 ) $ 276,576 Other definite-lived intangible assets 1-15 90,398 (57,675 ) 32,723 84,921 (47,136 ) 37,785 Other intangible assets $ 721,074 $ (408,550 ) $ 312,524 $ 699,513 $ (385,152 ) $ 314,361 The increases in network affiliation agreements and other definite-lived intangible assets relate to Nexstar’s acquisitions as discussed in Note 3. The following table presents the Company’s estimate of amortization expense for the remainder of 2016, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2016 (in thousands): Remainder of 2016 $ 22,061 2017 39,164 2018 28,688 2019 25,805 2020 22,318 2021 22,281 Thereafter 152,207 $ 312,524 The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2015 $ 497,653 $ (45,991 ) $ 451,662 $ 538,756 (49,421 ) $ 489,335 Acquisitions (See Note 3) 8,298 - 8,298 11,959 - 11,959 Balances as of June 30, 2016 $ 505,951 $ (45,991 ) $ 459,960 $ 550,715 $ (49,421 ) $ 501,294 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. During the six months ended June 30, 2016, the Company did not identify any events that would trigger impairment assessment. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2016 2015 Compensation and related taxes $ 13,627 $ 15,810 Network affiliation fees 31,740 22,324 Other 19,229 22,425 $ 64,596 $ 60,559 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Long-term debt consisted of the following (in thousands): June 30, December 31, 2016 2015 Term loans, net of financing costs and discount of $7,659 and $8,715, respectively $ 673,203 $ 682,223 Revolving loans 22,000 2,000 6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,767 and $5,223, respectively 520,233 519,777 6.125% Senior unsecured notes due 2022, net of financing costs of $2,597 and $2,786, respectively 272,403 272,214 1,487,839 1,476,214 Less: current portion (26,109 ) (22,139 ) $ 1,461,730 $ 1,454,075 2016 Transactions In January and February 2016, Nexstar borrowed a total of $58.0 million under its revolving credit facility to partially fund the Reiten and WVMH acquisitions discussed in Note 3. Through June 2016, Nexstar repaid $38.0 million outstanding principal balance under its revolving credit facility funded by cash on hand. Subsequent to June 30, 2016, Nexstar repaid a total of $16.0 million outstanding revolving loans, funded by cash on hand. Through June 2016, Nexstar, Mission and Marshall paid the contractual maturities under their senior secured credit facilities totaling $10.1 million. On July 27, 2016, Nexstar Escrow completed the issuance and sale of $900.0 million of 5.625% Notes at par. These notes will mature on August 1, 2024 and interest is payable semiannually in arrears on February 1 and August 1 of each year beginning on February 1, 2017. The gross proceeds of the 5.625% Notes, plus Nexstar’s pre-funding of $5.6 million interest through August 2016, were deposited into a segregated escrow account which cannot be utilized until certain conditions are satisfied. Among other things, such conditions include the consummation of the Nexstar and Media General merger and the assumption by Nexstar of all of the obligations of Nexstar Escrow under the 5.625% Notes, which are all expected to occur in the fourth quarter of 2016 (collectively, the “Escrow Release Conditions”). Following satisfaction of the Escrow Release Conditions, the proceeds from the 5.625% Notes will be used to partially finance the merger, to refinance certain existing indebtedness of the Company and Media General, to pay related fees and expenses and for general corporate purposes. If the merger is not consummated on or prior to April 27, 2017, or if the merger agreement is terminated, the 5.625% Notes are subject to a special mandatory redemption equal to the principal amount of the notes, plus accrued and unpaid interest, if any, from the issue date of the 5.625% Notes up to, but not including, the date of such special mandatory redemption. Prior to the consummation of the Nexstar and Media General merger, the 5.625% Notes will not be guaranteed, but will be secured by a first-priority security interest in the escrow account and all deposits and investment property therein. Following satisfaction of the Escrow Release Conditions, the 5.625% Notes will be senior unsecured obligations of Nexstar and will be guaranteed by Mission and certain of Nexstar’s and Mission’s future wholly-owned subsidiaries, subject to certain customary release provisions. The 5.625% Notes will be junior to the secured debt of the Company, including the Nexstar, Mission and Marshall senior secured credit facilities, to the extent of the value of the assets securing such debt. The 5.625% Notes will rank equal to Nexstar’s 6.875% senior unsecured notes due 2020 (the “6.875% Notes”) and 6.125% senior unsecured notes due 2022 (the “6.125% Notes”). Unused Commitments and Borrowing Availability The Company had $83.0 million of total unused revolving loan commitments under its amended senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of June 30, 2016. Subsequent to June 30, 2016, Nexstar repaid a total of $16.0 million outstanding revolving loans, funded by cash on hand. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2016, Nexstar was in compliance with its financial covenants. Collateralization and Guarantees of Debt The Company’s senior secured credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission and Marshall senior secured credit facilities in the event of their default. Similarly, Mission and Marshall are guarantors of the Nexstar senior secured credit facility. Mission is also a guarantor of Nexstar’s 6.875% Notes and 6.125% Notes. Fair Value of Debt The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 673,203 $ 676,009 $ 682,223 $ 678,045 Revolving loans (1) 22,000 21,757 2,000 1,961 6.875% Senior unsecured notes (2) 520,233 543,433 519,777 534,188 6.125% Senior unsecured notes (2) 272,403 277,750 272,214 269,500 (1) The fair value of senior secured credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
FCC Regulatory Matters
FCC Regulatory Matters | 6 Months Ended |
Jun. 30, 2016 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | 7. 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 to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general. The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operations, which must be completed within 51 months after the completion of the broadcast television incentive auction. Media Ownership The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.” In March 2014, the FCC initiated its 2014 quadrennial review with the adoption of a Further Notice of Proposed Rulemaking (“FNPRM”). The FNPRM solicited comment on proposed changes to the media ownership rules. The FNPRM also proposed to define a category of sharing agreements designated as SSAs between television stations, and to require television stations to disclose those SSAs. Comments and reply comments on the FNPRM were filed in the third quarter of 2014. On June 27, 2016, the Chairman of the FCC announced the circulation for full FCC vote of a decision in the 2014 quadrennial review. That decision, if adopted, would (1) retain the existing local television ownership rule and radio/television cross-ownership rule (with minor technical modifications to address the transition to digital television broadcasting), (2) extend the current ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retain the existing ban on newspaper/broadcast cross-ownership while considering waivers and providing an exception for failed or failing entities, (4) retain the existing dual network rule and (5) define a category of sharing agreements designated as SSAs between stations and require disclosure of those SSAs (while not considering them attributable). Concurrently with its adoption of the FNPRM, the FCC also adopted a rule making television JSAs attributable to the seller of advertising time in certain circumstances. Under this rule, where a party owns a full-power television station in a market and sells more than 15% of the weekly advertising time for another, non-owned station in the same market under a JSA, that party was deemed to have an attributable interest in the latter station for purposes of the local television ownership rule. Parties to newly attributable JSAs that did not comply with the local television ownership rule were given two years to modify or terminate their JSAs to come into compliance. However, subsequent federal legislation extended the JSA compliance deadline until September 30, 2025. Various parties, including Nexstar (and Mission, which intervened), appealed the television JSA attribution rule to the U.S. Court of Appeals for the D.C. Circuit, which in November 2015 transferred the case to the U.S. Court of Appeals for the Third Circuit. On May 25, 2016, the Third Circuit issued a decision that vacated the JSA attribution rule and remanded it to the FCC. The court determined that the FCC had violated the Communications Act by adopting the JSA attribution rule without determining, through the quadrennial review process, that the underlying local television ownership rule remains in the public interest. As a result, the FCC’s 2014 JSA attribution rule is not effective at this time, but the FCC has announced its intention to reimpose the rule as part of its pending quadrennial review of its media ownership rules. If Nexstar is required to modify or terminate its JSAs or other local service agreements, it could lose some or all of the revenues generated from those arrangements due to the reduction in audience reach to its advertisers and receipt of less revenues from them. Spectrum The FCC is seeking to make additional spectrum available to meet future wireless broadband needs. In February 2012, the U.S. Congress adopted legislation authorizing the FCC to conduct an incentive auction whereby television broadcasters could voluntarily relinquish their spectrum in exchange for consideration. The FCC has released various orders and public notices which set forth procedures that the FCC will follow in the incentive auction and the subsequent “repacking” of broadcast television spectrum, establish opening prices for television stations to relinquish their spectrum, and resolve various technical and other issues related to the incentive auction, the possible sharing of channels by television stations, and the repurposing of television spectrum for broadband use. The incentive auction commenced on March 29, 2016. Nexstar and certain of its local service agreement partners filed applications to participate in the incentive auction. The reallocation of television spectrum for wireless broadband use will require many television stations to change channel or otherwise modify their technical facilities. The reallocation of television spectrum to broadband use may be to the detriment of the Company’s investment in digital facilities, could require substantial additional investment to continue current operations, and may require viewers to invest in additional equipment or subscription services to continue receiving broadcast television signals. The Company cannot predict the results of television spectrum reallocation efforts or their impact to its business. Retransmission Consent On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking to reexamine its rules (i) governing the requirements for good faith negotiations between multichannel video program distributors (“MVPDs”) and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms for another station under a local service agreement; (ii) for providing advance notice to consumers in the event of dispute; and (iii) to extend certain cable-only obligations to all MVPDs. The FCC also asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations during a retransmission consent dispute. In March 2014, the FCC adopted a rule that prohibits joint retransmission consent negotiation between television stations in the same market which are not commonly owned and which are ranked among the top four stations in the market in terms of audience share. On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. This new rule requires Nexstar, Mission and other independent third parties with which Nexstar has local service agreements to separately negotiate retransmission consent agreements. The December 2014 legislation also directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.” The FCC commenced this proceeding in September 2015 and comments and reply comments have been submitted. In July 2016, the Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. Concurrently with its adoption of the prohibition on certain joint retransmission consent negotiations, the FCC also adopted a further notice of proposed rulemaking which seeks additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s prohibition on certain joint retransmission consent negotiations and its possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals, or the impact of these proposals or the FCC’s prohibition on certain joint negotiations, on its business. Further, certain online video distributors and other over-the-top video distributors (“OTTDs”) have begun streaming broadcast programming over the Internet. In June 2014, the U.S. Supreme Court held that an OTTD’s retransmissions of broadcast television signals without the consent of the broadcast station violate copyright holders’ exclusive right to perform their works publicly as provided under the Copyright Act. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OTTDs that make available for purchase multiple streams of video programming distributed at a prescheduled time, and seeking comment on the effects of applying MVPD rules to such OTTDs. Comments and reply comments were filed in the first and second quarters of 2015 and the Company cannot predict the outcome of the proceeding. However, if the FCC ultimately determines that an OTTD is not an MVPD, or declines to apply certain rules governing MVPDs to OTTDs, the Company’s business and results of operations could be materially and adversely affected. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Guarantees of Mission and Marshall Debt Nexstar guarantees full payment of all obligations incurred under Mission’s and Marshall’s senior secured credit facilities. In the event that Mission and/or Marshall are unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding. As of June 30, 2016, Mission had a maximum commitment of $235.1 million under its senior secured credit facility, of which $227.1 million in principal debt was outstanding, and Marshall had used all of its commitment and had outstanding principal debt obligations of $55.9 million. Indemnification Obligations In connection with certain agreements into which the Company enters 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 other 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. 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, results of operations or cash flows. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Data | 9. Segment Data The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States. The other activities of the Company include corporate functions, eliminations and other insignificant operations. Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2016 Broadcasting Other Consolidated Net revenue $ 246,404 $ 15,590 $ 261,994 Depreciation 11,172 1,567 12,739 Amortization of intangible assets 7,952 3,367 11,319 Income (loss) from operations 82,054 (18,047 ) 64,007 Three Months Ended June 30, 2015 Broadcasting Other Consolidated Net revenue $ 207,420 $ 11,929 $ 219,349 Depreciation 9,846 1,456 11,302 Amortization of intangible assets 8,426 2,811 11,237 Income (loss) from operations 66,007 (13,465 ) 52,542 Six Months Ended June 30, 2016 Broadcasting Other Consolidated Net revenue $ 487,492 $ 30,160 $ 517,652 Depreciation 22,159 3,138 25,297 Amortization of intangible assets 16,663 6,735 23,398 Income (loss) from operations 158,982 (37,046 ) 121,936 Six Months Ended June 30, 2015 Broadcasting Other Consolidated Net revenue $ 398,265 $ 22,819 $ 421,084 Depreciation 19,550 2,624 22,174 Amortization of intangible assets 19,314 4,983 24,297 Income (loss) from operations 118,681 (28,235 ) 90,446 As of June 30, 2016 Broadcasting Other Consolidated Goodwill $ 421,263 $ 38,697 $ 459,960 Assets 1,708,060 190,392 1,898,452 As of December 31, 2015 Broadcasting Other Consolidated Goodwill $ 412,965 $ 38,697 $ 451,662 Assets 1,660,737 174,397 1,835,134 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | 10. 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.” The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 6.875% Notes and the 6.125% Notes. 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 LLC, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2). Nexstar Broadcasting’s outstanding 6.875% Notes and 6.125% Notes 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 June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 16,286 $ 2,177 $ 8,719 $ - $ 27,182 Accounts receivable - 175,468 11,662 19,700 - 206,830 Amounts due from consolidated entities - 11,654 66,837 - (78,491 ) - Other current assets - 24,626 1,160 2,134 - 27,920 Total current assets - 228,034 81,836 30,553 (78,491 ) 261,932 Investments in subsidiaries 222,303 38,259 - - (260,562 ) - Amounts due from consolidated entities - 128,897 - - (128,897 ) - Property and equipment, net - 250,731 20,794 12,338 - 283,863 Goodwill - 351,745 32,489 75,726 - 459,960 FCC licenses - 427,733 41,563 31,998 - 501,294 Other intangible assets, net - 236,647 17,681 58,196 - 312,524 Other noncurrent assets - 60,864 16,733 1,282 - 78,879 Total assets $ 222,303 $ 1,722,910 $ 211,096 $ 210,093 $ (467,950 ) $ 1,898,452 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 18,224 $ 2,335 $ 5,550 $ - $ 26,109 Accounts payable - 24,077 14 5,787 - 29,878 Amounts due to consolidated entities - 61,307 - 17,184 (78,491 ) - Other current liabilities - 79,522 8,380 12,066 - 99,968 Total current liabilities - 183,130 10,729 40,587 (78,491 ) 155,955 Debt - 1,189,417 222,330 49,983 - 1,461,730 Amounts due to consolidated entities 58,547 - - 70,350 (128,897 ) - Other noncurrent liabilities - 115,746 10,101 16,812 - 142,659 Total liabilities 58,547 1,488,293 243,160 177,732 (207,388 ) 1,760,344 Total stockholders' equity (deficit) 163,756 234,617 (32,064 ) 25,945 (260,562 ) 131,692 Noncontrolling interests in consolidated variable interest entities - - - 6,416 - 6,416 Total liabilities and stockholders' equity (deficit) $ 222,303 $ 1,722,910 $ 211,096 $ 210,093 $ (467,950 ) $ 1,898,452 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 interest in a consolidated variable interest entity - - - 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 STATEMENT OF OPERATIONS Three Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 221,860 $ 15,085 $ 25,049 $ - $ 261,994 Revenue between consolidated entities - 8,567 9,625 2,863 (21,055 ) - Net revenue - 230,427 24,710 27,912 (21,055 ) 261,994 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 69,445 7,380 16,173 (63 ) 92,935 Selling, general, and administrative expenses, excluding depreciation and amortization - 60,513 847 5,599 (1,187 ) 65,772 Local service agreement fees between consolidated entities - 11,238 4,500 4,067 (19,805 ) - Amortization of broadcast rights - 13,005 1,389 828 - 15,222 Amortization of intangible assets - 6,549 606 4,164 - 11,319 Depreciation - 11,236 600 903 - 12,739 Total operating expenses - 171,986 15,322 31,734 (21,055 ) 197,987 Income (loss) from operations - 58,441 9,388 (3,822 ) - 64,007 Interest expense, net - (17,871 ) (2,309 ) (397 ) - (20,577 ) Other expenses - (147 ) - - - (147 ) Equity in income of subsidiaries 20,258 - - - (20,258 ) - Income (loss) before income taxes 20,258 40,423 7,079 (4,219 ) (20,258 ) 43,283 Income tax (expense) benefit - (16,188 ) (2,775 ) 479 - (18,484 ) Net income (loss) 20,258 24,235 4,304 (3,740 ) (20,258 ) 24,799 Net income attributable to noncontrolling interests - - - (270 ) - (270 ) Net income (loss) attributable to Nexstar $ 20,258 $ 24,235 $ 4,304 $ (4,010 ) $ (20,258 ) $ 24,529 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 186,821 $ 12,238 $ 20,290 $ - $ 219,349 Revenue between consolidated entities - 6,438 9,353 2,934 (18,725 ) - Net revenue - 193,259 21,591 23,224 (18,725 ) 219,349 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 56,168 5,468 11,402 - 73,038 Selling, general, and administrative expenses, excluding depreciation and amortization - 51,639 800 5,164 (1,046 ) 56,557 Local service agreement fees between consolidated entities - 11,240 2,445 3,994 (17,679 ) - Amortization of broadcast rights - 12,018 1,376 1,279 - 14,673 Amortization of intangible assets - 7,031 597 3,609 - 11,237 Depreciation - 9,972 610 720 - 11,302 Total operating expenses - 148,068 11,296 26,168 (18,725 ) 166,807 Income (loss) from operations - 45,191 10,295 (2,944 ) - 52,542 Interest expense, net - (17,690 ) (2,322 ) (379 ) - (20,391 ) Other expenses - (150 ) - - - (150 ) Equity in income of subsidiaries 15,476 - - - (15,476 ) - Income (loss) before income taxes 15,476 27,351 7,973 (3,323 ) (15,476 ) 32,001 Income tax (expense) benefit - (10,386 ) (3,070 ) 1,355 - (12,101 ) Net income (loss) 15,476 16,965 4,903 (1,968 ) (15,476 ) 19,900 Net loss attributable to noncontrolling interests - - - 421 - 421 Net income (loss) attributable to Nexstar $ 15,476 $ 16,965 $ 4,903 $ (1,547 ) $ (15,476 ) $ 20,321 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 437,436 $ 30,245 $ 49,971 $ - $ 517,652 Revenue between consolidated entities - 17,172 18,826 5,562 (41,560 ) - Net revenue - 454,608 49,071 55,533 (41,560 ) 517,652 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 137,981 14,867 30,283 (73 ) 183,058 Selling, general, and administrative expenses, excluding depreciation and amortization - 124,091 1,754 10,397 (2,305 ) 133,937 Local service agreement fees between consolidated entities - 22,010 9,000 8,172 (39,182 ) - Amortization of broadcast rights - 25,398 2,781 1,847 - 30,026 Amortization of intangible assets - 13,857 1,211 8,330 - 23,398 Depreciation - 22,420 1,207 1,670 - 25,297 Total operating expenses - 345,757 30,820 60,699 (41,560 ) 395,716 Income (loss) from operations - 108,851 18,251 (5,166 ) - 121,936 Interest expense, net - (35,811 ) (4,622 ) (798 ) - (41,231 ) Other expenses - (283 ) - - - (283 ) Equity in income of subsidiaries 37,973 - - - (37,973 ) - Income (loss) before income taxes 37,973 72,757 13,629 (5,964 ) (37,973 ) 80,422 Income tax (expense) benefit - (29,239 ) (5,283 ) 1,173 - (33,349 ) Net income (loss) 37,973 43,518 8,346 (4,791 ) (37,973 ) 47,073 Net income attributable to noncontrolling interests - - - (817 ) - (817 ) Net income (loss) attributable to Nexstar $ 37,973 $ 43,518 $ 8,346 $ (5,608 ) $ (37,973 ) $ 46,256 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 357,321 $ 24,348 $ 39,415 $ - $ 421,084 Revenue between consolidated entities - 12,907 17,907 5,715 (36,529 ) - Net revenue - 370,228 42,255 45,130 (36,529 ) 421,084 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 109,699 10,656 20,712 - 141,067 Selling, general, and administrative expenses, excluding depreciation and amortization - 104,474 1,662 9,611 (1,901 ) 113,846 Local service agreement fees between consolidated entities - 21,720 4,890 8,018 (34,628 ) - Amortization of broadcast rights - 23,680 2,844 2,730 - 29,254 Amortization of intangible assets - 15,587 1,207 7,503 - 24,297 Depreciation - 19,551 1,212 1,411 - 22,174 Total operating expenses - 294,711 22,471 49,985 (36,529 ) 330,638 Income (loss) from operations - 75,517 19,784 (4,855 ) - 90,446 Interest expense, net - (34,270 ) (4,638 ) (776 ) - (39,684 ) Other expenses - (268 ) - - - (268 ) Equity in income of subsidiaries 24,344 - - - (24,344 ) - Income (loss) before income taxes 24,344 40,979 15,146 (5,631 ) (24,344 ) 50,494 Income tax (expense) benefit - (14,939 ) (5,891 ) 2,148 - (18,682 ) Net income (loss) 24,344 26,040 9,255 (3,483 ) (24,344 ) 31,812 Net loss attributable to noncontrolling interests - - - 1,416 - 1,416 Net income (loss) attributable to Nexstar $ 24,344 $ 26,040 $ 9,255 $ (2,067 ) $ (24,344 ) $ 33,228 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 96,341 $ (907 ) $ 775 $ - $ 96,209 Cash flows from investing activities: Purchases of property and equipment - (13,406 ) (110 ) (1,519 ) - (15,035 ) Deposits and payments for acquisitions - (103,969 ) - - - (103,969 ) Other investing activities - 335 - - - 335 Net cash used in investing activities - (117,040 ) (110 ) (1,519 ) - (118,669 ) Cash flows from financing activities: Proceeds from long-term debt - 58,000 - - - 58,000 Repayments of long-term debt - (44,809 ) (1,167 ) (2,100 ) - (48,076 ) Common stock dividends paid (14,716 ) - - - - (14,716 ) Inter-company payments 14,503 (14,503 ) - - - - Excess tax benefit from stock option exercises - 13,176 - - - 13,176 Other financing activities 213 (2,371 ) - - - (2,158 ) Net cash provided by (used in) financing activities - 9,493 (1,167 ) (2,100 ) - 6,226 Net decrease in cash and cash equivalents - (11,206 ) (2,184 ) (2,844 ) - (16,234 ) Cash and cash equivalents at beginning of period - 27,492 4,361 11,563 - 43,416 Cash and cash equivalents at end of period $ - $ 16,286 $ 2,177 $ 8,719 $ - $ 27,182 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 68,199 $ 6,318 $ 6,076 $ - $ 80,593 Cash flows from investing activities: Purchases of property and equipment - (12,171 ) (36 ) (1,342 ) 176 (13,373 ) Deposits and payments for acquisitions - (502,912 ) - (79 ) 43,300 (459,691 ) Proceeds from sale of a station - 70,105 - - (43,300 ) 26,805 Other investing activities - 1,985 150 180 (176 ) 2,139 Net cash (used in) provided by investing activities - (442,993 ) 114 (1,241 ) - (444,120 ) Cash flows from financing activities: Proceeds from long-term debt - 409,950 - 2,000 - 411,950 Repayments of long-term debt - (139,910 ) (6,418 ) (1,500 ) - (147,828 ) Common stock dividends paid (11,865 ) - - - - (11,865 ) Inter-company payments 8,581 (8,581 ) - - - - Other financing activities 3,284 2,875 (8 ) 98 - 6,249 Net financing - 264,334 (6,426 ) 598 - 258,506 Net (decrease) increase in cash and cash equivalents - (110,460 ) 6 5,433 - (105,021 ) Cash and cash equivalents at beginning of period - 130,472 880 560 - 131,912 Cash and cash equivalents at end of period $ - $ 20,012 $ 886 $ 5,993 $ - $ 26,891 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On July 22, 2016, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.24 per share of its Class A common stock. The dividend is payable on August 26, 2016 to stockholders of record on August 12, 2016. On July 27, 2016, Nexstar Escrow completed the issuance and sale of $900.0 million of 5.625% Notes into a segregated escrow account as part of the financing for the Media General merger and refinancing of existing debt of the Company and Media General. See Note 6 for additional information. Subsequent to June 30, 2016, Nexstar repaid a total of $16.0 million outstanding revolving loans, funded by cash on hand. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs The following are assets of consolidated VIEs that are not available to settle the obligations of Nexstar and liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, December 31, 2016 2015 Current assets $ 3,822 $ 2,910 Property and equipment, net 3,727 4,004 Goodwill 17,875 18,182 FCC licenses 73,561 74,312 Other intangible assets, net 19,234 20,112 Other noncurrent assets, net 187 389 Total assets 118,406 119,909 Current liabilities 12,648 14,288 Noncurrent liabilities 25,774 26,427 Total liabilities $ 38,422 $ 40,715 |
Interim Financial Statements | Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2016 and for the three and six months ended June 30, 2016 and 2015 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 (the “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 year ended December 31, 2015. The balance sheet as of December 31, 2015 has been derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
Variable Interest Entities | Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with the owner-operator of an entity. The term local service agreement generally refers 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. A local service agreement can be (1) a time brokerage agreement (“TBA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which 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 as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. As of January 1, 2016, the Company adopted ASU No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis Consolidated VIEs Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”), White Knight Broadcasting (“White Knight”) and Parker Broadcasting of Colorado, LLC (“Parker”) are consolidated by Nexstar because Nexstar is deemed under U.S. GAAP to have controlling financial interests in these entities for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under Mission’s and Marshall’s senior secured credit facilities (see Note 6), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission, White Knight and Parker, hiring and firing of sales force personnel and (4) purchase options granted by Mission and White Knight which permit Nexstar to acquire the assets and assume the liabilities of each Mission and White Knight station, subject to Federal Communications Commission (“FCC”) consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2016 with Mission, Marshall, Parker and White Knight: Service Agreements Owner Full Power Stations TBA Only Mission WFXP and KHMT Parker KFQX SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY Marshall KLJB, KPEJ and KMSS White Knight WVLA, KFXK, KSHV Nexstar’s ability to receive cash from Mission, Marshall, Parker and White Knight is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission, Marshall, Parker and White Knight maintain complete responsibility for and control over programming, finances, personnel and operation of their stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, 2016 2015 Current assets: Cash and cash equivalents $ 3,265 $ 6,137 Accounts receivable, net 19,528 16,400 Prepaid expenses and other current assets 2,777 3,460 Total current assets 25,570 25,997 Property and equipment, net 28,172 29,681 Goodwill 69,518 69,825 FCC licenses 73,561 74,312 Other intangible assets, net 55,166 58,053 Other noncurrent assets, net 17,965 22,572 Total assets $ 269,952 $ 280,440 Current liabilities: Current portion of debt $ 7,885 $ 6,985 Interest payable 27 28 Other current liabilities 12,648 14,288 Total current liabilities 20,560 21,301 Debt 272,313 276,131 Other noncurrent liabilities 25,774 26,427 Total liabilities $ 318,647 $ 323,859 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2017. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. In connection with the acquisition of four full power television stations from West Virginia Media Holdings, LLC (“WVMH”), Nexstar began providing programming and sales services to WVMH stations effective December 1, 2015. Pursuant to the terms of the TBA with WVMH, Nexstar will pay an aggregate base fee of $7.5 million in equal monthly payments from the effective date through the final closing of the proposed acquisition which Nexstar projects to occur at the end of 2016. In the event that the proposed acquisition is not consummated for reasons beyond the control of Nexstar and WVMH, the TBA will terminate no later than June 30, 2017. See Note 3 for additional information. Nexstar has determined that it has variable interests in WYZZ and the stations owned by WVMH. Nexstar has evaluated its arrangements with Cunningham and WVMH and has determined that it is not the primary beneficiary of the variable interests in these stations because it does not have the ultimate power to direct the activities that most significantly impact the stations’ economic performance, which we define as developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated these stations under authoritative guidance related to the consolidation of VIEs. Under the local service agreements for WYZZ and stations owned by WVMH, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ and WVMH agreements consists of the fees paid to Cunningham and WVMH. Additionally, Nexstar indemnifies the owners of WYZZ and WVMH from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the respective agreements. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. As of June 30, 2016 and December 31, 2015, Nexstar had balances in accounts payable of $0.4 million and $0.8 million, respectively, for fees under these arrangements and had receivables for advertising aired on these stations of $4.1 million and $1.0 million, respectively. Fees incurred under these arrangements of $1.9 million and $0.2 million for the three months ended June 30, 2016 and 2015, respectively, and $3.8 million and $0.3 million during each of the six months then ended, were included in direct operating expenses in the Condensed Consolidated Statements of Operations. |
Financial Instruments | Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights payable and accrued expenses approximate fair value due to their short-term nature. See Note 6 for fair value disclosures related to the Company’s debt. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Weighted average shares outstanding - basic 30,680 31,325 30,669 31,260 Dilutive effect of equity incentive plan instruments 940 1,057 910 1,059 Weighted average shares outstanding - diluted 31,620 32,382 31,579 32,319 Stock options and restricted stock units to acquire a weighted average of 260,000 shares and 872,000 shares for the three months ended June 30, 2016 and 2015, respectively, and 590,000 shares and 958,000 shares during each of the respective six months then ended of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive. |
Income Taxes | Income Taxes The Company expects to be able to utilize the excess tax benefits related to stock option exercises that occurred in 2013 during the 2016 tax year. This resulted in a recognition of $13.2 million of deferred tax assets through accumulated paid in capital during the six months ended June 30, 2016. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, December 31, 2016 2015 Current assets: Cash and cash equivalents $ 3,265 $ 6,137 Accounts receivable, net 19,528 16,400 Prepaid expenses and other current assets 2,777 3,460 Total current assets 25,570 25,997 Property and equipment, net 28,172 29,681 Goodwill 69,518 69,825 FCC licenses 73,561 74,312 Other intangible assets, net 55,166 58,053 Other noncurrent assets, net 17,965 22,572 Total assets $ 269,952 $ 280,440 Current liabilities: Current portion of debt $ 7,885 $ 6,985 Interest payable 27 28 Other current liabilities 12,648 14,288 Total current liabilities 20,560 21,301 Debt 272,313 276,131 Other noncurrent liabilities 25,774 26,427 Total liabilities $ 318,647 $ 323,859 |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common stock were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Weighted average shares outstanding - basic 30,680 31,325 30,669 31,260 Dilutive effect of equity incentive plan instruments 940 1,057 910 1,059 Weighted average shares outstanding - diluted 31,620 32,382 31,579 32,319 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The following are assets of consolidated VIEs that are not available to settle the obligations of Nexstar and liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, December 31, 2016 2015 Current assets $ 3,822 $ 2,910 Property and equipment, net 3,727 4,004 Goodwill 17,875 18,182 FCC licenses 73,561 74,312 Other intangible assets, net 19,234 20,112 Other noncurrent assets, net 187 389 Total assets 118,406 119,909 Current liabilities 12,648 14,288 Noncurrent liabilities 25,774 26,427 Total liabilities $ 38,422 $ 40,715 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
WVMH [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the first closing are as follows (in thousands): Accounts receivable $ 438 Prepaid expenses and other current assets 114 Property and equipment 18,362 Other intangible assets 3,402 Total assets acquired at first closing 22,316 Less: Accounts payable and accrued expenses (623 ) Less: Other noncurrent liabilities (307 ) Net assets acquired at first closing 21,386 Deposit on second closing 43,578 Total paid at first closing $ 64,964 |
Reiten [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Broadcast rights $ 13 Property and equipment 8,139 FCC licenses 9,779 Network affiliation agreements 16,084 Other intangible assets 2,072 Goodwill 7,931 Total assets acquired 44,018 Less: Broadcast rights payable (13 ) Less: Accounts payable and accrued expenses (8 ) Net assets acquired $ 43,997 |
KCWI [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Accounts receivable $ 380 Broadcast rights 1,740 Prepaid expenses and other current assets 40 Property and equipment 1,076 FCC licenses 2,180 Other intangible assets 3 Goodwill 367 Total assets acquired 5,786 Less: Broadcast rights payable (1,886 ) Less: Accrued expenses (17 ) Net assets acquired $ 3,883 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2016 December 31, 2015 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 630,676 $ (350,875 ) $ 279,801 $ 614,592 $ (338,016 ) $ 276,576 Other definite-lived intangible assets 1-15 90,398 (57,675 ) 32,723 84,921 (47,136 ) 37,785 Other intangible assets $ 721,074 $ (408,550 ) $ 312,524 $ 699,513 $ (385,152 ) $ 314,361 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for the remainder of 2016, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2016 (in thousands): Remainder of 2016 $ 22,061 2017 39,164 2018 28,688 2019 25,805 2020 22,318 2021 22,281 Thereafter 152,207 $ 312,524 |
Goodwill and FCC Licenses | The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2015 $ 497,653 $ (45,991 ) $ 451,662 $ 538,756 (49,421 ) $ 489,335 Acquisitions (See Note 3) 8,298 - 8,298 11,959 - 11,959 Balances as of June 30, 2016 $ 505,951 $ (45,991 ) $ 459,960 $ 550,715 $ (49,421 ) $ 501,294 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2016 2015 Compensation and related taxes $ 13,627 $ 15,810 Network affiliation fees 31,740 22,324 Other 19,229 22,425 $ 64,596 $ 60,559 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (in thousands): June 30, December 31, 2016 2015 Term loans, net of financing costs and discount of $7,659 and $8,715, respectively $ 673,203 $ 682,223 Revolving loans 22,000 2,000 6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,767 and $5,223, respectively 520,233 519,777 6.125% Senior unsecured notes due 2022, net of financing costs of $2,597 and $2,786, respectively 272,403 272,214 1,487,839 1,476,214 Less: current portion (26,109 ) (22,139 ) $ 1,461,730 $ 1,454,075 |
Fair Value of Debt | The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands): June 30, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 673,203 $ 676,009 $ 682,223 $ 678,045 Revolving loans (1) 22,000 21,757 2,000 1,961 6.875% Senior unsecured notes (2) 520,233 543,433 519,777 534,188 6.125% Senior unsecured notes (2) 272,403 277,750 272,214 269,500 (1) The fair value of senior secured credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2016 Broadcasting Other Consolidated Net revenue $ 246,404 $ 15,590 $ 261,994 Depreciation 11,172 1,567 12,739 Amortization of intangible assets 7,952 3,367 11,319 Income (loss) from operations 82,054 (18,047 ) 64,007 Three Months Ended June 30, 2015 Broadcasting Other Consolidated Net revenue $ 207,420 $ 11,929 $ 219,349 Depreciation 9,846 1,456 11,302 Amortization of intangible assets 8,426 2,811 11,237 Income (loss) from operations 66,007 (13,465 ) 52,542 Six Months Ended June 30, 2016 Broadcasting Other Consolidated Net revenue $ 487,492 $ 30,160 $ 517,652 Depreciation 22,159 3,138 25,297 Amortization of intangible assets 16,663 6,735 23,398 Income (loss) from operations 158,982 (37,046 ) 121,936 Six Months Ended June 30, 2015 Broadcasting Other Consolidated Net revenue $ 398,265 $ 22,819 $ 421,084 Depreciation 19,550 2,624 22,174 Amortization of intangible assets 19,314 4,983 24,297 Income (loss) from operations 118,681 (28,235 ) 90,446 As of June 30, 2016 Broadcasting Other Consolidated Goodwill $ 421,263 $ 38,697 $ 459,960 Assets 1,708,060 190,392 1,898,452 As of December 31, 2015 Broadcasting Other Consolidated Goodwill $ 412,965 $ 38,697 $ 451,662 Assets 1,660,737 174,397 1,835,134 |
Condensed Consolidating Finan25
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 16,286 $ 2,177 $ 8,719 $ - $ 27,182 Accounts receivable - 175,468 11,662 19,700 - 206,830 Amounts due from consolidated entities - 11,654 66,837 - (78,491 ) - Other current assets - 24,626 1,160 2,134 - 27,920 Total current assets - 228,034 81,836 30,553 (78,491 ) 261,932 Investments in subsidiaries 222,303 38,259 - - (260,562 ) - Amounts due from consolidated entities - 128,897 - - (128,897 ) - Property and equipment, net - 250,731 20,794 12,338 - 283,863 Goodwill - 351,745 32,489 75,726 - 459,960 FCC licenses - 427,733 41,563 31,998 - 501,294 Other intangible assets, net - 236,647 17,681 58,196 - 312,524 Other noncurrent assets - 60,864 16,733 1,282 - 78,879 Total assets $ 222,303 $ 1,722,910 $ 211,096 $ 210,093 $ (467,950 ) $ 1,898,452 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 18,224 $ 2,335 $ 5,550 $ - $ 26,109 Accounts payable - 24,077 14 5,787 - 29,878 Amounts due to consolidated entities - 61,307 - 17,184 (78,491 ) - Other current liabilities - 79,522 8,380 12,066 - 99,968 Total current liabilities - 183,130 10,729 40,587 (78,491 ) 155,955 Debt - 1,189,417 222,330 49,983 - 1,461,730 Amounts due to consolidated entities 58,547 - - 70,350 (128,897 ) - Other noncurrent liabilities - 115,746 10,101 16,812 - 142,659 Total liabilities 58,547 1,488,293 243,160 177,732 (207,388 ) 1,760,344 Total stockholders' equity (deficit) 163,756 234,617 (32,064 ) 25,945 (260,562 ) 131,692 Noncontrolling interests in consolidated variable interest entities - - - 6,416 - 6,416 Total liabilities and stockholders' equity (deficit) $ 222,303 $ 1,722,910 $ 211,096 $ 210,093 $ (467,950 ) $ 1,898,452 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 interest in a consolidated variable interest entity - - - 5,699 - 5,699 Total liabilities and stockholders' equity (deficit) $ 184,332 $ 1,643,519 $ 202,326 $ 224,457 $ (419,500 ) $ 1,835,134 |
Schedule of Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 221,860 $ 15,085 $ 25,049 $ - $ 261,994 Revenue between consolidated entities - 8,567 9,625 2,863 (21,055 ) - Net revenue - 230,427 24,710 27,912 (21,055 ) 261,994 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 69,445 7,380 16,173 (63 ) 92,935 Selling, general, and administrative expenses, excluding depreciation and amortization - 60,513 847 5,599 (1,187 ) 65,772 Local service agreement fees between consolidated entities - 11,238 4,500 4,067 (19,805 ) - Amortization of broadcast rights - 13,005 1,389 828 - 15,222 Amortization of intangible assets - 6,549 606 4,164 - 11,319 Depreciation - 11,236 600 903 - 12,739 Total operating expenses - 171,986 15,322 31,734 (21,055 ) 197,987 Income (loss) from operations - 58,441 9,388 (3,822 ) - 64,007 Interest expense, net - (17,871 ) (2,309 ) (397 ) - (20,577 ) Other expenses - (147 ) - - - (147 ) Equity in income of subsidiaries 20,258 - - - (20,258 ) - Income (loss) before income taxes 20,258 40,423 7,079 (4,219 ) (20,258 ) 43,283 Income tax (expense) benefit - (16,188 ) (2,775 ) 479 - (18,484 ) Net income (loss) 20,258 24,235 4,304 (3,740 ) (20,258 ) 24,799 Net income attributable to noncontrolling interests - - - (270 ) - (270 ) Net income (loss) attributable to Nexstar $ 20,258 $ 24,235 $ 4,304 $ (4,010 ) $ (20,258 ) $ 24,529 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 186,821 $ 12,238 $ 20,290 $ - $ 219,349 Revenue between consolidated entities - 6,438 9,353 2,934 (18,725 ) - Net revenue - 193,259 21,591 23,224 (18,725 ) 219,349 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 56,168 5,468 11,402 - 73,038 Selling, general, and administrative expenses, excluding depreciation and amortization - 51,639 800 5,164 (1,046 ) 56,557 Local service agreement fees between consolidated entities - 11,240 2,445 3,994 (17,679 ) - Amortization of broadcast rights - 12,018 1,376 1,279 - 14,673 Amortization of intangible assets - 7,031 597 3,609 - 11,237 Depreciation - 9,972 610 720 - 11,302 Total operating expenses - 148,068 11,296 26,168 (18,725 ) 166,807 Income (loss) from operations - 45,191 10,295 (2,944 ) - 52,542 Interest expense, net - (17,690 ) (2,322 ) (379 ) - (20,391 ) Other expenses - (150 ) - - - (150 ) Equity in income of subsidiaries 15,476 - - - (15,476 ) - Income (loss) before income taxes 15,476 27,351 7,973 (3,323 ) (15,476 ) 32,001 Income tax (expense) benefit - (10,386 ) (3,070 ) 1,355 - (12,101 ) Net income (loss) 15,476 16,965 4,903 (1,968 ) (15,476 ) 19,900 Net loss attributable to noncontrolling interests - - - 421 - 421 Net income (loss) attributable to Nexstar $ 15,476 $ 16,965 $ 4,903 $ (1,547 ) $ (15,476 ) $ 20,321 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 437,436 $ 30,245 $ 49,971 $ - $ 517,652 Revenue between consolidated entities - 17,172 18,826 5,562 (41,560 ) - Net revenue - 454,608 49,071 55,533 (41,560 ) 517,652 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 137,981 14,867 30,283 (73 ) 183,058 Selling, general, and administrative expenses, excluding depreciation and amortization - 124,091 1,754 10,397 (2,305 ) 133,937 Local service agreement fees between consolidated entities - 22,010 9,000 8,172 (39,182 ) - Amortization of broadcast rights - 25,398 2,781 1,847 - 30,026 Amortization of intangible assets - 13,857 1,211 8,330 - 23,398 Depreciation - 22,420 1,207 1,670 - 25,297 Total operating expenses - 345,757 30,820 60,699 (41,560 ) 395,716 Income (loss) from operations - 108,851 18,251 (5,166 ) - 121,936 Interest expense, net - (35,811 ) (4,622 ) (798 ) - (41,231 ) Other expenses - (283 ) - - - (283 ) Equity in income of subsidiaries 37,973 - - - (37,973 ) - Income (loss) before income taxes 37,973 72,757 13,629 (5,964 ) (37,973 ) 80,422 Income tax (expense) benefit - (29,239 ) (5,283 ) 1,173 - (33,349 ) Net income (loss) 37,973 43,518 8,346 (4,791 ) (37,973 ) 47,073 Net income attributable to noncontrolling interests - - - (817 ) - (817 ) Net income (loss) attributable to Nexstar $ 37,973 $ 43,518 $ 8,346 $ (5,608 ) $ (37,973 ) $ 46,256 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 357,321 $ 24,348 $ 39,415 $ - $ 421,084 Revenue between consolidated entities - 12,907 17,907 5,715 (36,529 ) - Net revenue - 370,228 42,255 45,130 (36,529 ) 421,084 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 109,699 10,656 20,712 - 141,067 Selling, general, and administrative expenses, excluding depreciation and amortization - 104,474 1,662 9,611 (1,901 ) 113,846 Local service agreement fees between consolidated entities - 21,720 4,890 8,018 (34,628 ) - Amortization of broadcast rights - 23,680 2,844 2,730 - 29,254 Amortization of intangible assets - 15,587 1,207 7,503 - 24,297 Depreciation - 19,551 1,212 1,411 - 22,174 Total operating expenses - 294,711 22,471 49,985 (36,529 ) 330,638 Income (loss) from operations - 75,517 19,784 (4,855 ) - 90,446 Interest expense, net - (34,270 ) (4,638 ) (776 ) - (39,684 ) Other expenses - (268 ) - - - (268 ) Equity in income of subsidiaries 24,344 - - - (24,344 ) - Income (loss) before income taxes 24,344 40,979 15,146 (5,631 ) (24,344 ) 50,494 Income tax (expense) benefit - (14,939 ) (5,891 ) 2,148 - (18,682 ) Net income (loss) 24,344 26,040 9,255 (3,483 ) (24,344 ) 31,812 Net loss attributable to noncontrolling interests - - - 1,416 - 1,416 Net income (loss) attributable to Nexstar $ 24,344 $ 26,040 $ 9,255 $ (2,067 ) $ (24,344 ) $ 33,228 |
Schedule of Condensed Consolidating Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 96,341 $ (907 ) $ 775 $ - $ 96,209 Cash flows from investing activities: Purchases of property and equipment - (13,406 ) (110 ) (1,519 ) - (15,035 ) Deposits and payments for acquisitions - (103,969 ) - - - (103,969 ) Other investing activities - 335 - - - 335 Net cash used in investing activities - (117,040 ) (110 ) (1,519 ) - (118,669 ) Cash flows from financing activities: Proceeds from long-term debt - 58,000 - - - 58,000 Repayments of long-term debt - (44,809 ) (1,167 ) (2,100 ) - (48,076 ) Common stock dividends paid (14,716 ) - - - - (14,716 ) Inter-company payments 14,503 (14,503 ) - - - - Excess tax benefit from stock option exercises - 13,176 - - - 13,176 Other financing activities 213 (2,371 ) - - - (2,158 ) Net cash provided by (used in) financing activities - 9,493 (1,167 ) (2,100 ) - 6,226 Net decrease in cash and cash equivalents - (11,206 ) (2,184 ) (2,844 ) - (16,234 ) Cash and cash equivalents at beginning of period - 27,492 4,361 11,563 - 43,416 Cash and cash equivalents at end of period $ - $ 16,286 $ 2,177 $ 8,719 $ - $ 27,182 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 68,199 $ 6,318 $ 6,076 $ - $ 80,593 Cash flows from investing activities: Purchases of property and equipment - (12,171 ) (36 ) (1,342 ) 176 (13,373 ) Deposits and payments for acquisitions - (502,912 ) - (79 ) 43,300 (459,691 ) Proceeds from sale of a station - 70,105 - - (43,300 ) 26,805 Other investing activities - 1,985 150 180 (176 ) 2,139 Net cash (used in) provided by investing activities - (442,993 ) 114 (1,241 ) - (444,120 ) Cash flows from financing activities: Proceeds from long-term debt - 409,950 - 2,000 - 411,950 Repayments of long-term debt - (139,910 ) (6,418 ) (1,500 ) - (147,828 ) Common stock dividends paid (11,865 ) - - - - (11,865 ) Inter-company payments 8,581 (8,581 ) - - - - Other financing activities 3,284 2,875 (8 ) 98 - 6,249 Net financing - 264,334 (6,426 ) 598 - 258,506 Net (decrease) increase in cash and cash equivalents - (110,460 ) 6 5,433 - (105,021 ) Cash and cash equivalents at beginning of period - 130,472 880 560 - 131,912 Cash and cash equivalents at end of period $ - $ 20,012 $ 886 $ 5,993 $ - $ 26,891 |
Organization and Business Ope26
Organization and Business Operations (Details) | Jun. 30, 2016TelevisionStationMarket |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of full power television stations owned, operated, programmed or provided sales and other services | 104 |
Number of markets in which the Company's stations broadcast | Market | 62 |
Number of full power television stations owned or operated by independent third parties | 30 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||||
Cash and cash equivalents | $ 27,182 | $ 43,416 | $ 26,891 | $ 131,912 | |
Accounts receivable, net | 206,830 | 192,991 | |||
Prepaid expenses and other current assets | 14,820 | 7,324 | |||
Total current assets | 261,932 | 260,028 | |||
Property and equipment, net | 283,863 | 266,583 | |||
Goodwill | 459,960 | 451,662 | |||
FCC licenses | 501,294 | 489,335 | |||
Other intangible assets, net | 312,524 | 314,361 | |||
Other noncurrent assets, net | 78,879 | 53,165 | |||
Total assets | [1] | 1,898,452 | 1,835,134 | ||
Current liabilities: | |||||
Current portion of debt | 26,109 | 22,139 | |||
Interest payable | 11,056 | 10,939 | |||
Other current liabilities | 10,022 | 8,978 | |||
Total current liabilities | 155,955 | 146,061 | |||
Debt | 1,461,730 | 1,454,075 | |||
Other noncurrent liabilities | 39,724 | 46,861 | |||
Total liabilities | [1] | 1,760,344 | 1,748,761 | ||
Consolidated VIEs [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 118,406 | 119,909 | |||
Consolidated VIEs, Liabilities | 38,422 | 40,715 | |||
Current assets: | |||||
Cash and cash equivalents | 3,265 | 6,137 | |||
Accounts receivable, net | 19,528 | 16,400 | |||
Prepaid expenses and other current assets | 2,777 | 3,460 | |||
Total current assets | 25,570 | 25,997 | |||
Property and equipment, net | 28,172 | 29,681 | |||
Goodwill | 69,518 | 69,825 | |||
FCC licenses | 73,561 | 74,312 | |||
Other intangible assets, net | 55,166 | 58,053 | |||
Other noncurrent assets, net | 17,965 | 22,572 | |||
Total assets | 269,952 | 280,440 | |||
Current liabilities: | |||||
Current portion of debt | 7,885 | 6,985 | |||
Interest payable | 27 | 28 | |||
Other current liabilities | 12,648 | 14,288 | |||
Total current liabilities | 20,560 | 21,301 | |||
Debt | 272,313 | 276,131 | |||
Other noncurrent liabilities | 25,774 | 26,427 | |||
Total liabilities | 318,647 | 323,859 | |||
Consolidated VIEs [Member] | Current assets [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 3,822 | 2,910 | |||
Consolidated VIEs [Member] | Property and equipment, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 3,727 | 4,004 | |||
Consolidated VIEs [Member] | Goodwill [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 17,875 | 18,182 | |||
Consolidated VIEs [Member] | FCC licenses [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 73,561 | 74,312 | |||
Consolidated VIEs [Member] | Other intangible assets, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 19,234 | 20,112 | |||
Consolidated VIEs [Member] | Other noncurrent assets, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 187 | 389 | |||
Consolidated VIEs [Member] | Current liabilities [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Liabilities | 12,648 | 14,288 | |||
Consolidated VIEs [Member] | Noncurrent liabilities [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Liabilities | $ 25,774 | $ 26,427 | |||
[1] | The consolidated total assets as of June 30, 2016 and December 31, 2015 include certain assets held by consolidated VIEs of $118.4 million and $119.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2016 and December 31, 2015 include certain liabilities of consolidated VIEs of $38.4 million and $40.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Details) shares in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)TelevisionStationshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2016USD ($)TelevisionStationshares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | Dec. 01, 2015USD ($) | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 260 | 872 | 590 | 958 | ||
Excess tax benefit from stock option exercises | $ 13,176,000 | |||||
Additional Paid-In Capital [Member] | ||||||
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||||
Excess tax benefit from stock option exercises | 13,176,000 | |||||
Nonconsolidated VIEs [Member] | ||||||
Variable Interest Entity Nonconsolidated Carrying Amount Assets and Liabilities [Abstract] | ||||||
Accounts payable for fees | $ 400,000 | 400,000 | $ 800,000 | |||
Receivable for advertisements | 4,100,000 | 4,100,000 | $ 1,000,000 | |||
Payments made under outsourcing agreement | $ 1,900,000 | $ 200,000 | $ 3,800,000 | $ 300,000 | ||
WVMH [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | ||||||
Variable Interest Entity Nonconsolidated Carrying Amount Assets and Liabilities [Abstract] | ||||||
Number of stations proposed to acquire | TelevisionStation | 4 | 4 | ||||
Aggregate base fee | $ 7,500,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||
Weighted average shares outstanding - basic | 30,680 | 31,325 | 30,669 | 31,260 |
Dilutive effect of equity incentive plan instruments | 940 | 1,057 | 910 | 1,059 |
Weighted average shares outstanding - diluted | 31,620 | 32,382 | 31,579 | 32,319 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - WVMH - Additional Information (Details) - WVMH [Member] $ in Thousands | Jan. 04, 2016USD ($) | Nov. 16, 2015USD ($)TelevisionStation | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||
Number of television stations to be acquired | TelevisionStation | 4 | ||
Purchase price of entities to be acquired | $ 130,000 | ||
Cash paid in business acquisition | $ 64,964 | ||
Deposits and payments for acquisitions | $ 6,500 | ||
Remaining purchase price expected to be paid | $ 65,000 | ||
Acquisition related costs | $ 100 | ||
Other definite-lived intangible assets [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average estimated useful life of other intangible assets | 3 years |
Acquisitions and Dispositions31
Acquisitions and Dispositions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 04, 2016 | Jun. 30, 2016 | Mar. 14, 2016 | Jan. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 459,960 | $ 451,662 | |||
WVMH [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 438 | ||||
Prepaid expenses and other current assets | 114 | ||||
Property and equipment | 18,362 | ||||
Total assets acquired | 22,316 | ||||
Less: Accounts payable and accrued expenses | (623) | ||||
Less: Other noncurrent liabilities | (307) | ||||
Net assets acquired | 21,386 | ||||
Deposit on second closing | 43,578 | ||||
Cash paid in business acquisition | 64,964 | ||||
WVMH [Member] | Other definite-lived intangible assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 3,402 | ||||
Reiten [Member] | |||||
Business Acquisition [Line Items] | |||||
Broadcast rights | $ 13 | ||||
Property and equipment | 8,139 | ||||
FCC licenses | 9,779 | ||||
Goodwill | 7,931 | ||||
Total assets acquired | 44,018 | ||||
Less: Broadcast rights payable | (13) | ||||
Less: Accounts payable and accrued expenses | (8) | ||||
Net assets acquired | 43,997 | ||||
Reiten [Member] | Network affiliation agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 16,084 | ||||
Reiten [Member] | Other definite-lived intangible assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 2,072 | ||||
KCWI [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 380 | ||||
Broadcast rights | 1,740 | ||||
Prepaid expenses and other current assets | 40 | ||||
Property and equipment | 1,076 | ||||
FCC licenses | 2,180 | ||||
Goodwill | 367 | ||||
Total assets acquired | 5,786 | ||||
Less: Broadcast rights payable | (1,886) | ||||
Less: Accounts payable and accrued expenses | (17) | ||||
Net assets acquired | 3,883 | ||||
KCWI [Member] | Other definite-lived intangible assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 3 |
Acquisitions and Dispositions32
Acquisitions and Dispositions - Reiten - Additional Information (Details) $ in Thousands | Feb. 01, 2016USD ($)TelevisionStation | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||
Net revenue | $ 261,994 | $ 219,349 | $ 517,652 | $ 421,084 | ||||
Operating income (loss) | 64,007 | $ 52,542 | $ 121,936 | $ 90,446 | ||||
Network affiliation agreements [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Network affiliation agreements useful life | 15 years | 15 years | ||||||
Reiten [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Feb. 1, 2016 | |||||||
Number of television stations acquired | TelevisionStation | 4 | |||||||
Purchase price of entities acquired | $ 44,000 | |||||||
Deposit paid upon signing an agreement to acquire a business | $ 2,200 | |||||||
Acquisition related costs | $ 100 | |||||||
Net revenue | 3,000 | $ 5,500 | ||||||
Operating income (loss) | $ 400 | $ 600 | ||||||
Reiten [Member] | Network affiliation agreements [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Network affiliation agreements useful life | 15 years | |||||||
Reiten [Member] | Other definite-lived intangible assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average estimated useful life of other intangible assets | 2 years 6 months |
Acquisitions and Dispositions33
Acquisitions and Dispositions - KCWI - Additional Information (Details) - USD ($) | Mar. 14, 2016 | Oct. 24, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||||
Net revenue | $ 261,994,000 | $ 219,349,000 | $ 517,652,000 | $ 421,084,000 | |||
Operating income (loss) | 64,007,000 | $ 52,542,000 | 121,936,000 | $ 90,446,000 | |||
KCWI [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price of entities to be acquired | $ 3,900,000 | ||||||
Deposits and payments for acquisitions | $ 200,000 | ||||||
Acquisition related costs | $ 0 | ||||||
Acquisition date | Mar. 14, 2016 | ||||||
Net revenue | 700,000 | $ 800,000 | |||||
Operating income (loss) | $ 500,000 | $ 600,000 |
Acquisitions and Dispositions34
Acquisitions and Dispositions - Kixer - Additional Information (Details) - Kixer [Member] - USD ($) $ in Millions | Oct. 01, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Acquisition date | Oct. 1, 2015 | ||
Maximum earnout payment | $ 7 | ||
Fair value of earnout payment | $ 5.1 | $ 3 |
Acquisitions and Dispositions35
Acquisitions and Dispositions - Media General - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)TelevisionStation$ / shares | Jun. 30, 2016USD ($)TelevisionStation$ / shares | Jul. 27, 2016USD ($) | Jan. 27, 2016USD ($)$ / shares | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Subsequent Event [Member] | ||||
Business Acquisition [Line Items] | ||||
Debt instrument principal amount | $ 900,000,000 | |||
Interest rate | 5.625% | |||
Media General Future Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Outstanding equity acquired, price per share | $ / shares | $ 10.55 | |||
Purchase price of entities to be acquired | $ 2,200,000,000 | |||
Acquisition related costs | $ 1,800,000 | $ 6,200,000 | ||
Acquired ownership interests percentage | 66.00% | |||
Minority shareholders ownership interests percentage | 34.00% | |||
Termination fee receivable from Media General on superior proposal | $ 80,000,000 | |||
Termination fee payable by company under certain circumstances | 80,000,000 | |||
Maximum borrowing capacity | $ 4,700,000,000 | |||
Number of television stations owned by the acquiree to be sold | TelevisionStation | 7 | 7 | ||
Number of television stations owned by the acquirer to be sold | TelevisionStation | 6 | 6 | ||
Media General Future Acquisition [Member] | Future Sale to Graham Media Group, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 2 | 2 | ||
Selling price of entities to be sold | $ 120,000,000 | $ 120,000,000 | ||
Media General Future Acquisition [Member] | Future Sale to Bayou City Broadcasting Lafayette, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 2 | 2 | ||
Selling price of entities to be sold | $ 40,000,000 | $ 40,000,000 | ||
Media General Future Acquisition [Member] | Future Sale to Marquee Broadcasting, Inc.[Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 1 | 1 | ||
Selling price of entities to be sold | $ 350,000 | $ 350,000 | ||
Media General Future Acquisition [Member] | Future Sale to Gray Television Group, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 2 | 2 | ||
Selling price of entities to be sold | $ 270,000,000 | $ 270,000,000 | ||
Media General Future Acquisition [Member] | Future Sale to USA Television MidAmerican Holdings, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 5 | 5 | ||
Selling price of entities to be sold | $ 115,000,000 | $ 115,000,000 | ||
Media General Future Acquisition [Member] | Future Sale to Ramar Communications, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of television stations to be sold | TelevisionStation | 1 | 1 | ||
Selling price of entities to be sold | $ 2,500,000 | $ 2,500,000 | ||
Class A Common Stock [Member] | Media General Future Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares issued for each share outstanding | 0.1249 | |||
Common stock market , price per share | $ / shares | $ 47.58 | $ 47.58 |
Intangible Assets and Goodwil36
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 721,074 | $ 699,513 |
Accumulated Amortization | (408,550) | (385,152) |
Net | $ 312,524 | $ 314,361 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 630,676 | $ 614,592 |
Accumulated Amortization | (350,875) | (338,016) |
Net | 279,801 | 276,576 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 90,398 | 84,921 |
Accumulated Amortization | (57,675) | (47,136) |
Net | $ 32,723 | $ 37,785 |
Other definite-lived intangible assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 1 year | 1 year |
Other definite-lived intangible assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Intangible Assets and Goodwil37
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2016 | $ 22,061 | |
2,017 | 39,164 | |
2,018 | 28,688 | |
2,019 | 25,805 | |
2,020 | 22,318 | |
2,021 | 22,281 | |
Thereafter | 152,207 | |
Net | $ 312,524 | $ 314,361 |
Intangible Assets and Goodwil38
Intangible Assets and Goodwill - Goodwill and FCC Licenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 505,951 | $ 497,653 |
Goodwill, Accumulated Impairment | (45,991) | (45,991) |
Goodwill, Net | 459,960 | 451,662 |
Goodwill Acquisitions, Net | 8,298 | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 550,715 | 538,756 |
FCC Licenses, Accumulated Impairment | (49,421) | (49,421) |
FCC Licenses, Net | 501,294 | $ 489,335 |
FCC Licenses Acquisitions, Net | $ 11,959 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 13,627 | $ 15,810 |
Network affiliation fees | 31,740 | 22,324 |
Other | 19,229 | 22,425 |
Accrued expenses | $ 64,596 | $ 60,559 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Long term Debt [Abstract] | ||
Debt | $ 1,487,839 | $ 1,476,214 |
Less: current portion | (26,109) | (22,139) |
Debt, noncurrent | 1,461,730 | 1,454,075 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 673,203 | 682,223 |
Revolving loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 22,000 | 2,000 |
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 520,233 | 519,777 |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt | $ 272,403 | $ 272,214 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
6.875 % Due 2020 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 6.875% | |
6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 6.125% | |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 7,659 | $ 8,715 |
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 4,767 | $ 5,223 |
Interest rate | 6.875% | 6.875% |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 2,597 | $ 2,786 |
Interest rate | 6.125% | 6.125% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 27, 2016 | Aug. 09, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
6.875 % Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.875% | ||||
6.125% Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.125% | ||||
Revolving loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from long-term debt | $ 58,000,000 | ||||
Repayment of debt | $ 38,000,000 | ||||
Available borrowing capacity | 83,000,000 | ||||
Revolving loans [Member] | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of debt | $ 16,000,000 | ||||
Notes Payable to Banks [Member] | Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment of contractual maturities under senior secured credit facilities | $ 10,100,000 | ||||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Frequency of periodic interest payments | semiannually | ||||
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.875% | 6.875% | |||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.125% | 6.125% | |||
Senior Subordinated Notes [Member] | Subsequent Event [Member] | 5.625 % Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument principal amount | $ 900,000,000 | ||||
Interest rate | 5.625% | ||||
Maturity date | Aug. 1, 2024 | ||||
Prepaid interest | $ 5,600,000 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Notes Payable to Banks [Member] | Term Loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [1] | $ 673,203 | $ 682,223 |
Notes Payable to Banks [Member] | Term Loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [1] | 676,009 | 678,045 |
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [1] | 22,000 | 2,000 |
Revolving loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [1] | 21,757 | 1,961 |
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 520,233 | 519,777 |
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 543,433 | 534,188 |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 272,403 | 272,214 |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | $ 277,750 | $ 269,500 |
[1] | The fair value of senior secured credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. | ||
[2] | The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Jun. 30, 2016USD ($) |
Financial Guarantee of Mission Debt [Member] | |
Guarantees of Mission and Marshall Debt [Abstract] | |
Maximum commitment under senior secured credit facility | $ 235.1 |
Commitment under senior secured credit facility at carrying value | 227.1 |
Financial Guarantee of Marshall Debt [Member] | |
Guarantees of Mission and Marshall Debt [Abstract] | |
Commitment under senior secured credit facility at carrying value | $ 55.9 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 261,994 | $ 219,349 | $ 517,652 | $ 421,084 | ||
Depreciation | 12,739 | 11,302 | 25,297 | 22,174 | ||
Amortization of intangible assets | 11,319 | 11,237 | 23,398 | 24,297 | ||
Income (loss) from operations | 64,007 | 52,542 | 121,936 | 90,446 | ||
Goodwill | 459,960 | 459,960 | $ 451,662 | |||
Assets | [1] | 1,898,452 | 1,898,452 | 1,835,134 | ||
Broadcasting [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 246,404 | 207,420 | 487,492 | 398,265 | ||
Depreciation | 11,172 | 9,846 | 22,159 | 19,550 | ||
Amortization of intangible assets | 7,952 | 8,426 | 16,663 | 19,314 | ||
Income (loss) from operations | 82,054 | 66,007 | 158,982 | 118,681 | ||
Goodwill | 421,263 | 421,263 | 412,965 | |||
Assets | 1,708,060 | 1,708,060 | 1,660,737 | |||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 15,590 | 11,929 | 30,160 | 22,819 | ||
Depreciation | 1,567 | 1,456 | 3,138 | 2,624 | ||
Amortization of intangible assets | 3,367 | 2,811 | 6,735 | 4,983 | ||
Income (loss) from operations | (18,047) | $ (13,465) | (37,046) | $ (28,235) | ||
Goodwill | 38,697 | 38,697 | 38,697 | |||
Assets | $ 190,392 | $ 190,392 | $ 174,397 | |||
[1] | The consolidated total assets as of June 30, 2016 and December 31, 2015 include certain assets held by consolidated VIEs of $118.4 million and $119.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2016 and December 31, 2015 include certain liabilities of consolidated VIEs of $38.4 million and $40.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information |
Condensed Consolidating Finan46
Condensed Consolidating Financial Information - Additional Information (Details) | Jun. 30, 2016 |
6.875 % Due 2020 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 6.875% |
6.125% Due 2022 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 6.125% |
Condensed Consolidating Finan47
Condensed Consolidating Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||||
Cash and cash equivalents | $ 27,182 | $ 43,416 | $ 26,891 | $ 131,912 | |
Accounts receivable, net | 206,830 | 192,991 | |||
Other current assets | 27,920 | 23,621 | |||
Total current assets | 261,932 | 260,028 | |||
Property and equipment, net | 283,863 | 266,583 | |||
Goodwill | 459,960 | 451,662 | |||
FCC licenses | 501,294 | 489,335 | |||
Other intangible assets, net | 312,524 | 314,361 | |||
Other noncurrent assets | 78,879 | 53,165 | |||
Total assets | [1] | 1,898,452 | 1,835,134 | ||
Current liabilities: | |||||
Current portion of debt | 26,109 | 22,139 | |||
Accounts payable | 29,878 | 25,936 | |||
Other current liabilities | 99,968 | 97,986 | |||
Total current liabilities | 155,955 | 146,061 | |||
Debt | 1,461,730 | 1,454,075 | |||
Other noncurrent liabilities | 142,659 | 148,625 | |||
Total liabilities | [1] | 1,760,344 | 1,748,761 | ||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | 131,692 | 80,674 | |||
Noncontrolling interests in consolidated variable interest entities | 6,416 | 5,699 | |||
Total liabilities and stockholders' equity | 1,898,452 | 1,835,134 | |||
Eliminations [Member] | |||||
Current assets: | |||||
Amounts due from consolidated entities | (78,491) | (62,578) | |||
Total current assets | (78,491) | (62,578) | |||
Investments in subsidiaries | (260,562) | (223,263) | |||
Amounts due from consolidated entities | (128,897) | (133,659) | |||
Total assets | (467,950) | (419,500) | |||
Current liabilities: | |||||
Amounts due to consolidated entities | (78,491) | (62,578) | |||
Total current liabilities | (78,491) | (62,578) | |||
Amounts due to consolidated entities | (128,897) | (133,659) | |||
Total liabilities | (207,388) | (196,237) | |||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | (260,562) | (223,263) | |||
Total liabilities and stockholders' equity | (467,950) | (419,500) | |||
Nexstar [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Investments in subsidiaries | 222,303 | 184,332 | |||
Total assets | 222,303 | 184,332 | |||
Current liabilities: | |||||
Amounts due to consolidated entities | 58,547 | 63,309 | |||
Total liabilities | 58,547 | 63,309 | |||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | 163,756 | 121,023 | |||
Total liabilities and stockholders' equity | 222,303 | 184,332 | |||
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 16,286 | 27,492 | 20,012 | 130,472 | |
Accounts receivable, net | 175,468 | 163,008 | |||
Amounts due from consolidated entities | 11,654 | 10,600 | |||
Other current assets | 24,626 | 19,984 | |||
Total current assets | 228,034 | 221,084 | |||
Investments in subsidiaries | 38,259 | 38,931 | |||
Amounts due from consolidated entities | 128,897 | 133,659 | |||
Property and equipment, net | 250,731 | 232,206 | |||
Goodwill | 351,745 | 343,140 | |||
FCC licenses | 427,733 | 415,024 | |||
Other intangible assets, net | 236,647 | 228,936 | |||
Other noncurrent assets | 60,864 | 30,539 | |||
Total assets | 1,722,910 | 1,643,519 | |||
Current liabilities: | |||||
Current portion of debt | 18,224 | 15,154 | |||
Accounts payable | 24,077 | 14,705 | |||
Amounts due to consolidated entities | 61,307 | 47,700 | |||
Other current liabilities | 79,522 | 78,868 | |||
Total current liabilities | 183,130 | 156,427 | |||
Debt | 1,189,417 | 1,177,944 | |||
Other noncurrent liabilities | 115,746 | 118,048 | |||
Total liabilities | 1,488,293 | 1,452,419 | |||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | 234,617 | 191,100 | |||
Total liabilities and stockholders' equity | 1,722,910 | 1,643,519 | |||
Mission [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 2,177 | 4,361 | 886 | 880 | |
Accounts receivable, net | 11,662 | 9,370 | |||
Amounts due from consolidated entities | 66,837 | 51,978 | |||
Other current assets | 1,160 | 1,364 | |||
Total current assets | 81,836 | 67,073 | |||
Property and equipment, net | 20,794 | 21,891 | |||
Goodwill | 32,489 | 32,489 | |||
FCC licenses | 41,563 | 41,563 | |||
Other intangible assets, net | 17,681 | 18,892 | |||
Other noncurrent assets | 16,733 | 20,418 | |||
Total assets | 211,096 | 202,326 | |||
Current liabilities: | |||||
Current portion of debt | 2,335 | 2,335 | |||
Accounts payable | 14 | 906 | |||
Other current liabilities | 8,380 | 6,909 | |||
Total current liabilities | 10,729 | 10,150 | |||
Debt | 222,330 | 223,235 | |||
Other noncurrent liabilities | 10,101 | 9,351 | |||
Total liabilities | 243,160 | 242,736 | |||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | (32,064) | (40,410) | |||
Total liabilities and stockholders' equity | 211,096 | 202,326 | |||
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 8,719 | 11,563 | $ 5,993 | $ 560 | |
Accounts receivable, net | 19,700 | 20,613 | |||
Other current assets | 2,134 | 2,273 | |||
Total current assets | 30,553 | 34,449 | |||
Property and equipment, net | 12,338 | 12,486 | |||
Goodwill | 75,726 | 76,033 | |||
FCC licenses | 31,998 | 32,748 | |||
Other intangible assets, net | 58,196 | 66,533 | |||
Other noncurrent assets | 1,282 | 2,208 | |||
Total assets | 210,093 | 224,457 | |||
Current liabilities: | |||||
Current portion of debt | 5,550 | 4,650 | |||
Accounts payable | 5,787 | 10,325 | |||
Amounts due to consolidated entities | 17,184 | 14,878 | |||
Other current liabilities | 12,066 | 12,209 | |||
Total current liabilities | 40,587 | 42,062 | |||
Debt | 49,983 | 52,896 | |||
Amounts due to consolidated entities | 70,350 | 70,350 | |||
Other noncurrent liabilities | 16,812 | 21,226 | |||
Total liabilities | 177,732 | 186,534 | |||
Total Nexstar Broadcasting Group, Inc. stockholders' equity (deficit) | 25,945 | 32,224 | |||
Noncontrolling interests in consolidated variable interest entities | 6,416 | 5,699 | |||
Total liabilities and stockholders' equity | $ 210,093 | $ 224,457 | |||
[1] | The consolidated total assets as of June 30, 2016 and December 31, 2015 include certain assets held by consolidated VIEs of $118.4 million and $119.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2016 and December 31, 2015 include certain liabilities of consolidated VIEs of $38.4 million and $40.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information |
Condensed Consolidating Finan48
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue (including trade and barter) | $ 261,994 | $ 219,349 | $ 517,652 | $ 421,084 |
Net revenue | 261,994 | 219,349 | 517,652 | 421,084 |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | 92,935 | 73,038 | 183,058 | 141,067 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 65,772 | 56,557 | 133,937 | 113,846 |
Amortization of broadcast rights | 15,222 | 14,673 | 30,026 | 29,254 |
Amortization of intangible assets | 11,319 | 11,237 | 23,398 | 24,297 |
Depreciation | 12,739 | 11,302 | 25,297 | 22,174 |
Total operating expenses | 197,987 | 166,807 | 395,716 | 330,638 |
Income from operations | 64,007 | 52,542 | 121,936 | 90,446 |
Interest expense, net | (20,577) | (20,391) | (41,231) | (39,684) |
Other expenses | (147) | (150) | (283) | (268) |
Income before income taxes | 43,283 | 32,001 | 80,422 | 50,494 |
Income tax (expense) benefit | (18,484) | (12,101) | (33,349) | (18,682) |
Net income (loss) | 24,799 | 19,900 | 47,073 | 31,812 |
Net (income) loss attributable to noncontrolling interests | (270) | 421 | (817) | 1,416 |
Net income attributable to Nexstar Broadcasting Group, Inc. | 24,529 | 20,321 | 46,256 | 33,228 |
Eliminations [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenue between consolidated entities | (21,055) | (18,725) | (41,560) | (36,529) |
Net revenue | (21,055) | (18,725) | (41,560) | (36,529) |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | (63) | (73) | ||
Selling, general, and administrative expenses, excluding depreciation and amortization | (1,187) | (1,046) | (2,305) | (1,901) |
Local service agreement fees between consolidated entities | (19,805) | (17,679) | (39,182) | (34,628) |
Total operating expenses | (21,055) | (18,725) | (41,560) | (36,529) |
Equity in income of subsidiaries | (20,258) | (15,476) | (37,973) | (24,344) |
Income before income taxes | (20,258) | (15,476) | (37,973) | (24,344) |
Net income (loss) | (20,258) | (15,476) | (37,973) | (24,344) |
Net income attributable to Nexstar Broadcasting Group, Inc. | (20,258) | (15,476) | (37,973) | (24,344) |
Nexstar [Member] | Reportable Legal Entities [Member] | ||||
Operating expenses: | ||||
Equity in income of subsidiaries | 20,258 | 15,476 | 37,973 | 24,344 |
Income before income taxes | 20,258 | 15,476 | 37,973 | 24,344 |
Net income (loss) | 20,258 | 15,476 | 37,973 | 24,344 |
Net income attributable to Nexstar Broadcasting Group, Inc. | 20,258 | 15,476 | 37,973 | 24,344 |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue (including trade and barter) | 221,860 | 186,821 | 437,436 | 357,321 |
Revenue between consolidated entities | 8,567 | 6,438 | 17,172 | 12,907 |
Net revenue | 230,427 | 193,259 | 454,608 | 370,228 |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | 69,445 | 56,168 | 137,981 | 109,699 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 60,513 | 51,639 | 124,091 | 104,474 |
Local service agreement fees between consolidated entities | 11,238 | 11,240 | 22,010 | 21,720 |
Amortization of broadcast rights | 13,005 | 12,018 | 25,398 | 23,680 |
Amortization of intangible assets | 6,549 | 7,031 | 13,857 | 15,587 |
Depreciation | 11,236 | 9,972 | 22,420 | 19,551 |
Total operating expenses | 171,986 | 148,068 | 345,757 | 294,711 |
Income from operations | 58,441 | 45,191 | 108,851 | 75,517 |
Interest expense, net | (17,871) | (17,690) | (35,811) | (34,270) |
Other expenses | (147) | (150) | (283) | (268) |
Income before income taxes | 40,423 | 27,351 | 72,757 | 40,979 |
Income tax (expense) benefit | (16,188) | (10,386) | (29,239) | (14,939) |
Net income (loss) | 24,235 | 16,965 | 43,518 | 26,040 |
Net income attributable to Nexstar Broadcasting Group, Inc. | 24,235 | 16,965 | 43,518 | 26,040 |
Mission [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue (including trade and barter) | 15,085 | 12,238 | 30,245 | 24,348 |
Revenue between consolidated entities | 9,625 | 9,353 | 18,826 | 17,907 |
Net revenue | 24,710 | 21,591 | 49,071 | 42,255 |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | 7,380 | 5,468 | 14,867 | 10,656 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 847 | 800 | 1,754 | 1,662 |
Local service agreement fees between consolidated entities | 4,500 | 2,445 | 9,000 | 4,890 |
Amortization of broadcast rights | 1,389 | 1,376 | 2,781 | 2,844 |
Amortization of intangible assets | 606 | 597 | 1,211 | 1,207 |
Depreciation | 600 | 610 | 1,207 | 1,212 |
Total operating expenses | 15,322 | 11,296 | 30,820 | 22,471 |
Income from operations | 9,388 | 10,295 | 18,251 | 19,784 |
Interest expense, net | (2,309) | (2,322) | (4,622) | (4,638) |
Income before income taxes | 7,079 | 7,973 | 13,629 | 15,146 |
Income tax (expense) benefit | (2,775) | (3,070) | (5,283) | (5,891) |
Net income (loss) | 4,304 | 4,903 | 8,346 | 9,255 |
Net income attributable to Nexstar Broadcasting Group, Inc. | 4,304 | 4,903 | 8,346 | 9,255 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue (including trade and barter) | 25,049 | 20,290 | 49,971 | 39,415 |
Revenue between consolidated entities | 2,863 | 2,934 | 5,562 | 5,715 |
Net revenue | 27,912 | 23,224 | 55,533 | 45,130 |
Operating expenses: | ||||
Direct operating expenses, excluding depreciation and amortization | 16,173 | 11,402 | 30,283 | 20,712 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 5,599 | 5,164 | 10,397 | 9,611 |
Local service agreement fees between consolidated entities | 4,067 | 3,994 | 8,172 | 8,018 |
Amortization of broadcast rights | 828 | 1,279 | 1,847 | 2,730 |
Amortization of intangible assets | 4,164 | 3,609 | 8,330 | 7,503 |
Depreciation | 903 | 720 | 1,670 | 1,411 |
Total operating expenses | 31,734 | 26,168 | 60,699 | 49,985 |
Income from operations | (3,822) | (2,944) | (5,166) | (4,855) |
Interest expense, net | (397) | (379) | (798) | (776) |
Income before income taxes | (4,219) | (3,323) | (5,964) | (5,631) |
Income tax (expense) benefit | 479 | 1,355 | 1,173 | 2,148 |
Net income (loss) | (3,740) | (1,968) | (4,791) | (3,483) |
Net (income) loss attributable to noncontrolling interests | (270) | 421 | (817) | 1,416 |
Net income attributable to Nexstar Broadcasting Group, Inc. | $ (4,010) | $ (1,547) | $ (5,608) | $ (2,067) |
Condensed Consolidating Finan49
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | $ 96,209 | $ 80,593 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (15,035) | (13,373) |
Deposits and payments for acquisitions | (103,969) | (459,691) |
Proceeds from sale of a station | 26,805 | |
Other investing activities | 335 | 2,139 |
Net cash used in investing activities | (118,669) | (444,120) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 58,000 | 411,950 |
Repayments of long-term debt | (48,076) | (147,828) |
Common stock dividends paid | (14,716) | (11,865) |
Excess tax benefit from stock option exercises | 13,176 | 7,814 |
Other financing activities | (2,158) | 6,249 |
Net cash provided by financing activities | 6,226 | 258,506 |
Net decrease in cash and cash equivalents | (16,234) | (105,021) |
Cash and cash equivalents at beginning of period | 43,416 | 131,912 |
Cash and cash equivalents at end of period | 27,182 | 26,891 |
Eliminations [Member] | ||
Cash flows from investing activities: | ||
Purchases of property and equipment | 176 | |
Deposits and payments for acquisitions | 43,300 | |
Proceeds from sale of a station | (43,300) | |
Other investing activities | (176) | |
Nexstar [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities: | ||
Common stock dividends paid | (14,716) | (11,865) |
Inter-company payments | 14,503 | 8,581 |
Other financing activities | 213 | 3,284 |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | 96,341 | 68,199 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (13,406) | (12,171) |
Deposits and payments for acquisitions | (103,969) | (502,912) |
Proceeds from sale of a station | 70,105 | |
Other investing activities | 335 | 1,985 |
Net cash used in investing activities | (117,040) | (442,993) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 58,000 | 409,950 |
Repayments of long-term debt | (44,809) | (139,910) |
Inter-company payments | (14,503) | (8,581) |
Excess tax benefit from stock option exercises | 13,176 | |
Other financing activities | (2,371) | 2,875 |
Net cash provided by financing activities | 9,493 | 264,334 |
Net decrease in cash and cash equivalents | (11,206) | (110,460) |
Cash and cash equivalents at beginning of period | 27,492 | 130,472 |
Cash and cash equivalents at end of period | 16,286 | 20,012 |
Mission [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | (907) | 6,318 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (110) | (36) |
Other investing activities | 150 | |
Net cash used in investing activities | (110) | 114 |
Cash flows from financing activities: | ||
Repayments of long-term debt | (1,167) | (6,418) |
Other financing activities | (8) | |
Net cash provided by financing activities | (1,167) | (6,426) |
Net decrease in cash and cash equivalents | (2,184) | 6 |
Cash and cash equivalents at beginning of period | 4,361 | 880 |
Cash and cash equivalents at end of period | 2,177 | 886 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | 775 | 6,076 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,519) | (1,342) |
Deposits and payments for acquisitions | (79) | |
Other investing activities | 180 | |
Net cash used in investing activities | (1,519) | (1,241) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 2,000 | |
Repayments of long-term debt | (2,100) | (1,500) |
Other financing activities | 98 | |
Net cash provided by financing activities | (2,100) | 598 |
Net decrease in cash and cash equivalents | (2,844) | 5,433 |
Cash and cash equivalents at beginning of period | 11,563 | 560 |
Cash and cash equivalents at end of period | $ 8,719 | $ 5,993 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 22, 2016 | Aug. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 27, 2016 |
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.24 | $ 0.19 | $ 0.48 | $ 0.38 | |||
Revolving loans [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debt | $ 38,000,000 | ||||||
Subsequent Event [Member] | Revolving loans [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debt | $ 16,000,000 | ||||||
Subsequent Event [Member] | 5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument principal amount | $ 900,000,000 | ||||||
Interest rate | 5.625% | ||||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.24 | ||||||
Dividends, date declared | Jul. 22, 2016 | ||||||
Dividends, date payable | Aug. 26, 2016 | ||||||
Dividends, date of record | Aug. 12, 2016 |