Condensed Consolidating Financial Information | 14. 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 5.625% Notes, the 6.125% Notes and the 5.875% 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 Nexstar Digital LLC, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2). Nexstar Broadcasting’s outstanding 5.625% 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. Nexstar Broadcasting’s outstanding 5.875% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar, subject to certain customary release provisions. These notes are not guaranteed by any other entities. The 5.875% Notes are the only registered debt of Nexstar. However, the indentures governing the 5.625% Notes and the 6.125% Notes also require consolidating information that presents the guarantor information. As discussed in Notes 2 and 3, Nexstar Broadcasting completed its acquisition of certain television stations from WVMH in January 2017. Additionally, Mission completed its acquisition of Parker, the owner of KFQX, in March 2017. These acquisitions were deemed to be changes in the reporting entities, thus the following condensed consolidating financial information were prepared as if Nexstar Broadcasting owned and operated the WVMH stations and Mission owned and operated Parker as of the earliest period presented. CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 67,795 $ 5,909 $ 12,198 $ - $ 85,902 Accounts receivable - 433,461 12,789 56,869 - 503,119 Amounts due from consolidated entities - 203,804 102,431 - (306,235 ) - Spectrum auction asset - 432,777 - 26,227 - 459,004 Other current assets - 23,328 1,477 5,685 - 30,490 Total current assets - 1,161,165 122,606 100,979 (306,235 ) 1,078,515 Investments in subsidiaries 182,349 127,093 - - (309,442 ) - Amounts due from consolidated entities 1,021,003 - - - (1,021,003 ) - Property and equipment, net - 700,692 18,571 19,539 (75 ) 738,727 Goodwill - 1,827,730 33,187 284,951 - 2,145,868 FCC licenses - 1,654,030 43,102 134,209 - 1,831,341 Other intangible assets, net - 1,457,117 16,989 131,919 - 1,606,025 Other noncurrent assets - 61,427 2,945 4,769 - 69,141 Total assets $ 1,203,352 $ 6,989,254 $ 237,400 $ 676,366 $ (1,636,755 ) $ 7,469,617 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ - $ 2,320 $ 55,540 $ - $ 57,860 Accounts payable - 22,918 1,110 3,904 - 27,932 Amounts due to consolidated entities - - - 306,235 (306,235 ) - Other current liabilities - 673,636 13,540 21,480 - 708,656 Total current liabilities - 696,554 16,970 387,159 (306,235 ) 794,448 Debt - 4,130,886 224,459 22,325 - 4,377,670 Amounts due to consolidated entities - 765,150 - 256,063 (1,021,213 ) - Deferred tax liabilities - 862,812 - 23,832 - 886,644 Other noncurrent liabilities - 189,836 9,358 8,115 - 207,309 Total liabilities - 6,645,238 250,787 697,494 (1,327,448 ) 6,266,071 Total stockholders' equity (deficit) 1,203,352 344,016 (13,387 ) (34,362 ) (309,307 ) 1,190,312 Noncontrolling interests in consolidated variable interest entities - - - 13,234 - 13,234 Total liabilities and stockholders' equity (deficit) $ 1,203,352 $ 6,989,254 $ 237,400 $ 676,366 $ (1,636,755 ) $ 7,469,617 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 75,830 $ 6,478 $ 5,372 $ - $ 87,680 Accounts receivable - 184,921 12,332 20,805 - 218,058 Amounts due from consolidated entities - 5,623 80,815 - (86,438 ) - Other current assets - 53,762 1,337 2,380 - 57,479 Total current assets - 320,136 100,962 28,557 (86,438 ) 363,217 Investments in subsidiaries 256,391 38,259 - - (294,650 ) - Amounts due from consolidated entities - 66,170 - - (66,170 ) - Property and equipment, net - 244,623 19,564 12,041 (75 ) 276,153 Goodwill - 380,164 33,187 59,953 - 473,304 FCC licenses - 468,963 43,102 30,459 - 542,524 Other intangible assets, net - 258,502 17,922 48,313 - 324,737 Restricted cash - 901,080 - - - 901,080 Other noncurrent assets - 72,070 11,144 1,856 - 85,070 Total assets $ 256,391 $ 2,749,967 $ 225,881 $ 181,179 $ (447,333 ) $ 2,966,085 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 19,759 $ 2,334 $ 6,000 $ - $ 28,093 Accounts payable - 16,234 524 2,996 - 19,754 Amounts due to consolidated entities - - - 86,438 (86,438 ) - Other current liabilities - 118,049 9,017 14,665 - 141,731 Total current liabilities - 154,042 11,875 110,099 (86,438 ) 189,578 Debt - 2,045,827 221,431 47,068 - 2,314,326 Amounts due to consolidated entities 66,380 - - - (66,380 ) - Deferred tax liabilities - 118,155 - 13,853 - 132,008 Other noncurrent liabilities - 33,959 9,832 2,028 - 45,819 Total liabilities 66,380 2,351,983 243,138 173,048 (152,818 ) 2,681,731 Total Nexstar Media Group, Inc. stockholders' equity (deficit) 190,011 289,290 (21,257 ) 5,612 (294,515 ) 169,141 Noncontrolling interest in a consolidated variable interest entity - 108,694 4,000 2,519 - 115,213 Total liabilities and stockholders' equity (deficit) $ 256,391 $ 2,749,967 $ 225,881 $ 181,179 $ (447,333 ) $ 2,966,085 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 544,266 $ 17,555 $ 64,294 $ - $ 626,115 Revenue between consolidated entities - 18,656 9,400 6,438 (34,494 ) - Net revenue - 562,922 26,955 70,732 (34,494 ) 626,115 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 200,039 8,892 44,705 (1,026 ) 252,610 Selling, general, and administrative expenses, excluding depreciation and amortization - 139,477 877 11,351 (7,420 ) 144,285 Local service agreement fees between consolidated entities - 15,577 4,500 5,971 (26,048 ) - Amortization of broadcast rights - 22,723 1,414 1,549 - 25,686 Amortization of intangible assets - 33,146 638 4,773 - 38,557 Depreciation - 24,120 587 1,585 - 26,292 Total operating expenses - 435,082 16,908 69,934 (34,494 ) 487,430 Income from operations - 127,840 10,047 798 - 138,685 Interest expense, net - (51,760 ) (2,556 ) (1,369 ) - (55,685 ) Loss on extinguishment of debt - (1,323 ) - - - (1,323 ) Other (expenses) income - (1,331 ) - 431 - (900 ) Equity in income of subsidiaries 39,434 - - - (39,434 ) - Income before income taxes 39,434 73,426 7,491 (140 ) (39,434 ) 80,777 Income tax (expense) benefit - (28,850 ) (2,917 ) (555 ) - (32,322 ) Net income 39,434 44,576 4,574 (695 ) (39,434 ) 48,455 Net income attributable to noncontrolling interests - - - (4,463 ) - (4,463 ) Net income (loss) attributable to Nexstar $ 39,434 $ 44,576 $ 4,574 $ (5,158 ) $ (39,434 ) $ 43,992 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 9,659 2,829 (21,055 ) - Net revenue - 230,427 24,744 27,878 (21,055 ) 261,994 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 69,445 7,400 16,153 (63 ) 92,935 Selling, general, and administrative expenses, excluding depreciation and amortization - 60,513 861 5,585 (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 - 6,549 637 4,133 - 11,319 Depreciation - 11,236 600 903 - 12,739 Total operating expenses - 171,986 15,387 31,669 (21,055 ) 197,987 Income (loss) from operations - 58,441 9,357 (3,791 ) - 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 7,048 (4,188 ) (20,258 ) 43,283 Income tax (expense) benefit - (16,188 ) (2,775 ) 479 - (18,484 ) Net income (loss) 20,258 24,235 4,273 (3,709 ) (20,258 ) 24,799 Net income attributable to noncontrolling interests - - - (270 ) - (270 ) Net income (loss) attributable to Nexstar $ 20,258 $ 24,235 $ 4,273 $ (3,979 ) $ (20,258 ) $ 24,529 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,018,412 $ 35,463 $ 112,557 $ - $ 1,166,432 Revenue between consolidated entities - 32,726 18,222 4,615 (55,563 ) - Net revenue - 1,051,138 53,685 117,172 (55,563 ) 1,166,432 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 378,796 17,912 75,696 (1,065 ) 471,339 Selling, general, and administrative expenses, excluding depreciation and amortization - 303,322 1,850 23,001 (9,586 ) 318,587 Local service agreement fees between consolidated entities - 25,783 9,000 10,129 (44,912 ) - Amortization of broadcast rights - 44,184 2,812 3,157 - 50,153 Amortization of intangible assets - 74,512 1,274 10,929 - 86,715 Depreciation - 44,190 1,175 3,153 - 48,518 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 813,071 34,023 126,065 (55,563 ) 917,596 Income (loss) from operations - 238,067 19,662 (8,893 ) - 248,836 Interest expense, net - (127,340 ) (5,206 ) (2,376 ) - (134,922 ) Loss on extinguishment of debt - (30,768 ) (2,133 ) (226 ) - (33,127 ) Other expenses - (1,007 ) - - - (1,007 ) Equity in income of subsidiaries 42,558 - - - (42,558 ) - Income (loss) before income taxes 42,558 78,952 12,323 (11,495 ) (42,558 ) 79,780 Income tax (expense) benefit - (24,989 ) (4,798 ) 3,406 - (26,381 ) Net income (loss) 42,558 53,963 7,525 (8,089 ) (42,558 ) 53,399 Net income attributable to noncontrolling interests - - - (3,358 ) - (3,358 ) Net income (loss) attributable to Nexstar $ 42,558 $ 53,963 $ 7,525 $ (11,447 ) $ (42,558 ) $ 50,041 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 18,894 5,494 (41,560 ) - Net revenue - 454,608 49,139 55,465 (41,560 ) 517,652 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 137,981 14,906 30,244 (73 ) 183,058 Selling, general, and administrative expenses, excluding depreciation and amortization - 124,091 1,783 10,368 (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 1,272 8,269 - 23,398 Depreciation - 22,420 1,207 1,670 - 25,297 Total operating expenses - 345,757 30,949 60,570 (41,560 ) 395,716 Income (loss) from operations - 108,851 18,190 (5,105 ) - 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 13,568 (5,903 ) (37,973 ) 80,422 Income tax (expense) benefit - (29,239 ) (5,283 ) 1,173 - (33,349 ) Net income (loss) 37,973 43,518 8,285 (4,730 ) (37,973 ) 47,073 Net income attributable to noncontrolling interests - - - (817 ) - (817 ) Net income (loss) attributable to Nexstar $ 37,973 $ 43,518 $ 8,285 $ (5,547 ) $ (37,973 ) $ 46,256 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 122,635 $ (756 ) $ 16,003 $ - $ 137,882 Cash flows from investing activities: Purchases of property and equipment - (23,525 ) (182 ) (3,984 ) - (27,691 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of stations - 481,944 - - - 481,944 Other investing activities - 19,638 - - - 19,638 Net cash used in investing activities - (2,492,337 ) (982 ) (3,984 ) - (2,497,303 ) Cash flows from financing activities: Proceeds from long-term debt - 3,697,106 230,840 53,915 - 3,981,861 Repayments of long-term debt - (1,111,606 ) (225,892 ) (53,300 ) - (1,390,798 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Payments for debt financing costs - (47,578 ) (3,779 ) - - (51,357 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Common stock dividends paid (28,268 ) - - - - (28,268 ) Purchse of treasury stock (58,294 ) - - - - (58,294 ) Inter-company payments 87,291 (87,291 ) - - - - Other financing activities (729 ) (4,013 ) - (5,808 ) - (10,550 ) Net cash provided by (used in) financing activities - 2,361,667 1,169 (5,193 ) - 2,357,643 Net (decrease) increase in cash and cash equivalents - (8,035 ) (569 ) 6,826 - (1,778 ) Cash and cash equivalents at beginning of period - 75,830 6,478 5,372 - 87,680 Cash and cash equivalents at end of period $ - $ 67,795 $ 5,909 $ 12,198 $ - $ 85,902 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 $ - $ 109,517 $ (900 ) $ 768 $ - $ 109,385 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 ) - - - - Other financing activities 213 (2,371 ) - - - (2,158 ) Net cash provided by (used in) financing activities - (3,683 ) (1,167 ) (2,100 ) - (6,950 ) Net decrease in cash and cash equivalents - (11,206 ) (2,177 ) (2,851 ) - (16,234 ) Cash and cash equivalents at beginning of period - 27,492 4,367 11,557 - 43,416 Cash and cash equivalents at end of period $ - $ 16,286 $ 2,190 $ 8,706 $ - $ 27,182 |