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 was 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 September 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 113,950 $ 6,959 $ 14,892 $ - $ 135,801 Accounts receivable - 440,881 14,317 63,344 - 518,542 Amounts due from consolidated entities - 191,994 97,665 - (289,659 ) - Spectrum asset - 313,965 - 26,723 - 340,688 Other current assets - 26,646 2,285 5,457 - 34,388 Total current assets - 1,087,436 121,226 110,416 (289,659 ) 1,029,419 Investments in subsidiaries 229,847 109,289 - - (339,136 ) - Amounts due from consolidated entities 973,187 - - - (973,187 ) - Property and equipment, net - 699,705 18,026 20,565 (74 ) 738,222 Goodwill - 1,825,094 33,187 288,516 - 2,146,797 FCC licenses - 1,661,229 43,102 108,706 - 1,813,037 Other intangible assets, net - 1,429,349 16,384 128,977 - 1,574,710 Other noncurrent assets - 193,066 3,184 6,143 - 202,393 Total assets $ 1,203,034 $ 7,005,168 $ 235,109 $ 663,323 $ (1,602,056 ) $ 7,504,578 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 45,303 $ 2,893 $ 55,190 $ - $ 103,386 Accounts payable - 52,481 242 8,373 - 61,096 Liability to surrender spectrum asset - 321,298 - 27,347 - 348,645 Amounts due to consolidated entities - - - 289,659 (289,659 ) - Other current liabilities - 213,552 13,826 24,218 - 251,596 Total current liabilities - 632,634 16,961 404,787 (289,659 ) 764,723 Debt - 4,041,543 223,235 21,844 - 4,286,622 Amounts due to consolidated entities - 717,334 - 256,063 (973,397 ) - Deferred tax liabilities - 880,703 - 20,617 - 901,320 Other noncurrent liabilities - 335,070 9,147 9,233 - 353,450 Total liabilities - 6,607,284 249,343 712,544 (1,263,056 ) 6,306,115 Total stockholders' equity (deficit) 1,203,034 397,884 (14,234 ) (58,711 ) (339,000 ) 1,188,973 Noncontrolling interests in consolidated variable interest entities - - - 9,490 - 9,490 Total liabilities and stockholders' equity (deficit) $ 1,203,034 $ 7,005,168 $ 235,109 $ 663,323 $ (1,602,056 ) $ 7,504,578 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 September 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 536,820 $ 18,715 $ 56,335 $ - $ 611,870 Revenue between consolidated entities - 28,164 8,499 (451 ) (36,212 ) - Net revenue - 564,984 27,214 55,884 (36,212 ) 611,870 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 207,596 8,867 42,573 (1,380 ) 257,656 Selling, general, and administrative expenses, excluding depreciation and amortization - 133,359 1,267 10,434 (7,752 ) 137,308 Local service agreement fees between consolidated entities - 6,913 13,250 6,917 (27,080 ) - Amortization of broadcast rights - 24,714 1,405 1,750 - 27,869 Amortization of intangible assets - 28,924 605 4,457 - 33,986 Depreciation - 23,403 591 1,985 - 25,979 Total operating expenses - 424,909 25,985 68,116 (36,212 ) 482,798 Income (loss) from operations - 140,075 1,229 (12,232 ) - 129,072 Interest expense, net - (50,160 ) (2,524 ) (921 ) - (53,605 ) Loss on extinguishment of debt - (1,221 ) - - - (1,221 ) Other expenses - (161 ) - - - (161 ) Equity in income of subsidiaries 47,499 - - - (47,499 ) - Income (loss) before income taxes 47,499 88,533 (1,295 ) (13,153 ) (47,499 ) 74,085 Income tax (expense) benefit - (34,662 ) 448 2,201 - (32,013 ) Net income (loss) 47,499 53,871 (847 ) (10,952 ) (47,499 ) 42,072 Net loss attributable to noncontrolling interests - - - 4,403 - 4,403 Net income (loss) attributable to Nexstar $ 47,499 $ 53,871 $ (847 ) $ (6,549 ) $ (47,499 ) $ 46,475 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 232,326 $ 15,541 $ 27,792 $ - $ 275,659 Revenue between consolidated entities - 8,628 10,420 3,172 (22,220 ) - Net revenue - 240,954 25,961 30,964 (22,220 ) 275,659 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 73,679 7,732 19,372 (39 ) 100,744 Selling, general, and administrative expenses, excluding depreciation and amortization - 59,754 911 4,674 (1,737 ) 63,602 Local service agreement fees between consolidated entities - 11,859 4,500 4,085 (20,444 ) - Amortization of broadcast rights - 11,767 1,388 879 - 14,034 Amortization of intangible assets - 6,735 635 4,135 - 11,505 Depreciation - 11,317 598 962 - 12,877 Total operating expenses - 175,111 15,764 34,107 (22,220 ) 202,762 Income (loss) from operations - 65,843 10,197 (3,143 ) - 72,897 Interest expense, net - (26,893 ) (2,329 ) (400 ) - (29,622 ) Other expenses - (126 ) - - - (126 ) Equity in income of subsidiaries 19,980 - - - (19,980 ) - Income (loss) before income taxes 19,980 38,824 7,868 (3,543 ) (19,980 ) 43,149 Income tax (expense) benefit - (14,962 ) (3,050 ) 479 - (17,533 ) Net income (loss) 19,980 23,862 4,818 (3,064 ) (19,980 ) 25,616 Net income attributable to noncontrolling interests - - - (817 ) - (817 ) Net income (loss) attributable to Nexstar $ 19,980 $ 23,862 $ 4,818 $ (3,881 ) $ (19,980 ) $ 24,799 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,555,232 $ 54,178 $ 168,892 $ - $ 1,778,302 Revenue between consolidated entities - 60,890 26,721 4,164 (91,775 ) - Net revenue - 1,616,122 80,899 173,056 (91,775 ) 1,778,302 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 586,392 26,779 118,269 (2,445 ) 728,995 Selling, general, and administrative expenses, excluding depreciation and amortization - 436,681 3,117 33,435 (17,338 ) 455,895 Local service agreement fees between consolidated entities - 32,696 22,250 17,046 (71,992 ) - Amortization of broadcast rights - 68,898 4,217 4,907 - 78,022 Amortization of intangible assets - 103,436 1,879 15,386 - 120,701 Depreciation - 67,593 1,766 5,138 - 74,497 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 1,237,980 60,008 194,181 (91,775 ) 1,400,394 Income (loss) from operations - 378,142 20,891 (21,125 ) - 377,908 Interest expense, net - (177,500 ) (7,730 ) (3,297 ) - (188,527 ) Loss on extinguishment of debt - (31,989 ) (2,133 ) (226 ) - (34,348 ) Other expenses - (1,168 ) - - - (1,168 ) Equity in income of subsidiaries 90,057 - - - (90,057 ) - Income (loss) before income taxes 90,057 167,485 11,028 (24,648 ) (90,057 ) 153,865 Income tax (expense) benefit - (59,651 ) (4,350 ) 5,607 - (58,394 ) Net income (loss) 90,057 107,834 6,678 (19,041 ) (90,057 ) 95,471 Net loss attributable to noncontrolling interests - - - 1,045 - 1,045 Net income (loss) attributable to Nexstar $ 90,057 $ 107,834 $ 6,678 $ (17,996 ) $ (90,057 ) $ 96,516 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 669,762 $ 45,786 $ 77,763 $ - $ 793,311 Revenue between consolidated entities - 25,800 29,314 8,666 (63,780 ) - Net revenue - 695,562 75,100 86,429 (63,780 ) 793,311 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 211,660 22,638 49,616 (112 ) 283,802 Selling, general, and administrative expenses, excluding depreciation and amortization - 183,845 2,694 15,042 (4,042 ) 197,539 Local service agreement fees between consolidated entities - 33,869 13,500 12,257 (59,626 ) - Amortization of broadcast rights - 37,165 4,169 2,726 - 44,060 Amortization of intangible assets - 20,592 1,907 12,404 - 34,903 Depreciation - 33,737 1,805 2,632 - 38,174 Total operating expenses - 520,868 46,713 94,677 (63,780 ) 598,478 Income (loss) from operations - 174,694 28,387 (8,248 ) - 194,833 Interest expense, net - (62,704 ) (6,951 ) (1,198 ) - (70,853 ) Other expenses - (409 ) - - - (409 ) Equity in income of subsidiaries 57,953 - - - (57,953 ) - Income (loss) before income taxes 57,953 111,581 21,436 (9,446 ) (57,953 ) 123,571 Income tax (expense) benefit - (44,201 ) (8,333 ) 1,652 - (50,882 ) Net income (loss) 57,953 67,380 13,103 (7,794 ) (57,953 ) 72,689 Net income attributable to noncontrolling interests - - - (1,634 ) - (1,634 ) Net income (loss) attributable to Nexstar $ 57,953 $ 67,380 $ 13,103 $ (9,428 ) $ (57,953 ) $ 71,055 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 67,013 $ 1,263 $ 22,502 $ - $ 90,778 Cash flows from investing activities: Purchases of property and equipment - (40,904 ) (315 ) (7,627 ) - (48,846 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of stations - 481,944 - - - 481,944 Proceeds received to relinquish spectrum - 478,608 - - - 478,608 Other investing activities - 21,264 - 248 - 21,512 Net cash used in investing activities - (2,029,482 ) (1,115 ) (7,379 ) - (2,037,976 ) Cash flows from financing activities: Proceeds from long-term debt - 4,149,576 230,608 53,797 - 4,433,981 Repayments of long-term debt - (1,611,029 ) (226,471 ) (54,250 ) - (1,891,750 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Payments for debt financing costs - (48,235 ) (3,804 ) - - (52,039 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Payments for contingent consideration - (258,647 ) (5,000 ) - (263,647 ) Common stock dividends paid (42,132 ) - - - - (42,132 ) Purchase of treasury stock (99,008 ) - - - - (99,008 ) Inter-company payments 141,308 (141,308 ) - - - - Other financing activities (168 ) (4,817 ) - (150 ) - (5,135 ) Net cash provided by (used in) financing activities - 2,000,589 333 (5,603 ) - 1,995,319 Net increase in cash and cash equivalents - 38,120 481 9,520 - 48,121 Cash and cash equivalents at beginning of period - 75,830 6,478 5,372 - 87,680 Cash and cash equivalents at end of period $ - $ 113,950 $ 6,959 $ 14,892 $ - $ 135,801 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 168,791 $ 3,535 $ 4,096 $ - $ 176,422 Cash flows from investing activities: Purchases of property and equipment - (22,973 ) (160 ) (2,509 ) - (25,642 ) Deposits and payments for acquisitions - (103,970 ) - - - (103,970 ) Other investing activities - 585 - - - 585 Net cash used in investing activities - (126,358 ) (160 ) (2,509 ) - (129,027 ) Cash flows from financing activities: Proceeds from long-term debt - 58,000 - - - 58,000 Repayments of long-term debt - (68,214 ) (1,751 ) (3,150 ) - (73,115 ) Common stock dividends paid (22,078 ) - - - (22,078 ) Payments for debt financing costs - (18,957 ) (325 ) - - (19,282 ) Inter-company payments 21,691 (21,691 ) - - - - Other financing activities 387 (2,824 ) - (2,643 ) - (5,080 ) Net cash used in financing activities - (53,686 ) (2,076 ) (5,793 ) - (61,555 ) Net (decrease) increase in cash and cash equivalents - (11,253 ) 1,299 (4,206 ) - (14,160 ) Cash and cash equivalents at beginning of period - 27,492 4,367 11,557 - 43,416 Cash and cash equivalents at end of period $ - $ 16,239 $ 5,666 $ 7,351 $ - $ 29,256 |