Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NXST | ||
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | ||
Entity Central Index Key | 1,142,417 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,608,125,138 | ||
Entity Common Stock, Shares Outstanding | 46,109,349 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 115,652 | $ 87,680 | |
Accounts receivable, net of allowance for doubtful accounts of $13,358 and $5,805, respectively | 562,943 | 218,058 | |
Spectrum asset | 305,764 | ||
Restricted cash | 26,719 | ||
Prepaid expenses and other current assets | 71,859 | 30,760 | |
Total current assets | 1,056,218 | 363,217 | |
Property and equipment, net | 734,138 | 276,153 | |
Goodwill | 2,142,846 | 473,304 | |
FCC licenses | 1,767,638 | 542,524 | |
Other intangible assets, net | 1,581,626 | 324,737 | |
Restricted cash | 901,080 | ||
Other noncurrent assets, net | 199,181 | 85,070 | |
Total assets | [1] | 7,481,647 | 2,966,085 |
Current liabilities: | |||
Current portion of debt | 92,808 | 28,093 | |
Current portion of broadcast rights payable | 16,659 | 16,512 | |
Accounts payable | 31,136 | 19,754 | |
Accrued expenses | 159,281 | 71,315 | |
Interest payable | 39,563 | 44,190 | |
Liability to surrender spectrum asset | 314,087 | ||
Other current liabilities | 17,169 | 9,714 | |
Total current liabilities | 670,703 | 189,578 | |
Debt | 4,269,652 | 2,314,326 | |
Deferred tax liabilities | 619,441 | 132,008 | |
Other noncurrent liabilities | 340,541 | 45,819 | |
Total liabilities | [1] | 5,900,337 | 2,681,731 |
Commitments and contingencies (Note 13) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2017 and 2016 | |||
Additional paid-in capital | 1,342,541 | 386,921 | |
Accumulated other comprehensive income | 6,140 | ||
Retained earnings (accumulated deficit) | 299,523 | (176,583) | |
Treasury stock - at cost; 1,325,049 and 876,744 shares at December 31, 2017 and 2016, respectively | (78,063) | (41,513) | |
Total Nexstar Media Group, Inc. stockholders' equity | 1,570,614 | 169,141 | |
Noncontrolling interests in consolidated variable interest entities | 10,696 | 115,213 | |
Total stockholders' equity | 1,581,310 | 284,354 | |
Total liabilities and stockholders' equity | 7,481,647 | 2,966,085 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 473 | 316 | |
Total stockholders' equity | $ 473 | $ 316 | |
[1] | The consolidated total assets as of December 31, 2017 and 2016 include certain assets held by consolidated VIEs of $426.9 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2017 and 2016 include certain liabilities of consolidated VIEs of $81.8 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 13,358 | $ 5,805 |
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 | 1,325,049 | 876,744 |
Consolidated VIEs [Member] | ||
ASSETS | ||
Consolidated VIEs, Assets | $ 426,879 | $ 226,198 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Consolidated VIEs, Liabilities | $ 81,832 | $ 39,196 |
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 | 47,291,463 | 31,621,369 |
Common stock, shares outstanding | 45,966,414 | 30,744,625 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues [Abstract] | |||||||||||
Net revenue | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 |
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 993,405 | 381,997 | 302,257 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 591,986 | 263,606 | 232,480 | ||||||||
Amortization of broadcast rights | 105,403 | 57,145 | 59,836 | ||||||||
Amortization of intangible assets | 159,500 | 46,572 | 48,475 | ||||||||
Depreciation | 100,658 | 51,300 | 47,222 | ||||||||
Goodwill and intangible assets impairment | 19,985 | 15,262 | |||||||||
Gain on disposal of stations, net | (57,716) | ||||||||||
Total operating expenses | 1,913,221 | 815,882 | 690,270 | ||||||||
Income from operations | 140,837 | 129,072 | 138,685 | 110,151 | 92,475 | 72,897 | 64,007 | 57,929 | 518,745 | 287,308 | 206,107 |
Interest expense, net | (241,195) | (116,081) | (80,520) | ||||||||
Loss on extinguishment of debt | (34,882) | ||||||||||
Other expenses | (1,284) | (555) | (517) | ||||||||
Income before income taxes | 87,519 | 74,085 | 80,777 | (997) | 47,101 | 43,149 | 43,283 | 37,139 | 241,384 | 170,672 | 125,070 |
Income tax benefit (expense) | 233,943 | (77,572) | (48,687) | ||||||||
Net income (loss) | 475,327 | 93,100 | 76,383 | ||||||||
Net (income) loss attributable to noncontrolling interests | (330) | (1,563) | 1,301 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | $ 378,481 | $ 46,475 | $ 43,992 | $ 6,049 | $ 20,482 | $ 24,799 | $ 24,529 | $ 21,727 | $ 474,997 | $ 91,537 | $ 77,684 |
Net income per common share attributable to Nexstar Media Group, Inc.: | |||||||||||
Basic | $ 8.27 | $ 1.01 | $ 0.94 | $ 0.14 | $ 0.67 | $ 0.81 | $ 0.80 | $ 0.71 | $ 10.38 | $ 2.98 | $ 2.50 |
Diluted | $ 8.03 | $ 0.98 | $ 0.91 | $ 0.13 | $ 0.64 | $ 0.78 | $ 0.78 | $ 0.69 | $ 10.07 | $ 2.89 | $ 2.42 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 45,754 | 46,107 | 46,931 | 44,200 | 30,713 | 30,695 | 30,680 | 30,658 | 45,754 | 30,687 | 31,100 |
Diluted | 47,149 | 47,452 | 48,195 | 45,419 | 31,798 | 31,698 | 31,620 | 31,538 | 47,149 | 31,664 | 32,091 |
Dividends declared per common share | $ 1.20 | $ 0.96 | $ 0.76 | ||||||||
Net income | $ 475,327 | $ 93,100 | $ 76,383 | ||||||||
Other comprehensive income: | |||||||||||
Change in unrecognized amounts included in pension and postretirement obligations, net of tax of $2,160 | 6,140 | ||||||||||
Total comprehensive income | 481,467 | 93,100 | 76,383 | ||||||||
Total comprehensive income attributable to noncontrolling interests | (330) | (1,563) | 1,301 | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | $ 481,137 | $ 91,537 | $ 77,684 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Statement [Abstract] | |
Change in unrecognized amounts included in pension and postretirement obligations, tax | $ 2,160 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Treasury Stock [Member]Class A Common Stock [Member] | Noncontrolling interests [Member] |
Balance at Dec. 31, 2014 | $ 56,537 | $ 312 | $ 398,029 | $ (345,804) | $ 4,000 | |||
Balance, Shares at Dec. 31, 2014 | 31,172,060 | |||||||
Stock-based compensation expense | 11,400 | 11,400 | ||||||
Purchase of treasury stock | (48,660) | $ (48,660) | $ (48,700) | |||||
Purchase of treasury stock, shares | (1,010,565) | |||||||
Vesting of restricted stock units and exercise of stock options | 3,357 | $ 4 | 2,439 | $ 914 | ||||
Vesting of restricted stock units and exercise of stock options, shares | 449,309 | 17,000 | 17,000 | |||||
Excess tax benefit from stock option exercises and vested restricted stock units | 8,042 | 8,042 | ||||||
Common stock dividends declared | (23,686) | (23,686) | ||||||
Consolidation of variable interest entities | 2,900 | 2,900 | ||||||
Contribution from noncontrolling interest | 100 | 100 | ||||||
Net income | 76,383 | 77,684 | (1,301) | |||||
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 | |||||||
Balance, Shares at Dec. 31, 2015 | (993,565) | |||||||
Stock-based compensation expense | 11,390 | 11,390 | ||||||
Vesting of restricted stock units and exercise of stock options | 1,225 | (5,008) | $ 6,233 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 116,821 | 116,821 | ||||||
Excess tax benefit from stock option exercises and vested restricted stock units | 13,760 | 13,760 | ||||||
Common stock dividends declared | (29,445) | (29,445) | ||||||
Purchase of noncontrolling interests from variable interest entities | (100) | (100) | ||||||
Consolidation of variable interest entities | 108,694 | 108,694 | ||||||
Distribution to a noncontrolling interests | (643) | (643) | ||||||
Net income | 93,100 | 91,537 | 1,563 | |||||
Balance at Dec. 31, 2016 | $ 284,354 | $ 316 | 386,921 | (176,583) | $ (41,513) | 115,213 | ||
Balance, Shares at Dec. 31, 2016 | 31,621,369 | |||||||
Balance, Shares at Dec. 31, 2016 | (876,744) | (876,744) | ||||||
Issuance/reissuance of stock in connection with the Merger | $ 1,031,443 | $ 157 | 1,007,956 | $ 23,330 | ||||
Issuance/reissuance of stock in connection with the Merger, shares | 15,670,094 | 560,316 | ||||||
Stock option replacement awards in connection with the Merger | 10,702 | 10,702 | ||||||
Stock-based compensation expense | 24,068 | 24,068 | ||||||
Purchase of treasury stock | (99,008) | $ (99,008) | $ (99,000) | |||||
Purchase of treasury stock, shares | (1,689,132) | |||||||
Vesting of restricted stock units and exercise of stock options | 7,914 | (31,214) | $ 39,128 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 680,511 | 680,511 | ||||||
Common stock dividends declared | (55,892) | (55,892) | ||||||
Purchase of noncontrolling interests from variable interest entities | (108,694) | (108,694) | ||||||
Consolidation of variable interest entities | 7,600 | 7,600 | ||||||
Deconsolidation of a variable interest entity | (3,655) | 345 | (4,000) | |||||
Contribution from noncontrolling interest | 659 | 659 | ||||||
Distribution to a noncontrolling interests | (412) | (412) | ||||||
Change in pension and postretirement, net of tax | 6,140 | $ 6,140 | ||||||
Net income | 475,327 | 474,997 | 330 | |||||
Balance at Dec. 31, 2017 | $ 1,581,310 | $ 473 | $ 1,342,541 | 299,523 | $ 6,140 | $ (78,063) | $ 10,696 | |
Balance, Shares at Dec. 31, 2017 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2017 | (1,325,049) | (1,325,049) | ||||||
Adjustment to adopt ASU 2016-16 | ASU 2016-16 [Member] | $ 764 | $ 764 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 475,327 | $ 93,100 | $ 76,383 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision for bad debt | 10,263 | 3,057 | 3,180 |
Amortization of broadcast rights, excluding barter | 62,908 | 22,461 | 22,154 |
Depreciation of property and equipment | 100,658 | 51,300 | 47,222 |
Amortization of intangible assets | 159,500 | 46,572 | 48,475 |
Gain on asset disposal, net | (55,982) | 1,553 | 2,109 |
Amortization of debt financing costs and debt discounts | 10,483 | 5,649 | 3,752 |
Loss on extinguishment of debt | 34,882 | ||
Goodwill and intangible assets impairment | 19,985 | 15,262 | |
Stock-based compensation expense | 24,068 | 11,390 | 11,400 |
Deferred income taxes | (463,185) | 54,591 | 43,675 |
Income from escrow deposit | (1,080) | ||
Payments for broadcast rights | (62,531) | (23,004) | (22,473) |
Other noncash credits, net | (1,617) | (1,612) | (90) |
Change in the fair value of contingent consideration | 4,044 | ||
Changes in operating assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | (55,819) | (27,290) | (30,310) |
Prepaid expenses and other current assets | 22,825 | (28,628) | (1,324) |
Other noncurrent assets | (278) | 244 | 293 |
Accounts payable, accrued expenses and other current liabilities | (62,496) | 1,628 | 16,903 |
Taxes payable | (42,638) | (75) | (22,790) |
Interest payable | (17,421) | 33,251 | 6,338 |
Other noncurrent liabilities | (22,211) | (896) | 411 |
Net cash provided by operating activities | 136,721 | 261,517 | 205,308 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (72,461) | (31,870) | (29,021) |
Payments for acquisitions, net of cash acquired | (2,975,254) | (103,970) | (475,949) |
Withdrawal of interest previously deposited in escrow | 5,063 | ||
Proceeds from sale of stations | 481,946 | 27,005 | |
Proceeds received to relinquish spectrum asset | 478,608 | ||
Refund of prepaid interest previously deposited in escrow | (5,063) | ||
Proceeds from disposals of property and equipment | 20,026 | 718 | 3,624 |
Net cash used in investing activities | (2,062,072) | (140,185) | (474,341) |
Cash flows from financing activities: | |||
Proceeds from long-term debt, net of debt discounts | 4,433,981 | 58,000 | 421,950 |
Repayments of long-term debt | (1,922,329) | (80,140) | (166,290) |
Premium paid on debt extinguishment | (18,050) | ||
Payments for debt financing costs | (52,039) | (20,707) | (3,225) |
Contribution from (distributions to) a noncontrolling interest, net | 247 | (643) | 100 |
Purchase of treasury stock | (99,008) | (48,660) | |
Proceeds from exercise of stock options | 8,155 | 1,225 | 3,357 |
Common stock dividends paid | (55,892) | (29,445) | (23,686) |
Purchase of noncontrolling interests | (66,901) | (100) | |
Payments for contingent consideration in connection with acquisitions | (263,647) | (2,000) | |
Cash paid for shares withheld for taxes | (4,099) | ||
Payments for capital lease obligations | (7,095) | (3,258) | (3,009) |
Net cash provided by (used in) financing activities | 1,953,323 | (77,068) | 180,537 |
Net increase (decrease) in cash and cash equivalents | 27,972 | 44,264 | (88,496) |
Cash and cash equivalents at beginning of period | 87,680 | 43,416 | 131,912 |
Cash and cash equivalents at end of period | 115,652 | 87,680 | 43,416 |
Supplemental information: | |||
Interest paid | 213,683 | 99,917 | 70,430 |
Income taxes paid, net of refunds | 272,689 | 29,391 | 29,060 |
Non-cash investing and financing activities: | |||
Accrued purchases of property and equipment | 4,107 | 2,339 | 2,371 |
Noncash purchases of property and equipment | 20,723 | 706 | 4,025 |
Accrued debt financing costs | 1,019 | ||
Proceeds from the issuance of debt directly deposited into escrow | 900,000 | ||
Consolidation of variable interest entities | $ 108,694 | $ 2,956 | |
Debt assumed in connection with a merger | 434,269 | ||
Issuance/reissuance of Class A Common Stock in connection with a merger | 1,031,443 | ||
Stock option replacement awards in connection with a merger | 10,702 | ||
Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset | 34,558 | ||
Contingent consideration payable in connection with a merger | $ 12,361 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations As of December 31, 2017, Nexstar Media Group, Inc. and its wholly-owned subsidiaries (“Nexstar”) owned, operated, programmed or provided sales and other services to 170 full power television stations, including those owned by variable interest entities (“VIEs”), in 100 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV, and other broadcast television networks. As of December 31, 2017, the stations reached approximately 43.6 million, or 38.9%, of all U.S. television households. Through various local service agreements, Nexstar provided sales, programming, and other services to 36 full power television stations owned by independent third parties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Effective January 17, 2017, Nexstar assumed local service agreements to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. Nexstar became the primary beneficiary of these VIEs and consolidated these entities as of this date. On August 2, 2016, Nexstar became the primary beneficiary of certain stations owned by West Virginia Media Holdings, LLC (“WVMH”) which were consolidated into Nexstar’s financial statements as of this date. Nexstar completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2—Variable Interest Entities for additional information on these transactions. As of December 31, the assets of consolidated VIEs that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar are as follows (in thousands): 2017 2016 Current assets Spectrum asset $ 26,695 $ - Other current assets 22,038 3,638 Total current assets 48,733 3,638 Property and equipment, net 7,517 6,944 Goodwill 130,362 46,465 FCC licenses 151,808 114,791 Other intangible assets, net 81,916 53,747 Other noncurrent assets, net 6,543 613 Total assets 426,879 226,198 Current Liabilities Liability to surrender spectrum asset $ 27,347 $ - Other current liabilities 24,146 12,606 Total current liabilities 51,493 12,606 Noncurrent liabilities 30,339 26,590 Total liabilities $ 81,832 $ 39,196 Liquidity The Company is highly leveraged, which makes it vulnerable to changes in general economic conditions. The Company’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 the Company’s control. On January 17, 2017, in connection with Nexstar’s merger with Media General, the Company borrowed $2.75 billion in Term Loan B, issued at 99.49%, $293.9 million in Term Loan A, issued at 99.34%, $3.0 million in revolving loans, and another $51.3 million in Term Loan A, issued at 99.25%. The proceeds from these loans, together with Nexstar’s proceeds from the previously issued $900.0 million 5.625% senior unsecured notes due 2024 (the “5.625% Notes”), net proceeds from certain station divestitures of $481.9 million, and cash on hand, were used to finance the $1.376 billion cash consideration of the merger, $1.658 billion repayment of certain debt of Media General prior to the merger, including premium and accrued interest, refinancing of Nexstar’s and its VIEs’ certain then existing term loans and revolving loans with a principal balance of $668.8 million and $2.0 million, respectively, and related fees and expenses. On January 17, 2017 (also in connection with the merger), Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 (the “5.875% Notes”) previously issued by LIN Television Corporation (“LIN TV”), a wholly owned subsidiary of Media General. Additionally, Nexstar consolidated Shield Media LLC’s (“Shield”) senior secured credit facility with a Term Loan A principal balance of $24.8 million. On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Senior Unsecured Notes (“6.875% Notes”), also funded by new borrowings described above. On July 19, 2017, the Company amended the senior secured credit facilities. The main provisions of the amendments include: (i) Nexstar’s additional Term Loan A borrowing of $456.0 million, issued at 99.16%, the proceeds of which were used to repay the $454.4 million outstanding principal balance of Nexstar’s Term Loan B, (ii) a reduction in the applicable margin portion of interest rates by 50 basis points, (iii) an extension of the maturity date of Nexstar’s and Shield’s Term Loan A to five years from July 19, 2017 and (iv) an extension of the maturity date of Nexstar’s and Mission’s revolving credit facilities to five years from July 19, 2017. See Notes 3 and 7 for additional information with respect to the merger and debt transactions, respectively. As of December 31, 2017, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities and the indentures governing the 6.125% Senior Unsecured Notes (“6.125% Notes”), the 5.625% Notes and the 5.875% Notes. Variable Interest Entities The Company may determine that an entity is a VIE as a result of local service agreements entered into with 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”) or a local marketing agreement (“LMA”) 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. Consolidated VIEs Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”) and White Knight Broadcasting (“White Knight”) 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 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission and White Knight, 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. In connection with Nexstar’s merger with Media General consummated on January 17, 2017, Nexstar began to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. These VIEs are Shield, Vaughan Media, LLC (“Vaughan”), Tamer Media, LLC (“Tamer”), WNAC, LLC and 54 Broadcasting, Inc. (“54 Broadcasting”). Nexstar became the primary beneficiary of these VIEs as of the closing date of the merger because of (1) the local service agreements Nexstar assumed with these VIEs’ stations, (2) Nexstar’s guarantee of the outstanding obligations under Shield’s senior secured credit facility (Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and, for Shield, Vaughan, WNAC, LLC and 54 Broadcasting, hiring and firing of sales force personnel and (4) purchase options granted by Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting that permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. Therefore, the financial results and financial position of these entities have been consolidated by Nexstar as of January 17, 2017 in accordance with the VIE accounting guidance. Nexstar had variable interests in the stations previously owned by WVMH as a result of TBAs effective December 1, 2015 and an agreement to acquire the assets of these stations dated November 16, 2015. On August 2, 2016, Nexstar received approval from the FCC to acquire these stations. Nexstar re-evaluated the business arrangements with these stations as of this date and determined that it was the primary beneficiary of the variable interests because it had the ultimate power to direct the activities that most significantly impact the economic performance of the stations, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated the WVMH stations as of August 2, 2016. The final closing of this acquisition was completed on January 31, 2017. Thus, Nexstar no longer has variable interests in these stations. See Note 3 for additional information. Nexstar had a variable interest in Parker Broadcasting of Colorado, LLC (“Parker”), the owner of station KFQX, pursuant to a TBA which Nexstar assumed effective June 13, 2014. Nexstar evaluated the business arrangement with Parker as of this date and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated Parker as of June 13, 2014. On March 31, 2017, Mission acquired the outstanding equity of Parker and effectively acquired Parker’s TBA with Nexstar. Thus, Nexstar no longer has a variable interest in Parker and deconsolidated its accounts. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and, therefore, continued to consolidate this station. See Note 3 for additional information. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2017 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting KNVA 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 Shield WXXA and WLAJ Vaughan WBDT, WYTV and KTKA SSA Only Tamer KWBQ, KASY and KRWB Nexstar’s ability to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer, WNAC, LLC and 54 Broadcasting 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, White Knight, Shield, Vaughan, Tamer, WNAC, LLC and 54 Broadcasting maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Consolidated Balance Sheets as of December 31, were as follows (in thousands): 2017 2016 Current assets: Cash and cash equivalents $ 17,180 $ 7,302 Accounts receivable, net 24,407 20,553 Spectrum asset 26,695 - Prepaid expenses and other current assets 6,762 3,353 Total current assets 75,044 31,208 Property and equipment, net 25,971 29,984 Goodwill 163,549 98,107 FCC licenses 151,808 114,791 Other intangible assets, net 97,757 87,668 Other noncurrent assets, net 9,443 13,233 Total assets $ 523,572 $ 374,991 Current liabilities: Current portion of debt $ 56,565 $ 8,334 Interest payable 994 1,031 Liability to surrender spectrum asset 27,347 - Other current liabilities 24,146 12,606 Total current liabilities 109,052 21,971 Debt 245,523 268,499 Other noncurrent liabilities 30,594 26,590 Total liabilities $ 385,169 $ 317,060 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. 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. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, 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 agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, valuation related to business combinations, including assets acquired, liabilities assumed, contingent consideration liability and any other assets or liabilities recognized from these transactions, retransmission revenue recognized, trade and barter transactions, pension and postretirement obligations, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. Actual results may vary from such estimates recorded. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent from cable or satellite operators, for monthly access to a content management system platform and related services, and for digital advertising management. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. Revenue Recognition The Company’s revenue is primarily derived from the sale of advertising. Total revenue includes cash and barter advertising revenue, retransmission compensation, digital revenue and other broadcast related revenues. Advertising revenue is recognized, net of agency commissions, in the period during which the advertisements are broadcast on its stations or delivered on its websites. The Company determines whether gross or net presentation is appropriate based on its relationship in the applicable transactions with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as deferred revenue. Retransmission compensation is recognized based on the estimated number of subscribers over the contract period, based on historical levels and trends for individual providers. Revenue from our digital businesses includes revenue from a content management system platform and related services and is recognized when services are performed. The Company barters advertising time for certain program material. These transactions, except those involving exchange of advertising time for network programming, are recorded at management’s estimate of the fair value of the advertising time exchanged, which approximates the fair value of the program material received. The fair value of advertising time exchanged is estimated by applying average historical advertising rates for specific time periods. Revenue from barter transactions is recognized as the related advertisement spots are broadcast. Barter expense is recognized at the time program broadcast rights assets are used. The Company recorded $42.5 million, $34.7 million and $37.7 million of barter revenue and barter expense for the years ended December 31, 2017, 2016 and 2015, respectively. Barter expense is included in amortization of broadcast rights in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when the related advertisement spots are broadcast. The Company recorded $14.2 million, $11.0 million and $9.4 million of trade revenue for the years ended December 31, 2017, 2016 and 2015, respectively. Trade expense is recognized when services or merchandise received are used. The Company recorded $14.5 million, $10.8 million and $9.0 million of trade expense for the years ended December 31, 2017, 2016 and 2015, respectively, which were included in direct operating expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income. Broadcast Rights and Broadcast Rights Payable The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially recorded at the contract cost. Barter broadcast rights are recorded at fair value, which is estimated by using average historical rates for the time periods where the programming will air. Broadcast rights are amortized on a straight-line basis over the period the programming airs. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated. Property and Equipment, Net Property and equipment is stated at cost or estimated fair value at the date of acquisition through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4). Intangible Assets, Net Intangible assets consist primarily of goodwill, broadcast licenses (“FCC licenses”), network affiliation agreements, developed technology and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including discounted projected cash flows, the cost approach and the income approach. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are tested for impairment annually in the Company’s fourth quarter, or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis. Following Nexstar’s merger with Media General in January 2017, the Company’s broadcast operations increased from 60 television station markets to 100 television station markets. Also, the Company’s digital businesses increased from two reporting units to four reporting units. Historically, the Company considered each television station market as a reporting unit for purposes of goodwill and FCC license impairment testing because management viewed, managed and evaluated its stations on a market basis. In connection with the merger, the Company reorganized its organizational structure to focus on the overall broadcast business and the overall digital business. This change allowed the aggregation of television station markets into one broadcast business reporting unit. The reporting units within the Company’s digital business are not economically similar, and therefore, not aggregated. During the fourth quarter of 2017, the Company reorganized its digital businesses which changed the reporting units from four to three. The Company’s impairment tests for FCC licenses remained at the television station market level. See Note 5 for additional information. The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired. The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company will apply the quantitative impairment test method. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using a discounted cash flow analysis. In prior years, the Company’s quantitative impairment test for goodwill utilized a two-step fair value approach. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit to its carrying amount. The fair value of a reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the reporting unit fair value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. In 2017, as discussed also under Recent Accounting Pronouncements, the Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04), which simplified the measurement of goodwill impairment by removing the second step of the goodwill impairment test that required a hypothetical purchase price allocation. Under ASU 2017-04, the annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using a discounted cash flow analysis. Determining the fair value of reporting units requires management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements. In addition to the various inputs (i.e. market growth, operating profit margins, discount rates) used to calculate the fair value of FCC licenses and reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization; and by comparing the fair values of its reporting units and FCC licenses to recent market television station sale transactions. The Company tests finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. The impairment test for finite-lived intangible assets consists of an asset (asset group) comparison of the carrying amount with its estimated undiscounted future cash flows. An impairment in the carrying amount of a finite-lived intangible asset is recognized when the expected discounted future operating cash flow derived from the operation to which the asset relates is less than its carrying value. Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Deferred financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. Comprehensive Income The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments. Advertising Expense The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $9.2 million, $4.0 million and $3.4 million for the years ended December 31, 2017, 2016 an |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions 2017 Acquisitions Merger with Media General On January 17, 2017, Nexstar completed its previously announced merger with Media General. Prior to the completion of the merger, Media General owned, operated or serviced 78 full power television stations in 48 markets. In connection with the merger, Nexstar sold the assets of seven of Media General’s full power television stations in seven markets. The full power television stations acquired and consolidated by Nexstar as a result of the merger, net of divestitures, are as follows: Market Rank at Acquisition Market Full Power Stations Primary Affiliation Nexstar: 6 San Francisco, CA KRON MNTV 11 Tampa, FL WFLA, WTTA NBC, MNTV 24 Raleigh, NC WNCN CBS 25 Portland, OR KOIN CBS 27 Indianapolis, IN WISH, WNDY The CW, MNTV 29 Nashville, TN WKRN ABC 30 New Haven, CT WTNH, WCTX ABC, MNTV 32 Columbus, OH WCMH NBC 37 Spartanburg, SC WSPA, WYCW CBS, The CW 39 Austin, TX KXAN, KBVO NBC, MNTV 42 Portsmouth, VA WAVY, WVBT NBC, FOX 43 Harrisburg, PA WHTM ABC 44 Grand Rapids, MI WOOD, WOTV NBC, ABC 45 Birmingham, AL WIAT CBS 48 Albuquerque, NM KRQE, KREZ, KBIM CBS 52 Providence, RI WPRI CBS 53 Buffalo, NY WIVB, WNLO CBS, The CW 55 Richmond, VA WRIC ABC 59 Albany, NY WTEN, WCDC ABC, ABC 60 Mobile, AL WKRG, WFNA CBS, The CW 62 Knoxville, TN WATE ABC 64 Dayton, OH WDTN NBC 65 Honolulu, HI KHON, KHAW, KAII FOX, FOX, FOX 66 Wichita, KS KSNW, KSNC, KSNG, KSNK NBC 88 Colorado Springs, CO KXRM FOX 91 Savannah, GA WSAV NBC 94 Charleston, SC WCBD NBC 95 Jackson, MS WJTV CBS 98 Tri-Cities, TN-VA WJHL CBS 100 Greenville, NC WNCT CBS 102 Florence, SC WBTW CBS 109 Sioux Falls, SD KELO, KDLO, KPLO CBS 110 Ft. Wayne, IN WANE CBS 111 Augusta, GA WJBF ABC 113 Lansing, MI WLNS CBS 114 Springfield, MA WWLP NBC 115 Youngstown, OH WKBN CBS 120 Lafayette, LA KLFY CBS 127 Columbus, GA WRBL CBS 135 Topeka, KS KSNT NBC 168 Hattiesburg, MS WHLT CBS 172 Rapid City, SD KCLO CBS VIEs: 39 Austin, TX KNVA The CW 48 Alburquerque, NM KASY, KRWB, KWBQ MNTV, The CW, The CW 52 Providence, RI WNAC FOX 59 Albany, NY WXXA FOX 64 Dayton, OH WBDT NBC 113 Lansing, MI WLAJ ABC 115 Youngstown, OH WYTV ABC 135 Topeka, KS KTKA ABC As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting and has consolidated these entities, including the stations they own. Upon the completion of the merger, each issued and outstanding share of common stock, no par value, of Media General immediately prior to the effective time of the merger, other than shares or other securities representing capital stock in Media General owned, directly or indirectly, by Nexstar or any subsidiary of Media General, was converted into the right to receive (i) $10.55 in cash, without interest (the “Cash Consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable CVR representing the right to receive a pro rata share of the net proceeds from the disposition of Media General’s spectrum in the FCC’s recently concluded spectrum auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs (the CVR, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”). The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs. Upon the completion of the merger, each unvested Media General stock option outstanding immediately prior to the effective time became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the Cash Consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the effective time. All other equity-based awards of Media General outstanding immediately prior to the merger vested in full and were converted into the right to receive the Merger Consideration. The following table summarizes the components of the total consideration paid, payable or issued upon closing of the merger (in thousands): Cash Consideration $ 1,376,108 Nexstar Common Stock issued (15,670,094 shares) 995,835 Reissued Nexstar Common Stock from treasury (560,316 shares) 35,608 Stock option replacement awards (228,438 options) 10,702 Repayment of Media General debt, including premium and accrued interest 1,658,135 Contingent consideration liability (CVR) 271,008 $ 4,347,396 Concurrent with the closing of the merger, Nexstar sold the assets of 12 full power television stations in 12 markets, five of which were previously owned by Nexstar and seven of which were previously owned by Media General. Nexstar sold the Media General stations for a total consideration of $427.6 million and recognized a loss on disposal of $4.7 million (the “Media General Divestitures”). Nexstar sold its stations for $114.4 million and recognized gain on disposal of $62.4 million (the “Nexstar Divestitures”). The gain and loss recognized from these divestitures were included as a separate line item in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. The fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting) are as follows (in thousands): Cash and cash equivalents $ 63,850 Accounts receivable 301,604 Spectrum asset 465,582 Prepaid expenses and other current assets 35,973 Property and equipment 482,144 FCC licenses 1,242,847 Network affiliation agreements 1,323,200 Other intangible assets 101,083 Goodwill 1,701,097 Other noncurrent assets 36,104 Total assets acquired and consolidated 5,753,484 Less: Accounts payable and accrued expenses (187,721 ) Less: Taxes payable (10,854 ) Less: Interest payable (12,794 ) Less: Debt (434,269 ) Less: Deferred tax liabilities (957,779 ) Less: Other noncurrent liabilities (227,378 ) Less: Noncontrolling interests in consolidated VIEs (7,600 ) Net assets acquired and consolidated $ 3,915,089 The estimated acquisition date fair value of Media General’s spectrum auctioned with the FCC (spectrum asset) is $465.6 million and is calculated as gross proceeds, less estimated costs to dispose such assets. The estimated fair value of the CVR payable to the holders is $271.0 million and is calculated as the gross proceeds, less estimated transaction expenses, repacking expenses and taxes as defined in the CVR agreement. On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC to surrender certain spectrum of Media General. The gross proceeds were recorded as liabilities pending the relinquishment of spectrum assets as of this date. On August 28, 2017, Nexstar completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated amount due. Through December 2017, Nexstar paid $180.9 million in taxes related to the spectrum auction proceeds. One of the stations that auctioned its spectrum with the FCC went off the air in November 2017. As a result, the associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017. As of December 31, 2017, the Company has not yet surrendered the remainder of spectrum auctioned with the FCC. Thus, the spectrum assets were retained pending their relinquishment ($305.8 million included in current assets and $126.9 million included in other noncurrent assets in the accompanying Consolidated Balance Sheet). The gross proceeds received from the FCC associated with the remaining spectrum were also retained as liabilities in the accompanying Consolidated Balance Sheet ($314.1 million is included in current liabilities, for spectrum that is projected to be surrendered within the next 12 months, and $130.0 million is included in other noncurrent liabilities, for spectrum that is projected to be surrendered in 2019 and 2020. The spectrum assets will be disposed and the liabilities to surrender the spectrum will be derecognized upon relinquishment. The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. 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 19 years. The carryover of the tax basis in goodwill, FCC licenses, network affiliation agreements, other intangible assets and property and equipment of $159.0 million, $294.3 million, $31.7 million, $40.4 million and $247.8 million, respectively, are deductible for tax purposes. Nexstar assumed the $400.0 million 5.875% Notes previously issued by LIN TV. Nexstar also consolidated Shield’s senior secured credit facility with an outstanding Term Loan A principal balance of $24.8 million. These debts were assumed at fair values on the merger closing date. See Note 7 for additional information. Nexstar also assumed Media General’s pension and postretirement obligations (included in other noncurrent liabilities). See Note 8 for additional information. The consolidation of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting resulted in noncontrolling interests of $7.6 million, representing the residual fair value attributable to the owners of these entities as of January 17, 2017, estimated by applying the income approach valuation technique. The Cash Consideration, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the Nexstar Divestitures and the Media General Divestitures and new borrowings discussed in Note 7. During 2017, Nexstar recorded measurement period adjustments, including (i) the result of our ongoing valuation procedures on acquired intangible assets which decreased property and equipment, FCC licenses and other intangible assets by $1.8 million, $255.3 million and $25.1 million, respectively, and increased the network affiliation agreements by $254.5 million, (ii) a change in the estimated fair value of Media General’s spectrum asset which increased by $24.0 million, (iii) changes in the estimate of collectability of accounts receivable and various fair value assumptions, which decreased the estimated fair value of accounts receivable by $23.4 million, (iv) an increase in goodwill and deferred tax liabilities of $32.8 million and $7.4 million, respectively, and a decrease in income tax payable of $6.5 million, due to the measurement period adjustments discussed in items (i) through (iii), and (v) reclassifications from other noncurrent assets to prepaid expenses and other current assets and reclassifications between accounts payable, accrued expenses, and other noncurrent liabilities. None of these measurement period adjustments had a material impact on the Company’s results of operations. The acquisition’s net revenue of $1.412 billion and operating income of $300.4 million from January 17, 2017 to December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to the merger, including legal and professional fees and severance costs, were $52.4 million and $8.4 million during the years ended December 31, 2017 and 2016, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. WVMH On November 16, 2015, Nexstar entered into a definitive agreement to acquire the assets of three CBS affiliated full power television stations and one NBC affiliated full power television station from WVMH for $130.0 million in cash, plus working capital adjustments. 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. This acquisition allows Nexstar entrance into these markets. Nexstar provided programming and sales services to these stations pursuant to a TBA from December 1, 2015 through the completion of the acquisition. 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 in November 2015 of $6.5 million. The purchase price paid in 2016 was funded through a combination of cash on hand and borrowings under Nexstar’s revolving credit facility. The 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 Goodwill 35 Total assets acquired at first closing 22,351 Less: Accounts payable and accrued expenses (623 ) Less: Other noncurrent liabilities (307 ) Net assets acquired at first closing 21,421 Deposit on second closing 43,543 Total paid at first closing $ 64,964 Other intangible assets are amortized over an estimated weighted average useful life of three years. As discussed in Note 2, Nexstar became the primary beneficiary of its variable interests in WVMH’s stations upon receiving FCC approval on August 2, 2016 to acquire the stations’ remaining assets. Therefore, Nexstar has consolidated these remaining assets under authoritative guidance related to the consolidation of VIEs as of this date. The fair values of the assets consolidated were as follows (in thousands): Broadcast rights $ 527 Property and equipment 3,489 FCC licenses 41,230 Network affiliation agreements 35,387 Goodwill 28,588 Consolidated assets of VIEs 109,221 Less: Broadcast rights payable (527 ) Consolidated net asset of VIEs $ 108,694 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. On January 31, 2017, Nexstar completed its acquisition of the remaining assets of the stations and paid WVMH the remaining purchase price of $66.9 million, plus working capital adjustments, funded by cash on hand. Accordingly, the deposit on the second closing and the payment of the remaining purchase price were applied against the full balance of noncontrolling interests. The TBA was also terminated as of this date. The stations’ net revenue of $51.3 million and operating income of $11.5 million during the year ended December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. No significant transaction costs were incurred during the twelve months ended December 31, 2017 and December 31, 2016. Parker On May 27, 2014, Mission assumed the rights, title and interest to an existing purchase agreement to acquire Parker, the owner of television station KFQX, the FOX affiliate in the Grand Junction, Colorado market, for $4.0 million in cash. In connection with this assumption, Mission paid a deposit of $3.2 million on June 13, 2014. The acquisition was approved by the FCC in February 2017 and met all other customary conditions in March 2017. On March 31, 2017, Mission completed this acquisition and paid the remaining purchase price of $0.8 million, funded by cash on hand. The acquisition allows Mission entrance into this market. The fair values of the assets acquired and liabilities assumed are as follows (in thousands): FCC licenses $ 1,539 Network affiliation agreements 1,743 Other intangible assets 20 Goodwill 698 Total assets acquired $ 4,000 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. As discussed in Note 2, Nexstar had a variable interest in Parker and had consolidated this entity until Mission acquired Parker’s outstanding equity. Since Nexstar no longer has variable interests in Parker, its accounts were deconsolidated from Nexstar’s financial statements. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and continued to consolidate this station. See Note 2 for more discussion on VIEs. WLWC-TV On October 2, 2017, Nexstar completed the acquisition of certain assets of WLWC, a CW affiliated full power television station in the Providence, Rhode Island market, from OTA Broadcasting (PVD), LLC for $4.1 million in cash, funded by cash on hand. The fair values of the assets acquired and liabilities assumed are as follows (in thousands): Broadcast rights $ 1,599 Property and equipment 1,158 Network affiliation 2,517 Other intangible assets 385 Total assets acquired 5,659 Less: Broadcast rights payable (1,599 ) Net assets acquired $ 4,060 Nexstar accounted for the transaction as an asset purchase because it was concentrated in acquiring the station’s affiliation with the CW. Additionally, the FCC license, a significant input to operate a station, was not acquired by Nexstar. Thus, no goodwill was allocated from the purchase price. The intangible assets related to the network affiliation agreements are amortized over 15 years. 2016 Acquisitions 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 in 2016. 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. This acquisition allows Nexstar entrance into this market. At acquisition, KXMA, KXMB and KXMD were satellite stations of KXMC. KXMA subsequently became an affiliate of The CW network. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2016. The 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 2,073 Goodwill 7,931 Total assets acquired 44,019 Less: Broadcast rights payable (13 ) Less: Accounts payable and accrued expenses (8 ) Net assets acquired $ 43,998 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 $11.1 million and operating income of $1.0 million from the date of acquisition to December 31, 2016 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. 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 year ended December 31, 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 $ 396 Broadcast rights 1,740 Prepaid expenses and other current assets 40 Property and equipment 1,076 FCC licenses 2,180 Other intangible assets 2 Goodwill 350 Total assets acquired 5,784 Less: Broadcast rights payable (1,886 ) Less: Accrued expenses (17 ) Net assets acquired $ 3,881 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 $3.1 million and operating income of $2.7 million from the date of acquisition to December 31, 2016 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. 2015 Acquisitions CCA Effective January 1, 2015, Nexstar completed the acquisition of the outstanding equity of privately-held Communications Corporation of America (“CCA”) from SP ComCorp LLC, NexPoint Credit Strategies Fund and Highland Floating Rate Opportunities Fund and assumed CCA’s rights and obligations under its existing local service agreements with White Knight, for $278.1 million in cash. CCA and White Knight, collectively, owned 14 full power television stations in 10 markets. A deposit of $27.0 million was paid to CCA in April 2013 upon signing the stock purchase agreement. Nexstar paid the $251.1 million remaining purchase price at closing funded by a combination of cash on hand and borrowings under its senior secured credit facility. The transaction costs relating to this acquisition, including legal and professional fees, of $0.5 million and $0.7 million were expensed as incurred during the years ended December 31, 2015 and 2014, respectively. Additionally, employment charges of $0.6 million were incurred and included in the Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2015. Simultaneous with Nexstar’s acquisition of CCA, Nexstar sold the assets of CCA stations KPEJ and KMSS to Marshall for $43.3 million in cash, funded primarily by a $43.0 million deposit made in December 2014 arising from Marshall’s term loan. Nexstar also entered into local service agreements with Marshall to perform certain sales and other services for these stations. Additionally, Nexstar sold the assets of CCA station WEVV, the CBS and FOX affiliate serving the Evansville, Indiana market, to Bayou City Broadcasting Evansville, Inc. (“BCB”) for $27.4 million in cash, plus a $0.8 million cash sale of certain real estate properties previously owned by Nexstar (not acquired from CCA). Nexstar recognized a net loss on disposal of $0.5 million in connection with this transaction. There is no relationship between Nexstar and BCB or their respective stations after the sale. The above transactions allowed the Company entrance into seven new markets and created new duopolies in four markets. As discussed in Note 2, Nexstar is the primary beneficiary of the variable interests in White Knight and Marshall and has consolidated White Knight and the stations Nexstar sold to Marshall, KPEJ and KMSS, into Nexstar’s Consolidated Financial Statements beginning January 1, 2015. Accordingly, the effects of the sale between Nexstar and Marshall have been eliminated in consolidation. The consolidation of the assets and liabilities of White Knight into Nexstar resulted in a noncontrolling interest of $2.9 million, representing the residual fair value attributable to the owners of White Knight as of January 1, 2015, estimated by applying the income approach valuation technique The acquired entities’ net revenue of $107.9 million and operating income of $34.9 million during the year ended December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. KASW Effective January 29, 2015, Nexstar acquired the assets of KASW, the CW affiliate in the Phoenix, Arizona market, from Meredith Corporation and SagamoreHill of Phoenix, LLC for $70.8 million in cash. The acquisition allows Nexstar entrance into this market and the purchase price was funded through borrowings from unsecured notes and senior secured credit facility. No significant transaction costs were incurred in connection with this acquisition during the year ended December 31, 2015. KASW’s net revenue of $19.6 million and operating income of $9.3 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Yashi On February 2, 2015, Nexstar acquired the outstanding equity of Yashi, Inc. (“Yashi”), a local digital video advertising and targeted programmatic technology platform, for $33.4 million in cash. The acquisition was made to broaden Nexstar’s digital media portfolio with technologies and offerings that are complementary to Nexstar’s digital businesses and multi-screen strategies. The purchase price was funded through borrowings from unsecured notes and senior secured credit facility. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2015. Yashi’s net revenue of $18.8 million and operating loss of $3.3 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. KLAS On February 13, 2015, Nexstar acquired the outstanding equity of KLAS, LLC, the owner of television station KLAS, the CBS affiliate serving the Las Vegas, Nevada market, from Landmark Television, LLC and Landmark Media Enterprises, LLC, for $150.8 million in cash. The acquisition allows Nexstar entrance into this market and the purchase price was funded through borrowings from unsecured notes and senior secured credit facility. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during each of the years ended December 31, 2015 and 2014. KLAS’ net revenue of $32.7 million and operating income of $6.6 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Kixer Effective October 1, 2015, Lakana LLC (“Lakana”), a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of Kixer from Centrility, LLC, Keith Bonnici and Know Media, LLC for $8.5 million in cash funded by a combination of cash on hand and borrowings under Nexstar’s senior secured credit facility. The sellers could also receive up to $7.0 million in additional cash payments if certain revenue targets are met during the year 2016 in accordance with the purchase agreement (the “Earnout Payments”). As of December 31, 2015, the estimated fair value of the Earnout Payments included in the purchase price was $3.0 million. This contingent consideration payable was included in accrued expenses in the accompanying Consolidated Balance Sheet. Kixer is an advertising technology platform focused on optimizing and driving new mobile revenue streams for content publishers and this acquisition broadens Nexstar’s digital media portfolio with technologies and offerings that are complementary to its digital businesses and multi-screen strategies. Transaction costs relating to this acquisition, including legal and professional fees of $0.1 million, were expensed as incurred during the year ended December 31, 2015. Kixer’s net revenue of $1.7 million and operating income of $0.4 million from the date of acquisition to December 31, 2015 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. During 2016, the revenue targets for Kixer were met. Thus, the remaining $4.0 million Earnout Payments were recognized as expense and included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. During 2016, a total of $2.0 million was paid to the sellers under this arrangement, funded by cash on hand. The remaining obligations under the Earnout Payments were paid in 2017. Unaudited Pro Forma Information Other than Media General, the completed acquisitions during 2015, 2016 and 2017 are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma information has not been provided for these acquisitions. The following unaudited pro forma information has been presented for the periods indicated as if the acquisition of Media General and the related consolidation of VIEs had occurred on January 1, 2016 (in thousands, except per share data): Years Ended December 31, 2017 2016 Net revenue $ 2,484,214 $ 2,457,492 Income before income taxes 288,279 124,966 Net income 503,871 49,318 Net income attributable to Nexstar 503,541 46,547 Net income per common share attributable to Nexstar - basic $ 10.84 $ 0.99 Net income per common share attributable to Nexstar - diluted $ 10.52 $ 0.97 The above selected unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of results of operations in future periods or results that would have been achieved had the Company owned the acquired stations during the specified periods. Subsequent Acquisition On January 16, 2018, Nexstar completed its previously announced acquisition of the outstanding equity of LKQD Technologies, Inc. (“LKQD”) for an initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive up to a maximum of $35.0 million in cash payments if certain performance targets are met during the calendar year 2019. Transaction costs relating to this acquisition, including legal and professional fees of $0.3 million, were expensed as incurred during the year ended December 31, 2017. Due to the timing of the LKQD acquisition, certain disclosures, including the allocation of purchase price, have been omitted because the initial accounting for the business combination was incomplete as of the filing date of this Annual Report on Form 10-K. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2017 2016 Buildings and improvements 39 $ 225,183 $ 81,337 Land N/A 127,625 32,068 Leasehold improvements term of lease 29,114 9,909 Studio and transmission equipment 5-15 539,788 363,574 Computer equipment 3-5 96,487 40,255 Furniture and fixtures 7 18,876 11,516 Vehicles 5 35,211 17,340 Construction in progress N/A 21,236 7,428 1,093,520 563,427 Less: accumulated depreciation (359,382 ) (287,274 ) Property and equipment, net $ 734,138 $ 276,153 The increases in property and equipment primarily relate to business acquisitions, net of divestitures, (see Note 3), and routine purchases of equipment, less disposals. As of December 31, 2017, property under capital lease with a cost of $5.8 million and $5.2 million was included in leasehold improvements and studio and transmission equipment, respectively. As of December 31, 2016, property under capital lease with a cost of $4.0 was included in studio and transmission equipment. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 5. Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following, as of December 31 (in thousands): Estimated 2017 2016 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 1,971,170 $ (461,345 ) $ 1,509,825 $ 659,054 $ (357,704 ) $ 301,350 Other definite-lived intangible assets 1-20 193,089 (121,288 ) 71,801 89,404 (66,017 ) 23,387 Other intangible assets $ 2,164,259 $ (582,633 ) $ 1,581,626 $ 748,458 $ (423,721 ) $ 324,737 The increases in network affiliation agreements and other definite-lived intangible assets relate to Nexstar’s acquisitions, net of dispositions, as discussed in Note 3. In the fourth quarter of 2017, management reviewed the recoverability of other definite-lived intangible assets attributable to Nexstar’s digital businesses in consideration of reorganizations discussed under goodwill and intangible assets below. Based on the analysis of estimated undiscounted future pre-tax cash flows expected to result from the use of these assets, management determined that a portion of the carrying values were not recoverable. The assets’ fair values were then estimated which resulted in an impairment charge of $8.5 million. No other events or circumstances were noted in 2017 that would indicate impairment. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2017 (in thousands): 2018 $ 128,827 2019 125,303 2020 117,015 2021 114,286 2022 112,657 Thereafter 983,538 $ 1,581,626 The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2017 and 2016 are 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 and consolidation of VIEs (See Notes 2 and 3) 36,904 - 36,904 53,189 - 53,189 Impairment - (15,262 ) (15,262 ) - - - Balances as of December 31, 2016 534,557 (61,253 ) 473,304 591,945 (49,421 ) 542,524 Acquisitions and consolidations of VIEs (See Notes 2 and 3) 1,701,719 - 1,701,719 1,244,386 - 1,244,386 Nexstar Divestitures (See Note 3) (22,823 ) 2,861 (19,962 ) (19,744 ) 2,011 (17,733 ) Deconsolidation of a VIE (698 ) - (698 ) (1,539 ) (1,539 ) Impairment - (11,517 ) (11,517 ) - - - Balances as of December 31, 2017 $ 2,212,755 $ (69,909 ) $ 2,142,846 $ 1,815,048 $ (47,410 ) $ 1,767,638 As discussed in Note 2—Intangible Assets, Net, the Company early adopted (during the year 2017) ASU No. 2017-04 which simplified the measurement of goodwill impairment tests. Under ASU 2017-04, the annual, or interim, goodwill impairment test is now performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Following Nexstar’s merger with Media General in January 2017, the Company’s broadcast operations increased from 60 television station markets to 100 television station markets. Also, the Company’s digital businesses increased from two reporting units to four reporting units. Historically, the Company considered each television station market as a reporting unit for purposes of goodwill and FCC license impairment testing because management views, manages and evaluates its stations on a market basis. During the first quarter of 2017 (in connection with the merger), the Company reorganized its organizational structure to focus on the overall broadcast business and the overall digital business. This change allowed the aggregation of television station markets into one broadcast business reporting unit. The reporting units within the Company’s digital business are not economically similar, and therefore, not aggregated. Because of the change in the broadcast business’ organizational structure, the Company evaluated the goodwill immediately prior to the reorganization, using the one-step qualitative analysis approach, and concluded that there was no impairment on its broadcast business. The aggregate goodwill of each television station market was then assigned to the single broadcast business reporting unit. The Company’s impairment tests for FCC license remained at the television station market level. In the fourth quarter of 2017, the Company performed its annual impairment tests on goodwill and legacy FCC licenses attributable to its broadcast business, using the one-step quantitative approach, resulting in no impairment charge. With respect to FCC licenses that were newly acquired and consolidated through merger with Media General, the Company performed its annual impairment tests using the qualitative analysis approach and concluded that it was more likely than not that their fair values would sufficiently exceed the carrying amounts. In 2016, management elected to perform its annual impairment tests on goodwill and FCC licenses attributable to its broadcast business using the qualitative analysis approach by market and concluded that it was more likely than not that the fair value of the reporting units and the fair value of FCC licenses would sufficiently exceed their respective carrying amounts. In the fourth quarter of 2017, the Company reorganized its digital businesses which reduced the reporting units from four to three. Because of this change, and as a result of shortfalls from operating forecasts and increased levels of competition, the Company evaluated the goodwill of the reporting units immediately prior to the reorganization and after the reorganization, using the one-step quantitative analysis approach. The Company’s analyses resulted in total impairment charges of $11.5 million. The goodwill of digital businesses, after the impairment charge, was allocated to the new reporting units using the relative fair value method. As of December 31, 2017, the total remaining goodwill of digital businesses was $19.9 million. The one-step quantitative analyses was performed using a combination of a discounted cash flows analysis and other valuation techniques, including the following key assumptions: (i) compound annual growth rate ranging from 5.0% to 11.3% based on management projections and industry trends, (ii) operating profit margins in the initial year ranging from (2.0)% to 10% driven by planned development activities, increasing to 4.7% to 20.0% reflecting a mature operating model, (iii) discount rate of 15.5% based on an analysis of digital media companies, (iv) income tax rate of 21.0% to 28.7% based on statutory federal and blended state tax rates, and (v) terminal growth rate of 2.5% based on a mature company in the digital media industry. In 2016, management elected to perform the two-step quantitative impairment tests on its two digital reporting units due to operating losses, industry-wide margin compression and lower short-term future earnings expectations. As a result of these reviews, the Company recognized total impairment charges of $15.3 million. As of December 31, 2016, the total remaining goodwill of the Company’s digital businesses was $23.6 million. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following, as of December 31 (in thousands): 2017 2016 Compensation and related taxes $ 44,775 $ 20,713 Network affiliation fees 68,197 30,153 Other 46,309 20,449 $ 159,281 $ 71,315 The increases in accrued expenses primarily relates to increased number of television stations and employees arising from business acquisitions, net of divestitures, (see Note 3). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consisted of the following, as of December 31 (in thousands): 2017 2016 Term loans, net of financing costs and discount of $57,547 and $6,592, respectively $ 2,791,875 $ 662,206 Revolving loans 3,000 2,000 6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295 - 520,705 6.125% Senior unsecured notes due 2022, net of financing costs of $1,992 and $2,402, respectively 273,008 272,598 5.875% Senior unsecured notes due 2022, plus premium of $8,102 408,102 - 5.625% Senior unsecured notes due 2024, net of financing costs of $13,525 and $15,090, respectively 886,475 884,910 4,362,460 2,342,419 Less: current portion (92,808 ) (28,093 ) $ 4,269,652 $ 2,314,326 Nexstar Senior Secured Credit Facility In January 2017, Nexstar borrowed a $2.518 billion senior secured Term Loan B, issued at 99.49%, due January 17, 2024 and a $293.9 million senior secured Term Loan A, issued at 99.34%, due January 17, 2022. The proceeds from these loans were primarily used to finance the cash consideration of Nexstar’s merger with Media General (see Note 3) and to refinance Nexstar’s then existing Term Loan B and Term Loan A with outstanding principal balances of $256.2 million and $135.4 million, respectively. In January 2017, Nexstar also issued a $169.0 million revolving loan commitment, maturing on January 17, 2022, of which no amount was drawn. This facility replaced Nexstar’s previous revolving loan commitment. In July 2017, Nexstar amended its senior secured credit facility. The main provisions of the amendment included an additional $456.0 million in Term Loan A borrowings, issued at 99.16%, the proceeds of which were used to repay Nexstar’s outstanding Term Loan B with a principal balance of $454.4 million, a reduction in the applicable margin portion of interest rates by 50 basis points for Term Loan A, Term Loan B and revolving credit facility, and an extension of the maturity date of Nexstar’s Term Loan A and revolving credit facility to July 19, 2022. As of December 31, 2017, Nexstar’s Term Loan B and Term Loan A, net of financing costs and discounts, had balances of $1.782 billion and $711.0 million, respectively. As of December 31, 2016, Nexstar’s Term Loan B and Term Loan A, net of financing costs and discounts, had balances of $252.7 million and $134.7 million, respectively. No amounts were outstanding under the revolving credit facility as of each of the years then ended. Through December 2017, Nexstar prepaid a total of $235.0 million in principal balance under its Term Loan B, funded by cash on hand. In April 2017, Nexstar prepaid $25.0 million under its Term Loan A, funded by cash on hand. During the year ended December 31, 2017, Nexstar repaid scheduled maturities of $9.1 million of its term loans. The refinancing of loans and prepayments of debt during 2017 resulted in loss on extinguishment of debt of $10.4 million, representing the write-off of unamortized debt financing costs and debt discounts. Interest rates are selected at Nexstar’s option and the applicable margin is adjusted quarterly as defined in Nexstar’s amended credit agreement. The interest rate of Nexstar’s Term Loan A was 3.56% and 2.6% as of December 31, 2017 and 2016, respectively, and the interest rate of Nexstar’s Term Loan B was 4.06% and 3.75% as of December 31, 2017 and 2016, respectively. The interest rate on Nexstar’s revolving credit facility were 3.56% and 2.6% as of December 31, 2017 and 2016, respectively. Interest is payable periodically based on the type of interest rate selected. Additionally, Nexstar is required to pay quarterly commitment fees on the unused portion of its revolving loan commitment of 0.5% per annum. Refer to Note 18 for subsequent events of Nexstar’s senior secured credit facility. Mission Senior Secured Credit Facility In January 2017, Mission borrowed a $232.0 million senior secured Term Loan B, issued at 99.50%, due January 17, 2024. The proceeds from this loan were primarily used to refinance Mission’s then existing Term Loan B with an outstanding principal balance of $225.9 million. In January 2017, Mission also issued a $3.0 million revolving loan commitment, maturing on January 17, 2022, of which no amount was drawn. This facility replaced Mission’s previous revolving loan commitment. The loan refinancing resulted in loss on extinguishment of debt of $2.1 million, representing the write-off of unamortized debt financing costs and debt discounts. In July 2017, Mission amended its senior secured credit facilities. The main provisions of the amendment included a reduction in the applicable margin portion of interest rates by 50 basis points for Term Loan B and revolving credit facility, and an extension of the maturity date of Mission’s revolving credit facility to July 19, 2022. As of December 31, 2017 and 2016, Mission’s Term Loan B, net of financing costs and discounts, had balances of $225.7 million and $223.8 million, respectively, and none outstanding under its revolving credit facility as of each of the years then ended. During the year ended December 31, 2017, Mission repaid scheduled maturities of $1.2 million of its Term Loan B. Terms of the Mission senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar senior secured facility described above. Interest rates are selected at Mission’s option and the applicable margin is adjusted quarterly as defined in Mission’s amended credit agreement. The interest rate of Mission’s Term Loan B was 4.06% and 3.75% as of December 31, 2017 and 2016, respectively. The interest rate on Mission’s revolving loans was 3.56% and 2.6% as of December 31, 2017 and 2016, respectively. Marshall Senior Secured Credit Facility In January 2017, Marshall borrowed a $51.3 million senior secured Term Loan A, issued at 99.25%, due June 28, 2018 and used all of its commitment under the revolving credit facility and borrowed $3.0 million, also due on June 28, 2018. The proceeds from these loans were primarily used to refinance Marshall’s then existing Term Loan A with an outstanding principal balance of $51.3 million and revolving loans with an outstanding principal balance of $2.0 million. The loan refinancing resulted in loss on extinguishment of debt of $0.2 million, representing the write-off of unamortized debt financing costs and debt discounts. In July 2017, Marshall amended its senior secured credit facility which reduced the applicable margin portion of interest rates by 50 basis points for Term Loan A and outstanding revolving loans. During the year ended December 31, 2017, Marshall repaid $1.3 million scheduled maturities of its Term Loan A. Terms of the Marshall senior secured credit facility, except for the repayment and maturity, are the same as the terms of the Nexstar senior secured credit facility described above. Interest rates are selected at Marshall’s option and the applicable margin is adjusted quarterly as defined in Marshall’s amended credit agreement. The interest rate on Marshall’s Term Loan A and revolving credit facility was 3.56% and 2.6% as of December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, Marshall’s Term Loan A, net of financing costs and discounts, had balances of $49.6 million and $51.1 million, respectively, and $3.0 million and $2.0 million outstanding under its revolving credit facility as of each of the years then ended. As of December 31, 2017, all of Marshall’s outstanding debt are classified as current liabilities in the accompanying Consolidated Balance Sheet. Shield Senior Secured Credit Facility In connection with Nexstar’s merger with Media General, Nexstar consolidated Shield’s new senior secured credit facility with a Term Loan A principal balance of $24.8 million due January 17, 2022. In July 2017, Shield amended its senior secured credit facility. The main provision of the amendments included a reduction in the applicable margin portion of interest rates by 50 basis points for Term Loan A and an extension of the loan’s maturity date to July 19, 2022. During the year ended December 31, 2017, Shield repaid $0.6 million scheduled maturities of its Term Loan A. Terms of the Shield senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar senior secured credit facility described above. Interest rates are selected at Shield’s option and the applicable margin is adjusted quarterly as defined in Shield’s amended credit agreement. The interest rate on Shield’s Term Loan A was 3.56% as of December 31, 2017. As of December 31, 2017, Shield’s Term Loan A, net of financing costs and discounts, had a balance of $23.8 million. Unused Commitments and Borrowing Availability The Company had $172.0 million of total unused revolving loan commitments under the respective Nexstar, Mission and Marshall senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of December 31, 2017. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of December 31, 2017, the Company was in compliance with its financial covenants. On January 16, 2018, Nexstar borrowed $44.0 million revolving loans to partially fund its acquisition of LKQD (see Note 3). On February 16, 2018, Nexstar repaid $20.0 million of the outstanding principal balance under its revolving credit facility, funded by cash on hand. 5.875% Notes As part of Nexstar’s merger with Media General on January 17, 2017, Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 previously issued by LIN TV. The 5.875% Notes will mature on November 15, 2022. Interest on the 5.875% Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 5.875% Notes were issued pursuant to an Indenture, dated as of November 5, 2014 (the “5.875% Indenture”). The 5.875% Notes are senior unsecured obligations of Nexstar and certain of Nexstar’s future 100% owned subsidiaries, subject to certain customary release provisions. The 5.875% Notes are senior obligations of Nexstar but junior to the secured debt, to the extent of the value of the assets securing such debt. The 5.875% Notes rank equal to the 5.625% Notes and the 6.125% Notes. At any time on or after November 15, 2017, Nexstar may redeem the 5.875% Notes, in whole or in part, at the redemption prices set forth in the 5.875% Indenture. At any time before August 1, 2019, Nexstar may also redeem the 5.875% Notes at 105.875% of the aggregate principal amount at a redemption price, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings, provided that (1) at least $200.0 million aggregate principal amount of 5.875% Notes issued under the 5.875% Indenture remains outstanding after each such redemption and (2) the redemption occurs within 90 days after the closing of the note offering. Upon the occurrence of a change of control (as defined in the 5.875% Indenture), each holder of the 5.875% Notes may require Nexstar to repurchase all or a portion of the 5.875% Notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 5.875% Indenture contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) make certain restricted payments, (3) consummate specified asset sales, (4) enter into transactions with affiliates, (5) create liens, (6) pay dividends or make other distributions, (7) repurchase or redeem capital, (8) merge or consolidate with another person and (9) enter new lines of business. The 5.875% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the 5.875% Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments, certain events of bankruptcy and insolvency and any guarantee of the 5.875% Notes that ceases to be in full force and effect with certain exceptions specified in the 5.875% Indenture. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the notes to be due and payable. 5.625% Notes On July 27, 2016, Nexstar Escrow Corporation, a wholly-owned subsidiary of Nexstar, completed the issuance and sale of $900.0 million of 5.625% Notes at par. The gross proceeds of the 5.625% Notes, plus Nexstar’s pre-funded interests, were deposited in a segregated escrow account which could not be utilized until certain conditions were satisfied. On January 17, 2017, Nexstar completed its merger with Media General. Thus, the proceeds of the 5.625% Notes plus the pre-funded interests deposited therein were released to Nexstar. The 5.625% Notes also became the senior unsecured obligations of Nexstar, guaranteed by Mission and certain of Nexstar’s and Mission’s future wholly-owned subsidiaries, subject to certain customary release conditions. The 5.625% Notes will mature on August 1, 2024. Interest on the 5.625% Notes is payable semiannually in arrears on February 1 and August 1 of each year. The 5.625% Notes were issued pursuant to an Indenture, dated as of July 27, 2016 (the “5.625% Indenture”). The 5.625% Notes are senior unsecured obligations of Nexstar and are guaranteed by Mission and certain of Nexstar’s and Mission’s future 100% owned subsidiaries, subject to certain customary release provisions. The 5.625% Notes are senior obligations of Nexstar and Mission but junior to the secured debt to the extent of the value of the assets securing such debt. The 5.625% Notes rank equal to the 5.875% Notes and the 6.125% senior unsecured notes due 2022 (“6.125% Notes”). Nexstar has the option to redeem all or a portion of the 5.625% Notes at any time prior to August 1, 2019 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after August 1, 2019, Nexstar may redeem the 5.625% Notes, in whole or in part, at the redemption prices set forth in the 5.625% Indenture. At any time prior to August 1, 2019, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 105.625%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings. Upon the occurrence of a change in control (as defined in the 5.625% Indenture), each holder of the 5.625% Notes may require Nexstar to repurchase all or a portion of the 5.625% Notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 5.625% Indenture contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates. The 5.625% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes to be due and payable. In 2016, Nexstar recorded $15.7 million in legal, professional and underwriting fees related to the issuance of the 5.625% Notes, which were recorded as debt finance costs and are being amortized over the term of the 5.625% Notes. Debt financing costs are netted against the carrying amount of the related debt. 6.125% Senior Unsecured Notes On January 29, 2015, Nexstar completed the issuance and sale of $275.0 million 6.125% Notes at par. The 6.125% Notes will mature on February 15, 2022. Interest on the 6.125% Notes is payable semiannually in arrears on February 15 and August 15 of each year commencing on August 15, 2015. The 6.125% Notes were issued pursuant to an Indenture, dated as of January 29, 2015 (the “6.125% Indenture”). The 6.125% Notes are senior unsecured obligations of Nexstar and are guaranteed by Mission and certain of Nexstar’s and Mission’s future 100% owned subsidiaries, subject to certain customary release provisions. The 6.125% Notes are senior obligations of Nexstar and Mission but junior to the secured debt, including the Nexstar Facility, the Mission Facility and the Marshall Facility to the extent of the value of the assets securing such debt. The 6.125% Notes rank equal to the 6.875% Notes. Nexstar has the option to redeem all or a portion of the 6.125% Notes at any time prior to February 15, 2018 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus applicable premium as of the date of redemption. At any time on or after February 15, 2018, Nexstar may redeem the 6.125% Notes, in whole or in part, at the redemption prices set forth in the 6.125% Indenture. At any time before February 15, 2018, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 106.125%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from equity offerings. Upon the occurrence of a change in control (as defined in the 6.125% Indenture), each holder of the 6.125% Notes may require Nexstar to repurchase all or a portion of the 6.125% Notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 6.125% Indenture contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries; prepay, redeem or repurchase certain indebtedness and (7) engage in transactions with affiliates. The 6.125% Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 6.125% Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the 6.125% Notes to be due and payable. In 2015, Nexstar recorded $3.0 million in legal, professional and underwriting fees related to the issuance of the 6.125% Notes, which were recorded as debt finance costs and amortized over the term of the 6.125% Notes. Debt financing costs are netted against the carrying amount of the related debt. 6.875% Senior Unsecured Notes On November 9, 2012, Nexstar completed the issuance and sale of $250.0 million 6.875% Notes at par. On October 1, 2013, Nexstar completed the sale and issuance of $275.0 million 6.875% Notes at 100.25%, plus accrued interest from May 15, 2013. On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Notes at a redemption price equal to 103.438% of the principal plus any accrued and unpaid interest, also funded by new borrowings described above. This transaction resulted in a loss on extinguishment of debt of $22.2 million, representing premiums paid to retire the notes and write-off of unamortized debt financing costs and debt premium. Collateralization and Guarantees of Debt The Company’s credit facilities described above 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, Marshall and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital, LLC, a wholly-owned subsidiary of Nexstar (“Nexstar Digital”), are guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 6.125% Notes and the 5.625% Notes but does not guarantee Nexstar’s 5.875% Notes. Nexstar Digital does not guarantee any of the notes. Marshall and Shield are not guarantors of any debt within the group. In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2018 and 2027) are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.50 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission, Marshall and Shield amended credit agreements do not contain financial covenant ratio requirements but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of December 31, 2017, the Company was in compliance with its financial covenants. Fair Value of Debt The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows, as of December 31 (in thousands): 2017 2016 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 2,791,875 $ 2,852,199 $ 662,206 $ 665,750 Revolving loans (1) 3,000 2,985 2,000 1,969 6.875% Senior unsecured notes (2) - - 520,705 543,375 6.125% Senior unsecured notes (2) 273,008 284,625 272,598 284,625 5.875% Senior unsecured notes (2) 408,102 415,500 - - 5.625% Senior unsecured notes (2) 886,475 925,875 884,512 893,250 (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 Nexstar’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. Debt Maturities The scheduled maturities of the Company’s debt, excluding the unamortized discount and premium and certain debt financing costs, as of December 31, 2017 are summarized as follows (in thousands): 2018 $ 92,807 2019 43,528 2020 61,663 2021 96,184 2022 1,224,536 Thereafter 2,908,704 $ 4,427,422 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | 8. Retirement As part of Nexstar’s merger with Media General (See Note 3), Nexstar assumed Media General’s pension and postretirement obligations which were remeasured at fair value on January 17, 2017. As a result, Nexstar now has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees of Media General prior to its merger with Nexstar As of the merger closing date, the projected benefit obligation of the retirement plans was approximately $562.2 million and the plan assets at fair value were approximately $394 million resulting in a liability for retirement plans of $108 million (included in other noncurrent liabilities). In addition, the other postretirement liabilities totaled approximately $22.6 million (included in other noncurrent liabilities). The Company uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”). The Company recognizes the underfunded status of these plans liabilities on its balance sheet. The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation. Changes in the funded status are recognized in other comprehensive income and amortized into comprehensive income over a five year term. Benefit Obligations The following table provides a reconciliation of the changes in the plans’ benefit obligations for the period January 17, 2017 to December 31, 2017 (in thousands) Pension Benefits OPEB Change in benefit obligation: Benefit obligation at January 17, 2017 $ 562,197 $ 22,601 Service cost - 22 Interest cost 14,981 695 Participant contributions - 48 Plan settlements (40,235 ) - Divestiture transfer (60,032 ) - Actuarial gain 11,301 1,431 Benefit payments (27,350 ) (1,423 ) Benefit obligation at end of year $ 460,862 $ 23,374 As of December 31, 2017, the pension benefit obligation includes $404.3 million that is substantially funded by plan assets. These plan assets cover approximately 94% of the benefit obligation. Upon the consummation of the Media General transaction, approximately $60 million of the benefit obligation related to the Company's retirement plan was transferred to Graham Media Group, Inc., as part of the Media General Divestitures discussed in Note 3. Unless required, the Company’s policy is to fund benefits under the Media General supplemental executive retirement, ERISA Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2017, the benefit obligation related to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $56.5 million. In December 2017, the Company offered terminated vested participants of the legacy Media General Retirement Plan an opportunity to receive a lump sum payout in settlement of their retirement plan liability. Approximately one third of the roughly 2,200 participants elected to do so, resulting in $39.0 million in payouts from plan assets. The Company recognized an immediate gain of $1.2 million in 2017 related to this settlement and is included as an offset against pension expense in the Consolidated Statements of Operations and Comprehensive Income. The Plans’ benefit obligations were determined using the following assumptions: Pension Benefits OPEB Discount rate 3.39% to 3.51% 3.30% to 3.53% Compensation increase rate - 3.00 % The Company utilizes a spot rate approach for the calculation of interest on its benefit obligations. The Company updated its mortality table assumptions for the improvement scale in 2017. A 5.4% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2017. This rate was assumed to decrease gradually each year to a rate of 4.5% in 2023 and remain at that level thereafter. These rates have an effect on the amounts reported for the Company’s postretirement obligations. A one percentage-point change in the assumed health care trend rates would increase or decrease the Company’s accumulated postretirement benefit obligation by approximately $6.3 million to $5.5 million, respectively, and it would increase or decrease the Company’s net periodic cost by approximately $0.2 million to $0.2 million, respectively. Plan Assets The following table provides a reconciliation of the changes in the fair value of the Plans’ assets for the for the period January 17, 2017 to December 31, 2017 (in thousands): Pension Benefits OPEB Change in plan assets: Fair value of plan assets at beginning of period $ 394,526 $ - Actual return on plan assets 49,853 - Employer contributions 4,661 1,375 Participant contributions - 48 Plan settlements (40,235 ) - Benefit payments (27,350 ) (1,423 ) Fair value of plan assets at end of year $ 381,455 $ - Under the fair value hierarchy, $57.6 million of the Company’s retirement plan assets as of December 31, 2017 fall under Level 1 (quoted prices in active markets). The Company also utilizes common collective trust funds as the remaining investment vehicle for its defined benefit plans. A Common Collective Trust Fund is a pooled fund operated by a bank or trust company for investment of the assets of various organizations and individuals in a well-diversified portfolio. Investments in Common Collective Trust Funds are stated at the fair value as determined by the issuer based on the fair value of the underlying investments (Net Asset Value or “NAV”). As of December 31, 2017, $323.8 million of the plan assets were measured at NAV. The asset allocation for the Company’s funded retirement plans at the end of 2017, and the asset allocation range for 2018, by asset category, are as follows: Asset Allocation Percentage of Plan Assets at Year End Asset Category 2018 2017 Equity securities 40% 37% Fixed income securities/cash 60% 62% Other 1% Total 100% As the plan sponsor of the funded retirement plans, the Company’s investment strategy is to achieve a rate of return on the plans’ assets that, over the long-term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plans’ returns is the asset allocation policy. The Company’s investment policy provides ranges (3-23% U.S. large cap equity, 0-13% U.S. small/mid cap equity, 0-19% international/global equity, 0-17% other equity, 50-70% fixed income and 0-10% cash) for the plans’ long-term asset mix. The Company periodically (at least annually) reviews and rebalances the asset mix if necessary. The Company also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes. The plans’ investment policy is reviewed frequently and administered by an investment consultant. Periodically, the Company evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the defined objectives, similarly invested portfolios and specific market indices. The policy contains general guidelines for prohibited transactions such as: • borrowing of money • purchase of securities on margin • short sales • pledging any securities except loans of securities that are fully-collateralized • purchase or sale of futures or options for speculation or leverage Restricted transactions include: • purchase or sale of commodities, commodity contracts or illiquid interests in real estate or mortgages • purchase of illiquid securities such as private placements • use of various futures and options for hedging or for taking limited risks with a portion of the portfolio’s assets Investments in Common Collective Trust Funds do not have any unfunded commitments, and do not have any applicable liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business days’ notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as follows: • Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total return performance of their respective benchmarks in both the U.S. and International markets. • Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective benchmarks. • Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks. Funded Status The following table provides a statement of the funded status of the plans at December 31, 2017 (in thousands): Pension Benefits OPEB Amounts recorded in the balance sheet: Current liabilities $ (3,714 ) $ (1,882 ) Noncurrent liabilities (75,693 ) (21,492 ) Funded status $ (79,407 ) $ (23,374 ) The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Pension Benefits OPEB January 17, 2017 $ - $ - Actuarial gain (loss) 9,733 (1,433 ) December 31, 2017 $ 9,733 $ (1,433 ) The estimated net loss for the other postretirement benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2018 is $44 thousand. There is no prior service cost or transition obligation recognized in accumulated other comprehensive income. Expected Cash Flows The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Pension Benefits OPEB Employer Contributions 2018 to participant benefits $ 3,714 $ 1,882 Expected Benefit Payments 2018 $ 29,163 $ 1,882 2019 29,904 1,862 2020 29,596 1,839 2021 29,408 1,801 2022 29,155 1,788 2023-2027 142,107 8,271 Net Periodic Cost The following table provides the components of net periodic benefit cost for the Plans for the period January 17, 2017 to December 31, 2017 (in thousands): Pension Benefits OPEB Service cost $ - $ 22 Interest cost 14,981 695 Expected return on plan assets (27,658 ) - Settlement gain recognized (1,160 ) - Net periodic benefit cost (benefit) $ (13,837 ) $ 717 The Company anticipates recording an aggregate net periodic benefit of $11.8 million for its pension and other benefits in 2018, as the expected return on plan assets exceeds estimated interest cost. An interest crediting rate of 1.85% was assumed for 2017 to determine net periodic costs for LIN TV’s supplemental retirement plan. This rate is assumed to increase to 2.3% in 2018 and to 3.5% thereafter compounded annually. The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Pension Benefits OPEB Discount rate 3.87 % 3.80 % Expected return on plan assets 7.25 % - Compensation increase rate - 3.00 % The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital market scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the portfolio based on the current asset allocation. Defined Contribution Plans The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “Plans”). The Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the Plans may be made at the discretion of management of the Company. During the years ended December 31, 2017, 2016 and 2015, Nexstar contributed $4.2 million, $1.6 million and $1.3 million, respectively, to the Plans. The Company also sponsors a Supplemental 401(k) plan as previously described. The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, were eligible. The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company for these plans for 2017 is nominal. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to 10 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders. Holders of Class C common stock have no voting rights. The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis. The Nexstar Facility provides limits on the amounts of dividends the Company may pay to stockholders over the term of the Nexstar Credit Agreement. Pursuant to Nexstar’s dividend policy, the board of directors declared in 2017, 2016 and 2015 total annual cash dividends of $1.20 per share, $0.96 per share and $0.76 per share, respectively, with respect to the outstanding shares of common stock. The dividends were paid in equal quarterly installments. On June 12, 2017, Nexstar announced that its Board of Directors had approved an increase in the Company’s share repurchase authorization to repurchase up to an additional $100 million of its Class A common stock. The Board of Directors’ prior authorization in August 2015 to repurchase the Company’s Class A common stock up to $100 million was depleted due to shares repurchased during the second quarter of 2017. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that is required to be repurchased and the repurchase program may be suspended or discontinued at any time without prior notice. In 2017 and 2015, Nexstar repurchased a total of 1,689,132 shares and 1,010,565 shares, respectively, of Class A common stock for $99.0 million and $48.7 million, respectively, funded by cash on hand. During the years ended December 31, 2017, 2016 and 2015, 680,511 shares, 116,821 shares and 17,000 shares, respectively, of Class A common stock were reissued from treasury in connection with stock option exercises and vesting of restricted stock units. In connection with the acquisition of Media General, Nexstar issued 15,670,094 shares of Class A common stock and reissued 560,316 shares of Class A common stock from treasury. See Note 3 for additional information. On February 1, 2018, the board of directors declared a quarterly dividend for 2018 beginning in the first quarter. See Note 18 for additional information. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Plans | 10. Stock-Based Compensation Plans Stock-Based Compensation Expense The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated using the Black-Scholes option-pricing model. The compensation cost related to restricted stock units is based on the market price of the stock on the date of the award. The fair value of the stock options and restricted stock units, less estimated forfeitures, is recognized ratably over their respective vesting periods. In 2017, Nexstar granted 1,086,250 restricted stock units and 228,438 stock options. In 2016, Nexstar granted 33,750 restricted stock units and no stock options. In 2015, Nexstar granted 200,000 options and 210,000 restricted stock units. The assumptions used in calculating the fair values of options granted during the years ended December 31, 2017 and 2015 were as follows: 2017 2015 Expected volatility 32.4% to 47.7% 86.3% Risk-free interest rates 0.5% to 2.2% 1.6% Expected life 0.2 to 7 years 7 years Dividend yields 1.9% 1.6% Weighted-average grant date fair value per share $ 46.85 $ 31.45 The expected volatility assumptions used for stock option grants were based on Nexstar’s historical volatility rates over a period approximating the expected life of the options. The expected term assumption is calculated utilizing Nexstar’s historical exercise and post-vesting cancellation experience combined with expectations developed over outstanding options. The risk-free interest rates used are based on the daily U.S. Treasury yield curve rate in effect at the time of the grant having a period commensurate with the expected term assumption. The expected dividend yield is based on the current annual dividend divided by the stock price on the date of grant. The Company recognized stock-based compensation expense of $24.1 million, $11.4 million and $11.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, there was $56.0 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options and restricted stock units, expected to be recognized over a weighted-average period of 2.89 years. Stock-Based Compensation Plans Nexstar has two stock-based compensation plans that provide for the granting of stock options, stock appreciation rights, restricted stock and performance awards to directors, employees or consultants of Nexstar: the 2015 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 11, 2015 (the “2015 Plan”) and the 2012 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on September 26, 2012 (the “2012 Plan”). A maximum of 2,500,000 shares and 1,500,000 shares of Nexstar’s Class A common stock can be issued under the 2015 Plan and the 2012 Plan, respectively. No new awards are granted under equity incentive plans prior to these plans but any unissued available shares can be issued under the 2012 Plan. Under Nexstar’s equity incentive plans, options to purchase 1,960,459 shares of Nexstar’s Class A common stock were outstanding and 1,140,125 restricted stock units were unvested as of December 31, 2017. Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant, vest over a range of four to five years and expire ten years from the date of grant. Except as otherwise determined by the compensation committee or with respect to the termination of a participant’s services in certain circumstances, including a change of control, no option may be exercised within six months of the date of the grant. Upon the employee’s termination, all nonvested options are forfeited immediately and any unexercised vested options are cancelled from 30 to 180 days following the termination date. The restricted stock units vest over a range of two to four years from the date of the award. All unvested restricted stock units are forfeited immediately upon the employee’s termination for any reason other than change of control. Nexstar utilizes any available treasury stock or issues new shares of its Class A common stock when options are exercised or restricted stock units vest. The following table summarizes stock award activity and related information for all of Nexstar’s Equity Plans for the year ended December 31, 2017: Outstanding Options Non-Vested Options Restricted Stock Units Weighted- Weighted- Average Aggregate Weighted- Weighted- Shares Average Remaining Intrinsic Average Average Available Exercise Contractual Value (1) Grant-Date Unvested Grant-Date for Grant Shares Price Term (Years) (thousands) Shares Fair Value Shares Fair Value Balances as of December 31, 2016 2,511,625 2,376,500 $ 21.56 5.38 99,197 498,750 $ 31.79 188,000 $ 46.33 Increase in available for grant associated with the merger (Note 3) 228,452 - $ - - $ - - $ - Replacement stock options granted in connection with the merger (Note 3) (228,438 ) 228,438 $ 16.53 228,438 $ 46.85 - $ - Restricted stock units awarded (1,086,250 ) - $ - - $ - 1,086,250 $ 63.99 Exercised - (621,506 ) $ 13.12 - $ - - - Vested - - $ - (448,924 ) $ 39.17 (62,687 ) $ 46.14 Forfeited/cancelled 94,411 (22,973 ) $ 35.75 (21,389 ) $ 38.28 (71,438 ) $ 60.96 Balances as of December 31, 2017 (2) 1,519,800 1,960,459 $ 23.48 5.06 $ 107,273 256,875 $ 31.75 1,140,125 $ 62.25 Exercisable as of December 31, 2017 1,703,584 $ 20.02 4.85 $ 99,113 Fully vested and expected to vest as of December 31, 2017 1,959,185 $ 23.47 5.06 $ 107,234 (1) Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $78.20 on December 31, 2017, and the stock option exercise prices multiplied by the number of options outstanding. (2) Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally, 7,987 shares associated with the merger replacement stock options were unused. For the years ended December 31, 2017, 2016 and 2015, the aggregate intrinsic value of options exercised, on their respective exercise dates, was $34.1 million, $2.3 million and $22.8 million, respectively. For the years ended December 31, 2017, 2016 and 2015, the aggregate fair value of options vested was $17.6 million, $9.0 million and $8.0 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2017 2016 2015 Current tax expense (benefit): Federal $ 190,743 $ 12,054 $ (108 ) State 38,499 10,927 5,120 229,242 22,981 5,012 Deferred tax (benefit) expense: Federal (438,281 ) 53,094 43,772 State (24,904 ) 1,497 (97 ) (463,185 ) 54,591 43,675 Income tax (benefit) expense $ (233,943 ) $ 77,572 $ 48,687 The income tax expense differs from the amount computed by applying the statutory federal income tax rate of 35% to the income before income taxes. The sources and tax effects of the differences were as follows, for the years ended December 31 (in thousands): 2017 2016 2015 Income tax expense at 35% statutory federal rate $ 84,476 $ 59,735 $ 43,774 State and local taxes, net of federal benefit 10,676 7,697 3,315 Nondeductible compensation 6,375 709 652 Nontaxable proceeds on station divestiture (9,146 ) - - Nondeductible earnout payments - 1,415 - Nondeductible acquisition costs 3,901 12 251 Nondeductible meals and entertainment 1,546 504 417 Nondeductible goodwill impairment 3,577 5,276 - Domestic production activities deduction (11,178 ) - - Excess tax benefit on stock-based compensation (8,106 ) - - Disposition of nondeductible goodwill 3,279 - - Impact of federal tax rate reduction (322,193 ) - - Change in beginning of year valuation allowance 1,635 - - Other 1,215 2,224 278 Income tax (benefit) expense $ (233,943 ) $ 77,572 $ 48,687 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment. The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense. As a result of these provisions of the Act, the Company’s deduction related to executive compensation and interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements under ASC 740, however in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. In accordance with SAB 118, the Company has recorded a provisional estimated income tax benefit of $322.2 million for the year ended December 31, 2017 related to the remeasurement of the Company’s net deferred tax liability and other effects of the Act. As a result of the adoption of the Act, the Company remeasured the net deferred tax liability at the reduced federal corporate income tax rate. The remeasurement of the net deferred tax liability reflected in the financial statements is a provisional estimate as we are still analyzing the impact of certain provisions of the Act and refining our calculations which could impact the remeasurement of the net deferred tax liability. The Company also evaluated the future deductibility of executive compensation due to the Act’s elimination of the performance-based compensation exception and the modification of the definition of a covered employee subject to the executive compensation limitation. The Act provided transition relieve for written, binding contracts in place prior to November 2, 2017 related to executive compensation, that have not been modified in any material respect. The Act’s impact on the future deductibility of executive compensation reflected in the financial statements is a provisional estimate as additional guidance is needed to fully determine the impact of these provisions. Additionally, the Company evaluated the state conformity to the Act for states in which the Company operates. The financial statements reflect a provisional estimate related to state conformity to the Act as additional guidance is needed to determine the state impact of certain deduction claimed at the federal level. The Company will recognize any change to the provisional estimates as it refines the accounting for the impact of the Act. The Company expects to complete its analysis of the provisional items during the second half of 2018. The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 51,802 $ 26,657 Compensation 15,574 14,308 Rent 2,173 3,197 Transaction costs - 8,238 Pension 28,033 - Other 12,732 7,348 Total deferred tax assets 110,314 59,748 Valuation allowance for deferred tax assets (2,155 ) - Total deferred tax assets 108,159 59,748 Deferred tax liabilities: Property and equipment (72,423 ) (15,882 ) Other intangible assets (312,460 ) (35,628 ) Goodwill (31,062 ) (35,780 ) FCC licenses (305,293 ) (98,494 ) Other (4,854 ) (13 ) Total deferred tax liabilities (726,092 ) (185,797 ) Net deferred tax liabilities $ (617,933 ) $ (126,049 ) As of December 31, 2017, the Company had a valuation allowance related to deferred tax assets of $2.2 million which were not likely to be realized, an increase of $2.2 million from December 31, 2016. During the year ended December 31, 2017, our valuation allowance increased primarily due to the Company’s belief, based upon consideration of the positive and negative evidence, that certain deferred tax assets related to one of the VIEs were not likely to be realized. Additionally, our valuation allowance increased $0.5 million for deferred tax assets acquired in 2017 which the Company believes, based upon consideration of the positive and negative evidence, are not likely to be realized. As of December 31, 2017, the Company's reserve for uncertain tax positions totaled approximately $23.3 million. For the years ended December 31, 2017, 2016, and 2015 there were $23.3 million, $3.7 million and $3.7 million of gross unrecognized tax benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2017 2016 2015 Uncertain tax position liability at the beginning of the year $ 3,677 $ 3,677 $ 3,677 Increases resulting from merger transaction 22,605 - - Increases related to tax positions taken during the current period 1,847 - - Decreases related to tax positions taken during prior periods (2,440 ) - - Decreases related to settlements with taxing authorities (806 ) - - Decreases related to expiration of statute of limitations (1,625 ) - - Uncertain tax position liability at the end of the year $ 23,258 $ 3,677 $ 3,677 |
FCC Regulatory Matters
FCC Regulatory Matters | 12 Months Ended |
Dec. 31, 2017 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | 12. 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 in July 2021. 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 August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the then-existing local television ownership rule and radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the then-existing ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the dual network rule, (5) made JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between stations and required public disclosure of those SSAs (while not considering them attributable). The 2016 Ownership Order reinstated a rule that attributed another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a joint sales agreement (this rule had been previously adopted in 2014 but was vacated by the U.S. Court of Appeals for the Third Circuit). Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under those JSAs until September 30, 2025. Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November 16, 2017, the FCC adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible, (3) retained the general prohibition on common ownership of two “top four” stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit denied a mandamus petition which had sought to stay their effectiveness. The Reconsideration Order remains subject to an appeal before the Third Circuit. On February 3, 2017, the FCC terminated in full its guidance (issued on March 12, 2014) requiring careful scrutiny of broadcast television applications which propose sharing arrangements and contingent interests. Accordingly, the FCC no longer evaluates whether options, loan guarantees and similar otherwise non-attributable interests create undue financial influence in transactions which also include sharing arrangements between television stations. The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39% on a nationwide basis. Historically, the FCC has counted the ownership of an ultra-high frequency (“UHF”) station as reaching only 50% of a market’s percentage of total national audience. On August 24, 2016, the FCC adopted a Report and Order abolishing the UHF discount for the purposes of a licensee’s determination of compliance with the 39% national cap, and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount. That order stated that the FCC would launch a comprehensive rulemaking later in 2017 to evaluate the UHF discount together with the national ownership limit. The FCC initiated that proceeding in December 2017, and comments and reply comments will be filed in the first and second quarters of 2018. The FCC’s April 2017 reinstatement of the UHF discount became effective on June 15, 2017. A petition for review of the FCC’s order reinstating the UHF discount remains pending in a federal appeals court, and Nexstar has intervened in the litigation in support of the FCC. Nexstar is in compliance with the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well. Spectrum The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal legislation enacted in 2012, the FCC has conducted an incentive auction for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish all or part of their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. Over the next several years, television stations that are not relinquishing their spectrum will be “repacked” into the frequency band still remaining for television broadcast use. The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017. Ten of Nexstar’s stations and one station owned by Vaughan accepted bids to relinquish their spectrum. Of these 11 total stations, eight will share a channel with another station, two will move to a VHF channel and one station went off the air in November 2017. The station that went off the air is not expected to have a significant impact on our future financial results because it is located in a remote rural area of the country and the Company has other stations which serve the same area. As discussed in Note 3, the Company derecognized the spectrum asset and liability to surrender spectrum of this station in the fourth quarter of 2017. The remaining ten stations will be required to cease broadcasting on their current channels (and, if applicable, implement channel sharing arrangements) on various dates through July 22, 2018, with the exception of the stations moving to VHF channels, which must vacate their current channels by September 2019 and May 2020, respectively. The majority of the Company’s television stations did not accept bids to relinquish their television channels. Of those stations, 61 full power stations owned by Nexstar and 17 full power stations owned by VIEs have been assigned to new channels in the reduced post-auction television band. These “repacked” stations are required to construct and license the necessary technical modifications to operate on their new assigned channels and will need to cease operating on their existing channels by deadlines which the FCC has established and which are no later than July 13, 2020. Congress has allocated up to an industry-wide total of $1.75 billion to reimburse television broadcasters and MVPDs for costs reasonably incurred due to the repack. This fund is not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships. Broadcasters and MVPDs have submitted estimates to the FCC of their reimbursable costs. As of October 17, 2017, these costs exceeded $1.86 billion (over $100 million more than the amount authorized by Congress), and the FCC has indicated that it expects those costs to rise. The Company cannot determine if the FCC will be able to fully reimburse its repacking costs as this is dependent on certain factors, including the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to the Company and whether the FCC will have available funds to reimburse the Company for additional repacking costs that it previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters and MVPDs that are also seeking reimbursements. 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 impact of the incentive auction and subsequent repacking on 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 in certain circumstances. 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 rule requires the independent third parties with which Nexstar has local service agreements to separately negotiate their 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 were submitted. In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. The proceeding remains open. 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 2015. Although the FCC has not classified OTTDs as MVPDs to date, several OTTDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Broadcast Rights Commitments Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2017 (in thousands): 2018 $ 44,263 2019 24,927 2020 11,814 2021 1,243 2022 528 Thereafter 541 $ 83,316 Operating Leases The Company leases office space, vehicles, towers, antenna sites, studio and other operating equipment under noncancelable operating lease arrangements expiring through December 2053. Rent expense recorded in the Company’s Consolidated Statements of Operations and Comprehensive Income 2018 $ 19,395 2019 17,571 2020 15,790 2021 13,070 2022 10,147 Thereafter 44,884 $ 120,857 Capital Leases The Company leases certain equipment, tower facilities and other real estate properties under noncancelable lease arrangements. These contracts were accounted for as capital leases and included in property and equipment (See Note 4). The future minimum lease payments under these agreements as of December 31, 2017 are as follows (in thousands): 2018 $ 1,753 2019 1,766 2020 1,785 2021 1,843 2022 1,803 Thereafter 17,131 26,081 Less: Amount representing interest 8,305 $ 17,776 Guarantee of Mission, Marshall and Shield Debt Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission, Marshall and Shield senior secured credit facilities. In the event that Mission, Marshall or Shield 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 borrowings outstanding. As of December 31, 2017, Mission had a maximum commitment of $228.7 million under its senior secured credit facility, of which $225.7 million of debt was outstanding, Marshall had used all its commitment under its senior secured credit facility and had outstanding obligations of $52.6 million, and Shield had also used all of its commitment and had outstanding obligations of $23.8 million. Marshall’s debt is due in June 2018 and is included in the current liabilities in the accompanying December 31, 2017 Consolidated Balance Sheet. The other debts guaranteed by Nexstar are long-term debt obligations of Mission and Shield. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. Collective Bargaining Agreements As of December 31, 2017, certain technical, production and news employees at 13 of the Company’s stations are covered by collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations. Litigation From time to time, the Company is involved with claims that arise out of the normal course of its business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Data | 14. 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): Year Ended December 31, 2017 Broadcast Other Consolidated Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 Depreciation 85,913 14,745 100,658 Amortization of intangible assets 147,328 12,172 159,500 Income (loss) from operations 708,087 (189,342 ) 518,745 Goodwill 2,122,935 19,911 2,142,846 Assets 6,723,685 757,962 7,481,647 Year Ended December 31, 2016 Broadcast Other Consolidated Net revenue $ 1,040,704 $ 62,486 $ 1,103,190 Depreciation 44,313 6,987 51,300 Amortization of intangible assets 33,079 13,493 46,572 Income (loss) from operations 372,496 (85,188 ) 287,308 Goodwill 449,682 23,622 473,304 Assets 1,811,042 1,155,043 2,966,085 Year ended December 31, 2015 Broadcast Other Consolidated Net revenue $ 846,926 $ 49,451 $ 896,377 Depreciation 41,053 6,169 47,222 Amortization of intangible assets 35,845 12,630 48,475 Income (loss) from operations 266,919 (60,812 ) 206,107 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | 15. Condensed Consolidating Financial Information The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” 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 and other VIEs consolidated by Nexstar Broadcasting (See Note 2). Nexstar Broadcasting’s outstanding 5.875% Notes (the only registered debt of Nexstar) 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. 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. The 5.625% Notes and the 6.125% Notes are not registered debt but the indentures governing these notes 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 December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 90,860 $ 9,524 $ 15,268 $ - $ 115,652 Accounts receivable - 484,096 14,717 64,130 - 562,943 Amounts due from consolidated entities - 55,417 92,923 - (148,340 ) - Spectrum asset - 279,069 - 26,695 - 305,764 Other current assets - 64,256 2,070 5,533 - 71,859 Total current assets - 973,698 119,234 111,626 (148,340 ) 1,056,218 Investments in subsidiaries 617,297 109,354 - - (726,651 ) - Amounts due from consolidated entities 970,207 - - - (970,207 ) - Property and equipment, net - 697,898 18,454 17,861 (75 ) 734,138 Goodwill - 1,959,386 33,187 150,273 - 2,142,846 FCC licenses - 1,615,830 43,102 108,706 - 1,767,638 Other intangible assets, net - 1,476,297 15,841 89,488 - 1,581,626 Other noncurrent assets - 189,303 2,645 7,233 - 199,181 Total assets $ 1,587,504 $ 7,021,766 $ 232,463 $ 485,187 $ (1,845,273 ) $ 7,481,647 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 36,243 $ 2,314 $ 54,251 $ - $ 92,808 Accounts payable - 24,293 1,090 5,753 - 31,136 Liability to surrender spectrum asset - 286,740 - 27,347 - 314,087 Amounts due to consolidated entities - - - 148,340 (148,340 ) - Other current liabilities - 192,827 13,310 26,535 - 232,672 Total current liabilities - 540,103 16,714 262,226 (148,340 ) 670,703 Debt - 4,024,129 223,428 22,095 - 4,269,652 Amounts due to consolidated entities - 714,408 - 256,010 (970,418 ) - Deferred tax liabilities - 613,227 - 6,214 - 619,441 Other noncurrent liabilities - 322,572 7,626 10,343 - 340,541 Total liabilities - 6,214,439 247,768 556,888 (1,118,758 ) 5,900,337 Total stockholders' equity (deficit) 1,587,504 807,327 (15,305 ) (82,397 ) (726,515 ) 1,570,614 Noncontrolling interests in consolidated variable interest entities - - - 10,696 - 10,696 Total liabilities and stockholders' equity (deficit) $ 1,587,504 $ 7,021,766 $ 232,463 $ 485,187 $ (1,845,273 ) $ 7,481,647 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 AND COMPREHENSIVE INCOME Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 2,160,330 $ 70,592 $ 201,044 $ - $ 2,431,966 Revenue between consolidated entities - 71,434 36,580 38,272 (146,286 ) - Net revenue - 2,231,764 107,172 239,316 (146,286 ) 2,431,966 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 793,606 35,820 167,690 (3,711 ) 993,405 Selling, general, and administrative expenses, excluding depreciation and amortization - 569,194 4,168 43,423 (24,799 ) 591,986 Local service agreement fees between consolidated entities - 51,859 35,500 30,417 (117,776 ) - Amortization of broadcast rights - 92,888 5,645 6,870 - 105,403 Amortization of intangible assets - 137,808 2,422 19,270 - 159,500 Depreciation - 91,791 2,342 6,525 - 100,658 Goodwill and intangible assets impairment - - 19,985 - 19,985 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 1,679,430 85,897 294,180 (146,286 ) 1,913,221 Income (loss) from operations - 552,334 21,275 (54,864 ) - 518,745 Interest expense, net - (226,853 ) (10,135 ) (4,207 ) - (241,195 ) Loss on extinguishment of debt - (32,523 ) (2,133 ) (226 ) - (34,882 ) Other expenses - (1,284 ) - - - (1,284 ) Equity in income of subsidiaries 471,363 - - - (471,363 ) - Income (loss) before income taxes 471,363 291,674 9,007 (59,297 ) (471,363 ) 241,384 Income tax benefit (expense) - 219,460 (3,400 ) 17,883 - 233,943 Net income (loss) 471,363 511,134 5,607 (41,414 ) (471,363 ) 475,327 Net income attributable to noncontrolling interests - - - (330 ) - (330 ) Net income (loss) attributable to Nexstar Media Group, Inc. $ 471,363 $ 511,134 $ 5,607 $ (41,744 ) $ (471,363 ) $ 474,997 Net Income (loss) $ 471,363 $ 511,134 $ 5,607 $ (41,414 ) $ (471,363 ) $ 475,327 Other comprehensive income: Change in unrecognized amounts included in pension and postretirement obligations, net of tax of $2,160 - 6,140 - - - 6,140 Total comprehensive income 471,363 517,274 5,607 (41,414 ) (471,363 ) 481,467 Comprehensive income attributable to noncontrolling interests - - - (330 ) - (330 ) Comprehensive income attributable to Nexstar Media Group, Inc. $ 471,363 $ 517,274 $ 5,607 $ (41,744 ) $ (471,363 ) $ 481,137 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 939,333 $ 61,402 $ 102,455 $ - $ 1,103,190 Revenue between consolidated entities - 34,436 42,930 11,942 (89,308 ) - Net revenue - 973,769 104,332 114,397 (89,308 ) 1,103,190 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 284,866 30,278 67,067 (214 ) 381,997 Selling, general, and administrative expenses, excluding depreciation and amortization - 246,698 3,611 18,822 (5,525 ) 263,606 Local service agreement fees between consolidated entities - 49,202 18,000 16,367 (83,569 ) - Amortization of broadcast rights - 47,990 5,567 3,588 - 57,145 Amortization of intangible assets - 27,394 2,544 16,634 - 46,572 Depreciation - 45,173 2,400 3,727 - 51,300 Goodwill impairment 186 - 15,076 - 15,262 Total operating expenses - 701,509 62,400 141,281 (89,308 ) 815,882 Income (loss) from operations - 272,260 41,932 (26,884 ) - 287,308 Interest expense, net - (104,231 ) (10,251 ) (1,599 ) - (116,081 ) Other expenses - (555 ) - - - (555 ) Equity in income of subsidiaries 72,193 - - - (72,193 ) - Income (loss) before income taxes 72,193 167,474 31,681 (28,483 ) (72,193 ) 170,672 Income tax (expense) benefit - (69,149 ) (12,337 ) 3,914 - (77,572 ) Net income (loss) 72,193 98,325 19,344 (24,569 ) (72,193 ) 93,100 Net income attributable to noncontrolling interests - - - (1,563 ) - (1,563 ) Net income (loss) attributable to Nexstar Media Group, Inc. 72,193 98,325 19,344 (26,132 ) (72,193 ) 91,537 Comprehensive income attributable to Nexstar Media Group, Inc. $ 72,193 $ 98,325 $ 19,344 $ (26,132 ) $ (72,193 ) $ 91,537 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 759,694 $ 51,132 $ 85,551 $ - $ 896,377 Revenue between consolidated entities - 25,854 37,135 11,997 (74,986 ) - Net revenue - 785,548 88,267 97,548 (74,986 ) 896,377 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 233,530 24,667 44,064 (4 ) 302,257 Selling, general, and administrative expenses, excluding depreciation and amortization - 213,415 3,605 19,591 (4,131 ) 232,480 Local service agreement fees between consolidated entities - 44,997 9,780 16,074 (70,851 ) - Amortization of broadcast rights - 49,044 5,766 5,026 - 59,836 Amortization of intangible assets - 29,312 2,540 16,623 - 48,475 Depreciation - 41,833 2,435 2,954 - 47,222 Total operating expenses - 612,131 48,793 104,332 (74,986 ) 690,270 Income (loss) from operations - 173,417 39,474 (6,784 ) - 206,107 Interest expense - (69,649 ) (9,325 ) (1,546 ) - (80,520 ) Other expenses - (517 ) - - - (517 ) Equity in income of subsidiaries 59,256 - - - (59,256 ) - Income (loss) before income taxes 59,256 103,251 30,149 (8,330 ) (59,256 ) 125,070 Income tax (expense) benefit - (39,851 ) (12,172 ) 3,336 - (48,687 ) Net income (loss) 59,256 63,400 17,977 (4,994 ) (59,256 ) 76,383 Net loss attributable to noncontrolling interests - - - 1,301 - 1,301 Net income (loss) attributable to Nexstar Media Group, Inc. 59,256 63,400 17,977 (3,693 ) (59,256 ) 77,684 Comprehensive income attributable to Nexstar Media Group, Inc. $ 59,256 $ 63,400 $ 17,977 $ (3,693 ) $ (59,256 ) $ 77,684 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 106,118 $ 4,692 $ 25,911 $ - $ 136,721 Cash flows from investing activities: Purchases of property and equipment - (62,056 ) (700 ) (9,705 ) - (72,461 ) Deposits and payments for acquisitions - (2,974,454 ) (800 ) - - (2,975,254 ) Proceeds from sale of stations - 481,946 - - - 481,946 Proceeds received to relinquish spectrum - 478,608 - - - 478,608 Other investing activities - 24,587 100 402 - 25,089 Net cash used in investing activities - (2,051,369 ) (1,400 ) (9,303 ) - (2,062,072 ) Cash flows from financing activities: Proceeds from long-term debt - 4,149,575 230,609 53,797 - 4,433,981 Repayments of long-term debt - (1,640,088 ) (227,051 ) (55,190 ) - (1,922,329 ) 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 (55,892 ) - - - - (55,892 ) Purchase of treasury stock (99,008 ) - - - - (99,008 ) Inter-company payments 150,844 (150,844 ) - - - - Other financing activities 4,056 (6,529 ) - (319 ) - (2,792 ) Net cash provided by (used in) financing activities - 1,960,281 (246 ) (6,712 ) - 1,953,323 Net increase in cash and cash equivalents - 15,030 3,046 9,896 - 27,972 Cash and cash equivalents at beginning of period - 75,830 6,478 5,372 - 87,680 Cash and cash equivalents at end of period $ - $ 90,860 $ 9,524 $ 15,268 $ - $ 115,652 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 251,736 $ 5,370 $ 4,411 $ - $ 261,517 Cash flows from investing activities: Purchases of property and equipment - (28,326 ) (241 ) (3,303 ) - (31,870 ) Deposits and payments for acquisitions - (103,970 ) - - - (103,970 ) Other investing activities - (4,345 ) - - - (4,345 ) Net cash used in investing activities - (136,641 ) (241 ) (3,303 ) - (140,185 ) Cash flows from financing activities: Proceeds from long-term debt - 58,000 - - - 58,000 Repayments of long-term debt - (73,155 ) (2,335 ) (4,650 ) - (80,140 ) Common stock dividends paid (29,445 ) - - - (29,445 ) Payments for debt financing costs - (20,024 ) (683 ) - - (20,707 ) Inter-company payments 28,220 (28,220 ) - - - - Other financing activities 1,225 (3,358 ) - (2,643 ) - (4,776 ) Net cash used in financing activities - (66,757 ) (3,018 ) (7,293 ) - (77,068 ) Net (decrease) increase in cash and cash equivalents - 48,338 2,111 (6,185 ) - 44,264 Cash and cash equivalents at beginning of period - 27,492 4,367 11,557 - 43,416 Cash and cash equivalents at end of period $ - $ 75,830 $ 6,478 $ 5,372 $ - $ 87,680 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 171,518 $ 10,931 $ 22,859 $ - $ 205,308 Cash flows from investing activities: Purchases of property and equipment - (26,636 ) (258 ) (2,303 ) 176 (29,021 ) Deposits and payments for acquisitions - (510,701 ) - (8,548 ) 43,300 (475,949 ) Proceeds from sale of a station - 70,305 - - (43,300 ) 27,005 Other investing activities - 3,450 150 200 (176 ) 3,624 Net cash used in investing activities - (463,582 ) (108 ) (10,651 ) - (474,341 ) Cash flows from financing activities: Proceeds from long-term debt - 419,950 - 2,000 - 421,950 Repayments of long-term debt - (155,653 ) (7,337 ) (3,300 ) - (166,290 ) Common stock dividends paid (23,686 ) - - - - (23,686 ) Purchase of treasury stock (48,660 ) - - - - (48,660 ) Inter-company payments 68,989 (68,989 ) - - - - Other financing activities 3,357 (6,224 ) (8 ) 98 - (2,777 ) Net cash provided by financing activities - 189,084 (7,345 ) (1,202 ) - 180,537 Net increase (decrease) in cash and cash equivalents - (102,980 ) 3,478 11,006 - (88,496 ) Cash and cash equivalents at beginning of period - 130,472 889 551 - 131,912 Cash and cash equivalents at end of period $ - $ 27,492 $ 4,367 $ 11,557 $ - $ 43,416 F-1 |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | 16. Unaudited Quarterly Data Three Months Ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 (in thousands, except per share amounts) Net revenue $ 540,317 $ 626,115 $ 611,870 653,664 Income from operations 110,151 138,685 129,072 140,837 (Loss) income before income taxes (997 ) 80,777 74,085 87,519 Net income attributable to Nexstar 6,049 43,992 46,475 378,481 Basic net income per common share $ 0.14 $ 0.94 $ 1.01 $ 8.27 Basic weighted average shares outstanding 44,200 46,931 46,107 45,754 Diluted net income per common share $ 0.13 $ 0.91 $ 0.98 $ 8.03 Diluted weighted average shares outstanding 45,419 48,195 47,452 47,149 Three Months Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 (in thousands, except per share amounts) Net revenue $ 255,658 $ 261,994 $ 275,659 $ 309,879 Income from operations 57,929 64,007 72,897 92,475 Income before income taxes 37,139 43,283 43,149 47,101 Net income attributable to Nexstar 21,727 24,529 24,799 20,482 Basic net income per common share $ 0.71 $ 0.80 $ 0.81 $ 0.67 Basic weighted average shares outstanding 30,658 30,680 30,695 30,713 Diluted net income per common share $ 0.69 $ 0.78 $ 0.78 $ 0.64 Diluted weighted average shares outstanding 31,538 31,620 31,698 31,798 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | 17. Valuation and Qualifying Accounts Allowance for Doubtful Accounts Rollforward Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2017 $ 5,805 $ 10,263 $ (2,710 ) $ 13,358 Year Ended December 31, 2016 5,369 4,160 (3,724 ) 5,805 Year Ended December 31, 2015 3,002 3,443 (1,076 ) 5,369 (1) Uncollectible accounts written off, net of recoveries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On January 16, 2018, Nexstar completed its previously announced acquisition of the outstanding equity of LKQD for an initial cash purchase price of $90.0 million, subject to working capital and other adjustments, funded by a combination of cash on hand and borrowing from our revolving credit facility of $44.0 million. Additionally, the sellers could receive up to a maximum of $35.0 million in cash payments if certain performance targets are met during the calendar year 2019. See Note 3 for additional information. On February 1, 2018, Nexstar’s Board of Directors declared a quarterly dividend of $0.375 per share of its Class A common stock. The dividend was payable on March 2, 2018 to stockholders of record on February 16, 2018. On February 1, 2018, Nexstar prepaid $20.0 million of the outstanding principal balance under its Term Loan B, funded by cash on hand. On February 16, 2018, Nexstar repaid $20.0 million of the outstanding principal balance under its revolving credit facility, funded by cash on hand. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Effective January 17, 2017, Nexstar assumed local service agreements to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. Nexstar became the primary beneficiary of these VIEs and consolidated these entities as of this date. On August 2, 2016, Nexstar became the primary beneficiary of certain stations owned by West Virginia Media Holdings, LLC (“WVMH”) which were consolidated into Nexstar’s financial statements as of this date. Nexstar completed the acquisition of these stations on January 31, 2017 and they are no longer VIEs. See Note 2—Variable Interest Entities for additional information on these transactions. As of December 31, the assets of consolidated VIEs that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar are as follows (in thousands): 2017 2016 Current assets Spectrum asset $ 26,695 $ - Other current assets 22,038 3,638 Total current assets 48,733 3,638 Property and equipment, net 7,517 6,944 Goodwill 130,362 46,465 FCC licenses 151,808 114,791 Other intangible assets, net 81,916 53,747 Other noncurrent assets, net 6,543 613 Total assets 426,879 226,198 Current Liabilities Liability to surrender spectrum asset $ 27,347 $ - Other current liabilities 24,146 12,606 Total current liabilities 51,493 12,606 Noncurrent liabilities 30,339 26,590 Total liabilities $ 81,832 $ 39,196 |
Liquidity | Liquidity The Company is highly leveraged, which makes it vulnerable to changes in general economic conditions. The Company’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 the Company’s control. On January 17, 2017, in connection with Nexstar’s merger with Media General, the Company borrowed $2.75 billion in Term Loan B, issued at 99.49%, $293.9 million in Term Loan A, issued at 99.34%, $3.0 million in revolving loans, and another $51.3 million in Term Loan A, issued at 99.25%. The proceeds from these loans, together with Nexstar’s proceeds from the previously issued $900.0 million 5.625% senior unsecured notes due 2024 (the “5.625% Notes”), net proceeds from certain station divestitures of $481.9 million, and cash on hand, were used to finance the $1.376 billion cash consideration of the merger, $1.658 billion repayment of certain debt of Media General prior to the merger, including premium and accrued interest, refinancing of Nexstar’s and its VIEs’ certain then existing term loans and revolving loans with a principal balance of $668.8 million and $2.0 million, respectively, and related fees and expenses. On January 17, 2017 (also in connection with the merger), Nexstar assumed the $400.0 million 5.875% Senior Notes due 2022 (the “5.875% Notes”) previously issued by LIN Television Corporation (“LIN TV”), a wholly owned subsidiary of Media General. Additionally, Nexstar consolidated Shield Media LLC’s (“Shield”) senior secured credit facility with a Term Loan A principal balance of $24.8 million. On February 27, 2017, Nexstar called the entire $525.0 million principal amount of its 6.875% Senior Unsecured Notes (“6.875% Notes”), also funded by new borrowings described above. On July 19, 2017, the Company amended the senior secured credit facilities. The main provisions of the amendments include: (i) Nexstar’s additional Term Loan A borrowing of $456.0 million, issued at 99.16%, the proceeds of which were used to repay the $454.4 million outstanding principal balance of Nexstar’s Term Loan B, (ii) a reduction in the applicable margin portion of interest rates by 50 basis points, (iii) an extension of the maturity date of Nexstar’s and Shield’s Term Loan A to five years from July 19, 2017 and (iv) an extension of the maturity date of Nexstar’s and Mission’s revolving credit facilities to five years from July 19, 2017. See Notes 3 and 7 for additional information with respect to the merger and debt transactions, respectively. As of December 31, 2017, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities and the indentures governing the 6.125% Senior Unsecured Notes (“6.125% Notes”), the 5.625% Notes and the 5.875% Notes. |
Variable Interest Entities | Variable Interest Entities The Company may determine that an entity is a VIE as a result of local service agreements entered into with 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”) or a local marketing agreement (“LMA”) 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. Consolidated VIEs Mission Broadcasting, Inc. (“Mission”), Marshall Broadcasting Group, Inc. (“Marshall”) and White Knight Broadcasting (“White Knight”) 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 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, certain advertising sales and, for Mission and White Knight, 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. In connection with Nexstar’s merger with Media General consummated on January 17, 2017, Nexstar began to provide sales, programming and other services to stations owned by VIEs with whom Media General had agreements. These VIEs are Shield, Vaughan Media, LLC (“Vaughan”), Tamer Media, LLC (“Tamer”), WNAC, LLC and 54 Broadcasting, Inc. (“54 Broadcasting”). Nexstar became the primary beneficiary of these VIEs as of the closing date of the merger because of (1) the local service agreements Nexstar assumed with these VIEs’ stations, (2) Nexstar’s guarantee of the outstanding obligations under Shield’s senior secured credit facility (Note 7), (3) Nexstar having power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and, for Shield, Vaughan, WNAC, LLC and 54 Broadcasting, hiring and firing of sales force personnel and (4) purchase options granted by Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting that permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. Therefore, the financial results and financial position of these entities have been consolidated by Nexstar as of January 17, 2017 in accordance with the VIE accounting guidance. Nexstar had variable interests in the stations previously owned by WVMH as a result of TBAs effective December 1, 2015 and an agreement to acquire the assets of these stations dated November 16, 2015. On August 2, 2016, Nexstar received approval from the FCC to acquire these stations. Nexstar re-evaluated the business arrangements with these stations as of this date and determined that it was the primary beneficiary of the variable interests because it had the ultimate power to direct the activities that most significantly impact the economic performance of the stations, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated the WVMH stations as of August 2, 2016. The final closing of this acquisition was completed on January 31, 2017. Thus, Nexstar no longer has variable interests in these stations. See Note 3 for additional information. Nexstar had a variable interest in Parker Broadcasting of Colorado, LLC (“Parker”), the owner of station KFQX, pursuant to a TBA which Nexstar assumed effective June 13, 2014. Nexstar evaluated the business arrangement with Parker as of this date and determined that it was the primary beneficiary of the variable interest because it had the ultimate power to direct the activities that most significantly impact the economic performance of the station, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar consolidated Parker as of June 13, 2014. On March 31, 2017, Mission acquired the outstanding equity of Parker and effectively acquired Parker’s TBA with Nexstar. Thus, Nexstar no longer has a variable interest in Parker and deconsolidated its accounts. However, since Nexstar is the primary beneficiary of variable interests in Mission, it retained a beneficial financial interest in KFQX and, therefore, continued to consolidate this station. See Note 3 for additional information. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2017 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting KNVA 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 Shield WXXA and WLAJ Vaughan WBDT, WYTV and KTKA SSA Only Tamer KWBQ, KASY and KRWB Nexstar’s ability to receive cash from Mission, Marshall, White Knight, Shield, Vaughan, Tamer, WNAC, LLC and 54 Broadcasting 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, White Knight, Shield, Vaughan, Tamer, WNAC, LLC and 54 Broadcasting maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Consolidated Balance Sheets as of December 31, were as follows (in thousands): 2017 2016 Current assets: Cash and cash equivalents $ 17,180 $ 7,302 Accounts receivable, net 24,407 20,553 Spectrum asset 26,695 - Prepaid expenses and other current assets 6,762 3,353 Total current assets 75,044 31,208 Property and equipment, net 25,971 29,984 Goodwill 163,549 98,107 FCC licenses 151,808 114,791 Other intangible assets, net 97,757 87,668 Other noncurrent assets, net 9,443 13,233 Total assets $ 523,572 $ 374,991 Current liabilities: Current portion of debt $ 56,565 $ 8,334 Interest payable 994 1,031 Liability to surrender spectrum asset 27,347 - Other current liabilities 24,146 12,606 Total current liabilities 109,052 21,971 Debt 245,523 268,499 Other noncurrent liabilities 30,594 26,590 Total liabilities $ 385,169 $ 317,060 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. 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. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, 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 agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, valuation related to business combinations, including assets acquired, liabilities assumed, contingent consideration liability and any other assets or liabilities recognized from these transactions, retransmission revenue recognized, trade and barter transactions, pension and postretirement obligations, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. Actual results may vary from such estimates recorded. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent from cable or satellite operators, for monthly access to a content management system platform and related services, and for digital advertising management. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. |
Revenue Recognition | Revenue Recognition The Company’s revenue is primarily derived from the sale of advertising. Total revenue includes cash and barter advertising revenue, retransmission compensation, digital revenue and other broadcast related revenues. Advertising revenue is recognized, net of agency commissions, in the period during which the advertisements are broadcast on its stations or delivered on its websites. The Company determines whether gross or net presentation is appropriate based on its relationship in the applicable transactions with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as deferred revenue. Retransmission compensation is recognized based on the estimated number of subscribers over the contract period, based on historical levels and trends for individual providers. Revenue from our digital businesses includes revenue from a content management system platform and related services and is recognized when services are performed. The Company barters advertising time for certain program material. These transactions, except those involving exchange of advertising time for network programming, are recorded at management’s estimate of the fair value of the advertising time exchanged, which approximates the fair value of the program material received. The fair value of advertising time exchanged is estimated by applying average historical advertising rates for specific time periods. Revenue from barter transactions is recognized as the related advertisement spots are broadcast. Barter expense is recognized at the time program broadcast rights assets are used. The Company recorded $42.5 million, $34.7 million and $37.7 million of barter revenue and barter expense for the years ended December 31, 2017, 2016 and 2015, respectively. Barter expense is included in amortization of broadcast rights in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when the related advertisement spots are broadcast. The Company recorded $14.2 million, $11.0 million and $9.4 million of trade revenue for the years ended December 31, 2017, 2016 and 2015, respectively. Trade expense is recognized when services or merchandise received are used. The Company recorded $14.5 million, $10.8 million and $9.0 million of trade expense for the years ended December 31, 2017, 2016 and 2015, respectively, which were included in direct operating expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income. |
Broadcast Rights and Broadcast Rights Payable | Broadcast Rights and Broadcast Rights Payable The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially recorded at the contract cost. Barter broadcast rights are recorded at fair value, which is estimated by using average historical rates for the time periods where the programming will air. Broadcast rights are amortized on a straight-line basis over the period the programming airs. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost or estimated fair value at the date of acquisition through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4). |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist primarily of goodwill, broadcast licenses (“FCC licenses”), network affiliation agreements, developed technology and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including discounted projected cash flows, the cost approach and the income approach. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are tested for impairment annually in the Company’s fourth quarter, or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis. Following Nexstar’s merger with Media General in January 2017, the Company’s broadcast operations increased from 60 television station markets to 100 television station markets. Also, the Company’s digital businesses increased from two reporting units to four reporting units. Historically, the Company considered each television station market as a reporting unit for purposes of goodwill and FCC license impairment testing because management viewed, managed and evaluated its stations on a market basis. In connection with the merger, the Company reorganized its organizational structure to focus on the overall broadcast business and the overall digital business. This change allowed the aggregation of television station markets into one broadcast business reporting unit. The reporting units within the Company’s digital business are not economically similar, and therefore, not aggregated. During the fourth quarter of 2017, the Company reorganized its digital businesses which changed the reporting units from four to three. The Company’s impairment tests for FCC licenses remained at the television station market level. See Note 5 for additional information. The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired. The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company will apply the quantitative impairment test method. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using a discounted cash flow analysis. In prior years, the Company’s quantitative impairment test for goodwill utilized a two-step fair value approach. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit to its carrying amount. The fair value of a reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the reporting unit fair value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. In 2017, as discussed also under Recent Accounting Pronouncements, the Company early adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04), which simplified the measurement of goodwill impairment by removing the second step of the goodwill impairment test that required a hypothetical purchase price allocation. Under ASU 2017-04, the annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using a discounted cash flow analysis. Determining the fair value of reporting units requires management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements. In addition to the various inputs (i.e. market growth, operating profit margins, discount rates) used to calculate the fair value of FCC licenses and reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization; and by comparing the fair values of its reporting units and FCC licenses to recent market television station sale transactions. The Company tests finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. The impairment test for finite-lived intangible assets consists of an asset (asset group) comparison of the carrying amount with its estimated undiscounted future cash flows. An impairment in the carrying amount of a finite-lived intangible asset is recognized when the expected discounted future operating cash flow derived from the operation to which the asset relates is less than its carrying value. |
Debt Financing Costs | Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Deferred financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. |
Comprehensive Income | Comprehensive Income The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments. |
Advertising Expense | Advertising Expense The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $9.2 million, $4.0 million and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively, of which the majority was recognized in trade expense. |
Financial Instruments | Financial Instruments The Company utilizes the following categories to classify the valuation methodologies for fair values of financial assets and liabilities: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amount of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights payable and accrued expenses approximates fair value due to their short-term nature. See Note 3 for fair value disclosures of spectrum asset, contingent consideration liability (CVR) and liability to surrender spectrum in connection with Nexstar’s merger with Media General. See Note 7 for fair value disclosures related to the Company’s debt. Certain investments held in the pension and other post retirement plans have been valued using net asset value ("NAV") as a practical expedient for fair value. In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy. See Note 8 for fair value disclosures related to retirement and postretirement plans. |
Pension Plans and Postretirement Benefits | Pension plans and postretirement benefits A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, health care cost trends, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Consolidated Balance Sheet. |
Company-owned Life Insurance | Company-owned Life Insurance The Company owns life insurance policies on executives, current employees, former employees and retirees. Management considers these policies to be operating assets. Cash surrender values of life insurance policies are presented net of policy loans. Borrowings and repayments against company-owned life insurance are reflected in the operating activities section of the statement of cash flows. |
Stock-Based Compensation | Stock-Based Compensation Nexstar maintains stock-based employee compensation plans which are described more fully in Note 10. The Company calculates the grant-date fair value of employee stock options using the Black-Scholes model. The fair value of restricted stock units is based on the number of shares awarded and market price of the stock on the date of award. These amounts are recognized into selling, general and administrative expense over the vesting period of the options or the restricted stock units. The excess or shortage of tax deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Nexstar and its subsidiaries file a consolidated federal income tax return. Mission, Marshall, White Knight and 54 Broadcasting file their own separate federal income tax returns. Shield, Vaughan, Tamer and WNAC are disregarded entities for tax purposes and do not incur tax within the consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties relating to income taxes within income tax expense. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income 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 shares 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 during the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Weighted average shares outstanding - basic 45,754 30,687 31,100 Dilutive effect of equity incentive plan instruments 1,395 977 991 Weighted average shares outstanding - diluted 47,149 31,664 32,091 The Company has outstanding stock options and restricted stock units to acquire 153,000, 351,000 and 766,000 weighted average shares of common stock for the years ended December 31, 2017, 2016 and 2015, respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented. |
Segments | Segments Nexstar operates in one reportable television broadcast segment. The other activities of the Company include corporate functions and other insignificant operation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has applied the change in accounting as of January 1, 2017 and excess tax benefits and tax deficiencies related to stock-based compensation are now recognized within income tax expense. Additionally, excess tax benefits are now classified along with other income tax cash flows as an operating activity in the consolidated statements of cash flows. As such, the amounts previously reported as cash flows from operating activities were increased by $13.8 million and $8.0 million and the amount previously reported as cash flows from financing activities were decreased by $13.8 million and $8.0 million in the Consolidated Statement of Cash Flows during the twelve months ended December 31, 2016 and December 31, 2015, respectively. The change in accounting principle did not impact the Company’s stockholders’ equity. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (ASU 2016-16). The amendments of ASU 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017. The Company has applied the change in accounting as of January 1, 2017 using the modified retrospective approach. This adoption impacted Nexstar’s previous treatment of tax gain on the sale of WTVW to Mission in 2011. As such, the amounts previously reported as other noncurrent assets, deferred tax liabilities and accumulated deficit in the consolidated balance sheet were decreased by $1.3 million, $2.1 million and $0.8 million, respectively. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for fiscal years beginning on January 1, 2020, including interim periods within those fiscal years, and early adoption as of January 1, 2017 is permitted. The Company has elected early adoption and, as the new guidance is required to be applied on a prospective basis, the Company used the simplified test in its annual fourth quarter 2017 testing. The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements. New Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which updates the accounting guidance on revenue recognition. This standard is intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations to clarify the implementation of guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance in identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This update amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition and is intended to address implementation issues that were raised by stakeholders and provide additional practical expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In September 2017, the FASB issued ASU No. 2017-13, Revenue recognition (Topic 605), Revenue from contracts with customers (Topic 606), Leases (Topic 840) and Leases (Topic 842), which allows certain public entities to use the private company effective dates for adoption of ASC 606 and supersedes certain SEC paragraphs in the Codification. In November 2017, the FASB issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which aligns SEC guidance with the new revenue standard. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The above updates are effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt these updates effective January 1, 2018 under the modified retrospective approach. Based on our evaluation performed to date, we believe the cumulative adjustment as of January 1, 2018 that will result from this adoption will not be material. The Company will no longer recognize barter revenue, barter expense, barter assets and liabilities resulting from the exchange of advertising time for certain program material. In 2017, 2016 and 2015, barter revenue and barter expense were $42.5 million, $34.7 million and $37.7 million, respectively. As of December 31, 2017, the current barter assets (and the related current barter liabilities) were $9.7 million, and the noncurrent barter assets (and the related noncurrent barter liabilities) were $12.5 million. As of December 31, 2016, the current barter assets and current barter liabilities were $8.9 million and $8.6 million, respectively, and the noncurrent barter assets and noncurrent barter liabilities were $10.8 million and $11.1 million, respectively. Our television spot advertising contracts, which comprise approximately 46% and 50% of the reported net revenue in 2017 and 2016, are short-term in nature. We expect revenue will continue to be recognized when commercials are aired. We also expect to use the practical expedient around costs incurred to obtain a contract also due to their short-term in nature. Thus, we will continue to expense sales commissions when incurred. We expect that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. This revenue source comprised approximately 41% and 36% of the reported net revenue in 2017 and 2016, respectively. The Company is in the process of finalizing its evaluation of online digital revenue sources. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the provisions of the accounting standard update. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (ASU 2016-15). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under FASB Accounting Standards Codification 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, including adoption during an interim period. The Company does not expect the implementation of this standard to have a material impact on its statements of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (ASU 2016-18), which provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of these updates on its financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01). ASU 2017-01 provides clarification on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business under the new guidance, it must include an input and a substantive process that together significantly contribute to the ability to create output. The amendment removes the evaluation of whether a market participant could replace missing elements. The amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and will be applied prospectively. The potential impact of this new guidance will be assessed for future acquisitions or dispositions, but it is not expected to have a material impact on the Company's consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). ASU 2017-07 requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, ASU 2017-07 requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The amendment should be applied retrospectively for the presentation of the service cost component and prospectively for the capitalization of the service cost component. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted at the beginning of any annual period for which an entity’s financial statements have not been issued or made available for issuance. The Company is currently evaluating the impact of the provisions of this accounting standard update. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718) – Scope of Modification Accounting (ASU 2017-09). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Consolidated Balance Sheets as of December 31, were as follows (in thousands): 2017 2016 Current assets: Cash and cash equivalents $ 17,180 $ 7,302 Accounts receivable, net 24,407 20,553 Spectrum asset 26,695 - Prepaid expenses and other current assets 6,762 3,353 Total current assets 75,044 31,208 Property and equipment, net 25,971 29,984 Goodwill 163,549 98,107 FCC licenses 151,808 114,791 Other intangible assets, net 97,757 87,668 Other noncurrent assets, net 9,443 13,233 Total assets $ 523,572 $ 374,991 Current liabilities: Current portion of debt $ 56,565 $ 8,334 Interest payable 994 1,031 Liability to surrender spectrum asset 27,347 - Other current liabilities 24,146 12,606 Total current liabilities 109,052 21,971 Debt 245,523 268,499 Other noncurrent liabilities 30,594 26,590 Total liabilities $ 385,169 $ 317,060 |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income 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 shares 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 during the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Weighted average shares outstanding - basic 45,754 30,687 31,100 Dilutive effect of equity incentive plan instruments 1,395 977 991 Weighted average shares outstanding - diluted 47,149 31,664 32,091 |
Consolidated VIEs [Member] | |
Consolidated VIEs | As of December 31, the assets of consolidated VIEs that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar are as follows (in thousands): 2017 2016 Current assets Spectrum asset $ 26,695 $ - Other current assets 22,038 3,638 Total current assets 48,733 3,638 Property and equipment, net 7,517 6,944 Goodwill 130,362 46,465 FCC licenses 151,808 114,791 Other intangible assets, net 81,916 53,747 Other noncurrent assets, net 6,543 613 Total assets 426,879 226,198 Current Liabilities Liability to surrender spectrum asset $ 27,347 $ - Other current liabilities 24,146 12,606 Total current liabilities 51,493 12,606 Noncurrent liabilities 30,339 26,590 Total liabilities $ 81,832 $ 39,196 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Unaudited Pro forma Information | The following unaudited pro forma information has been presented for the periods indicated as if the acquisition of Media General and the related consolidation of VIEs had occurred on January 1, 2016 (in thousands, except per share data): Years Ended December 31, 2017 2016 Net revenue $ 2,484,214 $ 2,457,492 Income before income taxes 288,279 124,966 Net income 503,871 49,318 Net income attributable to Nexstar 503,541 46,547 Net income per common share attributable to Nexstar - basic $ 10.84 $ 0.99 Net income per common share attributable to Nexstar - diluted $ 10.52 $ 0.97 |
Media General [Member] | |
Business Acquisition [Line Items] | |
Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger | The following table summarizes the components of the total consideration paid, payable or issued upon closing of the merger (in thousands): Cash Consideration $ 1,376,108 Nexstar Common Stock issued (15,670,094 shares) 995,835 Reissued Nexstar Common Stock from treasury (560,316 shares) 35,608 Stock option replacement awards (228,438 options) 10,702 Repayment of Media General debt, including premium and accrued interest 1,658,135 Contingent consideration liability (CVR) 271,008 $ 4,347,396 |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed (net of the effects of the Media General Divestitures but including the consolidation of the assets and liabilities of Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting) are as follows (in thousands): Cash and cash equivalents $ 63,850 Accounts receivable 301,604 Spectrum asset 465,582 Prepaid expenses and other current assets 35,973 Property and equipment 482,144 FCC licenses 1,242,847 Network affiliation agreements 1,323,200 Other intangible assets 101,083 Goodwill 1,701,097 Other noncurrent assets 36,104 Total assets acquired and consolidated 5,753,484 Less: Accounts payable and accrued expenses (187,721 ) Less: Taxes payable (10,854 ) Less: Interest payable (12,794 ) Less: Debt (434,269 ) Less: Deferred tax liabilities (957,779 ) Less: Other noncurrent liabilities (227,378 ) Less: Noncontrolling interests in consolidated VIEs (7,600 ) Net assets acquired and consolidated $ 3,915,089 |
WVMH [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The 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 Goodwill 35 Total assets acquired at first closing 22,351 Less: Accounts payable and accrued expenses (623 ) Less: Other noncurrent liabilities (307 ) Net assets acquired at first closing 21,421 Deposit on second closing 43,543 Total paid at first closing $ 64,964 |
WVMH [Member] | Consolidated VIEs [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of the assets consolidated were as follows (in thousands): Broadcast rights $ 527 Property and equipment 3,489 FCC licenses 41,230 Network affiliation agreements 35,387 Goodwill 28,588 Consolidated assets of VIEs 109,221 Less: Broadcast rights payable (527 ) Consolidated net asset of VIEs $ 108,694 |
Parker [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed are as follows (in thousands): FCC licenses $ 1,539 Network affiliation agreements 1,743 Other intangible assets 20 Goodwill 698 Total assets acquired $ 4,000 |
WLWC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed are as follows (in thousands): Broadcast rights $ 1,599 Property and equipment 1,158 Network affiliation 2,517 Other intangible assets 385 Total assets acquired 5,659 Less: Broadcast rights payable (1,599 ) Net assets acquired $ 4,060 |
Reiten [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The 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 2,073 Goodwill 7,931 Total assets acquired 44,019 Less: Broadcast rights payable (13 ) Less: Accounts payable and accrued expenses (8 ) Net assets acquired $ 43,998 |
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 $ 396 Broadcast rights 1,740 Prepaid expenses and other current assets 40 Property and equipment 1,076 FCC licenses 2,180 Other intangible assets 2 Goodwill 350 Total assets acquired 5,784 Less: Broadcast rights payable (1,886 ) Less: Accrued expenses (17 ) Net assets acquired $ 3,881 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2017 2016 Buildings and improvements 39 $ 225,183 $ 81,337 Land N/A 127,625 32,068 Leasehold improvements term of lease 29,114 9,909 Studio and transmission equipment 5-15 539,788 363,574 Computer equipment 3-5 96,487 40,255 Furniture and fixtures 7 18,876 11,516 Vehicles 5 35,211 17,340 Construction in progress N/A 21,236 7,428 1,093,520 563,427 Less: accumulated depreciation (359,382 ) (287,274 ) Property and equipment, net $ 734,138 $ 276,153 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following, as of December 31 (in thousands): Estimated 2017 2016 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 1,971,170 $ (461,345 ) $ 1,509,825 $ 659,054 $ (357,704 ) $ 301,350 Other definite-lived intangible assets 1-20 193,089 (121,288 ) 71,801 89,404 (66,017 ) 23,387 Other intangible assets $ 2,164,259 $ (582,633 ) $ 1,581,626 $ 748,458 $ (423,721 ) $ 324,737 |
Estimated Amortization Expense of Definite-Lived Intangibles Assets | The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2017 (in thousands): 2018 $ 128,827 2019 125,303 2020 117,015 2021 114,286 2022 112,657 Thereafter 983,538 $ 1,581,626 |
Goodwill and FCC Licenses | The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2017 and 2016 are 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 and consolidation of VIEs (See Notes 2 and 3) 36,904 - 36,904 53,189 - 53,189 Impairment - (15,262 ) (15,262 ) - - - Balances as of December 31, 2016 534,557 (61,253 ) 473,304 591,945 (49,421 ) 542,524 Acquisitions and consolidations of VIEs (See Notes 2 and 3) 1,701,719 - 1,701,719 1,244,386 - 1,244,386 Nexstar Divestitures (See Note 3) (22,823 ) 2,861 (19,962 ) (19,744 ) 2,011 (17,733 ) Deconsolidation of a VIE (698 ) - (698 ) (1,539 ) (1,539 ) Impairment - (11,517 ) (11,517 ) - - - Balances as of December 31, 2017 $ 2,212,755 $ (69,909 ) $ 2,142,846 $ 1,815,048 $ (47,410 ) $ 1,767,638 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following, as of December 31 (in thousands): 2017 2016 Compensation and related taxes $ 44,775 $ 20,713 Network affiliation fees 68,197 30,153 Other 46,309 20,449 $ 159,281 $ 71,315 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following, as of December 31 (in thousands): 2017 2016 Term loans, net of financing costs and discount of $57,547 and $6,592, respectively $ 2,791,875 $ 662,206 Revolving loans 3,000 2,000 6.875% Senior unsecured notes due 2020, net of financing costs and discount of $4,295 - 520,705 6.125% Senior unsecured notes due 2022, net of financing costs of $1,992 and $2,402, respectively 273,008 272,598 5.875% Senior unsecured notes due 2022, plus premium of $8,102 408,102 - 5.625% Senior unsecured notes due 2024, net of financing costs of $13,525 and $15,090, respectively 886,475 884,910 4,362,460 2,342,419 Less: current portion (92,808 ) (28,093 ) $ 4,269,652 $ 2,314,326 |
Fair Value of Debt | The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows, as of December 31 (in thousands): 2017 2016 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 2,791,875 $ 2,852,199 $ 662,206 $ 665,750 Revolving loans (1) 3,000 2,985 2,000 1,969 6.875% Senior unsecured notes (2) - - 520,705 543,375 6.125% Senior unsecured notes (2) 273,008 284,625 272,598 284,625 5.875% Senior unsecured notes (2) 408,102 415,500 - - 5.625% Senior unsecured notes (2) 886,475 925,875 884,512 893,250 (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 Nexstar’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. |
Maturities of Debt | The scheduled maturities of the Company’s debt, excluding the unamortized discount and premium and certain debt financing costs, as of December 31, 2017 are summarized as follows (in thousands): 2018 $ 92,807 2019 43,528 2020 61,663 2021 96,184 2022 1,224,536 Thereafter 2,908,704 $ 4,427,422 |
Retirement and Postretirement33
Retirement and Postretirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Reconciliation of Changes in Plans' Benefit Obligations | The following table provides a reconciliation of the changes in the plans’ benefit obligations for the period January 17, 2017 to December 31, 2017 (in thousands) Pension Benefits OPEB Change in benefit obligation: Benefit obligation at January 17, 2017 $ 562,197 $ 22,601 Service cost - 22 Interest cost 14,981 695 Participant contributions - 48 Plan settlements (40,235 ) - Divestiture transfer (60,032 ) - Actuarial gain 11,301 1,431 Benefit payments (27,350 ) (1,423 ) Benefit obligation at end of year $ 460,862 $ 23,374 |
Schedule of Plans' Benefit Obligations Determined Using Assumptions | The Plans’ benefit obligations were determined using the following assumptions: Pension Benefits OPEB Discount rate 3.39% to 3.51% 3.30% to 3.53% Compensation increase rate - 3.00 % |
Schedule of Reconciliation of Changes in Fair Value of Plans' Assets | The following table provides a reconciliation of the changes in the fair value of the Plans’ assets for the for the period January 17, 2017 to December 31, 2017 (in thousands): Pension Benefits OPEB Change in plan assets: Fair value of plan assets at beginning of period $ 394,526 $ - Actual return on plan assets 49,853 - Employer contributions 4,661 1,375 Participant contributions - 48 Plan settlements (40,235 ) - Benefit payments (27,350 ) (1,423 ) Fair value of plan assets at end of year $ 381,455 $ - |
Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category | The asset allocation for the Company’s funded retirement plans at the end of 2017, and the asset allocation range for 2018, by asset category, are as follows: Asset Allocation Percentage of Plan Assets at Year End Asset Category 2018 2017 Equity securities 40% 37% Fixed income securities/cash 60% 62% Other 1% Total 100% |
Schedule of Funded Status of Plans | The following table provides a statement of the funded status of the plans at December 31, 2017 (in thousands): Pension Benefits OPEB Amounts recorded in the balance sheet: Current liabilities $ (3,714 ) $ (1,882 ) Noncurrent liabilities (75,693 ) (21,492 ) Funded status $ (79,407 ) $ (23,374 ) |
Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans | The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Pension Benefits OPEB January 17, 2017 $ - $ - Actuarial gain (loss) 9,733 (1,433 ) December 31, 2017 $ 9,733 $ (1,433 ) |
Schedule of Expected Plan Contributions | The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Pension Benefits OPEB Employer Contributions 2018 to participant benefits $ 3,714 $ 1,882 Expected Benefit Payments 2018 $ 29,163 $ 1,882 2019 29,904 1,862 2020 29,596 1,839 2021 29,408 1,801 2022 29,155 1,788 2023-2027 142,107 8,271 |
Summary of Components of Net Periodic Benefit Cost for Plans | The following table provides the components of net periodic benefit cost for the Plans for the period January 17, 2017 to December 31, 2017 (in thousands): Pension Benefits OPEB Service cost $ - $ 22 Interest cost 14,981 695 Expected return on plan assets (27,658 ) - Settlement gain recognized (1,160 ) - Net periodic benefit cost (benefit) $ (13,837 ) $ 717 |
Schedule of Assumptions Used to Determine Net Periodic Costs | The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Pension Benefits OPEB Discount rate 3.87 % 3.80 % Expected return on plan assets 7.25 % - Compensation increase rate - 3.00 % |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Assumptions Used in Black-Scholes Calculations | The assumptions used in calculating the fair values of options granted during the years ended December 31, 2017 and 2015 were as follows: 2017 2015 Expected volatility 32.4% to 47.7% 86.3% Risk-free interest rates 0.5% to 2.2% 1.6% Expected life 0.2 to 7 years 7 years Dividend yields 1.9% 1.6% Weighted-average grant date fair value per share $ 46.85 $ 31.45 |
Summary of Stock Award Activity and Related Information | The following table summarizes stock award activity and related information for all of Nexstar’s Equity Plans for the year ended December 31, 2017: Outstanding Options Non-Vested Options Restricted Stock Units Weighted- Weighted- Average Aggregate Weighted- Weighted- Shares Average Remaining Intrinsic Average Average Available Exercise Contractual Value (1) Grant-Date Unvested Grant-Date for Grant Shares Price Term (Years) (thousands) Shares Fair Value Shares Fair Value Balances as of December 31, 2016 2,511,625 2,376,500 $ 21.56 5.38 99,197 498,750 $ 31.79 188,000 $ 46.33 Increase in available for grant associated with the merger (Note 3) 228,452 - $ - - $ - - $ - Replacement stock options granted in connection with the merger (Note 3) (228,438 ) 228,438 $ 16.53 228,438 $ 46.85 - $ - Restricted stock units awarded (1,086,250 ) - $ - - $ - 1,086,250 $ 63.99 Exercised - (621,506 ) $ 13.12 - $ - - - Vested - - $ - (448,924 ) $ 39.17 (62,687 ) $ 46.14 Forfeited/cancelled 94,411 (22,973 ) $ 35.75 (21,389 ) $ 38.28 (71,438 ) $ 60.96 Balances as of December 31, 2017 (2) 1,519,800 1,960,459 $ 23.48 5.06 $ 107,273 256,875 $ 31.75 1,140,125 $ 62.25 Exercisable as of December 31, 2017 1,703,584 $ 20.02 4.85 $ 99,113 Fully vested and expected to vest as of December 31, 2017 1,959,185 $ 23.47 5.06 $ 107,234 (1) Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $78.20 on December 31, 2017, and the stock option exercise prices multiplied by the number of options outstanding. (2) Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally, 7,987 shares associated with the merger replacement stock options were unused. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Taxes | The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2017 2016 2015 Current tax expense (benefit): Federal $ 190,743 $ 12,054 $ (108 ) State 38,499 10,927 5,120 229,242 22,981 5,012 Deferred tax (benefit) expense: Federal (438,281 ) 53,094 43,772 State (24,904 ) 1,497 (97 ) (463,185 ) 54,591 43,675 Income tax (benefit) expense $ (233,943 ) $ 77,572 $ 48,687 |
Schedule of Effective Income Tax Expense Reconciliation | The income tax expense differs from the amount computed by applying the statutory federal income tax rate of 35% to the income before income taxes. The sources and tax effects of the differences were as follows, for the years ended December 31 (in thousands): 2017 2016 2015 Income tax expense at 35% statutory federal rate $ 84,476 $ 59,735 $ 43,774 State and local taxes, net of federal benefit 10,676 7,697 3,315 Nondeductible compensation 6,375 709 652 Nontaxable proceeds on station divestiture (9,146 ) - - Nondeductible earnout payments - 1,415 - Nondeductible acquisition costs 3,901 12 251 Nondeductible meals and entertainment 1,546 504 417 Nondeductible goodwill impairment 3,577 5,276 - Domestic production activities deduction (11,178 ) - - Excess tax benefit on stock-based compensation (8,106 ) - - Disposition of nondeductible goodwill 3,279 - - Impact of federal tax rate reduction (322,193 ) - - Change in beginning of year valuation allowance 1,635 - - Other 1,215 2,224 278 Income tax (benefit) expense $ (233,943 ) $ 77,572 $ 48,687 |
Schedule of Components of Net Deferred Tax Asset Liability | The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 51,802 $ 26,657 Compensation 15,574 14,308 Rent 2,173 3,197 Transaction costs - 8,238 Pension 28,033 - Other 12,732 7,348 Total deferred tax assets 110,314 59,748 Valuation allowance for deferred tax assets (2,155 ) - Total deferred tax assets 108,159 59,748 Deferred tax liabilities: Property and equipment (72,423 ) (15,882 ) Other intangible assets (312,460 ) (35,628 ) Goodwill (31,062 ) (35,780 ) FCC licenses (305,293 ) (98,494 ) Other (4,854 ) (13 ) Total deferred tax liabilities (726,092 ) (185,797 ) Net deferred tax liabilities $ (617,933 ) $ (126,049 ) |
Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions | A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2017 2016 2015 Uncertain tax position liability at the beginning of the year $ 3,677 $ 3,677 $ 3,677 Increases resulting from merger transaction 22,605 - - Increases related to tax positions taken during the current period 1,847 - - Decreases related to tax positions taken during prior periods (2,440 ) - - Decreases related to settlements with taxing authorities (806 ) - - Decreases related to expiration of statute of limitations (1,625 ) - - Uncertain tax position liability at the end of the year $ 23,258 $ 3,677 $ 3,677 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Un-booked Broadcast Rights | Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2017 (in thousands): 2018 $ 44,263 2019 24,927 2020 11,814 2021 1,243 2022 528 Thereafter 541 $ 83,316 |
Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under these operating leases are as follows as of December 31, 2017 (in thousands): 2018 $ 19,395 2019 17,571 2020 15,790 2021 13,070 2022 10,147 Thereafter 44,884 $ 120,857 |
Future Minimum Lease Payments Under Capital Leases | The future minimum lease payments under these agreements as of December 31, 2017 are as follows (in thousands): 2018 $ 1,753 2019 1,766 2020 1,785 2021 1,843 2022 1,803 Thereafter 17,131 26,081 Less: Amount representing interest 8,305 $ 17,776 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Year Ended December 31, 2017 Broadcast Other Consolidated Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 Depreciation 85,913 14,745 100,658 Amortization of intangible assets 147,328 12,172 159,500 Income (loss) from operations 708,087 (189,342 ) 518,745 Goodwill 2,122,935 19,911 2,142,846 Assets 6,723,685 757,962 7,481,647 Year Ended December 31, 2016 Broadcast Other Consolidated Net revenue $ 1,040,704 $ 62,486 $ 1,103,190 Depreciation 44,313 6,987 51,300 Amortization of intangible assets 33,079 13,493 46,572 Income (loss) from operations 372,496 (85,188 ) 287,308 Goodwill 449,682 23,622 473,304 Assets 1,811,042 1,155,043 2,966,085 Year ended December 31, 2015 Broadcast Other Consolidated Net revenue $ 846,926 $ 49,451 $ 896,377 Depreciation 41,053 6,169 47,222 Amortization of intangible assets 35,845 12,630 48,475 Income (loss) from operations 266,919 (60,812 ) 206,107 |
Condensed Consolidating Finan38
Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 90,860 $ 9,524 $ 15,268 $ - $ 115,652 Accounts receivable - 484,096 14,717 64,130 - 562,943 Amounts due from consolidated entities - 55,417 92,923 - (148,340 ) - Spectrum asset - 279,069 - 26,695 - 305,764 Other current assets - 64,256 2,070 5,533 - 71,859 Total current assets - 973,698 119,234 111,626 (148,340 ) 1,056,218 Investments in subsidiaries 617,297 109,354 - - (726,651 ) - Amounts due from consolidated entities 970,207 - - - (970,207 ) - Property and equipment, net - 697,898 18,454 17,861 (75 ) 734,138 Goodwill - 1,959,386 33,187 150,273 - 2,142,846 FCC licenses - 1,615,830 43,102 108,706 - 1,767,638 Other intangible assets, net - 1,476,297 15,841 89,488 - 1,581,626 Other noncurrent assets - 189,303 2,645 7,233 - 199,181 Total assets $ 1,587,504 $ 7,021,766 $ 232,463 $ 485,187 $ (1,845,273 ) $ 7,481,647 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 36,243 $ 2,314 $ 54,251 $ - $ 92,808 Accounts payable - 24,293 1,090 5,753 - 31,136 Liability to surrender spectrum asset - 286,740 - 27,347 - 314,087 Amounts due to consolidated entities - - - 148,340 (148,340 ) - Other current liabilities - 192,827 13,310 26,535 - 232,672 Total current liabilities - 540,103 16,714 262,226 (148,340 ) 670,703 Debt - 4,024,129 223,428 22,095 - 4,269,652 Amounts due to consolidated entities - 714,408 - 256,010 (970,418 ) - Deferred tax liabilities - 613,227 - 6,214 - 619,441 Other noncurrent liabilities - 322,572 7,626 10,343 - 340,541 Total liabilities - 6,214,439 247,768 556,888 (1,118,758 ) 5,900,337 Total stockholders' equity (deficit) 1,587,504 807,327 (15,305 ) (82,397 ) (726,515 ) 1,570,614 Noncontrolling interests in consolidated variable interest entities - - - 10,696 - 10,696 Total liabilities and stockholders' equity (deficit) $ 1,587,504 $ 7,021,766 $ 232,463 $ 485,187 $ (1,845,273 ) $ 7,481,647 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 |
Schedule of Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 2,160,330 $ 70,592 $ 201,044 $ - $ 2,431,966 Revenue between consolidated entities - 71,434 36,580 38,272 (146,286 ) - Net revenue - 2,231,764 107,172 239,316 (146,286 ) 2,431,966 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 793,606 35,820 167,690 (3,711 ) 993,405 Selling, general, and administrative expenses, excluding depreciation and amortization - 569,194 4,168 43,423 (24,799 ) 591,986 Local service agreement fees between consolidated entities - 51,859 35,500 30,417 (117,776 ) - Amortization of broadcast rights - 92,888 5,645 6,870 - 105,403 Amortization of intangible assets - 137,808 2,422 19,270 - 159,500 Depreciation - 91,791 2,342 6,525 - 100,658 Goodwill and intangible assets impairment - - 19,985 - 19,985 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 1,679,430 85,897 294,180 (146,286 ) 1,913,221 Income (loss) from operations - 552,334 21,275 (54,864 ) - 518,745 Interest expense, net - (226,853 ) (10,135 ) (4,207 ) - (241,195 ) Loss on extinguishment of debt - (32,523 ) (2,133 ) (226 ) - (34,882 ) Other expenses - (1,284 ) - - - (1,284 ) Equity in income of subsidiaries 471,363 - - - (471,363 ) - Income (loss) before income taxes 471,363 291,674 9,007 (59,297 ) (471,363 ) 241,384 Income tax benefit (expense) - 219,460 (3,400 ) 17,883 - 233,943 Net income (loss) 471,363 511,134 5,607 (41,414 ) (471,363 ) 475,327 Net income attributable to noncontrolling interests - - - (330 ) - (330 ) Net income (loss) attributable to Nexstar Media Group, Inc. $ 471,363 $ 511,134 $ 5,607 $ (41,744 ) $ (471,363 ) $ 474,997 Net Income (loss) $ 471,363 $ 511,134 $ 5,607 $ (41,414 ) $ (471,363 ) $ 475,327 Other comprehensive income: Change in unrecognized amounts included in pension and postretirement obligations, net of tax of $2,160 - 6,140 - - - 6,140 Total comprehensive income 471,363 517,274 5,607 (41,414 ) (471,363 ) 481,467 Comprehensive income attributable to noncontrolling interests - - - (330 ) - (330 ) Comprehensive income attributable to Nexstar Media Group, Inc. $ 471,363 $ 517,274 $ 5,607 $ (41,744 ) $ (471,363 ) $ 481,137 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 939,333 $ 61,402 $ 102,455 $ - $ 1,103,190 Revenue between consolidated entities - 34,436 42,930 11,942 (89,308 ) - Net revenue - 973,769 104,332 114,397 (89,308 ) 1,103,190 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 284,866 30,278 67,067 (214 ) 381,997 Selling, general, and administrative expenses, excluding depreciation and amortization - 246,698 3,611 18,822 (5,525 ) 263,606 Local service agreement fees between consolidated entities - 49,202 18,000 16,367 (83,569 ) - Amortization of broadcast rights - 47,990 5,567 3,588 - 57,145 Amortization of intangible assets - 27,394 2,544 16,634 - 46,572 Depreciation - 45,173 2,400 3,727 - 51,300 Goodwill impairment 186 - 15,076 - 15,262 Total operating expenses - 701,509 62,400 141,281 (89,308 ) 815,882 Income (loss) from operations - 272,260 41,932 (26,884 ) - 287,308 Interest expense, net - (104,231 ) (10,251 ) (1,599 ) - (116,081 ) Other expenses - (555 ) - - - (555 ) Equity in income of subsidiaries 72,193 - - - (72,193 ) - Income (loss) before income taxes 72,193 167,474 31,681 (28,483 ) (72,193 ) 170,672 Income tax (expense) benefit - (69,149 ) (12,337 ) 3,914 - (77,572 ) Net income (loss) 72,193 98,325 19,344 (24,569 ) (72,193 ) 93,100 Net income attributable to noncontrolling interests - - - (1,563 ) - (1,563 ) Net income (loss) attributable to Nexstar Media Group, Inc. 72,193 98,325 19,344 (26,132 ) (72,193 ) 91,537 Comprehensive income attributable to Nexstar Media Group, Inc. $ 72,193 $ 98,325 $ 19,344 $ (26,132 ) $ (72,193 ) $ 91,537 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 759,694 $ 51,132 $ 85,551 $ - $ 896,377 Revenue between consolidated entities - 25,854 37,135 11,997 (74,986 ) - Net revenue - 785,548 88,267 97,548 (74,986 ) 896,377 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 233,530 24,667 44,064 (4 ) 302,257 Selling, general, and administrative expenses, excluding depreciation and amortization - 213,415 3,605 19,591 (4,131 ) 232,480 Local service agreement fees between consolidated entities - 44,997 9,780 16,074 (70,851 ) - Amortization of broadcast rights - 49,044 5,766 5,026 - 59,836 Amortization of intangible assets - 29,312 2,540 16,623 - 48,475 Depreciation - 41,833 2,435 2,954 - 47,222 Total operating expenses - 612,131 48,793 104,332 (74,986 ) 690,270 Income (loss) from operations - 173,417 39,474 (6,784 ) - 206,107 Interest expense - (69,649 ) (9,325 ) (1,546 ) - (80,520 ) Other expenses - (517 ) - - - (517 ) Equity in income of subsidiaries 59,256 - - - (59,256 ) - Income (loss) before income taxes 59,256 103,251 30,149 (8,330 ) (59,256 ) 125,070 Income tax (expense) benefit - (39,851 ) (12,172 ) 3,336 - (48,687 ) Net income (loss) 59,256 63,400 17,977 (4,994 ) (59,256 ) 76,383 Net loss attributable to noncontrolling interests - - - 1,301 - 1,301 Net income (loss) attributable to Nexstar Media Group, Inc. 59,256 63,400 17,977 (3,693 ) (59,256 ) 77,684 Comprehensive income attributable to Nexstar Media Group, Inc. $ 59,256 $ 63,400 $ 17,977 $ (3,693 ) $ (59,256 ) $ 77,684 |
Schedule of Condensed Consolidating Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 106,118 $ 4,692 $ 25,911 $ - $ 136,721 Cash flows from investing activities: Purchases of property and equipment - (62,056 ) (700 ) (9,705 ) - (72,461 ) Deposits and payments for acquisitions - (2,974,454 ) (800 ) - - (2,975,254 ) Proceeds from sale of stations - 481,946 - - - 481,946 Proceeds received to relinquish spectrum - 478,608 - - - 478,608 Other investing activities - 24,587 100 402 - 25,089 Net cash used in investing activities - (2,051,369 ) (1,400 ) (9,303 ) - (2,062,072 ) Cash flows from financing activities: Proceeds from long-term debt - 4,149,575 230,609 53,797 - 4,433,981 Repayments of long-term debt - (1,640,088 ) (227,051 ) (55,190 ) - (1,922,329 ) 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 (55,892 ) - - - - (55,892 ) Purchase of treasury stock (99,008 ) - - - - (99,008 ) Inter-company payments 150,844 (150,844 ) - - - - Other financing activities 4,056 (6,529 ) - (319 ) - (2,792 ) Net cash provided by (used in) financing activities - 1,960,281 (246 ) (6,712 ) - 1,953,323 Net increase in cash and cash equivalents - 15,030 3,046 9,896 - 27,972 Cash and cash equivalents at beginning of period - 75,830 6,478 5,372 - 87,680 Cash and cash equivalents at end of period $ - $ 90,860 $ 9,524 $ 15,268 $ - $ 115,652 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 251,736 $ 5,370 $ 4,411 $ - $ 261,517 Cash flows from investing activities: Purchases of property and equipment - (28,326 ) (241 ) (3,303 ) - (31,870 ) Deposits and payments for acquisitions - (103,970 ) - - - (103,970 ) Other investing activities - (4,345 ) - - - (4,345 ) Net cash used in investing activities - (136,641 ) (241 ) (3,303 ) - (140,185 ) Cash flows from financing activities: Proceeds from long-term debt - 58,000 - - - 58,000 Repayments of long-term debt - (73,155 ) (2,335 ) (4,650 ) - (80,140 ) Common stock dividends paid (29,445 ) - - - (29,445 ) Payments for debt financing costs - (20,024 ) (683 ) - - (20,707 ) Inter-company payments 28,220 (28,220 ) - - - - Other financing activities 1,225 (3,358 ) - (2,643 ) - (4,776 ) Net cash used in financing activities - (66,757 ) (3,018 ) (7,293 ) - (77,068 ) Net (decrease) increase in cash and cash equivalents - 48,338 2,111 (6,185 ) - 44,264 Cash and cash equivalents at beginning of period - 27,492 4,367 11,557 - 43,416 Cash and cash equivalents at end of period $ - $ 75,830 $ 6,478 $ 5,372 $ - $ 87,680 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 171,518 $ 10,931 $ 22,859 $ - $ 205,308 Cash flows from investing activities: Purchases of property and equipment - (26,636 ) (258 ) (2,303 ) 176 (29,021 ) Deposits and payments for acquisitions - (510,701 ) - (8,548 ) 43,300 (475,949 ) Proceeds from sale of a station - 70,305 - - (43,300 ) 27,005 Other investing activities - 3,450 150 200 (176 ) 3,624 Net cash used in investing activities - (463,582 ) (108 ) (10,651 ) - (474,341 ) Cash flows from financing activities: Proceeds from long-term debt - 419,950 - 2,000 - 421,950 Repayments of long-term debt - (155,653 ) (7,337 ) (3,300 ) - (166,290 ) Common stock dividends paid (23,686 ) - - - - (23,686 ) Purchase of treasury stock (48,660 ) - - - - (48,660 ) Inter-company payments 68,989 (68,989 ) - - - - Other financing activities 3,357 (6,224 ) (8 ) 98 - (2,777 ) Net cash provided by financing activities - 189,084 (7,345 ) (1,202 ) - 180,537 Net increase (decrease) in cash and cash equivalents - (102,980 ) 3,478 11,006 - (88,496 ) Cash and cash equivalents at beginning of period - 130,472 889 551 - 131,912 Cash and cash equivalents at end of period $ - $ 27,492 $ 4,367 $ 11,557 $ - $ 43,416 F-1 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Three Months Ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 (in thousands, except per share amounts) Net revenue $ 540,317 $ 626,115 $ 611,870 653,664 Income from operations 110,151 138,685 129,072 140,837 (Loss) income before income taxes (997 ) 80,777 74,085 87,519 Net income attributable to Nexstar 6,049 43,992 46,475 378,481 Basic net income per common share $ 0.14 $ 0.94 $ 1.01 $ 8.27 Basic weighted average shares outstanding 44,200 46,931 46,107 45,754 Diluted net income per common share $ 0.13 $ 0.91 $ 0.98 $ 8.03 Diluted weighted average shares outstanding 45,419 48,195 47,452 47,149 Three Months Ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 (in thousands, except per share amounts) Net revenue $ 255,658 $ 261,994 $ 275,659 $ 309,879 Income from operations 57,929 64,007 72,897 92,475 Income before income taxes 37,139 43,283 43,149 47,101 Net income attributable to Nexstar 21,727 24,529 24,799 20,482 Basic net income per common share $ 0.71 $ 0.80 $ 0.81 $ 0.67 Basic weighted average shares outstanding 30,658 30,680 30,695 30,713 Diluted net income per common share $ 0.69 $ 0.78 $ 0.78 $ 0.64 Diluted weighted average shares outstanding 31,538 31,620 31,698 31,798 |
Valuation and Qualifying Acco40
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Allowance for Doubtful Accounts Rollforward Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2017 $ 5,805 $ 10,263 $ (2,710 ) $ 13,358 Year Ended December 31, 2016 5,369 4,160 (3,724 ) 5,805 Year Ended December 31, 2015 3,002 3,443 (1,076 ) 5,369 (1) Uncollectible accounts written off, net of recoveries. |
Organization and Business Ope41
Organization and Business Operations (Details) Viewer in Millions | Dec. 31, 2017ViewerTelevisionStationMarket |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of full power television stations owned, operated, programmed or provided sales and other services | 170 |
Number of markets in which the Company's stations broadcast | Market | 100 |
Approximate number of viewers | Viewer | 43.6 |
Approximate number of viewers (in hundredths) | 38.90% |
Number of full power television stations owned or operated by independent third parties | 36 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Variable Interest Entity [Line Items] | |||||
Spectrum asset | $ 305,764 | ||||
Other current assets | 71,859 | $ 57,479 | |||
Total current assets | 1,056,218 | 363,217 | |||
Liability to surrender spectrum asset | 314,087 | ||||
Other current liabilities | 17,169 | 9,714 | |||
Total current liabilities | 670,703 | 189,578 | |||
Current assets: | |||||
Cash and cash equivalents | 115,652 | 87,680 | $ 43,416 | $ 131,912 | |
Accounts receivable, net | 562,943 | 218,058 | |||
Spectrum asset | 305,764 | ||||
Prepaid expenses and other current assets | 71,859 | 30,760 | |||
Total current assets | 1,056,218 | 363,217 | |||
Property and equipment, net | 734,138 | 276,153 | |||
Goodwill | 2,142,846 | 473,304 | 451,662 | ||
FCC licenses | 1,767,638 | 542,524 | $ 489,335 | ||
Other intangible assets, net | 1,581,626 | 324,737 | |||
Other noncurrent assets, net | 199,181 | 85,070 | |||
Total assets | [1] | 7,481,647 | 2,966,085 | ||
Current liabilities: | |||||
Current portion of debt | 92,808 | 28,093 | |||
Interest payable | 39,563 | 44,190 | |||
Liability to surrender spectrum asset | 314,087 | ||||
Other current liabilities | 17,169 | 9,714 | |||
Total current liabilities | 670,703 | 189,578 | |||
Debt | 4,269,652 | 2,314,326 | |||
Other noncurrent liabilities | 340,541 | 45,819 | |||
Total liabilities | [1] | 5,900,337 | 2,681,731 | ||
Consolidated VIEs [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 426,879 | 226,198 | |||
Spectrum asset | 26,695 | ||||
Total current assets | 75,044 | 31,208 | |||
Consolidated VIEs, Liabilities | 81,832 | 39,196 | |||
Liability to surrender spectrum asset | 27,347 | ||||
Other current liabilities | 24,146 | 12,606 | |||
Total current liabilities | 109,052 | 21,971 | |||
Current assets: | |||||
Cash and cash equivalents | 17,180 | 7,302 | |||
Accounts receivable, net | 24,407 | 20,553 | |||
Spectrum asset | 26,695 | ||||
Prepaid expenses and other current assets | 6,762 | 3,353 | |||
Total current assets | 75,044 | 31,208 | |||
Property and equipment, net | 25,971 | 29,984 | |||
Goodwill | 163,549 | 98,107 | |||
FCC licenses | 151,808 | 114,791 | |||
Other intangible assets, net | 97,757 | 87,668 | |||
Other noncurrent assets, net | 9,443 | 13,233 | |||
Total assets | 523,572 | 374,991 | |||
Current liabilities: | |||||
Current portion of debt | 56,565 | 8,334 | |||
Interest payable | 994 | 1,031 | |||
Liability to surrender spectrum asset | 27,347 | ||||
Other current liabilities | 24,146 | 12,606 | |||
Total current liabilities | 109,052 | 21,971 | |||
Debt | 245,523 | 268,499 | |||
Other noncurrent liabilities | 30,594 | 26,590 | |||
Total liabilities | 385,169 | 317,060 | |||
Consolidated VIEs [Member] | Current assets [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Spectrum asset | 26,695 | ||||
Other current assets | 22,038 | 3,638 | |||
Total current assets | 48,733 | 3,638 | |||
Current assets: | |||||
Spectrum asset | 26,695 | ||||
Total current assets | 48,733 | 3,638 | |||
Consolidated VIEs [Member] | Property and equipment, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 7,517 | 6,944 | |||
Consolidated VIEs [Member] | Goodwill [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 130,362 | 46,465 | |||
Consolidated VIEs [Member] | FCC licenses [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 151,808 | 114,791 | |||
Consolidated VIEs [Member] | Other intangible assets, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 81,916 | 53,747 | |||
Consolidated VIEs [Member] | Other noncurrent assets, net [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Assets | 6,543 | 613 | |||
Consolidated VIEs [Member] | Current liabilities [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liability to surrender spectrum asset | 27,347 | ||||
Other current liabilities | 24,146 | 12,606 | |||
Total current liabilities | 51,493 | 12,606 | |||
Current liabilities: | |||||
Liability to surrender spectrum asset | 27,347 | ||||
Other current liabilities | 24,146 | 12,606 | |||
Total current liabilities | 51,493 | 12,606 | |||
Consolidated VIEs [Member] | Noncurrent liabilities [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Consolidated VIEs, Liabilities | $ 30,339 | $ 26,590 | |||
[1] | The consolidated total assets as of December 31, 2017 and 2016 include certain assets held by consolidated VIEs of $426.9 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2017 and 2016 include certain liabilities of consolidated VIEs of $81.8 million and $39.2 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 Accoun43
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Jul. 19, 2017USD ($) | Jan. 31, 2017USD ($) | Jan. 17, 2017USD ($)ReportingUnit | Jul. 27, 2016USD ($) | Dec. 31, 2017USD ($)ReportingUnit | Mar. 31, 2017ReportingUnit | Dec. 31, 2017USD ($)ReportingUnitSegmentshares | Dec. 31, 2016USD ($)ReportingUnitshares | Dec. 31, 2015USD ($)shares | Feb. 27, 2017USD ($) | Oct. 31, 2013USD ($) | Nov. 09, 2012USD ($) |
Debt Disclosure [Abstract] | ||||||||||||
Proceeds from station divestitures used to finance cash consideration | $ 481,946 | $ 27,005 | ||||||||||
Repayment of debt | 1,922,329 | $ 80,140 | 166,290 | |||||||||
Basis points | 0.50% | |||||||||||
Revenue Recognition [Abstract] | ||||||||||||
Barter revenue | 42,500 | 34,700 | 37,700 | |||||||||
Barter expense | 42,500 | 34,700 | 37,700 | |||||||||
Revenue from trade transactions | 14,200 | 11,000 | 9,400 | |||||||||
Trade expense | 14,500 | 10,800 | 9,000 | |||||||||
Advertising Expense [Abstract] | ||||||||||||
Advertising Expense | $ 9,200 | $ 4,000 | $ 3,400 | |||||||||
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||||||||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 153,000 | 351,000 | 766,000 | |||||||||
Segment Reporting [Abstract] | ||||||||||||
Number of reportable segments | Segment | 1 | |||||||||||
Barter revenue | $ 42,500 | $ 34,700 | $ 37,700 | |||||||||
Current barter assets | 9,700 | 8,900 | ||||||||||
Noncurrent barter assets | 12,500 | 10,800 | ||||||||||
Current barter liabilities | 9,700 | 8,600 | ||||||||||
Noncurrent barter liabilities | $ 12,500 | $ 11,100 | ||||||||||
Television Spot Advertising Contracts [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Percentage of revenue | 46.00% | 50.00% | ||||||||||
Retransmission Agreements [Members] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Percentage of revenue | 41.00% | 36.00% | ||||||||||
Accounting Standards Update 2016-09 [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Increase in cash flows from operating activities | $ (13,800) | (8,000) | ||||||||||
Decrease in cash flow from financing activities. | $ (13,800) | $ (8,000) | ||||||||||
ASU 2016-16 [Member] | Other noncurrent assets, net [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Decrease in assets/liabilities | $ 1,300 | $ 1,300 | ||||||||||
ASU 2016-16 [Member] | Deferred Tax Liabilities [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Decrease in assets/liabilities | 2,100 | 2,100 | ||||||||||
ASU 2016-16 [Member] | Accumulated Deficit [Member] | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Decrease in assets/liabilities | $ 800 | $ 800 | ||||||||||
Broadcasting [Member] | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Number of reporting units | ReportingUnit | 100 | 1 | 1 | 60 | ||||||||
All Other Segments [Member] | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Number of reporting units | ReportingUnit | 4 | 3 | 2 | |||||||||
Network Affiliation Agreements [Member] | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | 15 years | |||||||||
5.625 % Due 2024 [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Interest rate | 5.625% | 5.625% | ||||||||||
5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | ||||||||
5.875% Due 2022 [Member] | Senior Subordinated Notes [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Maturity year | 2,022 | |||||||||||
Long-term debt | $ 400,000 | |||||||||||
Interest rate | 5.875% | 5.875% | 5.875% | 5.875% | ||||||||
6.875 % Due 2020 [Member] | Senior Subordinated Notes [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 275,000 | $ 250,000 | ||||||||||
Debt instrument, principle amount redeemed | $ 525,000 | |||||||||||
Interest rate | 6.875% | 6.875% | 6.875% | 6.875% | 6.875% | |||||||
Media General [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Proceeds from station divestitures used to finance cash consideration | $ 481,900 | |||||||||||
Cash on hand used to finance cash consideration | 1,376,108 | |||||||||||
Long-term debt | $ 434,269 | |||||||||||
Media General [Member] | Network Affiliation Agreements [Member] | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Network affiliation agreements useful life | 15 years | |||||||||||
Media General [Member] | Senior Secured Term Loan B [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 2,750,000 | |||||||||||
Debt instrument, issued price percentage | 99.49% | |||||||||||
Repayment of debt | $ 454,400 | |||||||||||
Media General [Member] | Revolving loans [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Maturity period | 5 years | |||||||||||
Media General [Member] | New Senior Secured Term Loan A Due June 28, 2018 [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 51,300 | |||||||||||
Debt instrument, issued price percentage | 99.25% | |||||||||||
Media General [Member] | Senior Secured Term Loans A [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 456,000 | $ 293,900 | ||||||||||
Debt instrument, issued price percentage | 99.16% | 99.34% | ||||||||||
Long-term debt | $ 24,800 | |||||||||||
Maturity period | 5 years | |||||||||||
Media General [Member] | Revolving loans [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 3,000 | $ 3,000 | ||||||||||
Repayment of debt | $ 2,000 | |||||||||||
Media General [Member] | Term Loans [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Repayment of debt | $ 668,800 | $ 1,658,135 | ||||||||||
Media General [Member] | 5.625 % Due 2024 [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument principal amount | $ 900,000 | |||||||||||
Debt instrument, issued price percentage | 5.625% | |||||||||||
Maturity year | 2,024 | |||||||||||
Media General [Member] | 5.875% Due 2022 [Member] | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt instrument, issued price percentage | 5.875% | |||||||||||
Maturity year | 2,022 | |||||||||||
Long-term debt | $ 400,000 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | |||||||||||
Weighted average shares outstanding - basic | 45,754 | 46,107 | 46,931 | 44,200 | 30,713 | 30,695 | 30,680 | 30,658 | 45,754 | 30,687 | 31,100 |
Dilutive effect of equity incentive plan instruments | 1,395 | 977 | 991 | ||||||||
Weighted average shares outstanding - diluted | 47,149 | 47,452 | 48,195 | 45,419 | 31,798 | 31,698 | 31,620 | 31,538 | 47,149 | 31,664 | 32,091 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Media General - Additional Information (Details) | Aug. 28, 2017USD ($) | Jul. 21, 2017USD ($) | Jan. 17, 2017USD ($)TelevisionStationMarket$ / shares | Dec. 31, 2017USD ($)Market$ / shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)Market$ / shares | Dec. 31, 2017USD ($)Market$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Number of markets in which the Company's stations broadcast | Market | 100 | 100 | 100 | ||||||||||||
Number of full power television stations whose assets are sold | TelevisionStation | 12 | ||||||||||||||
Number of markets in which full power television stations are sold | Market | 12 | ||||||||||||||
Gain (Loss) on sale of business | $ 57,716,000 | ||||||||||||||
Initial payments of CVR to holders | 263,647,000 | $ 2,000,000 | |||||||||||||
Liability to surrender spectrum current | $ 314,087,000 | $ 314,087,000 | 314,087,000 | ||||||||||||
Consolidation of remaining assets in non-controlling interests | 7,600,000 | 108,694,000 | $ 2,900,000 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 653,664,000 | $ 611,870,000 | $ 626,115,000 | $ 540,317,000 | $ 309,879,000 | $ 275,659,000 | $ 261,994,000 | $ 255,658,000 | 2,431,966,000 | 1,103,190,000 | 896,377,000 | ||||
Operating income (loss) | 140,837,000 | $ 129,072,000 | $ 138,685,000 | $ 110,151,000 | $ 92,475,000 | $ 72,897,000 | $ 64,007,000 | $ 57,929,000 | 518,745,000 | $ 287,308,000 | $ 206,107,000 | ||||
Consolidated VIEs [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Liability to surrender spectrum current | $ 27,347,000 | $ 27,347,000 | $ 27,347,000 | ||||||||||||
5.875% Senior Notes Due 2022 [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Long-term debt | $ 400,000,000 | ||||||||||||||
Interest rate | 5.875% | ||||||||||||||
Term Loan A [Member] | Shield Senior Secured Credit Facility [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Long-term debt | $ 24,800,000 | ||||||||||||||
Network Affiliation Agreements [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | 15 years | ||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Media General Divestitures [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of full power television stations whose assets are sold | TelevisionStation | 7 | ||||||||||||||
Number of markets in which full power television stations are sold | Market | 7 | ||||||||||||||
Selling price of entities sold | $ 427,600,000 | ||||||||||||||
Gain (Loss) on sale of business | $ (4,700,000) | ||||||||||||||
Nexstar Divestitures [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of full power television stations whose assets are sold | TelevisionStation | 5 | ||||||||||||||
Selling price of entities sold | $ 114,400,000 | ||||||||||||||
Gain (Loss) on sale of business | $ 62,400,000 | ||||||||||||||
Media General [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Merger effective date | Jan. 17, 2017 | ||||||||||||||
Number of full power television stations owned, operated or serviced | TelevisionStation | 78 | ||||||||||||||
Number of markets in which the Company's stations broadcast | Market | 48 | ||||||||||||||
Outstanding equity acquired, price per share | $ / shares | $ 10.55 | ||||||||||||||
Estimated acquisition date fair value of spectrum asset | $ 465,582,000 | ||||||||||||||
Estimated fair value of contingent value rights | 271,000,000 | ||||||||||||||
Gross proceeds to surrender of spectrum auction | $ 478,600,000 | ||||||||||||||
Initial payments of CVR to holders | $ 258,600,000 | ||||||||||||||
Taxes paid | $ 180,900,000 | ||||||||||||||
Derecognition of spectrum asset to surrender spectrum | $ 34,600,000 | ||||||||||||||
Derecognition of spectrum liability to surrender spectrum | 34,600,000 | ||||||||||||||
Spectrum assets not yet surrendered and retained current | 305,800,000 | 305,800,000 | $ 305,800,000 | ||||||||||||
Spectrum assets not yet surrendered and retained noncurrent | 126,900,000 | 126,900,000 | 126,900,000 | ||||||||||||
Liability to surrender spectrum current | 314,100,000 | 314,100,000 | 314,100,000 | ||||||||||||
Liability to surrender spectrum noncurrent | $ 130,000,000 | 130,000,000 | 130,000,000 | ||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 159,000,000 | ||||||||||||||
Carryover of tax basis in property and equipment, deductible for tax purposes | 247,800,000 | ||||||||||||||
Long-term debt | 434,269,000 | ||||||||||||||
Change in estimated fair value of spectrum asset increased | 24,000,000 | ||||||||||||||
Decrease in accounts receivable due to changes in estimate of collectability of accounts receivable | 23,400,000 | ||||||||||||||
Increase in goodwill due to changes in estimate of fair value assumptions | 32,800,000 | ||||||||||||||
Increase in deferred tax liabilities due to changes in estimate of fair value assumptions | 7,400,000 | ||||||||||||||
Decrease in income tax payable due to changes in estimate of fair value assumptions | 6,500,000 | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 1,412,000,000 | ||||||||||||||
Operating income (loss) | $ 300,400,000 | ||||||||||||||
Acquisition related costs | $ 52,400,000 | $ 8,400,000 | |||||||||||||
Media General [Member] | Property and Equipment [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Measurement period adjustments, increase (decrease) in acquired intangible assets | (1,800,000) | ||||||||||||||
Media General [Member] | Consolidated VIEs [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consolidation of remaining assets in non-controlling interests | 7,600,000 | ||||||||||||||
Media General [Member] | FCC licenses [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | 294,300,000 | ||||||||||||||
Measurement period adjustments, increase (decrease) in acquired intangible assets | $ (255,300,000) | ||||||||||||||
Media General [Member] | Network Affiliation Agreements [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 31,700,000 | ||||||||||||||
Measurement period adjustments, increase (decrease) in acquired intangible assets | $ 254,500,000 | ||||||||||||||
Media General [Member] | Other definite-lived intangible assets [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Weighted average estimated useful life of other intangible assets | 19 years | ||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 40,400,000 | ||||||||||||||
Measurement period adjustments, increase (decrease) in acquired intangible assets | $ (25,100,000) | ||||||||||||||
Media General [Member] | Class A Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of shares issued for each share outstanding | 12.49% | ||||||||||||||
Common stock, par value | $ / shares | $ 0.01 |
Acquisitions and Dispositions46
Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Jan. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Repayment of Media General debt, including premium and accrued interest | $ 1,922,329 | $ 80,140 | $ 166,290 | ||
Media General [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash Consideration | $ 1,376,108 | ||||
Nexstar Common Stock issued (15,670,094 shares) | 995,835 | ||||
Reissued Nexstar Common Stock from treasury (560,316 shares) | 35,608 | ||||
Stock option replacement awards (228,438 options) | 10,702 | ||||
Contingent consideration liability (CVR) | 271,008 | ||||
Total Consideration | 4,347,396 | ||||
Media General [Member] | Term Loans [Member] | |||||
Business Acquisition [Line Items] | |||||
Repayment of Media General debt, including premium and accrued interest | $ 668,800 | $ 1,658,135 |
Acquisitions and Dispositions47
Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger (Parenthetical) (Details) - Media General [Member] | Jan. 17, 2017shares |
Business Acquisition [Line Items] | |
Common stock, shares issued in business acquisition | 15,670,094 |
Stock issued during period, shares, treasury stock Reissued | 560,316 |
Stock option replacement awards, number of stock options | 228,438 |
Acquisitions and Dispositions48
Acquisitions and Dispositions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Oct. 02, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Jan. 17, 2017 | Jan. 04, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 02, 2016 | Mar. 14, 2016 | Jan. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 2,142,846,000 | $ 473,304,000 | $ 451,662,000 | ||||||||
Consolidated VIEs [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 163,549,000 | $ 98,107,000 | |||||||||
Media General [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash and cash equivalents | $ 63,850,000 | ||||||||||
Accounts receivable | 301,604,000 | ||||||||||
Spectrum asset | 465,582,000 | ||||||||||
Prepaid expenses and other current assets | 35,973,000 | ||||||||||
Property and equipment | 482,144,000 | ||||||||||
FCC licenses | 1,242,847,000 | ||||||||||
Goodwill | 1,701,097,000 | ||||||||||
Other noncurrent assets | 36,104,000 | ||||||||||
Total assets acquired and consolidated | 5,753,484,000 | ||||||||||
Less: Accounts payable and accrued expenses | (187,721,000) | ||||||||||
Less: Taxes payable | (10,854,000) | ||||||||||
Less: Interest payable | (12,794,000) | ||||||||||
Less: Debt | (434,269,000) | ||||||||||
Less: Deferred tax liabilities | (957,779,000) | ||||||||||
Less: Other noncurrent liabilities | (227,378,000) | ||||||||||
Less: Noncontrolling interests in consolidated VIEs | (7,600,000) | ||||||||||
Net assets acquired and consolidated | 3,915,089,000 | ||||||||||
Cash Consideration | 1,376,108,000 | ||||||||||
Media General [Member] | Network Affiliation Agreements [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | 1,323,200,000 | ||||||||||
Media General [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 101,083,000 | ||||||||||
WVMH [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accounts receivable | $ 438,000 | ||||||||||
Prepaid expenses and other current assets | 114,000 | ||||||||||
Property and equipment | 18,362,000 | ||||||||||
Goodwill | 35,000 | ||||||||||
Total assets acquired and consolidated | 22,351,000 | ||||||||||
Less: Accounts payable and accrued expenses | (623,000) | ||||||||||
Less: Other noncurrent liabilities | (307,000) | ||||||||||
Net assets acquired and consolidated | 21,421,000 | ||||||||||
Deposit on second closing | 43,543,000 | ||||||||||
Cash Consideration | $ 66,900,000 | 64,964,000 | |||||||||
WVMH [Member] | Consolidated VIEs [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Broadcast rights | $ 527,000 | ||||||||||
Property and equipment | 3,489,000 | ||||||||||
FCC licenses | 41,230,000 | ||||||||||
Goodwill | 28,588,000 | ||||||||||
Total assets acquired and consolidated | 109,221,000 | ||||||||||
Less: Broadcast rights payable | (527,000) | ||||||||||
Net assets acquired and consolidated | 108,694,000 | ||||||||||
WVMH [Member] | Network Affiliation Agreements [Member] | Consolidated VIEs [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 35,387,000 | ||||||||||
WVMH [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 3,402,000 | ||||||||||
Parker [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
FCC licenses | $ 1,539,000 | ||||||||||
Goodwill | 698,000 | ||||||||||
Total assets acquired and consolidated | 4,000,000 | ||||||||||
Cash Consideration | 800,000 | ||||||||||
Parker [Member] | Network Affiliation Agreements [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | 1,743,000 | ||||||||||
Parker [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 20,000 | ||||||||||
WLWC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Broadcast rights | $ 1,599,000 | ||||||||||
Property and equipment | 1,158,000 | ||||||||||
Goodwill | 0 | ||||||||||
Total assets acquired and consolidated | 5,659,000 | ||||||||||
Less: Broadcast rights payable | (1,599,000) | ||||||||||
Net assets acquired and consolidated | 4,060,000 | ||||||||||
Cash Consideration | 4,100,000 | ||||||||||
WLWC [Member] | Network Affiliation Agreements [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | 2,517,000 | ||||||||||
WLWC [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 385,000 | ||||||||||
Reiten [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Broadcast rights | $ 13,000 | ||||||||||
Property and equipment | 8,139,000 | ||||||||||
FCC licenses | 9,779,000 | ||||||||||
Goodwill | 7,931,000 | ||||||||||
Total assets acquired and consolidated | 44,019,000 | ||||||||||
Less: Accounts payable and accrued expenses | (8,000) | ||||||||||
Less: Broadcast rights payable | (13,000) | ||||||||||
Net assets acquired and consolidated | 43,998,000 | ||||||||||
Reiten [Member] | Network Affiliation Agreements [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | 16,084,000 | ||||||||||
Reiten [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 2,073,000 | ||||||||||
KCWI [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Accounts receivable | $ 396,000 | ||||||||||
Prepaid expenses and other current assets | 40,000 | ||||||||||
Broadcast rights | 1,740,000 | ||||||||||
Property and equipment | 1,076,000 | ||||||||||
FCC licenses | 2,180,000 | ||||||||||
Goodwill | 350,000 | ||||||||||
Total assets acquired and consolidated | 5,784,000 | ||||||||||
Less: Accounts payable and accrued expenses | (17,000) | ||||||||||
Less: Broadcast rights payable | (1,886,000) | ||||||||||
Net assets acquired and consolidated | 3,881,000 | ||||||||||
KCWI [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Finite-lived intangible assets | $ 2,000 |
Acquisitions and Dispositions49
Acquisitions and Dispositions - WVMH - Additional Information (Details) $ in Thousands | Jan. 31, 2017USD ($) | Aug. 02, 2016 | Jan. 04, 2016USD ($) | Nov. 16, 2015USD ($)TelevisionStation | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | ||||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | 518,745 | 287,308 | $ 206,107 | ||||
WVMH [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price of entities to be acquired | $ 130,000 | ||||||||||||||
Cash paid in business acquisition | $ 66,900 | $ 64,964 | |||||||||||||
Deposits and payments for acquisitions | $ 6,500 | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 51,300 | ||||||||||||||
Operating income (loss) | 11,500 | ||||||||||||||
Acquisition related costs | $ 0 | $ 0 | |||||||||||||
WVMH [Member] | Consolidated VIEs [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||||
WVMH [Member] | Other definite-lived intangible assets [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Weighted average estimated useful life of other intangible assets | 3 years | ||||||||||||||
WVMH [Member] | CBS Affiliation [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of television stations to be acquired | TelevisionStation | 3 | ||||||||||||||
WVMH [Member] | NBC Affiliation [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of television stations to be acquired | TelevisionStation | 1 |
Acquisitions and Dispositions50
Acquisitions and Dispositions - Parker - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Jun. 13, 2014 | May 27, 2014 |
KFQX [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price of entities to be acquired | $ 4 | ||
Deposits and payments for acquisitions | $ 3.2 | ||
Parker [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid in business acquisition | $ 0.8 | ||
Network affiliation agreements useful life | 15 years |
Acquisitions and Dispositions51
Acquisitions and Dispositions - WLWC-TV - Additional Information (Details) - USD ($) | Oct. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,142,846,000 | $ 473,304,000 | $ 451,662,000 | |
WLWC [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Oct. 2, 2017 | |||
Cash paid in business acquisition | $ 4,100,000 | |||
Goodwill | $ 0 | |||
Network affiliation agreements useful life | 15 years |
Acquisitions and Dispositions52
Acquisitions and Dispositions - Reiten - Additional Information (Details) $ in Thousands | Feb. 01, 2016USD ($)TelevisionStation | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | |||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | $ 518,745 | $ 287,308 | $ 206,107 | |||
Network Affiliation Agreements [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Network affiliation agreements useful life | 15 years | 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 | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 11,100 | |||||||||||||
Operating income (loss) | $ 1,000 | |||||||||||||
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 Dispositions53
Acquisitions and Dispositions - KCWI - Additional Information (Details) - USD ($) | Mar. 14, 2016 | Oct. 24, 2014 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664,000 | $ 611,870,000 | $ 626,115,000 | $ 540,317,000 | $ 309,879,000 | $ 275,659,000 | $ 261,994,000 | $ 255,658,000 | $ 2,431,966,000 | $ 1,103,190,000 | $ 896,377,000 | |||
Operating income (loss) | $ 140,837,000 | $ 129,072,000 | $ 138,685,000 | $ 110,151,000 | $ 92,475,000 | $ 72,897,000 | $ 64,007,000 | $ 57,929,000 | $ 518,745,000 | 287,308,000 | $ 206,107,000 | |||
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 | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 3,100,000 | |||||||||||||
Operating income (loss) | $ 2,700,000 |
Acquisitions and Dispositions54
Acquisitions and Dispositions - CCA - Additional Information (Details) $ in Thousands | Dec. 31, 2014USD ($)TelevisionStationMarket | Dec. 01, 2014USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)TelevisionStationMarket |
Business Acquisition [Line Items] | |||||||||||||||
Proceeds from disposal of a station | $ 481,946 | $ 27,005 | |||||||||||||
Proceeds from disposals of property and equipment | 20,026 | $ 718 | 3,624 | ||||||||||||
Consolidation of remaining assets in non-controlling interests | 7,600 | 108,694 | 2,900 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | 2,431,966 | 1,103,190 | 896,377 | ||||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | 518,745 | 287,308 | 206,107 | ||||
Eliminations [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Proceeds from disposal of a station | (43,300) | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ (146,286) | $ (89,308) | (74,986) | ||||||||||||
CCA [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Jan. 1, 2015 | ||||||||||||||
Purchase price of entities acquired | $ 278,100 | ||||||||||||||
Number of television stations acquired | TelevisionStation | 14 | 14 | |||||||||||||
Number of television market of stations acquired | Market | 10 | 10 | |||||||||||||
Deposits and payments for acquisitions | $ 43,000 | $ 27,000 | |||||||||||||
Cash paid in business acquisition | $ 251,100 | ||||||||||||||
Acquisition related costs | 500 | $ 700 | |||||||||||||
One time employment charges | 600 | ||||||||||||||
Proceeds from disposal of a station | 27,400 | ||||||||||||||
Proceeds from disposals of property and equipment | 800 | ||||||||||||||
Loss on disposal of property and equipment | $ (500) | ||||||||||||||
New television markets entered | Market | 7 | 7 | |||||||||||||
New market duopolies operated | Market | 4 | 4 | |||||||||||||
Consolidation of remaining assets in non-controlling interests | $ 2,900 | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 107,900 | ||||||||||||||
Operating income (loss) | $ 34,900 | ||||||||||||||
CCA [Member] | Eliminations [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Purchase price of entities acquired | 43,300 | ||||||||||||||
Proceeds from disposal of a station | $ 43,300 |
Acquisitions and Dispositions55
Acquisitions and Dispositions - KASW - Additional Information (Details) - USD ($) | Jan. 29, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664,000 | $ 611,870,000 | $ 626,115,000 | $ 540,317,000 | $ 309,879,000 | $ 275,659,000 | $ 261,994,000 | $ 255,658,000 | $ 2,431,966,000 | $ 1,103,190,000 | $ 896,377,000 | ||
Operating income (loss) | $ 140,837,000 | $ 129,072,000 | $ 138,685,000 | $ 110,151,000 | $ 92,475,000 | $ 72,897,000 | $ 64,007,000 | $ 57,929,000 | $ 518,745,000 | $ 287,308,000 | 206,107,000 | ||
KASW [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price of entities acquired | $ 70,800,000 | ||||||||||||
Acquisition related costs | $ 0 | ||||||||||||
Acquisition date | Jan. 29, 2015 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 19,600,000 | ||||||||||||
Operating income (loss) | $ 9,300,000 |
Acquisitions and Dispositions56
Acquisitions and Dispositions - Yashi - Additional Information (Details) - USD ($) $ in Thousands | Feb. 02, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | ||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | $ 518,745 | $ 287,308 | $ 206,107 | ||
Yashi [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price of entities acquired | $ 33,400 | ||||||||||||
Acquisition date | Feb. 2, 2015 | ||||||||||||
Acquisition related costs | $ 100 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 18,800 | ||||||||||||
Operating income (loss) | $ (3,300) |
Acquisitions and Dispositions57
Acquisitions and Dispositions - KLAS - Additional Information (Details) - USD ($) $ in Thousands | Feb. 13, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | |||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | $ 518,745 | $ 287,308 | 206,107 | |||
KLAS [ Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Purchase price of entities acquired | $ 150,800 | |||||||||||||
Acquisition related costs | $ 100 | $ 100 | ||||||||||||
Acquisition date | Feb. 13, 2015 | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 32,700 | |||||||||||||
Operating income (loss) | $ 6,600 |
Acquisitions and Dispositions58
Acquisitions and Dispositions - Kixer - Additional Information (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | ||
Operating income (loss) | $ 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | $ 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | 518,745 | 287,308 | 206,107 | ||
Remaining Earnout payment | 4,044 | ||||||||||||
Payments for Contingent Consideration | $ 263,647 | ||||||||||||
Kixer [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition date | Oct. 1, 2015 | ||||||||||||
Cash paid in business acquisition | $ 8,500 | ||||||||||||
Maximum Earnout payment | $ 7,000 | ||||||||||||
Acquisition related costs | 100 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 1,700 | ||||||||||||
Operating income (loss) | $ 400 | ||||||||||||
Remaining Earnout payment | 4,000 | ||||||||||||
Payments for Contingent Consideration | $ 2,000 | ||||||||||||
Kixer [Member] | Carrying Reported Amount Fair Value Disclosure [Member] | Level 3 [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair Value of Earnout Payment | $ 3,000 |
Acquisitions and Dispositions59
Acquisitions and Dispositions - Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Net revenue | $ 2,484,214 | $ 2,457,492 |
Income before income taxes | 288,279 | 124,966 |
Net income | 503,871 | 49,318 |
Net income attributable to Nexstar | $ 503,541 | $ 46,547 |
Net income per common share attributable to Nexstar - basic | $ 10.84 | $ 0.99 |
Net income per common share attributable to Nexstar - diluted | $ 10.52 | $ 0.97 |
Acquisitions and Dispositions60
Acquisitions and Dispositions - Subsequent Acquisition - Additional Information (Details) - LKQD [Member] - USD ($) | Jan. 16, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Acquisition related costs | $ 300,000 | |
Subsequent Event [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition date | Jan. 16, 2018 | |
Cash paid in business acquisition | $ 90,000,000 | |
Maximum Earnout payment | 35,000,000 | |
Subsequent Event [Member] | Revolving loans [Member] | ||
Business Acquisition [Line Items] | ||
Portion of business acquisition consideration funded by revolving credit | $ 44,000,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,093,520 | $ 563,427 |
Less: accumulated depreciation | (359,382) | (287,274) |
Property and equipment, net | 734,138 | 276,153 |
Buildings and improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 225,183 | $ 81,337 |
Estimated useful life | 39 years | 39 years |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 127,625 | $ 32,068 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 29,114 | 9,909 |
Studio and transmission equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 539,788 | $ 363,574 |
Studio and transmission equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Studio and transmission equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 96,487 | $ 40,255 |
Computer equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Computer equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 18,876 | $ 11,516 |
Estimated useful life | 7 years | 7 years |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 35,211 | $ 17,340 |
Estimated useful life | 5 years | 5 years |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 21,236 | $ 7,428 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Capital lease | $ 5.8 | |
Studio and transmission equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Capital lease | $ 5.2 | $ 4 |
Intangible Assets and Goodwil63
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 2,164,259 | $ 748,458 | |
Accumulated Amortization | (582,633) | (423,721) | |
Net | $ 1,581,626 | $ 324,737 | |
Network Affiliation Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life, in years | 15 years | 15 years | 15 years |
Gross | $ 1,971,170 | $ 659,054 | |
Accumulated Amortization | (461,345) | (357,704) | |
Net | 1,509,825 | 301,350 | |
Other definite-lived intangible assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 193,089 | 89,404 | |
Accumulated Amortization | (121,288) | (66,017) | |
Net | $ 71,801 | $ 23,387 | |
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 | 20 years | 20 years |
Intangible Assets and Goodwil64
Intangible Assets and Goodwill - Additional Information (Details) | Jan. 17, 2017ReportingUnit | Dec. 31, 2017USD ($)ReportingUnit | Mar. 31, 2017USD ($)ReportingUnit | Dec. 31, 2017USD ($)ReportingUnit | Dec. 31, 2016USD ($)ReportingUnit | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||
Assets impairment charge | $ 8,500,000 | |||||
Goodwill impairment charges | 11,517,000 | $ 15,262,000 | ||||
Goodwill | $ 2,142,846,000 | $ 2,142,846,000 | $ 473,304,000 | $ 451,662,000 | ||
FCC licenses [Member] | Quantitative Impairment Test Passed [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | $ 0 | |||||
Broadcasting [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of business reporting units | ReportingUnit | 100 | 1 | 1 | 60 | ||
Broadcasting [Member] | Quantitative Impairment Test Passed [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment charges | $ 0 | $ 0 | ||||
All Other Segments [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of business reporting units | ReportingUnit | 4 | 3 | 2 | |||
Goodwill | $ 19,900,000 | $ 19,900,000 | $ 23,600,000 | |||
Discount rate | 15.50% | |||||
Terminal growth rate | 2.50% | |||||
All Other Segments [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Compound annual growth rate | 5.00% | |||||
Initial year operating profit margin | (2.00%) | |||||
Operating profit margin | 4.70% | |||||
Income tax rate | 21.00% | |||||
All Other Segments [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Compound annual growth rate | 11.30% | |||||
Initial year operating profit margin | 10.00% | |||||
Operating profit margin | 20.00% | |||||
Income tax rate | 28.70% | |||||
All Other Segments [Member] | Quantitative Impairment Test Failed [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of business reporting units | ReportingUnit | 4 | 3 | 2 | |||
Goodwill impairment charges | $ 11,500,000 | $ 15,300,000 |
Intangible Assets and Goodwil65
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
2,018 | $ 128,827 | |
2,019 | 125,303 | |
2,020 | 117,015 | |
2,021 | 114,286 | |
2,022 | 112,657 | |
Thereafter | 983,538 | |
Net | $ 1,581,626 | $ 324,737 |
Intangible Assets and Goodwil66
Intangible Assets and Goodwill - Goodwill and FCC Licenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill, Gross | $ 2,212,755 | $ 534,557 | $ 497,653 |
Goodwill, Accumulated Impairment | (69,909) | (61,253) | (45,991) |
Goodwill, Net | 2,142,846 | 473,304 | 451,662 |
Goodwill Acquisitions, Gross | 1,701,719 | 36,904 | |
Goodwill Acquisitions, Accumulated Impairment | (11,517) | (15,262) | |
Goodwill Acquisitions and Consolidations of VIEs, Net | 1,701,719 | 36,904 | |
Goodwill Nexstar Divestitures, Gross | (22,823) | ||
Goodwill Nexstar Divestitures, Accumulated Impairment | 2,861 | ||
Goodwill Nexstar Divestitures, Net | (19,962) | ||
Goodwill Deconsolidations of a VIEs, Gross | (698) | ||
Goodwill Deconsolidations of a VIEs, Net | (698) | ||
FCC Licenses [Abstract] | |||
FCC Licenses, Gross | 1,815,048 | 591,945 | 538,756 |
FCC Licenses, Accumulated Impairment | (47,410) | (49,421) | (49,421) |
FCC Licenses, Net | 1,767,638 | 542,524 | $ 489,335 |
FCC Licenses Acquisitions, Gross | 1,244,386 | 53,189 | |
FCC Licenses Acquisitions and Consolidations of VIEs, Net | 1,244,386 | $ 53,189 | |
FCC Licenses Divestitures, Gross | (19,744) | ||
FCC Licenses Nexstar Divestitures, Accumulated Impairment | 2,011 | ||
FCC Licenses Nexstar Divestitures, Net | (17,733) | ||
FCC Licenses Deconsolidations of a VIEs, Gross | (1,539) | ||
FCC Licenses Deconsolidations of a VIEs, Net | $ (1,539) |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 44,775 | $ 20,713 |
Network affiliation fees | 68,197 | 30,153 |
Other | 46,309 | 20,449 |
Accrued expenses | $ 159,281 | $ 71,315 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long term Debt [Abstract] | ||
Debt | $ 4,362,460 | $ 2,342,419 |
Less: current portion | (92,808) | (28,093) |
Debt, noncurrent | 4,269,652 | 2,314,326 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 2,791,875 | 662,206 |
Revolving loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 3,000 | 2,000 |
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 520,705 | |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 273,008 | 272,598 |
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 408,102 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Debt | $ 886,475 | $ 884,910 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Feb. 27, 2017 | Jan. 17, 2017 | Dec. 31, 2016 | Jul. 27, 2016 | Jan. 29, 2015 | Nov. 09, 2012 |
6.125% Due 2022 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Interest rate | 6.125% | ||||||
5.625 % Due 2024 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Interest rate | 5.625% | ||||||
Notes Payable to Banks [Member] | Term Loans [Member] | |||||||
Long term Debt [Abstract] | |||||||
Debt financing costs and discount | $ 57,547 | $ 6,592 | |||||
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Debt financing costs and discount | $ 4,295 | ||||||
Interest rate | 6.875% | 6.875% | 6.875% | 6.875% | |||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Debt financing costs and discount | $ 1,992 | $ 2,402 | |||||
Interest rate | 6.125% | 6.125% | 6.125% | ||||
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Debt financing costs and discount | $ 8,102 | ||||||
Interest rate | 5.875% | 5.875% | 5.875% | ||||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | |||||||
Long term Debt [Abstract] | |||||||
Debt financing costs and discount | $ 13,525 | $ 15,090 | |||||
Interest rate | 5.625% | 5.625% | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 16, 2018 | Jan. 16, 2018 | Jul. 19, 2017 | Feb. 27, 2017 | Jan. 31, 2017 | Jan. 17, 2017 | Jul. 27, 2016 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 30, 2016 | Jan. 29, 2015 | Oct. 31, 2013 | Nov. 09, 2012 |
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of debt | $ 1,922,329,000 | $ 80,140,000 | $ 166,290,000 | ||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | 4,362,460,000 | $ 2,342,419,000 | |||||||||||||||
Loss on extinguishment of debt | 34,882,000 | ||||||||||||||||
Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term debt | $ 434,269,000 | ||||||||||||||||
Senior Secured Term Loans A [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 456,000,000 | $ 293,900,000 | |||||||||||||||
Debt instrument, issued price percentage | 99.16% | 99.34% | |||||||||||||||
Long-term debt | $ 24,800,000 | ||||||||||||||||
Senior Secured Term Loans A [Member] | Marshall Broadcasting Group Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Jun. 28, 2018 | ||||||||||||||||
Repayment of debt | $ 51,300,000 | 1,300,000 | |||||||||||||||
Amount drawn from loan | 51,300,000 | ||||||||||||||||
Debt | $ 49,600,000 | $ 51,100,000 | |||||||||||||||
Loss on extinguishment of debt | $ 200,000 | ||||||||||||||||
Interest rate | 99.25% | 99.25% | |||||||||||||||
Term Loans [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of debt | $ 668,800,000 | $ 1,658,135,000 | |||||||||||||||
Term Loan A And Revolving Loan | Marshall Broadcasting Group Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Interest rate during the period | 3.56% | 2.60% | |||||||||||||||
Shield Senior Secured Credit Facility [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt | $ 24,800,000 | ||||||||||||||||
Maturity year | 2,022 | ||||||||||||||||
5.875% Due 2022 [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, issued price percentage | 5.875% | ||||||||||||||||
Maturity year | 2,022 | ||||||||||||||||
Long-term debt | $ 400,000,000 | ||||||||||||||||
5.625 % Due 2024 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 5.625% | ||||||||||||||||
5.625 % Due 2024 [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 900,000,000 | ||||||||||||||||
Debt instrument, issued price percentage | 5.625% | ||||||||||||||||
Maturity year | 2,024 | ||||||||||||||||
6.125% Due 2022 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 6.125% | ||||||||||||||||
Revolving loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt | $ 3,000,000 | $ 2,000,000 | |||||||||||||||
Available borrowing capacity | $ 172,000,000 | ||||||||||||||||
Revolving loans [Member] | Mission Broadcasting Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total commitment under borrowing capacity | 3,000,000 | $ 3,000,000 | |||||||||||||||
Debt | $ 0 | 0 | |||||||||||||||
Interest rate during the period | 3.56% | 2.60% | |||||||||||||||
Revolving loans [Member] | Marshall Broadcasting Group Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Jun. 28, 2018 | ||||||||||||||||
Repayment of debt | $ 2,000,000 | ||||||||||||||||
Amount drawn from loan | 3,000,000 | ||||||||||||||||
Debt | $ 3,000,000 | 2,000,000 | |||||||||||||||
Notes Payable to Banks [Member] | Term Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt | 2,791,875,000 | $ 662,206,000 | |||||||||||||||
Senior Secured Term Loan B [Member] | Media General [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 2,750,000,000 | ||||||||||||||||
Debt instrument, issued price percentage | 99.49% | ||||||||||||||||
Repayment of debt | $ 454,400,000 | ||||||||||||||||
Senior Secured Term Loan B [Member] | Mission Broadcasting Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | 232,000,000 | $ 232,000,000 | |||||||||||||||
Debt instrument, issued price percentage | 99.50% | ||||||||||||||||
Maturity date | Jan. 17, 2024 | ||||||||||||||||
Repayment of debt | $ 225,900,000 | 1,200,000 | |||||||||||||||
Maturity date | Jul. 19, 2022 | Jan. 17, 2022 | |||||||||||||||
Amount drawn from loan | $ 0 | ||||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | $ 225,700,000 | $ 223,800,000 | |||||||||||||||
Loss on extinguishment of debt | 2,100,000 | ||||||||||||||||
Interest rate during the period | 4.06% | 3.75% | |||||||||||||||
Shield Senior Secured Credit Facility [Member] | Senior Secured Term Loans A [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of debt | $ 600,000 | ||||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | $ 23,800,000 | ||||||||||||||||
Interest rate during the period | 3.56% | ||||||||||||||||
Extended maturity date | Jul. 19, 2022 | ||||||||||||||||
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Nov. 15, 2022 | ||||||||||||||||
Debt | $ 408,102,000 | ||||||||||||||||
Interest rate | 5.875% | 5.875% | 5.875% | ||||||||||||||
Maturity year | 2,022 | ||||||||||||||||
Long-term debt | $ 400,000,000 | ||||||||||||||||
Frequency of periodic principal payments | semiannually | ||||||||||||||||
Ownership percentage in subsidiary | 100.00% | ||||||||||||||||
Redemption price as a percentage of debt principal that can be redeemed through equity offerings | 105.875% | ||||||||||||||||
Redemption price of a debt as percentage of par value upon occurrence of change of control. (in hundredths) | 101.00% | ||||||||||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | ||||||||||||||||
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Minimum outstanding balance after debts redeemed through equity offerings | $ 200,000,000 | ||||||||||||||||
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of days to redeem debt through equity offerings | 90 days | ||||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maturity date | Aug. 1, 2024 | ||||||||||||||||
Debt | $ 886,475,000 | $ 884,910,000 | |||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | ||||||||||||||
Frequency of periodic principal payments | semiannually | ||||||||||||||||
Ownership percentage in subsidiary | 100.00% | ||||||||||||||||
Redemption price as a percentage of debt principal that can be redeemed through equity offerings | 105.625% | ||||||||||||||||
Redemption price of a debt as percentage of par value upon occurrence of change of control. (in hundredths) | 101.00% | ||||||||||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | ||||||||||||||||
Proceeds from previously issued of debt instrument | $ 900,000,000 | ||||||||||||||||
Redemption price as percentage of debt principal amount that can be redeemed at any time prior to a specified date | 100.00% | ||||||||||||||||
Aggregate principal amount of debt that can be redeemed through equity offerings | 40.00% | ||||||||||||||||
Debt finance costs | $ 15,700,000 | ||||||||||||||||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 275,000,000 | ||||||||||||||||
Maturity date | Feb. 15, 2022 | ||||||||||||||||
Debt | $ 273,008,000 | $ 272,598,000 | |||||||||||||||
Interest rate | 6.125% | 6.125% | 6.125% | ||||||||||||||
Redemption price as a percentage of debt principal that can be redeemed through equity offerings | 106.125% | ||||||||||||||||
Redemption price of a debt as percentage of par value upon occurrence of change of control. (in hundredths) | 101.00% | ||||||||||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | ||||||||||||||||
Redemption price as percentage of debt principal amount that can be redeemed at any time prior to a specified date | 100.00% | ||||||||||||||||
Aggregate principal amount of debt that can be redeemed through equity offerings | 40.00% | ||||||||||||||||
Debt finance costs | $ 3,000,000 | ||||||||||||||||
Frequency of periodic interest payments | semiannually | ||||||||||||||||
Senior Subordinated Notes [Member] | 6.875 % Due 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | $ 275,000,000 | $ 250,000,000 | |||||||||||||||
Debt | $ 520,705,000 | ||||||||||||||||
Loss on extinguishment of debt | $ 22,200,000 | ||||||||||||||||
Interest rate | 6.875% | 6.875% | 6.875% | 6.875% | |||||||||||||
Borrowed debt at discount percentage | 100.25% | ||||||||||||||||
Debt instrument, principle amount redeemed | $ 525,000,000 | ||||||||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 103.438% | ||||||||||||||||
Nexstar [Member] | Senior Secured Term Loan B [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | 2,518,000,000 | $ 2,518,000,000 | |||||||||||||||
Debt instrument, issued price percentage | 99.49% | ||||||||||||||||
Maturity date | Jan. 17, 2024 | ||||||||||||||||
Repayment of debt | $ 454,400,000 | $ 256,200,000 | $ 235,000,000 | ||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | $ 1,782,000,000 | $ 252,700,000 | |||||||||||||||
Interest rate during the period | 4.06% | 3.75% | |||||||||||||||
Nexstar [Member] | Senior Secured Term Loans A [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument principal amount | 293,900,000 | $ 456,000,000 | $ 293,900,000 | ||||||||||||||
Debt instrument, issued price percentage | 99.16% | 99.34% | |||||||||||||||
Maturity date | Jul. 19, 2022 | Jan. 17, 2022 | |||||||||||||||
Repayment of debt | $ 25,000,000 | $ 135,400,000 | |||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | $ 711,000,000 | $ 134,700,000 | |||||||||||||||
Interest rate during the period | 3.56% | 2.60% | |||||||||||||||
Nexstar [Member] | Revolving loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total commitment under borrowing capacity | $ 169,000,000 | $ 169,000,000 | |||||||||||||||
Maturity date | Jul. 19, 2022 | Jan. 17, 2022 | |||||||||||||||
Amount drawn from loan | $ 0 | ||||||||||||||||
Basis points | 0.50% | ||||||||||||||||
Debt | $ 0 | $ 0 | |||||||||||||||
Interest rate during the period | 3.56% | 2.60% | |||||||||||||||
Commitment fees | 0.50% | ||||||||||||||||
Nexstar [Member] | Revolving loans [Member] | Subsequent Event [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of debt | $ 20,000,000 | ||||||||||||||||
Amount drawn from loan | $ 44,000,000 | ||||||||||||||||
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of debt | $ 9,100,000 | ||||||||||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | $ 10,400,000 | ||||||||||||||||
Maximum consolidated first lien net leverage ratio | 4.50 to 1.00 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
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] | $ 2,791,875 | $ 662,206 |
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] | 2,852,199 | 665,750 |
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [1] | 3,000 | 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] | 2,985 | 1,969 |
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] | 520,705 | |
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] | 543,375 | |
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] | 273,008 | 272,598 |
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] | 284,625 | 284,625 |
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 408,102 | |
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 415,500 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | 886,475 | 884,512 |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value of debt [Line Items] | |||
Carrying Amount and Fair Value of Debt | [2] | $ 925,875 | $ 893,250 |
[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 Nexstar’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. |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Maturities [Abstract] | |
2,018 | $ 92,807 |
2,019 | 43,528 |
2,020 | 61,663 |
2,021 | 96,184 |
2,022 | 1,224,536 |
Thereafter | 2,908,704 |
Debt | $ 4,427,422 |
Retirement and Postretirement73
Retirement and Postretirement Plans - Additional Information (Details) | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2017USD ($)Participant | Dec. 31, 2019 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)Participant | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2023 | Jan. 17, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Benefit obligation of retirement plans | $ 562,200,000 | |||||||
Fair value of plan assets | 394,000,000 | |||||||
Other postretirement benefit plans changes in funded status amortization term | 5 years | |||||||
Pension benefit obligation funded by plan assets | $ 404,300,000 | $ 404,300,000 | ||||||
Percentage of benefit obligation included in funded by plan assets | 94.00% | 94.00% | ||||||
Number of participants | Participant | 2,200 | 2,200 | ||||||
Payouts from plan assets | $ 39,000,000 | |||||||
Gain from plan assets settlement | $ 1,200,000 | |||||||
Change in annual rate of covered health care benefits | 5.40% | 5.40% | ||||||
Year of assumed change in rate of health care benefits | 2,023 | |||||||
Retirement savings plans Nexstar [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Contributions by employer | $ 4,200,000 | $ 1,600,000 | $ 1,300,000 | |||||
Leverl 1 [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Fair value of plan assets | $ 57,600,000 | 57,600,000 | ||||||
Net Asset Value [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Fair value of plan assets | $ 323,800,000 | 323,800,000 | ||||||
Scenario, Forecast [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Change in annual rate of covered health care benefits | 4.50% | |||||||
Net periodic benefit benefit anticipated | $ 11,800,000 | |||||||
Minimum [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
One percentage-point change in assumed health care trend rates would increase accumulated postretirement benefit obligation | 6,300,000 | |||||||
One percentage-point change in assumed health care trend rates would decrease accumulated postretirement benefit obligation | 6,300,000 | |||||||
One percentage-point change in assumed health care trend rates would increase net periodic cost | 200,000 | |||||||
One percentage-point change in assumed health care trend rates would decrease net periodic cost | $ 200,000 | |||||||
Minimum [Member] | U.S. Large Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 3.00% | 3.00% | ||||||
Minimum [Member] | U.S. Small/Mid Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | 0.00% | ||||||
Minimum [Member] | International/Global Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | 0.00% | ||||||
Minimum [Member] | Other Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | 0.00% | ||||||
Minimum [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 50.00% | 50.00% | ||||||
Minimum [Member] | Cash [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | 0.00% | ||||||
Maximum [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
One percentage-point change in assumed health care trend rates would increase accumulated postretirement benefit obligation | $ 5,500,000 | |||||||
One percentage-point change in assumed health care trend rates would decrease accumulated postretirement benefit obligation | 5,500,000 | |||||||
One percentage-point change in assumed health care trend rates would increase net periodic cost | 200,000 | |||||||
One percentage-point change in assumed health care trend rates would decrease net periodic cost | $ 200,000 | |||||||
Maximum [Member] | U.S. Large Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 23.00% | 23.00% | ||||||
Maximum [Member] | U.S. Small/Mid Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 13.00% | 13.00% | ||||||
Maximum [Member] | International/Global Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 19.00% | 19.00% | ||||||
Maximum [Member] | Other Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 17.00% | 17.00% | ||||||
Maximum [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 70.00% | 70.00% | ||||||
Maximum [Member] | Cash [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 10.00% | 10.00% | ||||||
Media General Divestitures [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Benefit obligation related to retirement plan transferred to Graham Media Group, Inc. | $ 60,000,000 | |||||||
Retirement Plans [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Benefit obligation of retirement plans | $ 460,862,000 | 460,862,000 | 562,197,000 | |||||
Fair value of plan assets | 381,455,000 | 381,455,000 | 394,526,000 | |||||
Defined benefit plans liability | 75,693,000 | $ 75,693,000 | 108,000,000 | |||||
Payouts from plan assets | 40,235,000 | |||||||
Gain from plan assets settlement | 27,658,000 | |||||||
Net periodic benefit benefit anticipated | (13,837,000) | |||||||
Net periodic costs, discount rate | 3.87% | |||||||
OPEB [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Benefit obligation of retirement plans | 23,374,000 | $ 23,374,000 | 22,601,000 | |||||
Defined benefit plans liability | 21,492,000 | 21,492,000 | $ 22,600,000 | |||||
Estimated amortization of net loss in 2018 | 44,000 | 44,000 | ||||||
Prior service cost recognized in accumulated other comprehensive income | 0 | 0 | ||||||
Transition obligation recognized in accumulated other comprehensive income | 0 | $ 0 | ||||||
Net periodic benefit benefit anticipated | 717,000 | |||||||
Net periodic costs, discount rate | 3.80% | |||||||
Supplemental Executive Retirement and ERISA Excess Plans [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Benefit obligation of retirement plans | $ 56,500,000 | $ 56,500,000 | ||||||
LIN’s Supplemental Retirement Plan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic costs, discount rate | 1.85% | |||||||
LIN’s Supplemental Retirement Plan [Member] | Scenario, Forecast [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic costs, discount rate | 3.50% | 2.30% |
Retirement and Postretirement74
Retirement and Postretirement Plans - Schedule of Reconciliation of Changes in Plans' Benefit Obligations (Details) $ in Thousands | 11 Months Ended |
Dec. 31, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligation at January 17, 2017 | $ 562,200 |
Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligation at January 17, 2017 | 562,197 |
Interest cost | 14,981 |
Plan settlements | (40,235) |
Divestiture transfer | (60,032) |
Actuarial gain | 11,301 |
Benefit payments | (27,350) |
Benefit obligation at end of year | 460,862 |
OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligation at January 17, 2017 | 22,601 |
Service cost | 22 |
Interest cost | 695 |
Participant contributions | 48 |
Actuarial gain | 1,431 |
Benefit payments | (1,423) |
Benefit obligation at end of year | $ 23,374 |
Retirement and Postretirement75
Retirement and Postretirement Plans - Schedule of Plans' Benefit Obligations Determined Using Assumptions (Details) | Dec. 31, 2017 |
OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Compensation increase rate | 3.00% |
Minimum [Member] | Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.39% |
Minimum [Member] | OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.30% |
Maximum [Member] | Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.51% |
Maximum [Member] | OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.53% |
Retirement and Postretirement76
Retirement and Postretirement Plans - Schedule of Reconciliation of Changes in Fair Value of Plans' Assets (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at beginning of period | $ 394,000 | |
Plan settlements | $ (39,000) | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at beginning of period | 394,526 | |
Actual return on plan assets | 49,853 | |
Employer contributions | 4,661 | |
Plan settlements | (40,235) | |
Benefit payments | (27,350) | |
Fair value of plan assets at end of year | 381,455 | $ 381,455 |
OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 1,375 | |
Participant contributions | 48 | |
Benefit payments | $ (1,423) |
Retirement and Postretirement77
Retirement and Postretirement Plans - Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 100.00% | |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 37.00% | |
Equity Securities [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 40.00% | |
Fixed Income Securities/Cash [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 62.00% | |
Fixed Income Securities/Cash [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 60.00% | |
Other {Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 1.00% |
Retirement and Postretirement78
Retirement and Postretirement Plans - Schedule of Funded Status of Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 17, 2017 |
Pension Benefits [Member] | ||
Amounts recorded in the balance sheet: | ||
Current liabilities | $ (3,714) | |
Noncurrent liabilities | (75,693) | $ (108,000) |
Funded status | (79,407) | |
OPEB [Member] | ||
Amounts recorded in the balance sheet: | ||
Current liabilities | (1,882) | |
Noncurrent liabilities | (21,492) | $ (22,600) |
Funded status | $ (23,374) |
Retirement and Postretirement79
Retirement and Postretirement Plans - Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans (Details) $ in Thousands | 11 Months Ended |
Dec. 31, 2017USD ($) | |
Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actuarial gain (loss) | $ 9,733 |
December 31, 2017 | 9,733 |
OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actuarial gain (loss) | (1,433) |
December 31, 2017 | $ (1,433) |
Retirement and Postretirement80
Retirement and Postretirement Plans - Schedule of Expected Plan Contributions (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Pension Benefits [Member] | |
Employer Contributions | |
2018 to participant benefits | $ 3,714 |
Expected Benefit Payments | |
2,018 | 29,163 |
2,019 | 29,904 |
2,020 | 29,596 |
2,021 | 29,408 |
2,022 | 29,155 |
2023-2027 | 142,107 |
OPEB [Member] | |
Employer Contributions | |
2018 to participant benefits | 1,882 |
Expected Benefit Payments | |
2,018 | 1,882 |
2,019 | 1,862 |
2,020 | 1,839 |
2,021 | 1,801 |
2,022 | 1,788 |
2023-2027 | $ 8,271 |
Retirement and Postretirement81
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost for Plans (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Expected return on plan assets | $ (1,200) | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 14,981 | |
Expected return on plan assets | (27,658) | |
Settlement gain recognized | (1,160) | |
Net periodic benefit cost (benefit) | (13,837) | |
OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 22 | |
Interest cost | 695 | |
Net periodic benefit cost (benefit) | $ 717 |
Retirement and Postretirement82
Retirement and Postretirement Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Pension Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.87% |
Expected return on plan assets | 7.25% |
OPEB [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.80% |
Compensation increase rate | 3.00% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 17, 2017shares | Dec. 31, 2017USD ($)VotingRight$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 12, 2017USD ($) | Aug. 31, 2015USD ($) |
Class Of Stock [Line Items] | ||||||
Annual cash dividend declared (in dollars per share) | $ / shares | $ 1.20 | $ 0.96 | $ 0.76 | |||
Purchase of treasury stock | $ | $ 99,008 | $ 48,660 | ||||
Treasury Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock, shares | 1,689,132 | 1,010,565 | ||||
Purchase of treasury stock | $ | $ 99,008 | $ 48,660 | ||||
Shares reissued in connection with stock option exercises and vesting of restricted stock units | 680,511 | 116,821 | 17,000 | |||
Common stock shares issued | 560,316 | |||||
Class A Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 1 | |||||
Authorization of share repurchase | $ | $ 100,000 | $ 100,000 | ||||
Shares reissued in connection with stock option exercises and vesting of restricted stock units | 449,309 | |||||
Common stock shares issued | 15,670,094 | |||||
Class A Common Stock [Member] | Media General [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares issued | 15,670,094 | |||||
Class A Common Stock [Member] | Treasury Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock | $ | $ 99,000 | $ 48,700 | ||||
Shares reissued in connection with stock option exercises and vesting of restricted stock units | 680,511 | 116,821 | 17,000 | |||
Class A Common Stock [Member] | Treasury Stock [Member] | Media General [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares issued | 560,316 | |||||
Class B Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 10 | |||||
Class C Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 0 |
Stock-Based Compensation Plan84
Stock-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 228,438 | |||
Restricted stock units award (in shares) | 1,086,250 | |||
Stock-based compensation expense | $ 24,068 | $ 11,390 | $ 11,400 | |
Total unrecognized compensation cost | $ 56,000 | |||
Unrecognized compensation cost reorganization period | 2 years 10 months 20 days | |||
Outstanding Options at end of the period (in shares) | 1,960,459 | |||
2015 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 2,500,000 | |||
2012 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 1,500,000 | |||
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 228,438 | 0 | 200,000 | |
Outstanding Options at end of the period (in shares) | 1,960,459 | [1] | 2,376,500 | |
Share based payment award expiration period | 10 years | |||
Number of options that can be exercised within six months grant date (in shares) | 0 | |||
Aggregate intrinsic value of options exercised | $ 34,100 | $ 2,300 | $ 22,800 | |
Aggregate fair value of options vested | $ 17,600 | $ 9,000 | $ 8,000 | |
Stock Options [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award vesting period | 4 years | |||
Cancellation period for unexercised vested options | 30 days | |||
Stock Options [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award vesting period | 5 years | |||
Cancellation period for unexercised vested options | 180 days | |||
Restricted stock units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units award (in shares) | 1,086,250 | 33,750 | 210,000 | |
Restricted stock units unvested | 1,140,125 | [1] | 188,000 | |
Restricted stock units [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award vesting period | 2 years | |||
Restricted stock units [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment award vesting period | 4 years | |||
[1] | Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally, 7,987 shares associated with the merger replacement stock options were unused. |
Assumptions used in Calculating
Assumptions used in Calculating Fair Value of Options Granted (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 86.30% | |
Risk-free interest rates | 1.60% | |
Expected life | 7 years | |
Dividend yields | 1.90% | 1.60% |
Weighted-average grant date fair value per share | $ 46.85 | $ 31.45 |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 32.40% | |
Risk-free interest rates | 0.50% | |
Expected life | 2 months 12 days | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 47.70% | |
Risk-free interest rates | 2.20% | |
Expected life | 7 years |
Summary of Stock Award Activity
Summary of Stock Award Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Outstanding Options, Shares Available for Grant [Roll Forward] | ||||||
Shares Available for Grant, Balances (in shares) | 2,511,625 | |||||
Shares Available for Grant, Increase in available for grant associated with the merger (Note 3) (in shares) | 228,452 | |||||
Replacement stock options granted in connection with the merger (Note 3) (in shares) | (228,438) | |||||
Restricted stock units awarded (in shares) | (1,086,250) | |||||
Shares Available for Grant, Forfeited/cancelled (in shares) | 94,411 | |||||
Shares Available for Grant, Balances (in shares) | 1,519,800 | [1] | 2,511,625 | |||
Outstanding Options, Shares [Roll Forward] | ||||||
Replacement stock options granted in connection with the merger (Note 3) (in shares) | 228,438 | |||||
Outstanding Options at end of the period (in shares) | 1,960,459 | |||||
Non-vested Options, Shares [Roll Forward] | ||||||
Stock options granted (in shares) | 228,438 | |||||
Restricted Stock Units, Unvested Shares [Roll Forward] | ||||||
Restricted stock units award (in shares) | 1,086,250 | |||||
Stock Options [Member] | ||||||
Outstanding Options, Shares Available for Grant [Roll Forward] | ||||||
Replacement stock options granted in connection with the merger (Note 3) (in shares) | (228,438) | 0 | (200,000) | |||
Outstanding Options, Shares [Roll Forward] | ||||||
Outstanding Options at beginning of the period (in shares) | 2,376,500 | |||||
Replacement stock options granted in connection with the merger (Note 3) (in shares) | 228,438 | 0 | 200,000 | |||
Options Exercised (in shares) | (621,506) | |||||
Options Forfeited/cancelled (in shares) | (22,973) | |||||
Outstanding Options at end of the period (in shares) | 1,960,459 | [1] | 2,376,500 | |||
Outstanding Options Exercisable as of December 31, 2016 (in shares) | 1,703,584 | |||||
Outstanding Options Fully vested and expected to vest as of December 31, 2016 (in shares) | 1,959,185 | |||||
Outstanding Options, Weighted Average Exercise Price [Roll Forward] | ||||||
Outstanding Options Weighted-Average Exercise Price, beginning of period (in dollars per share) | $ 21.56 | |||||
Option Replacement stock options granted in connection with the merger (Note 3) Weighted-Average Exercise Price (in dollars per shares) | 16.53 | |||||
Options Exercised Weighted-Average Exercise Price (in dollars per share) | 13.12 | |||||
Options Forfeited/cancelled Weighted-Average Exercise Price (in dollars per share) | 35.75 | |||||
Outstanding Options Weighted-Average Exercise Price, end of period (in dollars per share) | 23.48 | [1] | $ 21.56 | |||
Outstanding Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | 20.02 | |||||
Outstanding Options Fully vested and expected to vest Weighted-Average Exercise Price (in dollars per share) | $ 23.47 | |||||
Outstanding Options Weighted-Average Remaining Contractual Term | 5 years 21 days | [1] | 5 years 4 months 17 days | |||
Outstanding Options Exercisable, Weighted-Average Remaining Contractual Term | 4 years 10 months 6 days | |||||
Outstanding Options Fully vested and expected to vest Weighted-Average Remaining Contractual Term | 5 years 21 days | |||||
Outstanding Options, Aggregate Intrinsic Value | [2] | $ 107,273 | [1] | $ 99,197 | ||
Outstanding Options Exercisable, Aggregate Intrinsic Value | [2] | 99,113 | ||||
Outstanding Options Fully vested and expected to vest, Aggregate Intrinsic Value | [2] | $ 107,234 | ||||
Non-vested Options, Shares [Roll Forward] | ||||||
Non-vested Shares, beginning of the period (in shares) | 498,750 | |||||
Stock options granted (in shares) | 228,438 | 0 | 200,000 | |||
Non-vested Shares, Vested (in shares) | (448,924) | |||||
Non-vested Shares, Forfeited/cancelled (in shares) | (21,389) | |||||
Non-vested Shares, end of the period (in shares) | 256,875 | [1] | 498,750 | |||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||||
Non-vested shares, Weighted Average Grant-Date Fair Value, beginning of the period (in dollars per share) | $ 31.79 | |||||
Non-vested shares, Replacement stock options granted in connection with the merger (Note 3), Weighted Average Grant-Date Fair Value (in dollars per shares) | 46.85 | $ 31.45 | ||||
Non-vested shares Vested, Weighted Average Grant-Date Fair Value (in dollars per share) | 39.17 | |||||
Non-vested shares Forfeited/cancelled, Weighted Average Grant-Date Fair Value (in dollars per share) | 38.28 | |||||
Non-vested shares, Weighted Average Grant-Date Fair Value, end of the period (in dollars per share) | $ 31.75 | [1] | $ 31.79 | |||
Restricted stock units [Member] | ||||||
Outstanding Options, Shares Available for Grant [Roll Forward] | ||||||
Restricted stock units awarded (in shares) | (1,086,250) | (33,750) | (210,000) | |||
Restricted Stock Units, Unvested Shares [Roll Forward] | ||||||
Restricted Stock Units Unvested Shares, beginning of the period (in shares) | 188,000 | |||||
Restricted stock units award (in shares) | 1,086,250 | 33,750 | 210,000 | |||
Restricted Stock Units Unvested Shares, Vested (in shares) | (62,687) | |||||
Restricted Stock Units Unvested Shares, Forfeited/cancelled (in shares) | (71,438) | |||||
Restricted Stock Units Unvested Shares, end of the period (in shares) | 1,140,125 | [1] | 188,000 | |||
Restricted Stock Units, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||||
Restricted Stock Units, Weighted Average Grant-Date Fair Value, beginning of the period (in dollars per share) | $ 46.33 | |||||
Restricted Stock Units, Awarded, Weighted Average Grant-Date Fair Value (in dollars per share) | 63.99 | |||||
Restricted Stock Units, Vested, Weighted Average Grant-Date Fair Value (in dollars per share) | 46.14 | |||||
Restricted Stock Units, Forfeited/cancelled, Weighted Average Grant-Date Fair Value (in dollars per share) | 60.96 | |||||
Restricted Stock Units, Weighted Average Grant-Date Fair Value, end of the period (in dollars per share) | $ 62.25 | [1] | $ 46.33 | |||
[1] | Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally, 7,987 shares associated with the merger replacement stock options were unused. | |||||
[2] | Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $78.20 on December 31, 2017, and the stock option exercise prices multiplied by the number of options outstanding. |
Summary of Stock Award Activi87
Summary of Stock Award Activity and Related Information (Parenthetical) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Shares Available for future Grants, Balances | 1,519,800 | [1] | 2,511,625 | |
Replacement stock options were unused | 228,438 | |||
Stock Options [Member] | ||||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Replacement stock options were unused | 228,438 | 0 | 200,000 | |
Nexstar [Member] | Stock Options [Member] | ||||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Replacement stock options were unused | 7,987 | |||
Nexstar [Member] | Stock Options [Member] | Class A Common Stock [Member] | ||||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Common stock market price at the end of reporting period (in dollars per share) | $ 78.20 | |||
Nexstar [Member] | 2015 Plan [Member] | Stock Options [Member] | ||||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Shares Available for future Grants, Balances | 1,454,938 | |||
Nexstar [Member] | 2012 Plan [Member] | Stock Options [Member] | ||||
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||||
Shares Available for future Grants, Balances | 56,875 | |||
[1] | Includes 1,454,938 shares and 56,875 shares available for future grants under the 2015 Plan and the 2012 Plan, respectively. Additionally, 7,987 shares associated with the merger replacement stock options were unused. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax expense (benefit): | |||
Federal | $ 190,743 | $ 12,054 | $ (108) |
State | 38,499 | 10,927 | 5,120 |
Current tax (benefit) expense | 229,242 | 22,981 | 5,012 |
Deferred tax (benefit) expense: | |||
Federal | (438,281) | 53,094 | 43,772 |
State | (24,904) | 1,497 | (97) |
Deferred tax expense (benefit) | (463,185) | 54,591 | 43,675 |
Income tax (benefit) expense | $ (233,943) | $ 77,572 | $ 48,687 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||||
Statutory federal income tax rate (in hundredths) | 35.00% | 35.00% | 35.00% | ||
Percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | 100.00% | ||||
Description for percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | ||||
Valuation allowance for deferred tax assets | $ 2,155,000 | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | 2,200,000 | ||||
Gross unrecognized tax benefits | 23,258,000 | $ 3,677,000 | $ 3,677,000 | $ 3,677,000 | |
Accrued interest on unrecognized tax benefits | 0 | $ 0 | $ 0 | ||
Federal [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 145,900,000 | ||||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 579,400,000 | ||||
VIEs [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | 500,000 | ||||
SAB 118 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Provisional reduction in net deferred tax liability | 322,200,000 | ||||
Deferred income tax expense (benefit) | $ 322,200,000 | ||||
Scenario, Forecast [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Statutory federal income tax rate (in hundredths) | 21.00% | ||||
January 1, 2023 to January 1, 2027 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Percentage of effect for immediate expensing provision phase down per year | 20.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective income tax expense reconciliation [Abstract] | |||
Income tax expense at 35% statutory federal rate | $ 84,476 | $ 59,735 | $ 43,774 |
State and local taxes, net of federal benefit | 10,676 | 7,697 | 3,315 |
Nondeductible compensation | 6,375 | 709 | 652 |
Nontaxable proceeds on station divestiture | (9,146) | ||
Nondeductible earnout payments | 1,415 | ||
Nondeductible acquisition costs | 3,901 | 12 | 251 |
Nondeductible meals and entertainment | 1,546 | 504 | 417 |
Nondeductible goodwill impairment | 3,577 | 5,276 | |
Domestic production activities deduction | (11,178) | ||
Excess tax benefit on stock-based compensation | (8,106) | ||
Disposition of nondeductible goodwill | 3,279 | ||
Impact of federal tax rate reduction | (322,193) | ||
Change in beginning of year valuation allowance | 1,635 | ||
Other | 1,215 | 2,224 | 278 |
Income tax (benefit) expense | $ (233,943) | $ 77,572 | $ 48,687 |
Income Taxes - Schedule of Co91
Income Taxes - Schedule of Components of Net Deferred Tax Asset Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 51,802 | $ 26,657 |
Compensation | 15,574 | 14,308 |
Rent | 2,173 | 3,197 |
Transaction costs | 8,238 | |
Pension | 28,033 | |
Other | 12,732 | 7,348 |
Total deferred tax assets | 110,314 | 59,748 |
Valuation allowance for deferred tax assets | (2,155) | |
Total deferred tax assets | 108,159 | 59,748 |
Deferred tax liabilities: | ||
Property and equipment | (72,423) | (15,882) |
Other intangible assets | (312,460) | (35,628) |
Goodwill | (31,062) | (35,780) |
FCC licenses | (305,293) | (98,494) |
Other | (4,854) | (13) |
Total deferred tax liabilities | (726,092) | (185,797) |
Net deferred tax liabilities | $ (617,933) | $ (126,049) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |
Uncertain tax position liability at the beginning of the year | $ 3,677 |
Increases resulting from merger transaction | 22,605 |
Increases related to tax positions taken during the current period | 1,847 |
Decreases related to tax positions taken during prior periods | (2,440) |
Decreases related to settlements with taxing authorities | (806) |
Decreases related to expiration of statute of limitations | (1,625) |
Uncertain tax position liability at the end of the year | $ 23,258 |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Oct. 17, 2017USD ($) | Apr. 13, 2017TelevisionStation | Nov. 30, 2017TelevisionStation | Dec. 31, 2017USD ($)TelevisionStation |
FCC Regulatory Matters [Line Items] | ||||
Maximum percentage of US television household reach | 39.00% | |||
Percentage reach of ultra high frequency station | 50.00% | |||
Effective date of reinstating the ultra high frequency discount | Jun. 15, 2017 | |||
Date of abolishing the UHF discount | Aug. 24, 2016 | |||
Number of stations owned | 11 | |||
Number of stations, channels share with another station | 8 | |||
Number of stations to move to very high frequency channels | 2 | |||
Number of stations went off the air | 1 | |||
Number of stations required to cease broadcasting | 10 | |||
Maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | $ 1,750,000,000 | |||
Total costs submitted for repack reimbursement | $ | $ 1,860,000,000 | |||
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | $ 100,000,000 | |||
Nexstar [Member] | ||||
FCC Regulatory Matters [Line Items] | ||||
Number of stations owned | 10 | |||
Number of full power stations repacked | 61 | |||
Consolidated VIEs [Member] | ||||
FCC Regulatory Matters [Line Items] | ||||
Number of stations owned | 1 | |||
Number of full power stations repacked | 17 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments for Un-booked Broadcast Rights (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Broadcast Rights Commitments [Abstract] | |
2,018 | $ 44,263 |
2,019 | 24,927 |
2,020 | 11,814 |
2,021 | 1,243 |
2,022 | 528 |
Thereafter | 541 |
Future minimum payment due for license agreement, total | $ 83,316 |
Commitments and Contingencies95
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)Station | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Leases [Abstract] | |||
Operating lease expense | $ 24.6 | $ 12.7 | $ 12 |
Collective Bargaining Agreements [Abstract] | |||
Number of stations covered under collective bargaining agreements | Station | 13 | ||
Nexstar [Member] | Financial Guarantee of Mission Debt [Member] | |||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Maximum commitment under senior secured credit facility | $ 228.7 | ||
Commitment under senior secured credit facility at carrying value | 225.7 | ||
Nexstar [Member] | Financial Guarantee of Marshall Debt [Member] | |||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Commitment under senior secured credit facility at carrying value | $ 52.6 | ||
Debt due | 2018-06 | ||
Nexstar [Member] | Financial Guarantee Shield Debt [Member] | |||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Commitment under senior secured credit facility at carrying value | $ 23.8 |
Commitments and Contingencies96
Commitments and Contingencies -Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases [Abstract] | |
2,018 | $ 19,395 |
2,019 | 17,571 |
2,020 | 15,790 |
2,021 | 13,070 |
2,022 | 10,147 |
Thereafter | 44,884 |
Operating leases future minimum payments due, total | $ 120,857 |
Commitments and Contingencies97
Commitments and Contingencies - Future Minimum Lease Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leases [Abstract] | |
2,018 | $ 1,753 |
2,019 | 1,766 |
2,020 | 1,785 |
2,021 | 1,843 |
2,022 | 1,803 |
Thereafter | 17,131 |
Capital leases future minimum payments due, total | 26,081 |
Less: Amount representing interest | 8,305 |
Present value of future lease payments | $ 17,776 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 | |
Depreciation | 100,658 | 51,300 | 47,222 | |||||||||
Amortization of intangible assets | 159,500 | 46,572 | 48,475 | |||||||||
Income (loss) from operations | 140,837 | $ 129,072 | $ 138,685 | $ 110,151 | 92,475 | $ 72,897 | $ 64,007 | $ 57,929 | 518,745 | 287,308 | 206,107 | |
Goodwill | 2,142,846 | 473,304 | 2,142,846 | 473,304 | 451,662 | |||||||
Assets | [1] | 7,481,647 | 2,966,085 | 7,481,647 | 2,966,085 | |||||||
Broadcast [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,306,404 | 1,040,704 | 846,926 | |||||||||
Depreciation | 85,913 | 44,313 | 41,053 | |||||||||
Amortization of intangible assets | 147,328 | 33,079 | 35,845 | |||||||||
Income (loss) from operations | 708,087 | 372,496 | 266,919 | |||||||||
Goodwill | 2,122,935 | 449,682 | 2,122,935 | 449,682 | ||||||||
Assets | 6,723,685 | 1,811,042 | 6,723,685 | 1,811,042 | ||||||||
Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 125,562 | 62,486 | 49,451 | |||||||||
Depreciation | 14,745 | 6,987 | 6,169 | |||||||||
Amortization of intangible assets | 12,172 | 13,493 | 12,630 | |||||||||
Income (loss) from operations | (189,342) | (85,188) | $ (60,812) | |||||||||
Goodwill | 19,911 | 23,622 | 19,911 | 23,622 | ||||||||
Assets | $ 757,962 | $ 1,155,043 | $ 757,962 | $ 1,155,043 | ||||||||
[1] | The consolidated total assets as of December 31, 2017 and 2016 include certain assets held by consolidated VIEs of $426.9 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2017 and 2016 include certain liabilities of consolidated VIEs of $81.8 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Condensed Consolidating Finan99
Condensed Consolidating Financial Information - Additional Information (Details) | Dec. 31, 2017 |
5.625 % Due 2024 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 5.625% |
6.125% Due 2022 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 6.125% |
5.875% Senior Notes Due 2022 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 5.875% |
Condensed Consolidating Fina100
Condensed Consolidating Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||||
Cash and cash equivalents | $ 115,652 | $ 87,680 | $ 43,416 | $ 131,912 | |
Accounts receivable, net | 562,943 | 218,058 | |||
Spectrum asset | 305,764 | ||||
Other current assets | 71,859 | 57,479 | |||
Total current assets | 1,056,218 | 363,217 | |||
Property and equipment, net | 734,138 | 276,153 | |||
Goodwill | 2,142,846 | 473,304 | 451,662 | ||
FCC licenses | 1,767,638 | 542,524 | 489,335 | ||
Other intangible assets, net | 1,581,626 | 324,737 | |||
Restricted cash | 901,080 | ||||
Other noncurrent assets | 199,181 | 85,070 | |||
Total assets | [1] | 7,481,647 | 2,966,085 | ||
Current liabilities: | |||||
Current portion of debt | 92,808 | 28,093 | |||
Accounts payable | 31,136 | 19,754 | |||
Liability to surrender spectrum asset | 314,087 | ||||
Other current liabilities | 232,672 | 141,731 | |||
Total current liabilities | 670,703 | 189,578 | |||
Debt | 4,269,652 | 2,314,326 | |||
Deferred tax liabilities | 619,441 | 132,008 | |||
Other noncurrent liabilities | 340,541 | 45,819 | |||
Total liabilities | [1] | 5,900,337 | 2,681,731 | ||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 1,570,614 | 169,141 | |||
Noncontrolling interests in consolidated variable interest entities | 10,696 | 115,213 | |||
Total liabilities and stockholders' equity | 7,481,647 | 2,966,085 | |||
Eliminations [Member] | |||||
Current assets: | |||||
Amounts due from consolidated entities | (148,340) | (86,438) | |||
Total current assets | (148,340) | (86,438) | |||
Investments in subsidiaries | (726,651) | (294,650) | |||
Amounts due from consolidated entities | (970,207) | (66,170) | |||
Property and equipment, net | (75) | (75) | |||
Total assets | (1,845,273) | (447,333) | |||
Current liabilities: | |||||
Amounts due to consolidated entities | (148,340) | (86,438) | |||
Total current liabilities | (148,340) | (86,438) | |||
Amounts due to consolidated entities | (970,418) | (66,380) | |||
Total liabilities | (1,118,758) | (152,818) | |||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (726,515) | (294,515) | |||
Total liabilities and stockholders' equity | (1,845,273) | (447,333) | |||
Nexstar [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Investments in subsidiaries | 617,297 | 256,391 | |||
Amounts due from consolidated entities | 970,207 | ||||
Total assets | 1,587,504 | 256,391 | |||
Current liabilities: | |||||
Amounts due to consolidated entities | 66,380 | ||||
Total liabilities | 66,380 | ||||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 1,587,504 | 190,011 | |||
Total liabilities and stockholders' equity | 1,587,504 | 256,391 | |||
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 90,860 | 75,830 | 27,492 | 130,472 | |
Accounts receivable, net | 484,096 | 184,921 | |||
Amounts due from consolidated entities | 55,417 | 5,623 | |||
Spectrum asset | 279,069 | ||||
Other current assets | 64,256 | 53,762 | |||
Total current assets | 973,698 | 320,136 | |||
Investments in subsidiaries | 109,354 | 38,259 | |||
Amounts due from consolidated entities | 66,170 | ||||
Property and equipment, net | 697,898 | 244,623 | |||
Goodwill | 1,959,386 | 380,164 | |||
FCC licenses | 1,615,830 | 468,963 | |||
Other intangible assets, net | 1,476,297 | 258,502 | |||
Restricted cash | 901,080 | ||||
Other noncurrent assets | 189,303 | 72,070 | |||
Total assets | 7,021,766 | 2,749,967 | |||
Current liabilities: | |||||
Current portion of debt | 36,243 | 19,759 | |||
Accounts payable | 24,293 | 16,234 | |||
Liability to surrender spectrum asset | 286,740 | ||||
Other current liabilities | 192,827 | 118,049 | |||
Total current liabilities | 540,103 | 154,042 | |||
Debt | 4,024,129 | 2,045,827 | |||
Amounts due to consolidated entities | 714,408 | ||||
Deferred tax liabilities | 613,227 | 118,155 | |||
Other noncurrent liabilities | 322,572 | 33,959 | |||
Total liabilities | 6,214,439 | 2,351,983 | |||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 807,327 | 289,290 | |||
Noncontrolling interests in consolidated variable interest entities | 108,694 | ||||
Total liabilities and stockholders' equity | 7,021,766 | 2,749,967 | |||
Mission [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 9,524 | 6,478 | 4,367 | 889 | |
Accounts receivable, net | 14,717 | 12,332 | |||
Amounts due from consolidated entities | 92,923 | 80,815 | |||
Other current assets | 2,070 | 1,337 | |||
Total current assets | 119,234 | 100,962 | |||
Property and equipment, net | 18,454 | 19,564 | |||
Goodwill | 33,187 | 33,187 | |||
FCC licenses | 43,102 | 43,102 | |||
Other intangible assets, net | 15,841 | 17,922 | |||
Other noncurrent assets | 2,645 | 11,144 | |||
Total assets | 232,463 | 225,881 | |||
Current liabilities: | |||||
Current portion of debt | 2,314 | 2,334 | |||
Accounts payable | 1,090 | 524 | |||
Other current liabilities | 13,310 | 9,017 | |||
Total current liabilities | 16,714 | 11,875 | |||
Debt | 223,428 | 221,431 | |||
Other noncurrent liabilities | 7,626 | 9,832 | |||
Total liabilities | 247,768 | 243,138 | |||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (15,305) | (21,257) | |||
Noncontrolling interests in consolidated variable interest entities | 4,000 | ||||
Total liabilities and stockholders' equity | 232,463 | 225,881 | |||
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 15,268 | 5,372 | $ 11,557 | $ 551 | |
Accounts receivable, net | 64,130 | 20,805 | |||
Spectrum asset | 26,695 | ||||
Other current assets | 5,533 | 2,380 | |||
Total current assets | 111,626 | 28,557 | |||
Property and equipment, net | 17,861 | 12,041 | |||
Goodwill | 150,273 | 59,953 | |||
FCC licenses | 108,706 | 30,459 | |||
Other intangible assets, net | 89,488 | 48,313 | |||
Other noncurrent assets | 7,233 | 1,856 | |||
Total assets | 485,187 | 181,179 | |||
Current liabilities: | |||||
Current portion of debt | 54,251 | 6,000 | |||
Accounts payable | 5,753 | 2,996 | |||
Liability to surrender spectrum asset | 27,347 | ||||
Amounts due to consolidated entities | 148,340 | 86,438 | |||
Other current liabilities | 26,535 | 14,665 | |||
Total current liabilities | 262,226 | 110,099 | |||
Debt | 22,095 | 47,068 | |||
Amounts due to consolidated entities | 256,010 | ||||
Deferred tax liabilities | 6,214 | 13,853 | |||
Other noncurrent liabilities | 10,343 | 2,028 | |||
Total liabilities | 556,888 | 173,048 | |||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (82,397) | 5,612 | |||
Noncontrolling interests in consolidated variable interest entities | 10,696 | 2,519 | |||
Total liabilities and stockholders' equity | $ 485,187 | $ 181,179 | |||
[1] | The consolidated total assets as of December 31, 2017 and 2016 include certain assets held by consolidated VIEs of $426.9 million and $226.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2017 and 2016 include certain liabilities of consolidated VIEs of $81.8 million and $39.2 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Condensed Consolidating Fina101
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net broadcast revenue (including trade and barter) | $ 2,431,966 | $ 1,103,190 | $ 896,377 | ||||||||
Net revenue | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | 2,431,966 | 1,103,190 | 896,377 |
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 993,405 | 381,997 | 302,257 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 591,986 | 263,606 | 232,480 | ||||||||
Amortization of broadcast rights | 105,403 | 57,145 | 59,836 | ||||||||
Amortization of intangible assets | 159,500 | 46,572 | 48,475 | ||||||||
Depreciation | 100,658 | 51,300 | 47,222 | ||||||||
Goodwill and intangible assets impairment | 19,985 | 15,262 | |||||||||
Gain on disposal of stations, net | (57,716) | ||||||||||
Total operating expenses | 1,913,221 | 815,882 | 690,270 | ||||||||
Income from operations | 140,837 | 129,072 | 138,685 | 110,151 | 92,475 | 72,897 | 64,007 | 57,929 | 518,745 | 287,308 | 206,107 |
Interest expense, net | (241,195) | (116,081) | (80,520) | ||||||||
Loss on extinguishment of debt | (34,882) | ||||||||||
Other expenses | (1,284) | (555) | (517) | ||||||||
Income before income taxes | 87,519 | 74,085 | 80,777 | (997) | 47,101 | 43,149 | 43,283 | 37,139 | 241,384 | 170,672 | 125,070 |
Income tax benefit (expense) | 233,943 | (77,572) | (48,687) | ||||||||
Net income (loss) | 475,327 | 93,100 | 76,383 | ||||||||
Net (income) loss attributable to noncontrolling interests | (330) | (1,563) | 1,301 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | $ 378,481 | $ 46,475 | $ 43,992 | $ 6,049 | $ 20,482 | $ 24,799 | $ 24,529 | $ 21,727 | 474,997 | 91,537 | 77,684 |
Net income | 475,327 | 93,100 | 76,383 | ||||||||
Other comprehensive income: | |||||||||||
Change in unrecognized amounts included in pension and postretirement obligations, net of tax of $2,160 | 6,140 | ||||||||||
Total comprehensive income | 481,467 | 93,100 | 76,383 | ||||||||
Total comprehensive income attributable to noncontrolling interests | (330) | (1,563) | 1,301 | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 481,137 | 91,537 | 77,684 | ||||||||
Eliminations [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Revenue between consolidated entities | (146,286) | (89,308) | (74,986) | ||||||||
Net revenue | (146,286) | (89,308) | (74,986) | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | (3,711) | (214) | (4) | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | (24,799) | (5,525) | (4,131) | ||||||||
Local service agreement fees between consolidated entities | (117,776) | (83,569) | (70,851) | ||||||||
Total operating expenses | (146,286) | (89,308) | (74,986) | ||||||||
Equity in income of subsidiaries | (471,363) | (72,193) | (59,256) | ||||||||
Income before income taxes | (471,363) | (72,193) | (59,256) | ||||||||
Net income (loss) | (471,363) | (72,193) | (59,256) | ||||||||
Net income attributable to Nexstar Media Group, Inc. | (471,363) | (72,193) | (59,256) | ||||||||
Net income | (471,363) | (72,193) | (59,256) | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | (471,363) | ||||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | (471,363) | (72,193) | (59,256) | ||||||||
Nexstar [Member] | Reportable Legal Entities [Member] | |||||||||||
Operating expenses (income): | |||||||||||
Equity in income of subsidiaries | 471,363 | 72,193 | 59,256 | ||||||||
Income before income taxes | 471,363 | 72,193 | 59,256 | ||||||||
Net income (loss) | 471,363 | 72,193 | 59,256 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 471,363 | 72,193 | 59,256 | ||||||||
Net income | 471,363 | 72,193 | 59,256 | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | 471,363 | ||||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 471,363 | 72,193 | 59,256 | ||||||||
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net broadcast revenue (including trade and barter) | 2,160,330 | 939,333 | 759,694 | ||||||||
Revenue between consolidated entities | 71,434 | 34,436 | 25,854 | ||||||||
Net revenue | 2,231,764 | 973,769 | 785,548 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 793,606 | 284,866 | 233,530 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 569,194 | 246,698 | 213,415 | ||||||||
Local service agreement fees between consolidated entities | 51,859 | 49,202 | 44,997 | ||||||||
Amortization of broadcast rights | 92,888 | 47,990 | 49,044 | ||||||||
Amortization of intangible assets | 137,808 | 27,394 | 29,312 | ||||||||
Depreciation | 91,791 | 45,173 | 41,833 | ||||||||
Goodwill and intangible assets impairment | 186 | ||||||||||
Gain on disposal of stations, net | (57,716) | ||||||||||
Total operating expenses | 1,679,430 | 701,509 | 612,131 | ||||||||
Income from operations | 552,334 | 272,260 | 173,417 | ||||||||
Interest expense, net | (226,853) | (104,231) | (69,649) | ||||||||
Loss on extinguishment of debt | (32,523) | ||||||||||
Other expenses | (1,284) | (555) | (517) | ||||||||
Income before income taxes | 291,674 | 167,474 | 103,251 | ||||||||
Income tax benefit (expense) | 219,460 | (69,149) | (39,851) | ||||||||
Net income (loss) | 511,134 | 98,325 | 63,400 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 511,134 | 98,325 | 63,400 | ||||||||
Net income | 511,134 | 98,325 | 63,400 | ||||||||
Other comprehensive income: | |||||||||||
Change in unrecognized amounts included in pension and postretirement obligations, net of tax of $2,160 | 6,140 | ||||||||||
Total comprehensive income | 517,274 | ||||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 517,274 | 98,325 | 63,400 | ||||||||
Mission [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net broadcast revenue (including trade and barter) | 70,592 | 61,402 | 51,132 | ||||||||
Revenue between consolidated entities | 36,580 | 42,930 | 37,135 | ||||||||
Net revenue | 107,172 | 104,332 | 88,267 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 35,820 | 30,278 | 24,667 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 4,168 | 3,611 | 3,605 | ||||||||
Local service agreement fees between consolidated entities | 35,500 | 18,000 | 9,780 | ||||||||
Amortization of broadcast rights | 5,645 | 5,567 | 5,766 | ||||||||
Amortization of intangible assets | 2,422 | 2,544 | 2,540 | ||||||||
Depreciation | 2,342 | 2,400 | 2,435 | ||||||||
Total operating expenses | 85,897 | 62,400 | 48,793 | ||||||||
Income from operations | 21,275 | 41,932 | 39,474 | ||||||||
Interest expense, net | (10,135) | (10,251) | (9,325) | ||||||||
Loss on extinguishment of debt | (2,133) | ||||||||||
Income before income taxes | 9,007 | 31,681 | 30,149 | ||||||||
Income tax benefit (expense) | (3,400) | (12,337) | (12,172) | ||||||||
Net income (loss) | 5,607 | 19,344 | 17,977 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 5,607 | 19,344 | 17,977 | ||||||||
Net income | 5,607 | 19,344 | 17,977 | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | 5,607 | ||||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 5,607 | 19,344 | 17,977 | ||||||||
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net broadcast revenue (including trade and barter) | 201,044 | 102,455 | 85,551 | ||||||||
Revenue between consolidated entities | 38,272 | 11,942 | 11,997 | ||||||||
Net revenue | 239,316 | 114,397 | 97,548 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 167,690 | 67,067 | 44,064 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 43,423 | 18,822 | 19,591 | ||||||||
Local service agreement fees between consolidated entities | 30,417 | 16,367 | 16,074 | ||||||||
Amortization of broadcast rights | 6,870 | 3,588 | 5,026 | ||||||||
Amortization of intangible assets | 19,270 | 16,634 | 16,623 | ||||||||
Depreciation | 6,525 | 3,727 | 2,954 | ||||||||
Goodwill and intangible assets impairment | 19,985 | 15,076 | |||||||||
Total operating expenses | 294,180 | 141,281 | 104,332 | ||||||||
Income from operations | (54,864) | (26,884) | (6,784) | ||||||||
Interest expense, net | (4,207) | (1,599) | (1,546) | ||||||||
Loss on extinguishment of debt | (226) | ||||||||||
Income before income taxes | (59,297) | (28,483) | (8,330) | ||||||||
Income tax benefit (expense) | 17,883 | 3,914 | 3,336 | ||||||||
Net income (loss) | (41,414) | (24,569) | (4,994) | ||||||||
Net (income) loss attributable to noncontrolling interests | (330) | (1,563) | 1,301 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | (41,744) | (26,132) | (3,693) | ||||||||
Net income | (41,414) | (24,569) | (4,994) | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | (41,414) | ||||||||||
Total comprehensive income attributable to noncontrolling interests | (330) | ||||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | $ (41,744) | $ (26,132) | $ (3,693) |
Condensed Consolidating Fina102
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |
Change in unrecognized amounts included in pension and postretirement obligations, tax | $ 2,160 |
Condensed Consolidating Fina103
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | $ 136,721 | $ 261,517 | $ 205,308 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (72,461) | (31,870) | (29,021) |
Deposits and payments for acquisitions | (2,975,254) | (103,970) | (475,949) |
Proceeds from sale of stations | 481,946 | 27,005 | |
Proceeds received to relinquish spectrum | 478,608 | ||
Other investing activities | 25,089 | (4,345) | 3,624 |
Net cash used in investing activities | (2,062,072) | (140,185) | (474,341) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 4,433,981 | 58,000 | 421,950 |
Repayments of long-term debt | (1,922,329) | (80,140) | (166,290) |
Premium paid on debt extinguishment | (18,050) | ||
Payments for debt financing costs | (52,039) | (20,707) | (3,225) |
Purchase of noncontrolling interests | (66,901) | (100) | |
Payments for contingent consideration | (263,647) | ||
Common stock dividends paid | (55,892) | (29,445) | (23,686) |
Purchase of treasury stock | (99,008) | (48,660) | |
Other financing activities | (2,792) | (4,776) | (2,777) |
Net cash provided by (used in) financing activities | 1,953,323 | (77,068) | 180,537 |
Net increase (decrease) in cash and cash equivalents | 27,972 | 44,264 | (88,496) |
Cash and cash equivalents at beginning of period | 87,680 | 43,416 | 131,912 |
Cash and cash equivalents at end of period | 115,652 | 87,680 | 43,416 |
Eliminations [Member] | |||
Cash flows from investing activities: | |||
Purchases of property and equipment | 176 | ||
Deposits and payments for acquisitions | 43,300 | ||
Proceeds from sale of stations | (43,300) | ||
Other investing activities | (176) | ||
Nexstar [Member] | Reportable Legal Entities [Member] | |||
Cash flows from financing activities: | |||
Common stock dividends paid | (55,892) | (29,445) | (23,686) |
Purchase of treasury stock | (99,008) | (48,660) | |
Inter-company payments | 150,844 | 28,220 | 68,989 |
Other financing activities | 4,056 | 1,225 | 3,357 |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 106,118 | 251,736 | 171,518 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (62,056) | (28,326) | (26,636) |
Deposits and payments for acquisitions | (2,974,454) | (103,970) | (510,701) |
Proceeds from sale of stations | 481,946 | 70,305 | |
Proceeds received to relinquish spectrum | 478,608 | ||
Other investing activities | 24,587 | (4,345) | 3,450 |
Net cash used in investing activities | (2,051,369) | (136,641) | (463,582) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 4,149,575 | 58,000 | 419,950 |
Repayments of long-term debt | (1,640,088) | (73,155) | (155,653) |
Premium paid on debt extinguishment | (18,050) | ||
Payments for debt financing costs | (48,235) | (20,024) | |
Purchase of noncontrolling interests | (66,901) | ||
Payments for contingent consideration | (258,647) | ||
Inter-company payments | (150,844) | (28,220) | (68,989) |
Other financing activities | (6,529) | (3,358) | (6,224) |
Net cash provided by (used in) financing activities | 1,960,281 | (66,757) | 189,084 |
Net increase (decrease) in cash and cash equivalents | 15,030 | 48,338 | (102,980) |
Cash and cash equivalents at beginning of period | 75,830 | 27,492 | 130,472 |
Cash and cash equivalents at end of period | 90,860 | 75,830 | 27,492 |
Mission [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 4,692 | 5,370 | 10,931 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (700) | (241) | (258) |
Deposits and payments for acquisitions | (800) | ||
Other investing activities | 100 | 150 | |
Net cash used in investing activities | (1,400) | (241) | (108) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 230,609 | ||
Repayments of long-term debt | (227,051) | (2,335) | (7,337) |
Payments for debt financing costs | (3,804) | (683) | |
Other financing activities | (8) | ||
Net cash provided by (used in) financing activities | (246) | (3,018) | (7,345) |
Net increase (decrease) in cash and cash equivalents | 3,046 | 2,111 | 3,478 |
Cash and cash equivalents at beginning of period | 6,478 | 4,367 | 889 |
Cash and cash equivalents at end of period | 9,524 | 6,478 | 4,367 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 25,911 | 4,411 | 22,859 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (9,705) | (3,303) | (2,303) |
Deposits and payments for acquisitions | (8,548) | ||
Other investing activities | 402 | 200 | |
Net cash used in investing activities | (9,303) | (3,303) | (10,651) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 53,797 | 2,000 | |
Repayments of long-term debt | (55,190) | (4,650) | (3,300) |
Payments for contingent consideration | (5,000) | ||
Other financing activities | (319) | (2,643) | 98 |
Net cash provided by (used in) financing activities | (6,712) | (7,293) | (1,202) |
Net increase (decrease) in cash and cash equivalents | 9,896 | (6,185) | 11,006 |
Cash and cash equivalents at beginning of period | 5,372 | 11,557 | 551 |
Cash and cash equivalents at end of period | $ 15,268 | $ 5,372 | $ 11,557 |
Unaudited Quarterly Data - Unau
Unaudited Quarterly Data - Unaudited Quarterly Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 653,664 | $ 611,870 | $ 626,115 | $ 540,317 | $ 309,879 | $ 275,659 | $ 261,994 | $ 255,658 | $ 2,431,966 | $ 1,103,190 | $ 896,377 |
Income from operations | 140,837 | 129,072 | 138,685 | 110,151 | 92,475 | 72,897 | 64,007 | 57,929 | 518,745 | 287,308 | 206,107 |
(Loss) income before income taxes | 87,519 | 74,085 | 80,777 | (997) | 47,101 | 43,149 | 43,283 | 37,139 | 241,384 | 170,672 | 125,070 |
Net income attributable to Nexstar | $ 378,481 | $ 46,475 | $ 43,992 | $ 6,049 | $ 20,482 | $ 24,799 | $ 24,529 | $ 21,727 | $ 474,997 | $ 91,537 | $ 77,684 |
Basic net income per common share | $ 8.27 | $ 1.01 | $ 0.94 | $ 0.14 | $ 0.67 | $ 0.81 | $ 0.80 | $ 0.71 | $ 10.38 | $ 2.98 | $ 2.50 |
Basic weighted average shares outstanding | 45,754 | 46,107 | 46,931 | 44,200 | 30,713 | 30,695 | 30,680 | 30,658 | 45,754 | 30,687 | 31,100 |
Diluted net income per common share | $ 8.03 | $ 0.98 | $ 0.91 | $ 0.13 | $ 0.64 | $ 0.78 | $ 0.78 | $ 0.69 | $ 10.07 | $ 2.89 | $ 2.42 |
Diluted weighted average shares outstanding | 47,149 | 47,452 | 48,195 | 45,419 | 31,798 | 31,698 | 31,620 | 31,538 | 47,149 | 31,664 | 32,091 |
Valuation and Qualifying Acc105
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 5,805 | $ 5,369 | $ 3,002 | |
Additions Charged to Costs and Expenses | 10,263 | 4,160 | 3,443 | |
Deductions | [1] | (2,710) | (3,724) | (1,076) |
Balance at End of Period | $ 13,358 | $ 5,805 | $ 5,369 | |
[1] | Uncollectible accounts written off, net of recoveries. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 16, 2018 | Feb. 01, 2018 | Jan. 16, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Dividends declared per common share | $ 1.20 | $ 0.96 | $ 0.76 | |||
Repayment of debt | $ 1,922,329,000 | $ 80,140,000 | $ 166,290,000 | |||
Subsequent Event [Member] | Term Loans B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of debt | $ 20,000,000 | |||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per common share | $ 0.375 | |||||
Dividends, date declared | Feb. 1, 2018 | |||||
Dividends, date payable | Mar. 2, 2018 | |||||
Dividends, date of record | Feb. 16, 2018 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of debt | $ 20,000,000 | |||||
LKQD Technologies Inc [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition date | Jan. 16, 2018 | |||||
Cash paid in business acquisition | $ 90,000,000 | |||||
Maximum Earnout payment | 35,000,000 | |||||
LKQD Technologies Inc [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Borrowing from revolving credit facility | $ 44,000,000 |