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 |