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, a wholly-owned subsidiary of Nexstar, and other VIEs consolidated by Nexstar Broadcasting (See Note 2). Nexstar Broadcasting’s outstanding 5.625% Notes and 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities. Nexstar Broadcasting’s outstanding 5.875% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar, subject to certain customary release provisions. These notes are not guaranteed by any other entities. The indentures governing the 5.625% Notes and the 6.125% Notes are not registered but require consolidating information that presents the guarantor information. As discussed in Note 2, the Company adopted ASU No. 2016-15 on a retrospective basis which reclassified the cash flow classification of certain payments for contingent consideration related to an acquisition in 2017 from financing activities to operating activities. The Company also adopted ASU No. 2016-18 on a retrospective basis which impacted the cash flow treatment of transfers between cash, cash equivalents and restricted cash in 2017. Further, the Company adopted ASU No. 2017-07 on a retrospective basis which requires the presentation of the net periodic benefit costs, other than the current service costs, in the income statement separately from the service cost component and outside the subtotal of income from operations. The effects of these adoptions were reflected in the accompanying Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of Cash Flows during the three months ended March 31, 2017. CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 80,246 $ 4,056 $ 24,819 $ - $ 109,121 Accounts receivable - 445,786 14,809 82,130 - 542,725 Amounts due from consolidated entities - 69,594 90,003 - (159,597 ) - Spectrum asset - 279,078 - 26,695 - 305,773 Other current assets - 39,173 1,216 3,621 - 44,010 Total current assets - 913,877 110,084 137,265 (159,597 ) 1,001,629 Investments in subsidiaries 763,631 108,884 - - (872,515 ) - Amounts due from consolidated entities 828,532 - - - (828,532 ) - Property and equipment, net - 691,012 18,095 16,240 (74 ) 725,273 Goodwill - 1,968,147 33,187 182,664 - 2,183,998 FCC licenses - 1,615,830 43,102 108,706 - 1,767,638 Other intangible assets, net - 1,446,452 15,297 130,868 - 1,592,617 Other noncurrent assets - 180,726 3,162 2,580 - 186,468 Total assets $ 1,592,163 $ 6,924,928 $ 222,927 $ 578,323 $ (1,860,718 ) $ 7,457,623 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 36,243 $ 2,314 $ 53,617 $ - $ 92,174 Accounts payable - 61,863 2,166 16,790 - 80,819 Liability to surrender spectrum asset - 286,740 - 27,347 - 314,087 Amounts due to consolidated entities - - - 159,597 (159,597 ) - Other current liabilities - 157,853 6,772 33,450 - 198,075 Total current liabilities - 542,699 11,252 290,801 (159,597 ) 685,155 Debt - 3,998,088 223,040 22,033 - 4,243,161 Amounts due to consolidated entities - 596,208 - 232,536 (828,744 ) - Deferred tax liabilities - 615,714 - 11,745 - 627,459 Other noncurrent liabilities - 305,901 7,071 7,372 - 320,344 Total liabilities - 6,058,610 241,363 564,487 (988,341 ) 5,876,119 Total stockholders' equity (deficit) 1,592,163 866,318 (18,436 ) 3,695 (872,377 ) 1,571,363 Noncontrolling interests in consolidated variable interest entities - - - 10,141 - 10,141 Total liabilities and stockholders' equity (deficit) $ 1,592,163 $ 6,924,928 $ 222,927 $ 578,323 $ (1,860,718 ) $ 7,457,623 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 Nexstar Media Group, Inc. stockholders' equity (deficit) 1,587,504 807,327 (15,305 ) (82,397 ) (726,515 ) 1,570,614 Noncontrolling interest in a consolidated variable interest entity - - - 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 STATEMENT OF OPERATIONS Three Months Ended March 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 549,681 $ 16,102 $ 49,498 $ - $ 615,281 Revenue between consolidated entities - 20,256 8,483 16,705 (45,389 ) 55 Net revenue - 569,937 24,585 66,203 (45,389 ) 615,336 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 221,179 10,147 48,991 (1,354 ) 278,963 Selling, general, and administrative expenses, excluding depreciation and amortization - 136,185 1,216 11,306 (6,802 ) 141,905 Local service agreement fees between consolidated entities - 16,976 13,250 7,007 (37,233 ) - Amortization of broadcast rights - 14,995 412 693 - 16,100 Amortization of intangible assets - 29,845 544 5,913 - 36,302 Depreciation - 23,461 517 1,836 - 25,814 Reimbursement from the FCC related to station repack - (1,364 ) - - - (1,364 ) Total operating expenses - 441,277 26,086 75,746 (45,389 ) 497,720 Income (loss) from operations - 128,660 (1,501 ) (9,543 ) - 117,616 Interest expense, net - (51,034 ) (2,611 ) (944 ) - (54,589 ) Loss on extinguishment of debt - (1,005 ) - - - (1,005 ) Pension and other postretirement plans credit, net - 2,950 - - - 2,950 Other expenses - (129 ) - 2 - (127 ) Equity in income of subsidiaries 52,032 - - - (52,032 ) - Income (loss) before income taxes 52,032 79,442 (4,112 ) (10,485 ) (52,032 ) 64,845 Income tax (expense) benefit - (20,450 ) 981 1,965 - (17,504 ) Net income (loss) 52,032 58,992 (3,131 ) (8,520 ) (52,032 ) 47,341 Net loss attributable to noncontrolling interests - - - 781 - 781 Net income (loss) attributable to Nexstar $ 52,032 $ 58,992 $ (3,131 ) $ (7,739 ) $ (52,032 ) $ 48,122 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 474,146 $ 17,908 $ 48,263 $ - $ 540,317 Revenue between consolidated entities - 14,070 8,822 (1,823 ) (21,069 ) - Net revenue - 488,216 26,730 46,440 (21,069 ) 540,317 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 178,757 9,020 30,991 (39 ) 218,729 Selling, general, and administrative expenses, excluding depreciation and amortization - 166,476 973 11,650 (2,166 ) 176,933 Local service agreement fees between consolidated entities - 10,206 4,500 4,158 (18,864 ) - Amortization of broadcast rights - 21,461 1,398 1,608 - 24,467 Amortization of intangible assets - 41,366 636 6,156 - 48,158 Depreciation - 20,070 588 1,568 - 22,226 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 380,620 17,115 56,131 (21,069 ) 432,797 Income (loss) from operations - 107,596 9,615 (9,691 ) - 107,520 Interest expense, net - (75,580 ) (2,650 ) (1,007 ) - (79,237 ) Loss on extinguishment of debt - (29,445 ) (2,133 ) (226 ) - (31,804 ) Pension and other postretirement plans credit, net - 2,631 - - - 2,631 Other income (expenses) - 324 - (431 ) - (107 ) Equity in income of subsidiaries 3,124 - - - (3,124 ) - Income (loss) before income taxes 3,124 5,526 4,832 (11,355 ) (3,124 ) (997 ) Income tax benefit (expense) - 3,861 (1,881 ) 3,961 - 5,941 Net income (loss) 3,124 9,387 2,951 (7,394 ) (3,124 ) 4,944 Net loss attributable to noncontrolling interests - - - 1,105 - 1,105 Net income (loss) attributable to Nexstar $ 3,124 $ 9,387 $ 2,951 $ (6,289 ) $ (3,124 ) $ 6,049 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 171,164 $ (4,060 ) $ 12,261 $ - $ 179,365 Cash flows from investing activities: Purchases of property and equipment - (18,266 ) (830 ) (1,996 ) - (21,092 ) Deposits and payments for acquisitions - (82,790 ) - - - (82,790 ) Other investing activities - 2,847 - - - 2,847 Net cash used in investing activities - (98,209 ) (830 ) (1,996 ) - (101,035 ) Cash flows from financing activities: Proceeds from long-term debt - 44,000 - - - 44,000 Repayments of long-term debt - (73,061 ) (578 ) (940 ) - (74,579 ) Common stock dividends paid (17,288 ) - - - - (17,288 ) Purchase of treasury stock (33,820 ) - - - - (33,820 ) Inter-company payments 53,773 (53,773 ) - - - - Other financing activities (2,665 ) (735 ) - 226 - (3,174 ) Net cash used in financing activities - (83,569 ) (578 ) (714 ) - (84,861 ) Net (decrease) increase in cash, cash equivalents and restricted cash - (10,614 ) (5,468 ) 9,551 - (6,531 ) Cash, cash equivalents and restricted cash at beginning of period - 90,860 9,524 15,268 - 115,652 Cash, cash equivalents and restricted cash at end of period $ - $ 80,246 $ 4,056 $ 24,819 $ - $ 109,121 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ (50,645 ) $ (4,212 ) $ 7,072 $ - $ (47,785 ) Cash flows from investing activities: Purchases of property and equipment - (12,381 ) (74 ) (1,459 ) - (13,914 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of a station - 481,944 - - - 481,944 Other investing activities - 404 - - - 404 Net cash used in investing activities - (2,500,427 ) (874 ) (1,459 ) - (2,502,760 ) Cash flows from financing activities: Proceeds from long-term debt - 2,797,106 230,840 53,915 - 3,081,861 Repayments of long-term debt - (1,041,607 ) (225,892 ) (53,300 ) - (1,320,799 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Common stock dividends paid (14,106 ) - - - (14,106 ) Payments for debt financing costs - (47,578 ) (3,779 ) - - (51,357 ) Inter-company payments 15,123 (15,123 ) - - - - Other financing activities (1,017 ) 91 - (1,764 ) - (2,690 ) Net cash provided by (used in) financing activities - 1,607,938 1,169 (1,149 ) - 1,607,958 Net (decrease) increase in cash, cash equivalents and restricted cash - (943,134 ) (3,917 ) 4,464 - (942,587 ) Cash, cash equivalents and restricted cash at beginning of period - 1,003,629 6,478 5,372 - 1,015,479 Cash, cash equivalents and restricted cash at end of period $ - $ 60,495 $ 2,561 $ 9,836 $ - $ 72,892 |