Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,555,310 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 147,681 | $ 115,652 | |
Accounts receivable, net of allowance for doubtful accounts of $14,635 and $13,358, respectively | 524,078 | 562,943 | |
Spectrum asset | 305,764 | ||
Prepaid expenses and other current assets | 45,329 | 71,859 | |
Total current assets | 717,088 | 1,056,218 | |
Property and equipment, net | 720,464 | 734,138 | |
Goodwill | 2,184,982 | 2,142,846 | |
FCC licenses | 1,767,638 | 1,767,638 | |
Other intangible assets, net | 1,557,277 | 1,581,626 | |
Other noncurrent assets, net | 172,045 | 199,181 | |
Total assets | [1] | 7,119,494 | 7,481,647 |
Current liabilities: | |||
Current portion of debt | 41,722 | 92,808 | |
Current portion of broadcast rights payable | 5,027 | 16,659 | |
Accounts payable | 66,128 | 31,136 | |
Accrued expenses | 126,352 | 159,281 | |
Interest payable | 40,322 | 39,563 | |
Liability to surrender spectrum asset | 314,087 | ||
Other current liabilities | 15,019 | 17,169 | |
Total current liabilities | 294,570 | 670,703 | |
Debt | 4,245,924 | 4,269,652 | |
Deferred tax liabilities | 633,016 | 619,441 | |
Other noncurrent liabilities | 303,530 | 340,541 | |
Total liabilities | [1] | 5,477,040 | 5,900,337 |
Commitments and contingencies (Note 12) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2018 and December 31, 2017 | |||
Additional paid-in capital | 1,337,738 | 1,342,541 | |
Accumulated other comprehensive income | 6,140 | 6,140 | |
Retained earnings | 400,934 | 299,523 | |
Treasury stock - at cost; 1,769,428 and 1,325,049 shares at June 30, 2018 and December 31, 2017, respectively | (111,846) | (78,063) | |
Total Nexstar Media Group, Inc. stockholders' equity | 1,633,439 | 1,570,614 | |
Noncontrolling interests in consolidated variable interest entities | 9,015 | 10,696 | |
Total stockholders' equity | 1,642,454 | 1,581,310 | |
Total liabilities and stockholders' equity | 7,119,494 | 7,481,647 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Class A Common stock | 473 | 473 | |
Total stockholders' equity | $ 473 | $ 473 | |
[1] | The consolidated total assets as of June 30, 2018 and December 31, 2017 include certain assets held by consolidated variable interest entities (“VIEs”) of $378.0 million and $426.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2018 and December 31, 2017 include certain liabilities of consolidated VIEs of $38.1 million and $81.8 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 14,635 | $ 13,358 |
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 | 1,769,428 | 1,325,049 |
Consolidated VIEs [Member] | ||
ASSETS | ||
Consolidated VIEs, Assets | $ 378,006 | $ 426,879 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Consolidated VIEs, Liabilities | $ 38,148 | $ 81,832 |
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 | 47,291,463 |
Common stock, shares outstanding | 45,522,035 | 45,966,414 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues [Abstract] | ||||
Net revenue | $ 660,323 | $ 626,115 | $ 1,275,659 | $ 1,166,432 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 274,439 | 252,610 | 553,402 | 471,339 |
Selling, general and administrative expenses, excluding depreciation and amortization | 138,903 | 147,441 | 280,808 | 324,374 |
Amortization of broadcast rights | 15,913 | 25,686 | 32,013 | 50,153 |
Amortization of intangible assets | 37,181 | 38,557 | 73,483 | 86,715 |
Depreciation | 25,090 | 26,292 | 50,904 | 48,518 |
Reimbursement from the FCC related to station repack | (5,697) | (7,061) | ||
Gain on disposal of stations, net | (57,716) | |||
Total operating expenses | 485,829 | 490,586 | 983,549 | 923,383 |
Income from operations | 174,494 | 135,529 | 292,110 | 243,049 |
Interest expense, net | (56,281) | (55,685) | (110,870) | (134,922) |
Loss on extinguishment of debt | (481) | (1,323) | (1,486) | (33,127) |
Pension and other postretirement plans credit, net | 2,950 | 3,156 | 5,900 | 5,787 |
Other expenses | (812) | (900) | (939) | (1,007) |
Income (loss) before income taxes | 119,870 | 80,777 | 184,715 | 79,780 |
Income tax expense | (33,264) | (32,322) | (50,768) | (26,381) |
Net income (loss) | 86,606 | 48,455 | 133,947 | 53,399 |
Net loss (income) attributable to noncontrolling interests | 1,126 | (4,463) | 1,907 | (3,358) |
Net income attributable to Nexstar Media Group, Inc. | $ 87,732 | $ 43,992 | $ 135,854 | $ 50,041 |
Net income per common share attributable to Nexstar Media Group, Inc.: | ||||
Basic | $ 1.92 | $ 0.94 | $ 2.96 | $ 1.10 |
Diluted | $ 1.86 | $ 0.91 | $ 2.87 | $ 1.07 |
Weighted average number of common shares outstanding: | ||||
Basic | 45,631 | 46,931 | 45,852 | 45,573 |
Diluted | 47,147 | 48,195 | 47,414 | 46,815 |
Dividends declared per common share | $ 0.375 | $ 0.30 | $ 0.75 | $ 0.60 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Noncontrolling interests [Member] |
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) | |||||
Purchase of treasury stock | $ (50,524) | $ (50,500) | $ (50,524) | ||||
Purchase of treasury stock, shares | (751,920) | (751,920) | |||||
Stock-based compensation expense | 14,595 | 14,595 | |||||
Vesting of restricted stock units and exercise of stock options | (2,657) | (19,398) | $ 16,741 | ||||
Vesting of restricted stock units and exercise of stock options | 307,541 | ||||||
Common stock dividends declared | (34,443) | (34,443) | |||||
Contribution from a noncontrolling interest | 226 | 226 | |||||
Net income (loss) | 133,947 | 135,854 | (1,907) | ||||
Balance at Jun. 30, 2018 | $ 1,642,454 | $ 473 | $ 1,337,738 | $ 400,934 | $ 6,140 | $ (111,846) | $ 9,015 |
Balance, Shares at Jun. 30, 2018 | 47,291,463 | ||||||
Balance, Shares at Jun. 30, 2018 | (1,769,428) | (1,769,428) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 133,947 | $ 53,399 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for bad debt | 6,344 | 4,081 |
Amortization of broadcast rights, excluding barter | 32,013 | 29,997 |
Depreciation of property and equipment | 50,904 | 48,518 |
Amortization of intangible assets | 73,483 | 86,715 |
Gain on asset disposal, net | (391) | (58,595) |
Amortization of debt financing costs and debt discounts | 5,236 | 5,157 |
Loss on extinguishment of debt | 1,486 | 33,127 |
Stock-based compensation expense | 14,595 | 11,309 |
Deferred income taxes | 5,472 | (185,535) |
Payments for broadcast rights | (32,787) | (29,479) |
Non-cash compensation expense related to an acquisition's contingent consideration | 1,233 | |
Payments for contingent consideration in connection with an acquisition | (4,044) | |
Other noncash credits, net | (1,249) | (1,325) |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | 56,939 | 13,005 |
Prepaid expenses and other current assets | 1,504 | 10,522 |
Other noncurrent assets | (719) | (660) |
Accounts payable, accrued expenses and other current liabilities | (27,683) | (29,685) |
Taxes payable | 12,493 | 154,291 |
Interest payable | 759 | (22,331) |
Other noncurrent liabilities | (9,444) | (7,618) |
Net cash provided by operating activities | 324,135 | 110,849 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (36,390) | (27,691) |
Payments for acquisitions, net of cash acquired | (85,867) | (2,971,194) |
Proceeds from sale of stations | 481,944 | |
Proceeds from disposals of property and equipment | 3,874 | 14,575 |
Proceeds received from settlement of corporate-owned life insurance policies | 387 | 253 |
Net cash used in investing activities | (117,996) | (2,502,113) |
Cash flows from financing activities: | ||
Proceeds from long-term debt, net of debt discounts | 95,759 | 3,081,861 |
Repayments of long-term debt | (176,916) | (1,390,798) |
Premium paid on debt extinguishment | (18,050) | |
Payments for debt financing costs | (51,357) | |
Contribution from (distributions to) a noncontrolling interest, net | 226 | (243) |
Purchase of treasury stock | (50,524) | (58,294) |
Proceeds from exercise of stock options | 2,059 | 3,303 |
Common stock dividends paid | (34,443) | (28,268) |
Purchase of noncontrolling interests | (66,901) | |
Payments for contingent consideration in connection with an acquisition | (956) | |
Cash paid for shares withheld for taxes | (4,716) | (4,032) |
Payments for capital lease obligations | (5,555) | (4,578) |
Net cash (used in) provided by financing activities | (174,110) | 1,461,687 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 32,029 | (929,577) |
Cash, cash equivalents and restricted cash at beginning of period | 115,652 | 1,015,479 |
Cash, cash equivalents and restricted cash at end of period | 147,681 | 85,902 |
Supplemental information: | ||
Interest paid | 104,874 | 143,521 |
Income taxes paid, net of refunds | 32,781 | 51,972 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 14,376 | 3,325 |
Noncash purchases of property and equipment | 9,937 | |
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 | $ 314,086 | |
Contingent consideration payable in connection with a merger | $ 275,352 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations As of June 30, 2018, Nexstar Media Group, Inc. and its wholly-owned subsidiaries (“Nexstar”) owned, operated, programmed or provided sales and other services to 169 full power television stations, including those owned by VIEs, in 100 markets in the states of Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The Condensed 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. The following are 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 (in thousands): June 30, 2018 December 31, 2017 Current assets Spectrum asset $ - $ 26,695 Other current assets 17,304 22,038 Total current assets 17,304 48,733 Property and equipment, net 7,059 7,517 Goodwill 121,601 130,362 FCC licenses 151,808 151,808 Other intangible assets, net 78,587 81,916 Other noncurrent assets, net 1,647 6,543 Total assets $ 378,006 $ 426,879 Current Liabilities Liability to surrender spectrum asset $ - $ 27,347 Other current liabilities 13,402 24,146 Total current liabilities 13,402 51,493 Noncurrent liabilities 24,746 30,339 Total liabilities $ 38,148 $ 81,832 Liquidity Nexstar is leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’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 Nexstar’s control. Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2017. The balance sheet as of December 31, 2017 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 Nexstar consolidates entities in which Nexstar is deemed under U.S. GAAP to have controlling financial interests 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 certain VIEs’ senior secured credit facilities (see Note 7), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each VIE, exclusive of Marshall Broadcasting Group, Inc. (“Marshall”), which permit Nexstar to acquire the assets and assume the liabilities of each of the VIEs’ stations, subject to Federal Communications Commission (“FCC”) consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2018 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission Broadcasting, Inc. (“Mission”) WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) KNVA SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY White Knight Broadcasting (“White Knight”) WVLA, KFXK, KSHV Shield Media, LLC (“Shield”) WXXA and WLAJ Vaughan Media, LLC (“Vaughan”) WBDT, WYTV and KTKA Marshall KLJB, KPEJ and KMSS SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from its VIEs 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, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2018 December 31, 2017 Current assets: Cash and cash equivalents $ 12,495 $ 17,180 Accounts receivable, net 21,883 24,407 Spectrum asset - 26,695 Prepaid expenses and other current assets 3,645 6,762 Total current assets 38,023 75,044 Property and equipment, net 25,423 25,971 Goodwill 154,788 163,549 FCC licenses 151,808 151,808 Other intangible assets, net 93,344 97,757 Other noncurrent assets, net 5,216 9,443 Total assets $ 468,602 $ 523,572 Current liabilities: Current portion of debt $ 5,479 $ 56,565 Interest payable 985 994 Liability to surrender spectrum asset - 27,347 Other current liabilities 13,402 24,146 Total current liabilities 19,866 109,052 Debt 294,415 245,523 Other noncurrent liabilities 24,746 30,594 Total liabilities $ 339,027 $ 385,169 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 30, 2020. 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 to Cunningham 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 Nexstar’s 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. Revenue Recognition As discussed in Recent Accounting Pronouncements below, the Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all related amendments. ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The Company adopted this standard effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from cable, satellite and other multichannel video programming distributors (“MVPDs”) in its markets in return for the Company’s consent to the retransmission of the signals of its television stations. Total revenue includes advertising revenue, retransmission compensation, digital revenue and other broadcast related revenues. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). The lag between billing the customers and when the payment is due is not significant. The stations’ advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast on its stations (local, national and political revenue) or delivered on the stations’ websites (digital revenue). The Company’s retransmission consent agreements with MVPDs generally have a three-year term and provides revenue based on a monthly amount the Company is entitled to receive per subscriber. Under ASC 606, these revenues are considered arising from the licensing of functional intellectual property. As such, the Company applies the exception for sales- or usage- based royalty for the accounting of variable consideration and recognizes revenue (retransmission compensation) at the point in time the broadcast signal is delivered to the MVPDs . The MVPDs report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report from the MVPDs, the Company records revenue based on estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. The impact of the lag in the number of subscribers is not significant. Revenue from the Company’s other digital businesses includes revenue from digital publishing and content management platforms, digital video advertising platform, social media advertising platform and related services. Revenue is recognized at the time advertising is delivered or upon performance of services. The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. Most of the arrangements with customers are short-term in nature. The Company trades certain advertising time for various goods and services. These transactions are short-term in nature and 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 $4.0 million and $6.9 million of trade revenue during the three and six months ended June 30, 2018 and $3.5 million and $5.7 million of trade revenue during the three and six months ended June 30, 2017. The above revenue recognition policies are consistent with the Company’s historical accounting policies prior to the adoption of ASC 606. Effective on January 1, 2018, the Company no longer recognizes barter revenue (and the related barter expense) resulting from the exchange of advertising time for certain program material. During the three months ended June 30, 2017, barter revenue (and the related barter expense) were $9.9 million. During the six months ended June 30, 2017, barter revenue (and the related barter expense) were $20.1 million. Barter expense was included in amortization of broadcast rights in the accompanying Condensed Consolidated Statement of Operations. Under the Company’s historical accounting policy prior to the adoption of ASC 606, barter revenue (and the related barter expense) would have been $10.2 $8.1 $8.4 The Company elected to utilize the practi cal expedient around costs incurred to obtain contracts for television advertising and digital advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company continued to expense sales commissions when incurred. The Company did not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage- based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. The Company’s contract liabilities, which are reflected in its Consolidated Financial Statements as accrued expenses and other liabilities, consist primarily of customer payments for products or services received before the transfer of control to the customer occurs (deferred revenue). The Company’s performance obligations related to contract liabilities of $5.4 million as of January 1, 2018 were recognized as revenue during the first quarter of 2018. The Company’s performance obligations related to contract liabilities of $5.0 million as of June 30, 2018 are expected to be recognized as revenue in the third quarter of 2018. See Note 13 for disaggregated revenue information. Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights payable and accrued expenses approximate fair value due to their short-term nature. See Note 3 for fair value disclosures of contingent consideration in connection with the acquisition of Likqid Media Inc. (“LKQD”). See Note 7 for fair value disclosures related to the Company’s debt. 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 Condensed Consolidated Balance Sheet. As discussed under Recent Accounting Pronouncements, as of January 1, 2018 the Company adopted ASU No. 2017-07 and ASU No. 2016-15. Under Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar 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 stock 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 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Weighted average shares outstanding - basic 45,631 46,931 45,852 45,573 Dilutive effect of equity incentive plan instruments 1,516 1,264 1,562 1,242 Weighted average shares outstanding - diluted 47,147 48,195 47,414 46,815 Stock options and restricted stock units to acquire a weighted average of 27,000 shares for the three months ended June 30, 2017 and 38,000 and 289,000 during the six months ended June 30, 2018 and 2017, respectively, of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive. There were no anti-dilutive stock options or restricted stock units for the three months ended June 30, 2018. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Recent Accounting Pronouncements New Accounting Standards Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company adopted this standard and all related amendments effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. Upon adoption of this standard, the cumulative adjustment to the Company’s retained earnings as of January 1, 2018 for the cumulative effect of initially applying the new standard 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. The Company has applied the change in accounting as of January 1, 2018 on a retrospective basis. This adoption impacted Nexstar’s previous financing activity classification of payments for contingent consideration in 2017 related to an acquisition. The payment was not made soon after the consummation of a business combination and includes an amount that is more than the acquisition date fair value of the contingent consideration liability. Under ASU 2016-15, this portion of the transaction should be classified as an operating activity in the Condensed Consolidated Statement of Cash Flows. The adoption also impacted Nexstar’s disclosure of payments received for the settlement of corporate-owned life insurance claims within the Condensed Consolidated Statement of Cash Flows during the six months ended June 30, 2017. The payments were previously reported as a source of cash from operating activities and are now required to be disclosed within investing activities. As such, the amounts previously reported as net cash provided by operating activities and net cash used in investing activities decreased, as indicated in the below table. 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. The Company has applied the change in accounting as of January 1, 2018 on a retrospective basis. This adoption impacted the release of a restricted escrow deposit into Nexstar’s operating cash during the six months ended June 30, 2017. In July 2016, Nexstar issued its $900.0 million 5.625% Senior Unsecured Notes (the “5.625% Notes”) at par, the gross proceeds of which were directly deposited into a restricted escrow account. Interest on these notes is payable semiannually but Nexstar was required to pre-fund interest on such notes monthly from July 2016 to December 2016, all of which was also deposited in the restricted escrow account. As of December 31, 2016, the restricted escrow account had a balance of $927.8 million. In January 2017, Nexstar completed its merger with Media General, Inc. (“Media General”). As a result, the funds previously deposited in the restricted escrow account, including the pre-funded interests, were released to Nexstar’s operating cash. On February 1, 2017, Nexstar paid the first interest due to the lenders of the 5.625% Notes of $25.9 million. During the six months ended June 30, 2017, Nexstar previously classified the effects of these transactions in its Condensed Consolidated Statement of Cash Flows as follows: (i) $21.6 million source of cash from change in prepaid expenses and other current assets, (ii) $1.1 million source of cash from change in other noncurrent assets, (iii) $5.1 million source of cash from investing activities, (iv) $900.0 million proceeds from long-term debt, and (v) no cash flow reported in 2017 for the payment of interest on the 5.625% Notes as the cash flow impact was reported in 2016, when the pre-funding was made. Under ASU 2016-18, transfers between cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are not part of an entity’s operating, investing, and financing activities, and details of those transfers are not reported as cash flow activities in the statement of cash flows. As such, the previous classifications in the 2017 Condensed Consolidated Statement of Cash Flows related to these transactions were reversed . Additionally, the cash, cash equivalents and restricted cash at the beginning of the period in 2017 increased and the supplemental cash flow information for interest paid also increased. The following table summarizes the line items in the Condensed Consolidated Statement of Cash Flows that were impacted by the adoption of ASU 2016-15 and ASU 2016-18 along with reclassifications to conform with current year presentation (in thousands): Six Months Ended June 30, 2017 Previously Adjustments for adoption of Current Reported ASU 2016-15 ASU 2016-18 Reclassifications Presentation Cash flows from operating activities: Payments for contingent consideration in connection with an acquisition $ - $ (4,044 ) $ - $ - $ (4,044 ) Deferred gain recognition (241 ) - - 241 - Amortization of deferred representation fee incentive (594 ) - - 594 - Other non-cash credits - - - (1,325 ) (1,325 ) Prepaid expenses and other current assets 32,178 - (21,656 ) - 10,522 Accounts receivable 13,258 (253 ) - - 13,005 Other noncurrent assets (70 ) - (1,080 ) 490 (660 ) Net cash provided by operating activities 137,882 (4,297 ) (22,736 ) - 110,849 Cash flows from investing activities: Withdrawal of interest previously deposited in escrow 5,063 - (5,063 ) - - Proceeds received from corporate-owned life insurance policies - 253 - 253 Net cash used in investing activities (2,497,303 ) 253 (5,063 ) - (2,502,113 ) Cash flows from financing activities: Proceeds from long-term debt 3,981,861 - (900,000 ) - 3,081,861 Payments for contingent consideration in connection with an acquisition (5,000 ) 4,044 - - (956 ) Net cash provided by financing activities 2,357,643 4,044 (900,000 ) - 1,461,687 Net decrease in cash, cash equivalents and restricted cash (1,778 ) - (927,799 ) - (929,577 ) Cash, cash equivalents and restricted cash at beginning of period 87,680 - 927,799 - 1,015,479 Supplemental information: Interest paid $ 117,646 $ - $ 25,875 $ - $ 143,521 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 Company has applied the change in accounting as of January 1, 2018. The adoption of this ASU did not impact 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 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. The Company has applied the change in accounting as of January 1, 2018. Accordingly, net periodic benefit income, excluding service costs, of $3.2 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. The Company has applied the change in accounting as of January 1, 2018. The adoption of this ASU did not impact the Company's Consolidated Financial Statements. In February 2018, the FASB issued ASU No. 2018-02, Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 provides the option to re classify stranded tax effects related to the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in accumulated other comprehensive income to retained earnings. The adjustment relates to the change in the U.S. corporate income tax rate. The adoption of this ASU did not impact the Company's Consolidated Financial Statements. New Accounting Standards Not Yet Adopted 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. In January 2018, the FASB issued ASU No. 2018-01 to address the accounting treatment of land easements within the context of ASU No. 2016-02. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. In July 2018, the FASB issued ASU No. 2018-10 to provide additional clarity on specific aspects of the new lease guidance. 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) (“ASU 2016-13”). 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 i |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions LKQD On January 16, 2018, Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of LKQD, a video advertising infrastructure company, for $97.0 million. In January 2018, $94.0 million of the purchase price was paid, funded by a combination of borrowing under the revolving credit facility portion of Nexstar’s senior secured credit facility (Note 7) and cash on hand. The remaining purchase price of $3.0 million (working capital adjustment) was paid to the former owners on April 27, 2018, funded by cash on hand. The sellers are also entitled to receive up to $35.0 million in additional cash payments if a certain earnings target is achieved during the fiscal year 2019 and if certain employees have continued their employment with Nexstar Digital on the date of payment (the “Earnout Payments”). The Earnout Payments are considered compensation to employees for their services and will be incurred from the acquisition date through December 31, 2019. As of June 30, 2018 The acquisition of LKQD broadens and diversifies Nexstar Digital’s portfolio with technologies that are complementary to its current offerings of digital solutions and services for media publishers, and multi-platform marketing solutions for local and national advertisers. Transaction costs relating to this acquisition, including legal and professional fees of $0.4 million, were expensed as incurred during the six months ended June 30, 2018. No significant transaction costs were incurred during the three months ended June 30, 2018. Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Cash and cash equivalents $ 11,167 Accounts receivable 24,712 Prepaids 13 Property and equipment 210 Other intangible assets 45,320 Goodwill 42,136 Total assets acquired and consolidated 123,558 Less: Accounts payable and accrued expenses (18,816 ) Less: Taxes payable (1,065 ) Less: Deferred tax liabilities (6,645 ) Net assets acquired and consolidated $ 97,032 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The goodwill and other intangible assets are not deductible for tax purposes. Other intangible assets are amortized over an estimated weighted average useful life of approximately three years. During 2018, Nexstar Digital recorded measurement period adjustments including a decrease in accounts receivable of $1.2 million, resulting from changes in the estimate of collectability of accounts receivable. This adjustment increased goodwill by $1.0 million, along with other measurement period adjustments. LKQD’s net revenue of $15.9 million and operating loss of $1.1 million from the date of acquisition to June 30, 2018 have been included in the accompanying Condensed Consolidated Statements of Operations. KRBK and WHDF On July 15, 2018, Nexstar entered into a definitive agreement to acquire the assets of WHDF television station from Huntsville TV, LLC (“Huntsville TV”). On August 1, 2018, Nexstar entered into a definitive agreement to acquire the assets of KRBK television station from KRBK LLC. See Note 15 for additional information. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2018 December 31, 2017 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 1,971,170 $ (519,228 ) $ 1,451,942 $ 1,971,170 $ (461,345 ) $ 1,509,825 Other definite-lived intangible assets 1-20 242,223 (136,888 ) 105,335 193,089 (121,288 ) 71,801 Other intangible assets $ 2,213,393 $ (656,116 ) $ 1,557,277 $ 2,164,259 $ (582,633 ) $ 1,581,626 The following table presents the Company’s estimate of amortization expense for the remainder of 2018, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2018 (in thousands): Remainder of 2018 $ 73,211 2019 139,335 2020 129,801 2021 119,048 2022 113,665 2023 112,464 Thereafter 869,753 $ 1,557,277 The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2017 $ 2,212,755 $ (69,909 ) $ 2,142,846 $ 1,815,048 $ (47,410 ) $ 1,767,638 Acquisitions (See Note 3) 42,136 - 42,136 - - - Balances as of June 30, 2018 $ 2,254,891 $ (69,909 ) $ 2,184,982 $ 1,815,048 $ (47,410 ) $ 1,767,638 Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the three and six months ended June 30, 2018, the Company did not identify any events that would trigger impairment assessment. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2018 2017 Compensation and related taxes $ 38,824 $ 44,775 Network affiliation fees 32,666 68,197 Other 54,862 46,309 $ 126,352 $ 159,281 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 6 Months Ended |
Jun. 30, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | 6. Retirement and Postretirement Plans The Company has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees. Additionally, there are non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. All of these retirement plans are frozen. The Company also has a retiree medical savings account plan which reimburses eligible retired employees for certain medical expenses and an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. Nexstar recognizes the underfunded status of these plan liabilities on its Condensed Consolidated 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 through comprehensive income in the year in which the changes occur. The following table provides the components of net periodic benefit (income) cost for the Company’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Pension Benefits OPEB Pension Benefits OPEB Interest cost $ 3,350 $ 150 $ 6,700 $ 300 Expected return on plan assets (6,450 ) - (12,900 ) - Net periodic benefit (income) cost $ (3,100 ) $ 150 $ (6,200 ) $ 300 Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Pension Benefits OPEB Pension Benefits OPEB Interest cost $ 3,913 $ 157 $ 7,174 $ 287 Expected return on plan assets (7,226 ) - (13,248 ) - Net periodic benefit (income) cost $ (3,313 ) $ 157 $ (6,074 ) $ 287 The Company has no required contributions to its qualified retirement plan in 2018. Payments to fund the obligations under the remaining plans are considered contributions and are expected to be less than $6.0 million in 2018. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consisted of the following (in thousands): June 30, December 31, 2018 2017 Term loans, net of financing costs and discount of $51,323 and $57,547, respectively $ 2,719,941 $ 2,791,875 Revolving loans - 3,000 6.125% Senior unsecured notes due 2022, net of financing costs of $1,777 and $1,992, respectively 273,223 273,008 5.875% Senior unsecured notes due 2022, plus premium of $7,153 and $8,102, respectively 407,153 408,102 5.625% Senior unsecured notes due 2024, net of financing costs of $12,671 and $13,525, respectively 887,329 886,475 4,287,646 4,362,460 Less: current portion (41,722 ) (92,808 ) $ 4,245,924 $ 4,269,652 2018 Transactions On January 16, 2018, Nexstar borrowed $44.0 million from its revolving credit facility to partially fund the acquisition of LKQD (See Note 3). Through June 2018, Nexstar repaid in full the outstanding principal balance under its revolving loan for total payments of $44.0 million. On June 28, 2018, Marshall amended its senior secured credit facility. The amendment refinanced the then outstanding principal balances of Marshall’s term loans and revolving credit facility of $48.8 million and $3.0 million, respectively. The refinancing was funded by Marshall’s new term loan of $51.8 million which Nexstar continues to guarantee. The amendment also extended the maturity date of Marshall’s term loans to December 1, 2019. There were no significant financing costs and lender fees incurred related to Marshall’s refinancing of its senior secured credit facility. As of June 30, 2018, Marshall’s term loans, net of financing costs, had a balance of $51.7 million, of which $1.9 million is in current liabilities. Nexstar prepaid a total of $20.0 million and $60.0 million in principal balance under its Term Loan B, during the three and six months ended June 30, 2018, respectively, funded by cash on hand. This resulted in losses on extinguishment of debt of $0.5 million and $1.5 million for the three and six months ended June 30, 2018, respectively, representing write-offs of unamortized debt financing costs and discounts. During the six months ended June 30, 2018, the Company repaid scheduled maturities of $21.2 million of its term loans. On July 2, 2018, Nexstar prepaid $50.0 million of the outstanding principal under its term loans, funded by cash on hand. On July 27, 2018, Nexstar reallocated $5.6 million of its unused revolving loan credit facility to Marshall. On the same day, Marshall drew the full $5.6 million revolving loan facility reallocated from Nexstar and used the funds to partially repay its outstanding term loans. On August 1, 2018, Nexstar prepaid $35.0 million of the outstanding principal under its term loans, funded by cash on hand. Unused Commitments and Borrowing Availability The Company had $172.0 million of total unused revolving loan commitments under its senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of June 30, 2018. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2018, the Company was in compliance with its financial covenants. 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, a wholly-owned subsidiary of Nexstar, are guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 6.125% senior secured notes due 2022 (“6.125% Notes”) and the 5.625% Notes due 2024 but does not guarantee Nexstar’s 5.875% Senior Notes due 2022 (the “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 amended 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 June 30, 2018, the Company was in compliance with its financial covenant. Fair Value of Debt The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands): June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 2,719,941 $ 2,761,153 $ 2,791,875 $ 2,852,199 Revolving loans (1) - - 3,000 2,985 6.125% Senior unsecured notes (2) 273,223 278,438 273,008 284,625 5.875% Senior unsecured notes (2) 407,153 406,000 408,102 415,500 5.625% Senior unsecured notes (2) 887,329 861,750 886,475 925,875 (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 the Company’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. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders Equity Note [Abstract] | |
Common Stock | 8. Common Stock On April 26, 2018, Nexstar’s Board of Directors approved an additional $200 million increase in Nexstar’s share repurchase authorization to repurchase its Class A common stock. The expansion brought the total capacity under Nexstar’s share repurchase program to approximately $218.6 million when combined with the remaining balance under its prior authorization. During the three and six months ended June 30, 2018, Nexstar repurchased a total of 250,000 shares for $16.7 million and 751,920 shares for $50.5 million, respectively, of Class A common stock funded by cash on hand. As of June 30, 2018, the remaining available amount under the share repurchase authorization was $201.9 million. 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 Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Plans | 9. Stock-Based Compensation Plans During the three months ended June 30, 2018, Nexstar granted 224,000 restricted stock units to employees with an estimated fair value of $13.6 million. During the six months ended June 30, 2018, Nexstar granted 651,500 restricted stock units to employees and non-employee directors with an estimated fair value of $42.2 million. The restricted stock units vest over a range of three to four years from the date of the award. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income tax expense was $33.3 million for the three months ended June 30, 2018 compared to $32.3 million for the same period in 2017. The effective tax rates were 27.8% and 40.0% for each of the respective periods. In December 2017, the Tax Act was signed into law, which reduced the federal corporate income tax rate from 35% to 21%, or a 14.0% decrease in the effective tax rate. A $1.5 million decrease in permanent differences between the two periods contributed an additional 2.3% decrease in the effective tax rate. These decreases were partially offset by a decrease in nontaxable earnings of $1.3 million, or a 1.6% increase in the effective tax rate. In 2017, the Company released an uncertain tax position resulting in an income tax benefit of $1.6 million, contributing a further 2.0% increase in the effective tax rate between the two periods. Income tax expense was $50.8 million for the six months ended June 30, 2018 compared to $26.4 million for the same period in 2017. The effective tax rates were 27.5% and 33.1% for each of the respective periods. Decreases between the two periods were primarily attributable to (i) the Tax Act, effecting a 14.0% decrease in the effective tax rate, (ii) the liquidation of Media General legal entities that merged with Nexstar in 2017 and resulted in an income tax expense of $1.5 million in 2017, or a 1.9% decrease in the 2018 effective tax rate compared to prior year, (iii) transaction costs attributable to Nexstar’s merger with Media General that were determined to be nondeductible for tax purposes and resulted in an income tax expense of $1.7 million in 2017, or a 2.1% decrease in the 2018 effective tax rate compared to prior year, and (iv) a $1.0 million decrease in permanent differences, resulting in a 2.3% decrease in the 2018 effective tax rate compared to prior year. These decreases were partially offset by (i) a $7.7 million income tax benefit in 2017 that resulted from divestiture of stations previously owned by Nexstar, or a 9.6% increase in the 2018 effective tax rate compared to prior year, (ii) a release of an uncertain tax position in 2017 that resulted in an income tax benefit of $1.6 million, or a 2.0% increase in the 2018 effective tax rate compared to prior year, (iii) a decrease in nontaxable earnings of $1.4 million that contributed a 1.6% increase in the 2018 effective tax rate compared to prior year, and (iv) higher excess tax benefits related to stock-based compensation in 2017 amounting to $0.3 million, or a 0.9% increase in the 2018 effective tax rate compared to prior year. In December 2017, the Tax Act was signed into law which reduced the federal corporate income tax rate from 35% to 21%. The Tax Act requires complex computations not previously provided in U.S. tax law. As such, the application of accounting guidance for such items is currently uncertain. Further, compliance with the Tax Act and the accounting for such provisions require accumulation of information not previously required or regularly produced. As a result, we provided a provisional estimate on the effect of the Tax Act within the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2017. As additional regulatory guidance is issued by the applicable taxing authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the law, and as we refine estimates in calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional amounts, which could materially affect our tax obligations and effective tax rate. As of June 30, 2018, there has been no change to the provisional estimates. |
FCC Regulatory Matters
FCC Regulatory Matters | 6 Months Ended |
Jun. 30, 2018 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | 11. 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 by 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 JSA (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 appeals 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. 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 were filed in the first and second quarters of 2018. The FCC’s April 2017 reinstatement of the UHF 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 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, one station went off the air in November 2017, resulting in the Company now owning 169 full power television stations. The station that went off the air is not expected to have a significant impact on the Company’s 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. The Company derecognized the spectrum asset and liability to surrender spectrum of this station in the fourth quarter of 2017. Of the remaining ten stations, eight have ceased broadcasting on their current channels and implemented channel sharing agreements. As a result, the associated spectrum asset and liability to surrender spectrum, both amounting to $314.1 million, were derecognized in the second quarter of 2018. The remaining two stations will move to VHF channels and 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 $2.75 billion to reimburse television broadcasters, multichannel video program distributors (“MVPDs”), and other parties for costs reasonably incurred due to the repack. This allocation includes $1 billion added to the TV Broadcaster Relocation Fund as part of the Consolidated Appropriations Act, 2018. 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 which among other things 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 further notice of proposed rulemaking which sought additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s 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. On December 5, 2014 federal legislation 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. However, the proceeding remains open. 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 vi olate 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 fo r 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 | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Guarantees 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 June 30, 2018, Mission had a maximum commitment of $228.0 million under its senior secured credit facility, of which $225.0 million of debt was outstanding, Marshall had used all of its commitment and had outstanding debt obligations of $51.7 million and Shield had also used all of its commitment and had outstanding obligations of $23.2 million. On June 28, 2018, Marshall amended its senior secured credit facility which extended the maturity date of its outstanding debt to December 1, 2019. As a result of the amendment, Marshall has $1.9 million of short-term debt in current liabilities and $49.8 million of long-term debt included in long-term liabilities in the accompanying June 30, 2018 condensed 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. 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. On July 30, 2018, Clay, Massey & Associates, PC filed an antitrust class action complaint in the U.S. District Court for the Northern District of Illinois on behalf of itself and all others similarly situated against Gray Television, Inc., Hearst Communications, Nexstar Media Group, Inc., Tegna Inc., Tribune Media Company and Sinclair Broadcast Group, Inc. The lawsuit alleges unlawful coordination between advertising sales teams of independent local television station owners to artificially inflate prices of local TV advertisements in violation of Section 1 of the Sherman Act (15 U.S.C. §1). The Company denies the allegations against it and will defend its advertising practices as necessary. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | 13. 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): Three Months Ended June 30, 2018 Broadcast Other Consolidated Net revenue $ 622,888 $ 37,435 $ 660,323 Depreciation 20,961 4,129 25,090 Amortization of intangible assets 31,876 5,305 37,181 Income (loss) from operations 207,543 (33,049 ) 174,494 Three Months Ended June 30, 2017 Broadcast Other Consolidated Net revenue $ 594,489 $ 31,626 $ 626,115 Depreciation 24,702 1,590 26,292 Amortization of intangible assets 33,274 5,283 38,557 Income (loss) from operations 167,181 (31,652 ) 135,529 Six Months Ended June 30, 2018 Broadcast Other Consolidated Net revenue $ 1,199,873 $ 75,786 $ 1,275,659 Depreciation 42,361 8,543 50,904 Amortization of intangible assets 63,929 9,554 73,483 Income (loss) from operations 360,110 (68,000 ) 292,110 Six Months Ended June 30, 2017 Broadcast Other Consolidated Net revenue $ 1,105,656 $ 60,776 $ 1,166,432 Depreciation 41,644 6,874 48,518 Amortization of intangible assets 79,207 7,508 86,715 Income (loss) from operations 354,258 (111,209 ) 243,049 As of June 30, 2018 Broadcast Other Consolidated Goodwill $ 2,122,935 $ 62,047 $ 2,184,982 Assets 6,578,321 541,173 7,119,494 As of December 31, 2017 Broadcast Other Consolidated Goodwill $ 2,122,935 $ 19,911 $ 2,142,846 Assets 6,723,685 757,962 7,481,647 The following table presents the disaggregation of the Company’s revenue for the three and six months ended June 30, 2018 under ASC 606. Comparative 2017 revenues are presented in accordance with the Company’s historical accounting standard prior to the adoption of ASC 606 (in thousands): Three Months Ended June 30, 2018 Broadcast Other Consolidated Local $ 198,560 $ - $ 198,560 National 71,633 - 71,633 Political 31,636 - 31,636 Retransmission compensation 276,273 - 276,273 Digital 26,578 37,421 63,999 Other 14,191 14 14,205 Trade revenue 4,017 - 4,017 Net revenue $ 622,888 $ 37,435 $ 660,323 Three Months Ended June 30, 2017 Broadcast Other Consolidated Local $ 209,594 $ - $ 209,594 National 77,256 - 77,256 Political 5,488 - 5,488 Retransmission compensation 253,099 - 253,099 Digital 30,753 32,292 63,045 Other 4,938 (666 ) 4,272 Trade and barter revenue 13,361 - 13,361 Net revenue $ 594,489 $ 31,626 $ 626,115 Six Months Ended June 30, 2018 Broadcast Other Consolidated Local $ 391,828 $ - $ 391,828 National 138,678 - 138,678 Political 40,902 - 40,902 Retransmission compensation 552,214 - 552,214 Digital 51,046 75,757 126,803 Other 18,345 29 18,374 Trade revenue 6,860 - 6,860 Net revenue $ 1,199,873 $ 75,786 $ 1,275,659 Six Months Ended June 30, 2017 Broadcast Other Consolidated Local $ 388,070 $ - $ 388,070 National 143,238 - 143,238 Political 7,184 - 7,184 Retransmission compensation 484,994 - 484,994 Digital 47,702 60,708 108,410 Other 8,665 68 8,733 Trade and barter revenue 25,803 - 25,803 Net revenue $ 1,105,656 $ 60,776 $ 1,166,432 The Company is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations and interactive community websites and digital media services in medium-sized markets in the United States. Advertising revenue (local, national, political and digital) is positively affected by national and regional political campaigns, and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur, and advertising is aired during the Olympic Games. The Company receives compensation from MVPDs in return for the consent to the retransmission of the signals of its television stations. Retransmission compensation is recognized at the point in time the broadcast signal is delivered to the MVPDs and is based on Beginning in 2018, the Company no longer recognizes barter revenue (and the related barter expense) resulting from the exchange of advertising time for certain program material. During the three months ended June 30, 2017, the Company recognized barter revenue (and barter expense) of $9.9 million. During the six months ended June 30, 2017, the Company recognized barter revenue (and barter expense) of $20.1 million. These are included in the trade and barter revenue line in the tables above. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | 14. Condensed Consolidating Financial Information The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes, the 6.125% Notes and the 5.875% Notes. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (See Note 2). The Non-Guarantors column presents the combined financial information of Nexstar Digital, 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 and payments received for the settlement of corporate-owned life insurance claims from operating activities to investing 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 and six months ended June 30, 2017. CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 126,362 $ 6,557 $ 14,762 $ - $ 147,681 Accounts receivable - 435,598 12,943 75,537 - 524,078 Amounts due from consolidated entities - 74,146 84,872 - (159,018 ) - Other current assets - 39,570 1,219 4,996 (456 ) 45,329 Total current assets - 675,676 105,591 95,295 (159,474 ) 717,088 Investments in subsidiaries 857,802 108,884 - - (966,686 ) - Amounts due from consolidated entities 800,691 13,218 - - (813,909 ) - Property and equipment, net - 687,789 18,364 14,386 (75 ) 720,464 Goodwill - 1,968,147 33,187 183,648 - 2,184,982 FCC licenses - 1,615,830 43,102 108,706 - 1,767,638 Other intangible assets, net - 1,416,778 14,757 125,742 - 1,557,277 Other noncurrent assets - 166,214 3,569 15,480 (13,218 ) 172,045 Total assets $ 1,658,493 $ 6,652,536 $ 218,570 $ 543,257 $ (1,953,362 ) $ 7,119,494 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 36,243 $ 2,314 $ 3,165 $ - $ 41,722 Accounts payable - 51,359 1,783 12,986 - 66,128 Amounts due to consolidated entities - - - 159,018 (159,018 ) - Other current liabilities 213 155,618 4,776 26,569 (456 ) 186,720 Total current liabilities 213 243,220 8,873 201,738 (159,474 ) 294,570 Debt - 3,951,509 222,651 71,764 - 4,245,924 Amounts due to consolidated entities - 567,341 - 246,778 (814,119 ) - Deferred tax liabilities - 621,727 - 11,289 - 633,016 Other noncurrent liabilities - 302,898 6,773 7,077 (13,218 ) 303,530 Total liabilities 213 5,686,695 238,297 538,646 (986,811 ) 5,477,040 Total stockholders' equity (deficit) 1,658,280 965,841 (19,727 ) (4,404 ) (966,551 ) 1,633,439 Noncontrolling interests in consolidated variable interest entities - - - 9,015 - 9,015 Total liabilities and stockholders' equity (deficit) $ 1,658,493 $ 6,652,536 $ 218,570 $ 543,257 $ (1,953,362 ) $ 7,119,494 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 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 STATEMENT OF OPERATIONS Three Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 594,056 $ 17,606 $ 48,661 $ - $ 660,323 Revenue between consolidated entities 13,205 22,447 9,058 18,439 (63,149 ) - Net revenue 13,205 616,503 26,664 67,100 (63,149 ) 660,323 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 218,740 10,013 46,996 (1,310 ) 274,439 Selling, general, and administrative expenses, excluding depreciation and amortization 15,181 133,087 1,112 10,945 (21,422 ) 138,903 Local service agreement fees between consolidated entities - 17,971 13,250 9,196 (40,417 ) - Amortization of broadcast rights - 14,797 409 707 - 15,913 Amortization of intangible assets - 29,674 540 6,967 - 37,181 Depreciation - 22,885 504 1,701 - 25,090 Reimbursement from the FCC related to station repack - (5,510 ) (187 ) - - (5,697 ) Total operating expenses 15,181 431,644 25,641 76,512 (63,149 ) 485,829 (Loss) income from operations (1,976 ) 184,859 1,023 (9,412 ) - 174,494 Interest expense, net - (52,539 ) (2,739 ) (1,003 ) - (56,281 ) Loss on extinguishment of debt - (481 ) - - - (481 ) Pension and other postretirement plans credit, net - 2,950 - - - 2,950 Other expenses - (812 ) - - - (812 ) Equity in income of subsidiaries 94,171 - - - (94,171 ) - Income (loss) before income taxes 92,195 133,977 (1,716 ) (10,415 ) (94,171 ) 119,870 Income tax (expense) benefit (423 ) (34,455 ) 425 1,189 - (33,264 ) Net income (loss) 91,772 99,522 (1,291 ) (9,226 ) (94,171 ) 86,606 Net loss attributable to noncontrolling interests - - - 1,126 - 1,126 Net income (loss) attributable to Nexstar $ 91,772 $ 99,522 $ (1,291 ) $ (8,100 ) $ (94,171 ) $ 87,732 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 544,266 $ 17,555 $ 64,294 $ - $ 626,115 Revenue between consolidated entities - 18,656 9,400 6,438 (34,494 ) - Net revenue - 562,922 26,955 70,732 (34,494 ) 626,115 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 200,039 8,892 44,705 (1,026 ) 252,610 Selling, general, and administrative expenses, excluding depreciation and amortization - 142,633 877 11,351 (7,420 ) 147,441 Local service agreement fees between consolidated entities - 15,577 4,500 5,971 (26,048 ) - Amortization of broadcast rights - 22,723 1,414 1,549 - 25,686 Amortization of intangible assets - 33,146 638 4,773 - 38,557 Depreciation - 24,120 587 1,585 - 26,292 Total operating expenses - 438,238 16,908 69,934 (34,494 ) 490,586 Income from operations - 124,684 10,047 798 - 135,529 Interest expense, net - (51,760 ) (2,556 ) (1,369 ) - (55,685 ) Loss on extinguishment of debt - (1,323 ) - - - (1,323 ) Pension and other postretirement plans credit, net - 3,156 - - - 3,156 Other (expenses) income - (1,331 ) - 431 - (900 ) Equity in income of subsidiaries 39,434 - - - (39,434 ) - Income (loss) before income taxes 39,434 73,426 7,491 (140 ) (39,434 ) 80,777 Income tax (expense) - (28,850 ) (2,917 ) (555 ) - (32,322 ) Net income (loss) 39,434 44,576 4,574 (695 ) (39,434 ) 48,455 Net income attributable to noncontrolling interests - - - (4,463 ) - (4,463 ) Net income (loss) attributable to Nexstar $ 39,434 $ 44,576 $ 4,574 $ (5,158 ) $ (39,434 ) $ 43,992 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,143,737 $ 33,763 $ 98,159 $ - $ 1,275,659 Revenue between consolidated entities 13,205 42,703 17,486 35,144 (108,538 ) - Net revenue 13,205 1,186,440 51,249 133,303 (108,538 ) 1,275,659 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 439,919 20,160 95,987 (2,664 ) 553,402 Selling, general, and administrative expenses, excluding depreciation and amortization 15,181 269,272 2,328 22,251 (28,224 ) 280,808 Local service agreement fees between consolidated entities - 34,947 26,500 16,203 (77,650 ) - Amortization of broadcast rights - 29,792 821 1,400 - 32,013 Amortization of intangible assets - 59,519 1,084 12,880 - 73,483 Depreciation - 46,346 1,021 3,537 - 50,904 Reimbursement from the FCC related to station repack - (6,874 ) (187 ) - - (7,061 ) Total operating expenses 15,181 872,921 51,727 152,258 (108,538 ) 983,549 (Loss) income from operations (1,976 ) 313,519 (478 ) (18,955 ) - 292,110 Interest expense, net - (103,573 ) (5,350 ) (1,947 ) - (110,870 ) Loss on extinguishment of debt - (1,486 ) - - - (1,486 ) Pension and other postretirement plans credit, net - 5,900 - - - 5,900 Other expenses - (941 ) - 2 - (939 ) Equity in income of subsidiaries 146,203 - - - (146,203 ) - Income (loss) before income taxes 144,227 213,419 (5,828 ) (20,900 ) (146,203 ) 184,715 Income tax (expense) benefit (423 ) (54,905 ) 1,406 3,154 - (50,768 ) Net income (loss) 143,804 158,514 (4,422 ) (17,746 ) (146,203 ) 133,947 Net loss attributable to noncontrolling interests - - - 1,907 - 1,907 Net income (loss) attributable to Nexstar $ 143,804 $ 158,514 $ (4,422 ) $ (15,839 ) $ (146,203 ) $ 135,854 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,018,412 $ 35,463 $ 112,557 $ - $ 1,166,432 Revenue between consolidated entities - 32,726 18,222 4,615 (55,563 ) - Net revenue - 1,051,138 53,685 117,172 (55,563 ) 1,166,432 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 378,796 17,912 75,696 (1,065 ) 471,339 Selling, general, and administrative expenses, excluding depreciation and amortization - 309,109 1,850 23,001 (9,586 ) 324,374 Local service agreement fees between consolidated entities - 25,783 9,000 10,129 (44,912 ) - Amortization of broadcast rights - 44,184 2,812 3,157 - 50,153 Amortization of intangible assets - 74,512 1,274 10,929 - 86,715 Depreciation - 44,190 1,175 3,153 - 48,518 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 818,858 34,023 126,065 (55,563 ) 923,383 (Loss) income from operations - 232,280 19,662 (8,893 ) - 243,049 Interest expense, net - (127,340 ) (5,206 ) (2,376 ) - (134,922 ) Loss on extinguishment of debt - (30,768 ) (2,133 ) (226 ) - (33,127 ) Pension and other postretirement plans credit, net - 5,787 - - - 5,787 Other expenses - (1,007 ) - - - (1,007 ) Equity in income of subsidiaries 42,558 - - - (42,558 ) - Income (loss) before income taxes 42,558 78,952 12,323 (11,495 ) (42,558 ) 79,780 Income tax (expense) benefit - (24,989 ) (4,798 ) 3,406 - (26,381 ) Net income (loss) 42,558 53,963 7,525 (8,089 ) (42,558 ) 53,399 Net income attributable to noncontrolling interests - - - (3,358 ) - (3,358 ) Net income (loss) attributable to Nexstar $ 42,558 $ 53,963 $ 7,525 $ (11,447 ) $ (42,558 ) $ 50,041 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 320,610 $ (1,298 ) $ 4,823 $ - $ 324,135 Cash flows from investing activities: Purchases of property and equipment - (32,198 ) (512 ) (3,680 ) - (36,390 ) Deposits and payments for acquisitions - (85,867 ) - - - (85,867 ) Other investing activities - 4,256 - 5 - 4,261 Net cash used in investing activities - (113,809 ) (512 ) (3,675 ) - (117,996 ) Cash flows from financing activities: Proceeds from long-term debt - 44,000 - 51,759 - 95,759 Repayments of long-term debt - (122,120 ) (1,157 ) (53,639 ) - (176,916 ) Common stock dividends paid (34,443 ) - - - - (34,443 ) Purchase of treasury stock (50,524 ) - - - - (50,524 ) Inter-company payments 87,624 (87,624 ) - - - - Other financing activities (2,657 ) (5,555 ) - 226 - (7,986 ) Net cash used in financing activities - (171,299 ) (1,157 ) (1,654 ) - (174,110 ) Net increase (decrease) in cash, cash equivalents and restricted cash - 35,502 (2,967 ) (506 ) - 32,029 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 $ - $ 126,362 $ 6,557 $ 14,762 $ - $ 147,681 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 99,646 $ (756 ) $ 11,959 $ - $ 110,849 Cash flows from investing activities: Purchases of property and equipment - (23,525 ) (182 ) (3,984 ) - (27,691 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of a station - 481,944 - - - 481,944 Other investing activities - 14,828 - - - 14,828 Net cash used in investing activities - (2,497,147 ) (982 ) (3,984 ) - (2,502,113 ) 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 - (1,111,606 ) (225,892 ) (53,300 ) - (1,390,798 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Common stock dividends paid (28,268 ) - - - (28,268 ) Payments for debt financing costs - (47,578 ) (3,779 ) - - (51,357 ) Purchase of treasury stock (58,294 ) - - - - (58,294 ) Inter-company payments 87,291 (87,291 ) - - - - Other financing activities (729 ) (4,013 ) - (1,764 ) - (6,506 ) Net cash provided by (used in) financing activities - 1,461,667 1,169 (1,149 ) - 1,461,687 Net (decrease) increase in cash, cash equivalents and restricted cash - (935,834 ) (569 ) 6,826 - (929,577 ) 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 $ - $ 67,795 $ 5,909 $ 12,198 $ - $ 85,902 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On July 2, 2018, Nexstar prepaid $50.0 million of the outstanding principal under its term loans, funded by cash on hand. On July 15, 2018, Nexstar entered into a definitive agreement to acquire the assets of WHDF from Huntsville TV. WHDF is a full power television station in the Huntsville, Alabama market and an affiliate of CW. On August 1, 2018, Nexstar entered into a definitive agreement to acquire the assets of KRBK from KRBK LLC. KRBK is a full power television station in the Springfield, Missouri market and an affiliate of FOX. The aggregate purchase price is $19.45 million in cash, subject to adjustments for working capital. On July 15, 2018 and August 1, 2018, Nexstar completed the first closing of these acquisitions and acquired the stations’ assets excluding certain transmission equipment, FCC licenses and network affiliation agreements for $16.25 million, plus working capital adjustments, funded by cash on hand. The acquisition is subject to FCC approval and other customary conditions. The remaining purchase price of $3.2 million is expected to be funded through cash generated from operations prior to the second closing which is projected to occur in the fourth quarter of 2018. Nexstar also began providing programming and sales services to these stations pursuant to TBAs, effective July 15, 2018 for WHDF and August 1, 2018 for KRBK, which will terminate upon completion of the acquisitions. If any of these transactions cannot be completed for reasons beyond the control of Nexstar and the sellers, the related TBA will terminate upon termination of the purchase agreement. On July 26, 2018, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.375 per share of its Class A common stock. The dividend is payable on August 24, 2018 to stockholders of record on August 10, 2018. On July 27, 2018, Nexstar reallocated $5.6 million of its unused revolving loan credit facility to Marshall. On the same day, Marshall drew the full $5.6 million revolving loan facility reallocated from Nexstar and used the funds to partially repay its outstanding term loans. On August 1, 2018, Nexstar prepaid $35.0 million of the outstanding principal under its term loans, funded by cash on hand. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed 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. The following are 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 (in thousands): June 30, 2018 December 31, 2017 Current assets Spectrum asset $ - $ 26,695 Other current assets 17,304 22,038 Total current assets 17,304 48,733 Property and equipment, net 7,059 7,517 Goodwill 121,601 130,362 FCC licenses 151,808 151,808 Other intangible assets, net 78,587 81,916 Other noncurrent assets, net 1,647 6,543 Total assets $ 378,006 $ 426,879 Current Liabilities Liability to surrender spectrum asset $ - $ 27,347 Other current liabilities 13,402 24,146 Total current liabilities 13,402 51,493 Noncurrent liabilities 24,746 30,339 Total liabilities $ 38,148 $ 81,832 |
Liquidity | Liquidity Nexstar is leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’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 Nexstar’s control. |
Interim Financial Statements | Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2017. The balance sheet as of December 31, 2017 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
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 Nexstar consolidates entities in which Nexstar is deemed under U.S. GAAP to have controlling financial interests 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 certain VIEs’ senior secured credit facilities (see Note 7), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each VIE, exclusive of Marshall Broadcasting Group, Inc. (“Marshall”), which permit Nexstar to acquire the assets and assume the liabilities of each of the VIEs’ stations, subject to Federal Communications Commission (“FCC”) consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2018 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission Broadcasting, Inc. (“Mission”) WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) KNVA SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY White Knight Broadcasting (“White Knight”) WVLA, KFXK, KSHV Shield Media, LLC (“Shield”) WXXA and WLAJ Vaughan Media, LLC (“Vaughan”) WBDT, WYTV and KTKA Marshall KLJB, KPEJ and KMSS SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from its VIEs 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, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2018 December 31, 2017 Current assets: Cash and cash equivalents $ 12,495 $ 17,180 Accounts receivable, net 21,883 24,407 Spectrum asset - 26,695 Prepaid expenses and other current assets 3,645 6,762 Total current assets 38,023 75,044 Property and equipment, net 25,423 25,971 Goodwill 154,788 163,549 FCC licenses 151,808 151,808 Other intangible assets, net 93,344 97,757 Other noncurrent assets, net 5,216 9,443 Total assets $ 468,602 $ 523,572 Current liabilities: Current portion of debt $ 5,479 $ 56,565 Interest payable 985 994 Liability to surrender spectrum asset - 27,347 Other current liabilities 13,402 24,146 Total current liabilities 19,866 109,052 Debt 294,415 245,523 Other noncurrent liabilities 24,746 30,594 Total liabilities $ 339,027 $ 385,169 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 30, 2020. 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 to Cunningham 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 Nexstar’s 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. |
Revenue Recognition | Revenue Recognition As discussed in Recent Accounting Pronouncements below, the Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all related amendments. ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The Company adopted this standard effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from cable, satellite and other multichannel video programming distributors (“MVPDs”) in its markets in return for the Company’s consent to the retransmission of the signals of its television stations. Total revenue includes advertising revenue, retransmission compensation, digital revenue and other broadcast related revenues. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). The lag between billing the customers and when the payment is due is not significant. The stations’ advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast on its stations (local, national and political revenue) or delivered on the stations’ websites (digital revenue). The Company’s retransmission consent agreements with MVPDs generally have a three-year term and provides revenue based on a monthly amount the Company is entitled to receive per subscriber. Under ASC 606, these revenues are considered arising from the licensing of functional intellectual property. As such, the Company applies the exception for sales- or usage- based royalty for the accounting of variable consideration and recognizes revenue (retransmission compensation) at the point in time the broadcast signal is delivered to the MVPDs . The MVPDs report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report from the MVPDs, the Company records revenue based on estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. The impact of the lag in the number of subscribers is not significant. Revenue from the Company’s other digital businesses includes revenue from digital publishing and content management platforms, digital video advertising platform, social media advertising platform and related services. Revenue is recognized at the time advertising is delivered or upon performance of services. The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. Most of the arrangements with customers are short-term in nature. The Company trades certain advertising time for various goods and services. These transactions are short-term in nature and 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 $4.0 million and $6.9 million of trade revenue during the three and six months ended June 30, 2018 and $3.5 million and $5.7 million of trade revenue during the three and six months ended June 30, 2017. The above revenue recognition policies are consistent with the Company’s historical accounting policies prior to the adoption of ASC 606. Effective on January 1, 2018, the Company no longer recognizes barter revenue (and the related barter expense) resulting from the exchange of advertising time for certain program material. During the three months ended June 30, 2017, barter revenue (and the related barter expense) were $9.9 million. During the six months ended June 30, 2017, barter revenue (and the related barter expense) were $20.1 million. Barter expense was included in amortization of broadcast rights in the accompanying Condensed Consolidated Statement of Operations. Under the Company’s historical accounting policy prior to the adoption of ASC 606, barter revenue (and the related barter expense) would have been $10.2 $8.1 $8.4 The Company elected to utilize the practi cal expedient around costs incurred to obtain contracts for television advertising and digital advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company continued to expense sales commissions when incurred. The Company did not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage- based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. The Company’s contract liabilities, which are reflected in its Consolidated Financial Statements as accrued expenses and other liabilities, consist primarily of customer payments for products or services received before the transfer of control to the customer occurs (deferred revenue). The Company’s performance obligations related to contract liabilities of $5.4 million as of January 1, 2018 were recognized as revenue during the first quarter of 2018. The Company’s performance obligations related to contract liabilities of $5.0 million as of June 30, 2018 are expected to be recognized as revenue in the third quarter of 2018. See Note 13 for disaggregated revenue information. |
Financial Instruments | Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, broadcast rights payable and accrued expenses approximate fair value due to their short-term nature. See Note 3 for fair value disclosures of contingent consideration in connection with the acquisition of Likqid Media Inc. (“LKQD”). See Note 7 for fair value disclosures related to the Company’s debt. |
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 Condensed Consolidated Balance Sheet. As discussed under Recent Accounting Pronouncements, as of January 1, 2018 the Company adopted ASU No. 2017-07 and ASU No. 2016-15. Under |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar 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 stock 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 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Weighted average shares outstanding - basic 45,631 46,931 45,852 45,573 Dilutive effect of equity incentive plan instruments 1,516 1,264 1,562 1,242 Weighted average shares outstanding - diluted 47,147 48,195 47,414 46,815 Stock options and restricted stock units to acquire a weighted average of 27,000 shares for the three months ended June 30, 2017 and 38,000 and 289,000 during the six months ended June 30, 2018 and 2017, respectively, of Class A common stock were excluded from the computation of diluted earnings per share, because their impact would have been anti-dilutive. There were no anti-dilutive stock options or restricted stock units for the three months ended June 30, 2018. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The Company adopted this standard and all related amendments effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. Upon adoption of this standard, the cumulative adjustment to the Company’s retained earnings as of January 1, 2018 for the cumulative effect of initially applying the new standard 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. The Company has applied the change in accounting as of January 1, 2018 on a retrospective basis. This adoption impacted Nexstar’s previous financing activity classification of payments for contingent consideration in 2017 related to an acquisition. The payment was not made soon after the consummation of a business combination and includes an amount that is more than the acquisition date fair value of the contingent consideration liability. Under ASU 2016-15, this portion of the transaction should be classified as an operating activity in the Condensed Consolidated Statement of Cash Flows. The adoption also impacted Nexstar’s disclosure of payments received for the settlement of corporate-owned life insurance claims within the Condensed Consolidated Statement of Cash Flows during the six months ended June 30, 2017. The payments were previously reported as a source of cash from operating activities and are now required to be disclosed within investing activities. As such, the amounts previously reported as net cash provided by operating activities and net cash used in investing activities decreased, as indicated in the below table. 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. The Company has applied the change in accounting as of January 1, 2018 on a retrospective basis. This adoption impacted the release of a restricted escrow deposit into Nexstar’s operating cash during the six months ended June 30, 2017. In July 2016, Nexstar issued its $900.0 million 5.625% Senior Unsecured Notes (the “5.625% Notes”) at par, the gross proceeds of which were directly deposited into a restricted escrow account. Interest on these notes is payable semiannually but Nexstar was required to pre-fund interest on such notes monthly from July 2016 to December 2016, all of which was also deposited in the restricted escrow account. As of December 31, 2016, the restricted escrow account had a balance of $927.8 million. In January 2017, Nexstar completed its merger with Media General, Inc. (“Media General”). As a result, the funds previously deposited in the restricted escrow account, including the pre-funded interests, were released to Nexstar’s operating cash. On February 1, 2017, Nexstar paid the first interest due to the lenders of the 5.625% Notes of $25.9 million. During the six months ended June 30, 2017, Nexstar previously classified the effects of these transactions in its Condensed Consolidated Statement of Cash Flows as follows: (i) $21.6 million source of cash from change in prepaid expenses and other current assets, (ii) $1.1 million source of cash from change in other noncurrent assets, (iii) $5.1 million source of cash from investing activities, (iv) $900.0 million proceeds from long-term debt, and (v) no cash flow reported in 2017 for the payment of interest on the 5.625% Notes as the cash flow impact was reported in 2016, when the pre-funding was made. Under ASU 2016-18, transfers between cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents are not part of an entity’s operating, investing, and financing activities, and details of those transfers are not reported as cash flow activities in the statement of cash flows. As such, the previous classifications in the 2017 Condensed Consolidated Statement of Cash Flows related to these transactions were reversed . Additionally, the cash, cash equivalents and restricted cash at the beginning of the period in 2017 increased and the supplemental cash flow information for interest paid also increased. The following table summarizes the line items in the Condensed Consolidated Statement of Cash Flows that were impacted by the adoption of ASU 2016-15 and ASU 2016-18 along with reclassifications to conform with current year presentation (in thousands): Six Months Ended June 30, 2017 Previously Adjustments for adoption of Current Reported ASU 2016-15 ASU 2016-18 Reclassifications Presentation Cash flows from operating activities: Payments for contingent consideration in connection with an acquisition $ - $ (4,044 ) $ - $ - $ (4,044 ) Deferred gain recognition (241 ) - - 241 - Amortization of deferred representation fee incentive (594 ) - - 594 - Other non-cash credits - - - (1,325 ) (1,325 ) Prepaid expenses and other current assets 32,178 - (21,656 ) - 10,522 Accounts receivable 13,258 (253 ) - - 13,005 Other noncurrent assets (70 ) - (1,080 ) 490 (660 ) Net cash provided by operating activities 137,882 (4,297 ) (22,736 ) - 110,849 Cash flows from investing activities: Withdrawal of interest previously deposited in escrow 5,063 - (5,063 ) - - Proceeds received from corporate-owned life insurance policies - 253 - 253 Net cash used in investing activities (2,497,303 ) 253 (5,063 ) - (2,502,113 ) Cash flows from financing activities: Proceeds from long-term debt 3,981,861 - (900,000 ) - 3,081,861 Payments for contingent consideration in connection with an acquisition (5,000 ) 4,044 - - (956 ) Net cash provided by financing activities 2,357,643 4,044 (900,000 ) - 1,461,687 Net decrease in cash, cash equivalents and restricted cash (1,778 ) - (927,799 ) - (929,577 ) Cash, cash equivalents and restricted cash at beginning of period 87,680 - 927,799 - 1,015,479 Supplemental information: Interest paid $ 117,646 $ - $ 25,875 $ - $ 143,521 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 Company has applied the change in accounting as of January 1, 2018. The adoption of this ASU did not impact 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 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. The Company has applied the change in accounting as of January 1, 2018. Accordingly, net periodic benefit income, excluding service costs, of $3.2 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. The Company has applied the change in accounting as of January 1, 2018. The adoption of this ASU did not impact the Company's Consolidated Financial Statements. In February 2018, the FASB issued ASU No. 2018-02, Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 provides the option to re classify stranded tax effects related to the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) in accumulated other comprehensive income to retained earnings. The adjustment relates to the change in the U.S. corporate income tax rate. The adoption of this ASU did not impact the Company's Consolidated Financial Statements. New Accounting Standards Not Yet Adopted 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. In January 2018, the FASB issued ASU No. 2018-01 to address the accounting treatment of land easements within the context of ASU No. 2016-02. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. In July 2018, the FASB issued ASU No. 2018-10 to provide additional clarity on specific aspects of the new lease guidance. 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) (“ASU 2016-13”). 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 June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The standard aligns the accounting for share-based payment awards issued to employees and nonemployees. Changes to the accounting for nonemployee awards include: (1) equity-classified share-based payment awards issued to nonemployees will now be measured on the grant date, instead of the previous requirement to remeasure the awards through the performance completion date; (2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition; and (3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The guidance should be applied to all new awards granted after the date of adoption. In addition, the modified retrospective approach should be used on all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date by remeasurement at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption of ASC 606. The Company is currently evaluating the impact of adopting ASU 2018-07 on its consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2018 December 31, 2017 Current assets: Cash and cash equivalents $ 12,495 $ 17,180 Accounts receivable, net 21,883 24,407 Spectrum asset - 26,695 Prepaid expenses and other current assets 3,645 6,762 Total current assets 38,023 75,044 Property and equipment, net 25,423 25,971 Goodwill 154,788 163,549 FCC licenses 151,808 151,808 Other intangible assets, net 93,344 97,757 Other noncurrent assets, net 5,216 9,443 Total assets $ 468,602 $ 523,572 Current liabilities: Current portion of debt $ 5,479 $ 56,565 Interest payable 985 994 Liability to surrender spectrum asset - 27,347 Other current liabilities 13,402 24,146 Total current liabilities 19,866 109,052 Debt 294,415 245,523 Other noncurrent liabilities 24,746 30,594 Total liabilities $ 339,027 $ 385,169 |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income attributable to Nexstar 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 stock 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 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Weighted average shares outstanding - basic 45,631 46,931 45,852 45,573 Dilutive effect of equity incentive plan instruments 1,516 1,264 1,562 1,242 Weighted average shares outstanding - diluted 47,147 48,195 47,414 46,815 |
Schedule of Condensed Consolidating Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 320,610 $ (1,298 ) $ 4,823 $ - $ 324,135 Cash flows from investing activities: Purchases of property and equipment - (32,198 ) (512 ) (3,680 ) - (36,390 ) Deposits and payments for acquisitions - (85,867 ) - - - (85,867 ) Other investing activities - 4,256 - 5 - 4,261 Net cash used in investing activities - (113,809 ) (512 ) (3,675 ) - (117,996 ) Cash flows from financing activities: Proceeds from long-term debt - 44,000 - 51,759 - 95,759 Repayments of long-term debt - (122,120 ) (1,157 ) (53,639 ) - (176,916 ) Common stock dividends paid (34,443 ) - - - - (34,443 ) Purchase of treasury stock (50,524 ) - - - - (50,524 ) Inter-company payments 87,624 (87,624 ) - - - - Other financing activities (2,657 ) (5,555 ) - 226 - (7,986 ) Net cash used in financing activities - (171,299 ) (1,157 ) (1,654 ) - (174,110 ) Net increase (decrease) in cash, cash equivalents and restricted cash - 35,502 (2,967 ) (506 ) - 32,029 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 $ - $ 126,362 $ 6,557 $ 14,762 $ - $ 147,681 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 99,646 $ (756 ) $ 11,959 $ - $ 110,849 Cash flows from investing activities: Purchases of property and equipment - (23,525 ) (182 ) (3,984 ) - (27,691 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of a station - 481,944 - - - 481,944 Other investing activities - 14,828 - - - 14,828 Net cash used in investing activities - (2,497,147 ) (982 ) (3,984 ) - (2,502,113 ) 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 - (1,111,606 ) (225,892 ) (53,300 ) - (1,390,798 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Common stock dividends paid (28,268 ) - - - (28,268 ) Payments for debt financing costs - (47,578 ) (3,779 ) - - (51,357 ) Purchase of treasury stock (58,294 ) - - - - (58,294 ) Inter-company payments 87,291 (87,291 ) - - - - Other financing activities (729 ) (4,013 ) - (1,764 ) - (6,506 ) Net cash provided by (used in) financing activities - 1,461,667 1,169 (1,149 ) - 1,461,687 Net (decrease) increase in cash, cash equivalents and restricted cash - (935,834 ) (569 ) 6,826 - (929,577 ) 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 $ - $ 67,795 $ 5,909 $ 12,198 $ - $ 85,902 |
ASU 2016-15 and ASU 2016-18 [Member] | |
Schedule of Condensed Consolidating Cash Flow Statement | The following table summarizes the line items in the Condensed Consolidated Statement of Cash Flows that were impacted by the adoption of ASU 2016-15 and ASU 2016-18 along with reclassifications to conform with current year presentation (in thousands): Six Months Ended June 30, 2017 Previously Adjustments for adoption of Current Reported ASU 2016-15 ASU 2016-18 Reclassifications Presentation Cash flows from operating activities: Payments for contingent consideration in connection with an acquisition $ - $ (4,044 ) $ - $ - $ (4,044 ) Deferred gain recognition (241 ) - - 241 - Amortization of deferred representation fee incentive (594 ) - - 594 - Other non-cash credits - - - (1,325 ) (1,325 ) Prepaid expenses and other current assets 32,178 - (21,656 ) - 10,522 Accounts receivable 13,258 (253 ) - - 13,005 Other noncurrent assets (70 ) - (1,080 ) 490 (660 ) Net cash provided by operating activities 137,882 (4,297 ) (22,736 ) - 110,849 Cash flows from investing activities: Withdrawal of interest previously deposited in escrow 5,063 - (5,063 ) - - Proceeds received from corporate-owned life insurance policies - 253 - 253 Net cash used in investing activities (2,497,303 ) 253 (5,063 ) - (2,502,113 ) Cash flows from financing activities: Proceeds from long-term debt 3,981,861 - (900,000 ) - 3,081,861 Payments for contingent consideration in connection with an acquisition (5,000 ) 4,044 - - (956 ) Net cash provided by financing activities 2,357,643 4,044 (900,000 ) - 1,461,687 Net decrease in cash, cash equivalents and restricted cash (1,778 ) - (927,799 ) - (929,577 ) Cash, cash equivalents and restricted cash at beginning of period 87,680 - 927,799 - 1,015,479 Supplemental information: Interest paid $ 117,646 $ - $ 25,875 $ - $ 143,521 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The following are 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 (in thousands): June 30, 2018 December 31, 2017 Current assets Spectrum asset $ - $ 26,695 Other current assets 17,304 22,038 Total current assets 17,304 48,733 Property and equipment, net 7,059 7,517 Goodwill 121,601 130,362 FCC licenses 151,808 151,808 Other intangible assets, net 78,587 81,916 Other noncurrent assets, net 1,647 6,543 Total assets $ 378,006 $ 426,879 Current Liabilities Liability to surrender spectrum asset $ - $ 27,347 Other current liabilities 13,402 24,146 Total current liabilities 13,402 51,493 Noncurrent liabilities 24,746 30,339 Total liabilities $ 38,148 $ 81,832 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
LKQD [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | Subject to final determination, which is expected to occur within 12 months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands): Cash and cash equivalents $ 11,167 Accounts receivable 24,712 Prepaids 13 Property and equipment 210 Other intangible assets 45,320 Goodwill 42,136 Total assets acquired and consolidated 123,558 Less: Accounts payable and accrued expenses (18,816 ) Less: Taxes payable (1,065 ) Less: Deferred tax liabilities (6,645 ) Net assets acquired and consolidated $ 97,032 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2018 December 31, 2017 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 1,971,170 $ (519,228 ) $ 1,451,942 $ 1,971,170 $ (461,345 ) $ 1,509,825 Other definite-lived intangible assets 1-20 242,223 (136,888 ) 105,335 193,089 (121,288 ) 71,801 Other intangible assets $ 2,213,393 $ (656,116 ) $ 1,557,277 $ 2,164,259 $ (582,633 ) $ 1,581,626 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for the remainder of 2018, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2018 (in thousands): Remainder of 2018 $ 73,211 2019 139,335 2020 129,801 2021 119,048 2022 113,665 2023 112,464 Thereafter 869,753 $ 1,557,277 |
Goodwill and FCC Licenses | The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2017 $ 2,212,755 $ (69,909 ) $ 2,142,846 $ 1,815,048 $ (47,410 ) $ 1,767,638 Acquisitions (See Note 3) 42,136 - 42,136 - - - Balances as of June 30, 2018 $ 2,254,891 $ (69,909 ) $ 2,184,982 $ 1,815,048 $ (47,410 ) $ 1,767,638 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2018 2017 Compensation and related taxes $ 38,824 $ 44,775 Network affiliation fees 32,666 68,197 Other 54,862 46,309 $ 126,352 $ 159,281 |
Retirement and Postretirement27
Retirement and Postretirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit (Income) Cost | The following table provides the components of net periodic benefit (income) cost for the Company’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Pension Benefits OPEB Pension Benefits OPEB Interest cost $ 3,350 $ 150 $ 6,700 $ 300 Expected return on plan assets (6,450 ) - (12,900 ) - Net periodic benefit (income) cost $ (3,100 ) $ 150 $ (6,200 ) $ 300 Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Pension Benefits OPEB Pension Benefits OPEB Interest cost $ 3,913 $ 157 $ 7,174 $ 287 Expected return on plan assets (7,226 ) - (13,248 ) - Net periodic benefit (income) cost $ (3,313 ) $ 157 $ (6,074 ) $ 287 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (in thousands): June 30, December 31, 2018 2017 Term loans, net of financing costs and discount of $51,323 and $57,547, respectively $ 2,719,941 $ 2,791,875 Revolving loans - 3,000 6.125% Senior unsecured notes due 2022, net of financing costs of $1,777 and $1,992, respectively 273,223 273,008 5.875% Senior unsecured notes due 2022, plus premium of $7,153 and $8,102, respectively 407,153 408,102 5.625% Senior unsecured notes due 2024, net of financing costs of $12,671 and $13,525, respectively 887,329 886,475 4,287,646 4,362,460 Less: current portion (41,722 ) (92,808 ) $ 4,245,924 $ 4,269,652 |
Fair Value of Debt | The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands): June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 2,719,941 $ 2,761,153 $ 2,791,875 $ 2,852,199 Revolving loans (1) - - 3,000 2,985 6.125% Senior unsecured notes (2) 273,223 278,438 273,008 284,625 5.875% Senior unsecured notes (2) 407,153 406,000 408,102 415,500 5.625% Senior unsecured notes (2) 887,329 861,750 886,475 925,875 (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 the Company’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. |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2018 Broadcast Other Consolidated Net revenue $ 622,888 $ 37,435 $ 660,323 Depreciation 20,961 4,129 25,090 Amortization of intangible assets 31,876 5,305 37,181 Income (loss) from operations 207,543 (33,049 ) 174,494 Three Months Ended June 30, 2017 Broadcast Other Consolidated Net revenue $ 594,489 $ 31,626 $ 626,115 Depreciation 24,702 1,590 26,292 Amortization of intangible assets 33,274 5,283 38,557 Income (loss) from operations 167,181 (31,652 ) 135,529 Six Months Ended June 30, 2018 Broadcast Other Consolidated Net revenue $ 1,199,873 $ 75,786 $ 1,275,659 Depreciation 42,361 8,543 50,904 Amortization of intangible assets 63,929 9,554 73,483 Income (loss) from operations 360,110 (68,000 ) 292,110 Six Months Ended June 30, 2017 Broadcast Other Consolidated Net revenue $ 1,105,656 $ 60,776 $ 1,166,432 Depreciation 41,644 6,874 48,518 Amortization of intangible assets 79,207 7,508 86,715 Income (loss) from operations 354,258 (111,209 ) 243,049 As of June 30, 2018 Broadcast Other Consolidated Goodwill $ 2,122,935 $ 62,047 $ 2,184,982 Assets 6,578,321 541,173 7,119,494 As of December 31, 2017 Broadcast Other Consolidated Goodwill $ 2,122,935 $ 19,911 $ 2,142,846 Assets 6,723,685 757,962 7,481,647 |
ASC 606 [Member] | |
Summary of Disaggregation of Revenue | The following table presents the disaggregation of the Company’s revenue for the three and six months ended June 30, 2018 under ASC 606. Comparative 2017 revenues are presented in accordance with the Company’s historical accounting standard prior to the adoption of ASC 606 (in thousands): Three Months Ended June 30, 2018 Broadcast Other Consolidated Local $ 198,560 $ - $ 198,560 National 71,633 - 71,633 Political 31,636 - 31,636 Retransmission compensation 276,273 - 276,273 Digital 26,578 37,421 63,999 Other 14,191 14 14,205 Trade revenue 4,017 - 4,017 Net revenue $ 622,888 $ 37,435 $ 660,323 Three Months Ended June 30, 2017 Broadcast Other Consolidated Local $ 209,594 $ - $ 209,594 National 77,256 - 77,256 Political 5,488 - 5,488 Retransmission compensation 253,099 - 253,099 Digital 30,753 32,292 63,045 Other 4,938 (666 ) 4,272 Trade and barter revenue 13,361 - 13,361 Net revenue $ 594,489 $ 31,626 $ 626,115 Six Months Ended June 30, 2018 Broadcast Other Consolidated Local $ 391,828 $ - $ 391,828 National 138,678 - 138,678 Political 40,902 - 40,902 Retransmission compensation 552,214 - 552,214 Digital 51,046 75,757 126,803 Other 18,345 29 18,374 Trade revenue 6,860 - 6,860 Net revenue $ 1,199,873 $ 75,786 $ 1,275,659 Six Months Ended June 30, 2017 Broadcast Other Consolidated Local $ 388,070 $ - $ 388,070 National 143,238 - 143,238 Political 7,184 - 7,184 Retransmission compensation 484,994 - 484,994 Digital 47,702 60,708 108,410 Other 8,665 68 8,733 Trade and barter revenue 25,803 - 25,803 Net revenue $ 1,105,656 $ 60,776 $ 1,166,432 |
Condensed Consolidating Finan30
Condensed Consolidating Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 126,362 $ 6,557 $ 14,762 $ - $ 147,681 Accounts receivable - 435,598 12,943 75,537 - 524,078 Amounts due from consolidated entities - 74,146 84,872 - (159,018 ) - Other current assets - 39,570 1,219 4,996 (456 ) 45,329 Total current assets - 675,676 105,591 95,295 (159,474 ) 717,088 Investments in subsidiaries 857,802 108,884 - - (966,686 ) - Amounts due from consolidated entities 800,691 13,218 - - (813,909 ) - Property and equipment, net - 687,789 18,364 14,386 (75 ) 720,464 Goodwill - 1,968,147 33,187 183,648 - 2,184,982 FCC licenses - 1,615,830 43,102 108,706 - 1,767,638 Other intangible assets, net - 1,416,778 14,757 125,742 - 1,557,277 Other noncurrent assets - 166,214 3,569 15,480 (13,218 ) 172,045 Total assets $ 1,658,493 $ 6,652,536 $ 218,570 $ 543,257 $ (1,953,362 ) $ 7,119,494 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 36,243 $ 2,314 $ 3,165 $ - $ 41,722 Accounts payable - 51,359 1,783 12,986 - 66,128 Amounts due to consolidated entities - - - 159,018 (159,018 ) - Other current liabilities 213 155,618 4,776 26,569 (456 ) 186,720 Total current liabilities 213 243,220 8,873 201,738 (159,474 ) 294,570 Debt - 3,951,509 222,651 71,764 - 4,245,924 Amounts due to consolidated entities - 567,341 - 246,778 (814,119 ) - Deferred tax liabilities - 621,727 - 11,289 - 633,016 Other noncurrent liabilities - 302,898 6,773 7,077 (13,218 ) 303,530 Total liabilities 213 5,686,695 238,297 538,646 (986,811 ) 5,477,040 Total stockholders' equity (deficit) 1,658,280 965,841 (19,727 ) (4,404 ) (966,551 ) 1,633,439 Noncontrolling interests in consolidated variable interest entities - - - 9,015 - 9,015 Total liabilities and stockholders' equity (deficit) $ 1,658,493 $ 6,652,536 $ 218,570 $ 543,257 $ (1,953,362 ) $ 7,119,494 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 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 |
Schedule of Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 594,056 $ 17,606 $ 48,661 $ - $ 660,323 Revenue between consolidated entities 13,205 22,447 9,058 18,439 (63,149 ) - Net revenue 13,205 616,503 26,664 67,100 (63,149 ) 660,323 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 218,740 10,013 46,996 (1,310 ) 274,439 Selling, general, and administrative expenses, excluding depreciation and amortization 15,181 133,087 1,112 10,945 (21,422 ) 138,903 Local service agreement fees between consolidated entities - 17,971 13,250 9,196 (40,417 ) - Amortization of broadcast rights - 14,797 409 707 - 15,913 Amortization of intangible assets - 29,674 540 6,967 - 37,181 Depreciation - 22,885 504 1,701 - 25,090 Reimbursement from the FCC related to station repack - (5,510 ) (187 ) - - (5,697 ) Total operating expenses 15,181 431,644 25,641 76,512 (63,149 ) 485,829 (Loss) income from operations (1,976 ) 184,859 1,023 (9,412 ) - 174,494 Interest expense, net - (52,539 ) (2,739 ) (1,003 ) - (56,281 ) Loss on extinguishment of debt - (481 ) - - - (481 ) Pension and other postretirement plans credit, net - 2,950 - - - 2,950 Other expenses - (812 ) - - - (812 ) Equity in income of subsidiaries 94,171 - - - (94,171 ) - Income (loss) before income taxes 92,195 133,977 (1,716 ) (10,415 ) (94,171 ) 119,870 Income tax (expense) benefit (423 ) (34,455 ) 425 1,189 - (33,264 ) Net income (loss) 91,772 99,522 (1,291 ) (9,226 ) (94,171 ) 86,606 Net loss attributable to noncontrolling interests - - - 1,126 - 1,126 Net income (loss) attributable to Nexstar $ 91,772 $ 99,522 $ (1,291 ) $ (8,100 ) $ (94,171 ) $ 87,732 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 544,266 $ 17,555 $ 64,294 $ - $ 626,115 Revenue between consolidated entities - 18,656 9,400 6,438 (34,494 ) - Net revenue - 562,922 26,955 70,732 (34,494 ) 626,115 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 200,039 8,892 44,705 (1,026 ) 252,610 Selling, general, and administrative expenses, excluding depreciation and amortization - 142,633 877 11,351 (7,420 ) 147,441 Local service agreement fees between consolidated entities - 15,577 4,500 5,971 (26,048 ) - Amortization of broadcast rights - 22,723 1,414 1,549 - 25,686 Amortization of intangible assets - 33,146 638 4,773 - 38,557 Depreciation - 24,120 587 1,585 - 26,292 Total operating expenses - 438,238 16,908 69,934 (34,494 ) 490,586 Income from operations - 124,684 10,047 798 - 135,529 Interest expense, net - (51,760 ) (2,556 ) (1,369 ) - (55,685 ) Loss on extinguishment of debt - (1,323 ) - - - (1,323 ) Pension and other postretirement plans credit, net - 3,156 - - - 3,156 Other (expenses) income - (1,331 ) - 431 - (900 ) Equity in income of subsidiaries 39,434 - - - (39,434 ) - Income (loss) before income taxes 39,434 73,426 7,491 (140 ) (39,434 ) 80,777 Income tax (expense) - (28,850 ) (2,917 ) (555 ) - (32,322 ) Net income (loss) 39,434 44,576 4,574 (695 ) (39,434 ) 48,455 Net income attributable to noncontrolling interests - - - (4,463 ) - (4,463 ) Net income (loss) attributable to Nexstar $ 39,434 $ 44,576 $ 4,574 $ (5,158 ) $ (39,434 ) $ 43,992 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,143,737 $ 33,763 $ 98,159 $ - $ 1,275,659 Revenue between consolidated entities 13,205 42,703 17,486 35,144 (108,538 ) - Net revenue 13,205 1,186,440 51,249 133,303 (108,538 ) 1,275,659 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 439,919 20,160 95,987 (2,664 ) 553,402 Selling, general, and administrative expenses, excluding depreciation and amortization 15,181 269,272 2,328 22,251 (28,224 ) 280,808 Local service agreement fees between consolidated entities - 34,947 26,500 16,203 (77,650 ) - Amortization of broadcast rights - 29,792 821 1,400 - 32,013 Amortization of intangible assets - 59,519 1,084 12,880 - 73,483 Depreciation - 46,346 1,021 3,537 - 50,904 Reimbursement from the FCC related to station repack - (6,874 ) (187 ) - - (7,061 ) Total operating expenses 15,181 872,921 51,727 152,258 (108,538 ) 983,549 (Loss) income from operations (1,976 ) 313,519 (478 ) (18,955 ) - 292,110 Interest expense, net - (103,573 ) (5,350 ) (1,947 ) - (110,870 ) Loss on extinguishment of debt - (1,486 ) - - - (1,486 ) Pension and other postretirement plans credit, net - 5,900 - - - 5,900 Other expenses - (941 ) - 2 - (939 ) Equity in income of subsidiaries 146,203 - - - (146,203 ) - Income (loss) before income taxes 144,227 213,419 (5,828 ) (20,900 ) (146,203 ) 184,715 Income tax (expense) benefit (423 ) (54,905 ) 1,406 3,154 - (50,768 ) Net income (loss) 143,804 158,514 (4,422 ) (17,746 ) (146,203 ) 133,947 Net loss attributable to noncontrolling interests - - - 1,907 - 1,907 Net income (loss) attributable to Nexstar $ 143,804 $ 158,514 $ (4,422 ) $ (15,839 ) $ (146,203 ) $ 135,854 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 1,018,412 $ 35,463 $ 112,557 $ - $ 1,166,432 Revenue between consolidated entities - 32,726 18,222 4,615 (55,563 ) - Net revenue - 1,051,138 53,685 117,172 (55,563 ) 1,166,432 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 378,796 17,912 75,696 (1,065 ) 471,339 Selling, general, and administrative expenses, excluding depreciation and amortization - 309,109 1,850 23,001 (9,586 ) 324,374 Local service agreement fees between consolidated entities - 25,783 9,000 10,129 (44,912 ) - Amortization of broadcast rights - 44,184 2,812 3,157 - 50,153 Amortization of intangible assets - 74,512 1,274 10,929 - 86,715 Depreciation - 44,190 1,175 3,153 - 48,518 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 818,858 34,023 126,065 (55,563 ) 923,383 (Loss) income from operations - 232,280 19,662 (8,893 ) - 243,049 Interest expense, net - (127,340 ) (5,206 ) (2,376 ) - (134,922 ) Loss on extinguishment of debt - (30,768 ) (2,133 ) (226 ) - (33,127 ) Pension and other postretirement plans credit, net - 5,787 - - - 5,787 Other expenses - (1,007 ) - - - (1,007 ) Equity in income of subsidiaries 42,558 - - - (42,558 ) - Income (loss) before income taxes 42,558 78,952 12,323 (11,495 ) (42,558 ) 79,780 Income tax (expense) benefit - (24,989 ) (4,798 ) 3,406 - (26,381 ) Net income (loss) 42,558 53,963 7,525 (8,089 ) (42,558 ) 53,399 Net income attributable to noncontrolling interests - - - (3,358 ) - (3,358 ) Net income (loss) attributable to Nexstar $ 42,558 $ 53,963 $ 7,525 $ (11,447 ) $ (42,558 ) $ 50,041 |
Schedule of Condensed Consolidating Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 320,610 $ (1,298 ) $ 4,823 $ - $ 324,135 Cash flows from investing activities: Purchases of property and equipment - (32,198 ) (512 ) (3,680 ) - (36,390 ) Deposits and payments for acquisitions - (85,867 ) - - - (85,867 ) Other investing activities - 4,256 - 5 - 4,261 Net cash used in investing activities - (113,809 ) (512 ) (3,675 ) - (117,996 ) Cash flows from financing activities: Proceeds from long-term debt - 44,000 - 51,759 - 95,759 Repayments of long-term debt - (122,120 ) (1,157 ) (53,639 ) - (176,916 ) Common stock dividends paid (34,443 ) - - - - (34,443 ) Purchase of treasury stock (50,524 ) - - - - (50,524 ) Inter-company payments 87,624 (87,624 ) - - - - Other financing activities (2,657 ) (5,555 ) - 226 - (7,986 ) Net cash used in financing activities - (171,299 ) (1,157 ) (1,654 ) - (174,110 ) Net increase (decrease) in cash, cash equivalents and restricted cash - 35,502 (2,967 ) (506 ) - 32,029 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 $ - $ 126,362 $ 6,557 $ 14,762 $ - $ 147,681 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 99,646 $ (756 ) $ 11,959 $ - $ 110,849 Cash flows from investing activities: Purchases of property and equipment - (23,525 ) (182 ) (3,984 ) - (27,691 ) Deposits and payments for acquisitions - (2,970,394 ) (800 ) - - (2,971,194 ) Proceeds from sale of a station - 481,944 - - - 481,944 Other investing activities - 14,828 - - - 14,828 Net cash used in investing activities - (2,497,147 ) (982 ) (3,984 ) - (2,502,113 ) 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 - (1,111,606 ) (225,892 ) (53,300 ) - (1,390,798 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Common stock dividends paid (28,268 ) - - - (28,268 ) Payments for debt financing costs - (47,578 ) (3,779 ) - - (51,357 ) Purchase of treasury stock (58,294 ) - - - - (58,294 ) Inter-company payments 87,291 (87,291 ) - - - - Other financing activities (729 ) (4,013 ) - (1,764 ) - (6,506 ) Net cash provided by (used in) financing activities - 1,461,667 1,169 (1,149 ) - 1,461,687 Net (decrease) increase in cash, cash equivalents and restricted cash - (935,834 ) (569 ) 6,826 - (929,577 ) 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 $ - $ 67,795 $ 5,909 $ 12,198 $ - $ 85,902 |
Organization and Business Ope31
Organization and Business Operations (Details) | Jun. 30, 2018TelevisionStationMarket |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of full power television stations owned, operated, programmed or provided sales and other services | 169 |
Number of markets in which the Company's stations broadcast | Market | 100 |
Number of full power television stations owned or operated by independent third parties | 36 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Spectrum asset | $ 305,764 | ||
Other current assets | $ 45,329 | 71,859 | |
Total current assets | 717,088 | 1,056,218 | |
Cash and cash equivalents | 147,681 | 115,652 | |
Accounts receivable, net | 524,078 | 562,943 | |
Prepaid expenses and other current assets | 45,329 | 71,859 | |
Current liabilities: | |||
Liability to surrender spectrum asset | 314,087 | ||
Other current liabilities | 15,019 | 17,169 | |
Total current liabilities | 294,570 | 670,703 | |
Current portion of debt | 41,722 | 92,808 | |
Interest payable | 40,322 | 39,563 | |
Property and equipment, net | 720,464 | 734,138 | |
Goodwill | 2,184,982 | 2,142,846 | |
FCC licenses | 1,767,638 | 1,767,638 | |
Other intangible assets, net | 1,557,277 | 1,581,626 | |
Other noncurrent assets, net | 172,045 | 199,181 | |
Total assets | [1] | 7,119,494 | 7,481,647 |
Debt | 4,245,924 | 4,269,652 | |
Other noncurrent liabilities | 303,530 | 340,541 | |
Total liabilities | [1] | 5,477,040 | 5,900,337 |
Consolidated VIEs [Member] | |||
Current assets: | |||
Spectrum asset | 26,695 | ||
Total current assets | 38,023 | 75,044 | |
Cash and cash equivalents | 12,495 | 17,180 | |
Accounts receivable, net | 21,883 | 24,407 | |
Prepaid expenses and other current assets | 3,645 | 6,762 | |
Consolidated VIEs, Assets | 378,006 | 426,879 | |
Current liabilities: | |||
Liability to surrender spectrum asset | 27,347 | ||
Other current liabilities | 13,402 | 24,146 | |
Total current liabilities | 19,866 | 109,052 | |
Current portion of debt | 5,479 | 56,565 | |
Interest payable | 985 | 994 | |
Consolidated VIEs, Liabilities | 38,148 | 81,832 | |
Property and equipment, net | 25,423 | 25,971 | |
Goodwill | 154,788 | 163,549 | |
FCC licenses | 151,808 | 151,808 | |
Other intangible assets, net | 93,344 | 97,757 | |
Other noncurrent assets, net | 5,216 | 9,443 | |
Total assets | 468,602 | 523,572 | |
Debt | 294,415 | 245,523 | |
Other noncurrent liabilities | 24,746 | 30,594 | |
Total liabilities | 339,027 | 385,169 | |
Current assets [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Spectrum asset | 26,695 | ||
Other current assets | 17,304 | 22,038 | |
Total current assets | 17,304 | 48,733 | |
Property and equipment, net [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Consolidated VIEs, Assets | 7,059 | 7,517 | |
Goodwill [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Consolidated VIEs, Assets | 121,601 | 130,362 | |
FCC licenses [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Consolidated VIEs, Assets | 151,808 | 151,808 | |
Other intangible assets, net [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Consolidated VIEs, Assets | 78,587 | 81,916 | |
Other noncurrent assets, net [Member] | Consolidated VIEs [Member] | |||
Current assets: | |||
Consolidated VIEs, Assets | 1,647 | 6,543 | |
Current liabilities [Member] | Consolidated VIEs [Member] | |||
Current liabilities: | |||
Liability to surrender spectrum asset | 27,347 | ||
Other current liabilities | 13,402 | 24,146 | |
Total current liabilities | 13,402 | 51,493 | |
Noncurrent liabilities [Member] | Consolidated VIEs [Member] | |||
Current liabilities: | |||
Consolidated VIEs, Liabilities | $ 24,746 | $ 30,339 | |
[1] | The consolidated total assets as of June 30, 2018 and December 31, 2017 include certain assets held by consolidated variable interest entities (“VIEs”) of $378.0 million and $426.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2018 and December 31, 2017 include certain liabilities of consolidated VIEs of $38.1 million and $81.8 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Feb. 01, 2017 | Jul. 31, 2016 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Significant Accounting Policies [Line Items] | ||||||||||
Net revenue | $ 660,323,000 | $ 626,115,000 | $ 1,275,659,000 | $ 1,166,432,000 | ||||||
Performance obligations related to contract liabilities | $ 5,000,000 | $ 5,000,000 | $ 5,400,000 | |||||||
Contract liabilities recognized as revenue | $ 5,400,000 | |||||||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | 0 | 27,000 | 38,000 | 289,000 | ||||||
Change in prepaid expenses and other current assets | $ (1,504,000) | $ (10,522,000) | ||||||||
Proceeds from long-term debt | 95,759,000 | 3,081,861,000 | ||||||||
Change in other noncurrent assets | 719,000 | 660,000 | ||||||||
Scenario, Previously Reported [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Change in prepaid expenses and other current assets | (32,178,000) | |||||||||
Withdrawal of interest previously deposited in escrow | 5,063,000 | |||||||||
Proceeds from long-term debt | 3,981,861,000 | |||||||||
Change in other noncurrent assets | 70,000 | |||||||||
ASU 2017-07 [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Service cost | $ 0 | $ 0 | $ 0 | 0 | ||||||
Net periodic benefit, excluding service costs | 3,200,000 | 5,800,000 | ||||||||
Accounting Standards Update 2016-18 | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Change in prepaid expenses and other current assets | 21,656,000 | |||||||||
Withdrawal of interest previously deposited in escrow | (5,063,000) | |||||||||
Proceeds from long-term debt | (900,000,000) | |||||||||
Change in other noncurrent assets | 1,080,000 | |||||||||
Accounting Standards Update 2016-18 | Scenario, Previously Reported [Member] | Media General [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Restricted escrow account | $ 927,800,000 | |||||||||
Change in prepaid expenses and other current assets | 21,600,000 | |||||||||
Withdrawal of interest previously deposited in escrow | 5,100,000 | |||||||||
Change in other noncurrent assets | 1,100,000 | |||||||||
Accounting Standards Update 2016-18 | 5.625 % Due 2024 [Member] | Scenario, Previously Reported [Member] | Media General [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Interest payment | $ 25,900,000 | |||||||||
Proceeds from long-term debt | 900,000,000 | |||||||||
Accounting Standards Update 2016-18 | 5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Debt instrument principal amount | $ 900,000,000 | |||||||||
Debt instrument, issued price percentage | 5.625% | |||||||||
Frequency of periodic principal payments | semiannually | |||||||||
Trade Revenue [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Net revenue | 4,017,000 | 3,500,000 | $ 6,860,000 | 5,700,000 | ||||||
Trade and Barter Revenue [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Net revenue | 13,361,000 | 25,803,000 | ||||||||
Revenue | 9,900,000 | 20,100,000 | ||||||||
Expense | 9,900,000 | 20,100,000 | ||||||||
Trade and Barter Revenue [Member] | Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Revenue | 10,200,000 | 9,900,000 | 21,200,000 | 20,100,000 | ||||||
Expense | 10,200,000 | $ 9,900,000 | 21,200,000 | $ 20,100,000 | ||||||
Total current assets | 8,100,000 | 8,100,000 | $ 9,700,000 | |||||||
Total current liabilities | 8,100,000 | 8,100,000 | 9,700,000 | |||||||
Noncurrent barter assets | 8,400,000 | 8,400,000 | 12,500,000 | |||||||
Noncurrent barter liabilities | $ 8,400,000 | $ 8,400,000 | $ 12,500,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Additional Information 1 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-07-01 $ in Millions | Jun. 30, 2018USD ($) |
Significant Accounting Policies [Line Items] | |
Contract liabilities expected to be recognized as revenue | $ 5 |
Contract liabilities expected to be recognized as revenue, period | 3 months |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||
Weighted average shares outstanding - basic | 45,631 | 46,931 | 45,852 | 45,573 |
Dilutive effect of equity incentive plan instruments | 1,516 | 1,264 | 1,562 | 1,242 |
Weighted average shares outstanding - diluted | 47,147 | 48,195 | 47,414 | 46,815 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Condensed Consolidating Cash Flow Statement (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||||
Payments for contingent consideration in connection with an acquisition | $ (4,044) | |||
Other noncash credits, net | $ (1,249) | (1,325) | ||
Prepaid expenses and other current assets | 1,504 | 10,522 | ||
Accounts receivable | 56,939 | 13,005 | ||
Other noncurrent assets | (719) | (660) | ||
Net cash provided by operating activities | 324,135 | 110,849 | ||
Cash flows from investing activities: | ||||
Proceeds received from corporate-owned life insurance policies | 387 | 253 | ||
Net cash used in investing activities | (117,996) | (2,502,113) | ||
Cash flows from financing activities: | ||||
Proceeds from long-term debt | 95,759 | 3,081,861 | ||
Payments for contingent consideration in connection with an acquisition | (956) | |||
Net cash provided by financing activities | (174,110) | 1,461,687 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 32,029 | (929,577) | ||
Cash, cash equivalents and restricted cash at beginning of period | 147,681 | 85,902 | $ 115,652 | $ 1,015,479 |
Supplemental information: | ||||
Interest paid | $ 104,874 | 143,521 | ||
ASU 2016-15 [Member] | ||||
Cash flows from operating activities: | ||||
Payments for contingent consideration in connection with an acquisition | (4,044) | |||
Accounts receivable | (253) | |||
Net cash provided by operating activities | (4,297) | |||
Cash flows from investing activities: | ||||
Proceeds received from corporate-owned life insurance policies | 253 | |||
Net cash used in investing activities | 253 | |||
Cash flows from financing activities: | ||||
Payments for contingent consideration in connection with an acquisition | 4,044 | |||
Net cash provided by financing activities | 4,044 | |||
ASU 2016-18 [Member] | ||||
Cash flows from operating activities: | ||||
Prepaid expenses and other current assets | (21,656) | |||
Other noncurrent assets | (1,080) | |||
Net cash provided by operating activities | (22,736) | |||
Cash flows from investing activities: | ||||
Withdrawal of interest previously deposited in escrow | (5,063) | |||
Net cash used in investing activities | (5,063) | |||
Cash flows from financing activities: | ||||
Proceeds from long-term debt | (900,000) | |||
Net cash provided by financing activities | (900,000) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (927,799) | |||
Cash, cash equivalents and restricted cash at beginning of period | 927,799 | |||
Supplemental information: | ||||
Interest paid | 25,875 | |||
Previously Reported [Member] | ||||
Cash flows from operating activities: | ||||
Deferred gain recognition | (241) | |||
Amortization of deferred representation fee incentive | (594) | |||
Prepaid expenses and other current assets | 32,178 | |||
Accounts receivable | 13,258 | |||
Other noncurrent assets | (70) | |||
Net cash provided by operating activities | 137,882 | |||
Cash flows from investing activities: | ||||
Withdrawal of interest previously deposited in escrow | 5,063 | |||
Net cash used in investing activities | (2,497,303) | |||
Cash flows from financing activities: | ||||
Proceeds from long-term debt | 3,981,861 | |||
Payments for contingent consideration in connection with an acquisition | (5,000) | |||
Net cash provided by financing activities | 2,357,643 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (1,778) | |||
Cash, cash equivalents and restricted cash at beginning of period | $ 87,680 | |||
Supplemental information: | ||||
Interest paid | 117,646 | |||
Reclassifications [Member] | ||||
Cash flows from operating activities: | ||||
Deferred gain recognition | 241 | |||
Amortization of deferred representation fee incentive | 594 | |||
Other noncash credits, net | (1,325) | |||
Other noncurrent assets | $ 490 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Jul. 15, 2018 | Apr. 27, 2018 | Jan. 16, 2018 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||
Revenue included in condensed consolidated statements of operations | $ 660,323 | $ 626,115 | $ 1,275,659 | $ 1,166,432 | |||||||
Operating income (loss) | 174,494 | $ 135,529 | 292,110 | $ 243,049 | |||||||
LKQD [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Jan. 16, 2018 | ||||||||||
Total Consideration | $ 97,000 | ||||||||||
Cash paid in business acquisition | $ 3,000 | $ 94,000 | |||||||||
Accrued earnout payments | $ 1,200 | $ 1,200 | 1,200 | ||||||||
Acquisition related costs | 400 | ||||||||||
Decreases in estimated fair value of accounts receivable | 1,200 | ||||||||||
Goodwill, fair value adjustments | $ 1,000 | ||||||||||
Revenue included in condensed consolidated statements of operations | 15,900 | ||||||||||
Operating income (loss) | $ (1,100) | ||||||||||
LKQD [Member] | Other definite-lived intangible assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted average estimated useful life of other intangible assets | 3 years | ||||||||||
LKQD [Member] | Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Maximum Earnout payment | $ 35,000 | ||||||||||
WHDF [Member] | Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Jul. 15, 2018 | ||||||||||
KRBK [Member] | Subsequent Event [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Aug. 1, 2018 |
Acquisitions - Provisional Fair
Acquisitions - Provisional Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 16, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,184,982 | $ 2,142,846 | |
LKQD [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 11,167 | ||
Accounts receivable | 24,712 | ||
Prepaids | 13 | ||
Property and equipment | 210 | ||
Goodwill | 42,136 | ||
Total assets acquired and consolidated | 123,558 | ||
Less: Accounts payable and accrued expenses | (18,816) | ||
Less: Taxes payable | (1,065) | ||
Less: Deferred tax liabilities | (6,645) | ||
Net assets acquired and consolidated | 97,032 | ||
LKQD [Member] | Other definite-lived intangible assets [Member] | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 45,320 |
Intangible Assets and Goodwil39
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,213,393 | $ 2,164,259 |
Accumulated Amortization | (656,116) | (582,633) |
Net | $ 1,557,277 | $ 1,581,626 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 1,971,170 | $ 1,971,170 |
Accumulated Amortization | (519,228) | (461,345) |
Net | 1,451,942 | 1,509,825 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 242,223 | 193,089 |
Accumulated Amortization | (136,888) | (121,288) |
Net | $ 105,335 | $ 71,801 |
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 Goodwil40
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2018 | $ 73,211 | |
2,019 | 139,335 | |
2,020 | 129,801 | |
2,021 | 119,048 | |
2,022 | 113,665 | |
2,023 | 112,464 | |
Thereafter | 869,753 | |
Net | $ 1,557,277 | $ 1,581,626 |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill - Goodwill and FCC Licenses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 2,254,891 | $ 2,212,755 |
Goodwill, Accumulated Impairment | (69,909) | (69,909) |
Goodwill, Net | 2,184,982 | 2,142,846 |
Goodwill Acquisitions, Gross | 42,136 | |
Goodwill Acquisitions and Consolidations of VIEs, Net | 42,136 | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 1,815,048 | 1,815,048 |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) |
FCC Licenses, Net | $ 1,767,638 | $ 1,767,638 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 38,824 | $ 44,775 |
Network affiliation fees | 32,666 | 68,197 |
Other | 54,862 | 46,309 |
Accrued expenses | $ 126,352 | $ 159,281 |
Retirement and Postretirement43
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit (Income) Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 3,350 | $ 3,913 | $ 6,700 | $ 7,174 |
Expected return on plan assets | (6,450) | (7,226) | (12,900) | (13,248) |
Net periodic benefit (income) cost | (3,100) | (3,313) | (6,200) | (6,074) |
OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 150 | 157 | 300 | 287 |
Net periodic benefit (income) cost | $ 150 | $ 157 | $ 300 | $ 287 |
Retirement and Postretirement44
Retirement and Postretirement Plans - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Contributions to qualified retirement plan by Company | $ 0 |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, expected contributions | $ 6,000,000 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Long term Debt [Abstract] | ||
Debt | $ 4,287,646 | $ 4,362,460 |
Less: current portion | (41,722) | (92,808) |
Debt, noncurrent | 4,245,924 | 4,269,652 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 2,719,941 | 2,791,875 |
Revolving loans [Member] | ||
Long term Debt [Abstract] | ||
Debt | 3,000 | |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 273,223 | 273,008 |
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt | 407,153 | 408,102 |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Debt | $ 887,329 | $ 886,475 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
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 | $ 51,323 | $ 57,547 |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 1,777 | $ 1,992 |
Interest rate | 6.125% | 6.125% |
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 7,153 | $ 8,102 |
Interest rate | 5.875% | 5.875% |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Debt financing costs and discount | $ 12,671 | $ 13,525 |
Interest rate | 5.625% | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Aug. 01, 2018 | Jul. 27, 2018 | Jul. 02, 2018 | Jan. 16, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 28, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 176,916,000 | $ 1,390,798,000 | |||||||||
Debt | $ 4,287,646,000 | $ 4,287,646,000 | 4,287,646,000 | $ 4,362,460,000 | |||||||
Current portion of debt | 41,722,000 | 41,722,000 | 41,722,000 | 92,808,000 | |||||||
Loss on extinguishment of debt | 481,000 | $ 1,323,000 | 1,486,000 | $ 33,127,000 | |||||||
Revolving loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt | 3,000,000 | ||||||||||
Available borrowing capacity | 172,000,000 | 172,000,000 | $ 172,000,000 | ||||||||
Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum consolidated first lien net leverage ratio | 4.50 to 1.00 | ||||||||||
Term Loans [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 35,000,000 | $ 50,000,000 | |||||||||
Term Loans [Member] | Notes Payable to Banks [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt | 2,719,941,000 | 2,719,941,000 | $ 2,719,941,000 | $ 2,791,875,000 | |||||||
Term Loans [Member] | Nexstar [Member] | Notes Payable to Banks [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 21,200,000 | ||||||||||
Term Loans [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 48,800,000 | ||||||||||
Extended maturity date | Dec. 1, 2019 | ||||||||||
Debt | 51,700,000 | 51,700,000 | $ 51,700,000 | ||||||||
Current portion of debt | 1,900,000 | 1,900,000 | 1,900,000 | ||||||||
New Term Loan [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 51,800,000 | ||||||||||
Term Loans B [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | 20,000,000 | 60,000,000 | |||||||||
Loss on extinguishment of debt | $ 500,000 | $ 1,500,000 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 44,000,000 | ||||||||||
Revolving Credit Facility [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||||||
Revolving Credit Facility [Member] | Marshall Broadcasting Group Inc [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of debt | $ 5,600,000 | ||||||||||
Available borrowing capacity | $ 5,600,000 | ||||||||||
LKQD [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing from revolving credit facility | $ 44,000,000 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
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] | $ 2,719,941 | $ 2,791,875 |
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] | 2,761,153 | 2,852,199 |
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 | |
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 | |
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] | 273,223 | 273,008 |
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] | 278,438 | 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] | 407,153 | 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] | 406,000 | 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] | 887,329 | 886,475 |
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] | $ 861,750 | $ 925,875 |
[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 the Company’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. |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Apr. 26, 2018 | |
Class Of Stock [Line Items] | |||
Purchase of treasury stock | $ 50,524 | ||
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Authorization of share repurchase | $ 200,000 | ||
Authorization of share repurchase, remaining amount available | $ 201,900 | $ 201,900 | $ 218,600 |
Purchase of treasury stock, shares | 250,000 | 751,920 | |
Purchase of treasury stock | $ 16,700 | $ 50,500 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans - Additional Information (Details) - Restricted stock units [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted stock award to employees and non-employee directors granted | 224,000 | 651,500 |
Estimated fair value of RSU | $ 13.6 | $ 42.2 |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based payment award vesting period | 4 years | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based payment award vesting period | 3 years |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 33,264 | $ 32,322 | $ 50,768 | $ 26,381 |
Effective income tax rates | 27.80% | 40.00% | 27.50% | 33.10% |
Income tax rate | 21.00% | 35.00% | ||
Effective income tax rate, Tax Act | 14.00% | |||
Income tax expense resulting on permanent differences | $ 1,500 | $ 1,000 | ||
Decrease to effective tax rate due to permanent differences | 2.30% | 2.30% | ||
Decrease resulting on nontaxable earnings | $ 1,300 | $ 1,400 | ||
Increase to effective tax rate due to nontaxable earnings | 1.60% | 1.60% | ||
Income tax benefits resulting on uncertain tax position | $ 1,600 | $ 1,600 | ||
Increase to effective tax rate | 2.00% | 2.00% | ||
Income tax expense related to blended state tax rate | $ 1,500 | |||
Decrease to effective tax rate related to blended state tax rate | 1.90% | |||
(Decrease) in Income tax expense related to nondeductible expenses | 1,700 | |||
Decrease to effective tax rate related to nondeductible expenses | 2.10% | |||
Income tax benefit related to divested stations | 7,700 | |||
Increase to effective tax rate related to divested stations | 9.60% | |||
Excess tax benefit on stock-based compensation | $ 300 | |||
Increase to effective tax rate relates to excess tax benefits for stock-based compensation | 0.90% |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Mar. 07, 2018USD ($) | Apr. 13, 2017TelevisionStation | Nov. 30, 2017TelevisionStation | Jun. 30, 2018USD ($)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 to move to very high frequency channels | 2 | |||
Number of stations went off the air | 1 | |||
Number of remaining stations owned before ceased | 10 | |||
Number of ceased broadcasting channels | 8 | |||
Asset and (liability) surrender value | $ | $ 314,100,000 | |||
Maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | 2,750,000,000 | |||
Amount of reimbursement for repack cost allocated to television broadcaster relocation fund | $ | $ 1,000,000,000 | |||
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | $ 1,950,000,000 | |||
Consolidated VIEs [Member] | ||||
FCC Regulatory Matters [Line Items] | ||||
Number of full power stations repacked | 17 | |||
Nexstar [Member] | ||||
FCC Regulatory Matters [Line Items] | ||||
Number of stations owned | 10 | |||
Number of stations owned | 1 | |||
Number of full power television stations owned | 169 | |||
Number of full power stations repacked | 61 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 28, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Current portion of debt | $ 41,722 | $ 92,808 | |
Long-term debt | 4,287,646 | $ 4,362,460 | |
Nexstar [Member] | Financial Guarantee of Mission Debt [Member] | |||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Maximum commitment under senior secured credit facility | 228,000 | ||
Commitment under senior secured credit facility at carrying value | 225,000 | ||
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 | 51,700 | ||
Extended maturity date | Dec. 1, 2019 | ||
Current portion of debt | 1,900 | ||
Long-term debt | 49,800 | ||
Nexstar [Member] | Financial Guarantee Shield Debt [Member] | |||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||
Commitment under senior secured credit facility at carrying value | $ 23,200 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 660,323 | $ 626,115 | $ 1,275,659 | $ 1,166,432 | ||
Depreciation | 25,090 | 26,292 | 50,904 | 48,518 | ||
Amortization of intangible assets | 37,181 | 38,557 | 73,483 | 86,715 | ||
Income (loss) from operations | 174,494 | 135,529 | 292,110 | 243,049 | ||
Goodwill | 2,184,982 | 2,184,982 | $ 2,142,846 | |||
Assets | [1] | 7,119,494 | 7,119,494 | 7,481,647 | ||
Broadcast [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 622,888 | 594,489 | 1,199,873 | 1,105,656 | ||
Depreciation | 20,961 | 24,702 | 42,361 | 41,644 | ||
Amortization of intangible assets | 31,876 | 33,274 | 63,929 | 79,207 | ||
Income (loss) from operations | 207,543 | 167,181 | 360,110 | 354,258 | ||
Goodwill | 2,122,935 | 2,122,935 | 2,122,935 | |||
Assets | 6,578,321 | 6,578,321 | 6,723,685 | |||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 37,435 | 31,626 | 75,786 | 60,776 | ||
Depreciation | 4,129 | 1,590 | 8,543 | 6,874 | ||
Amortization of intangible assets | 5,305 | 5,283 | 9,554 | 7,508 | ||
Income (loss) from operations | (33,049) | $ (31,652) | (68,000) | $ (111,209) | ||
Goodwill | 62,047 | 62,047 | 19,911 | |||
Assets | $ 541,173 | $ 541,173 | $ 757,962 | |||
[1] | The consolidated total assets as of June 30, 2018 and December 31, 2017 include certain assets held by consolidated variable interest entities (“VIEs”) of $378.0 million and $426.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2018 and December 31, 2017 include certain liabilities of consolidated VIEs of $38.1 million and $81.8 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 660,323 | $ 626,115 | $ 1,275,659 | $ 1,166,432 |
Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 622,888 | 594,489 | 1,199,873 | 1,105,656 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 37,435 | 31,626 | 75,786 | 60,776 |
Local [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 198,560 | 209,594 | 391,828 | 388,070 |
Local [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 198,560 | 209,594 | 391,828 | 388,070 |
National [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 71,633 | 77,256 | 138,678 | 143,238 |
National [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 71,633 | 77,256 | 138,678 | 143,238 |
Political [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 31,636 | 5,488 | 40,902 | 7,184 |
Political [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 31,636 | 5,488 | 40,902 | 7,184 |
Retransmission Compensation {Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 276,273 | 253,099 | 552,214 | 484,994 |
Retransmission Compensation {Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 276,273 | 253,099 | 552,214 | 484,994 |
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 63,999 | 63,045 | 126,803 | 108,410 |
Digital [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 26,578 | 30,753 | 51,046 | 47,702 |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 37,421 | 32,292 | 75,757 | 60,708 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 14,205 | 4,272 | 18,374 | 8,733 |
Other [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 14,191 | 4,938 | 18,345 | 8,665 |
Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 14 | (666) | 29 | 68 |
Trade Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 4,017 | 3,500 | 6,860 | 5,700 |
Trade Revenue [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 4,017 | $ 6,860 | ||
Trade and Barter Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 13,361 | 25,803 | ||
Trade and Barter Revenue [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 13,361 | $ 25,803 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) - Trade and Barter Revenue [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Barter revenue | $ 9.9 | $ 20.1 |
Barter expense | $ 9.9 | $ 20.1 |
Condensed Consolidating Finan57
Condensed Consolidating Financial Information - Additional Information (Details) | Jun. 30, 2018 |
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 Finan58
Condensed Consolidating Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | $ 147,681 | $ 115,652 | |
Accounts receivable, net | 524,078 | 562,943 | |
Spectrum asset | 305,764 | ||
Other current assets | 45,329 | 71,859 | |
Total current assets | 717,088 | 1,056,218 | |
Property and equipment, net | 720,464 | 734,138 | |
Goodwill | 2,184,982 | 2,142,846 | |
FCC licenses | 1,767,638 | 1,767,638 | |
Other intangible assets, net | 1,557,277 | 1,581,626 | |
Other noncurrent assets | 172,045 | 199,181 | |
Total assets | [1] | 7,119,494 | 7,481,647 |
Current liabilities: | |||
Current portion of debt | 41,722 | 92,808 | |
Accounts payable | 66,128 | 31,136 | |
Liability to surrender spectrum asset | 314,087 | ||
Other current liabilities | 186,720 | 232,672 | |
Total current liabilities | 294,570 | 670,703 | |
Debt | 4,245,924 | 4,269,652 | |
Deferred tax liabilities | 633,016 | 619,441 | |
Other noncurrent liabilities | 303,530 | 340,541 | |
Total liabilities | [1] | 5,477,040 | 5,900,337 |
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 1,633,439 | 1,570,614 | |
Noncontrolling interests in consolidated variable interest entities | 9,015 | 10,696 | |
Total liabilities and stockholders' equity | 7,119,494 | 7,481,647 | |
Eliminations [Member] | |||
Current assets: | |||
Amounts due from consolidated entities | (159,018) | (148,340) | |
Other current assets | (456) | ||
Total current assets | (159,474) | (148,340) | |
Investments in subsidiaries | (966,686) | (726,651) | |
Amounts due from consolidated entities | (813,909) | (970,207) | |
Property and equipment, net | (75) | (75) | |
Other noncurrent assets | (13,218) | ||
Total assets | (1,953,362) | (1,845,273) | |
Current liabilities: | |||
Amounts due to consolidated entities | (159,018) | (148,340) | |
Other current liabilities | (456) | ||
Total current liabilities | (159,474) | (148,340) | |
Amounts due to consolidated entities | (814,119) | (970,418) | |
Other noncurrent liabilities | (13,218) | ||
Total liabilities | (986,811) | (1,118,758) | |
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (966,551) | (726,515) | |
Total liabilities and stockholders' equity | (1,953,362) | (1,845,273) | |
Nexstar [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Investments in subsidiaries | 857,802 | 617,297 | |
Amounts due from consolidated entities | 800,691 | 970,207 | |
Total assets | 1,658,493 | 1,587,504 | |
Current liabilities: | |||
Other current liabilities | 213 | ||
Total current liabilities | 213 | ||
Total liabilities | 213 | ||
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 1,658,280 | 1,587,504 | |
Total liabilities and stockholders' equity | 1,658,493 | 1,587,504 | |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 126,362 | 90,860 | |
Accounts receivable, net | 435,598 | 484,096 | |
Amounts due from consolidated entities | 74,146 | 55,417 | |
Spectrum asset | 279,069 | ||
Other current assets | 39,570 | 64,256 | |
Total current assets | 675,676 | 973,698 | |
Investments in subsidiaries | 108,884 | 109,354 | |
Amounts due from consolidated entities | 13,218 | ||
Property and equipment, net | 687,789 | 697,898 | |
Goodwill | 1,968,147 | 1,959,386 | |
FCC licenses | 1,615,830 | 1,615,830 | |
Other intangible assets, net | 1,416,778 | 1,476,297 | |
Other noncurrent assets | 166,214 | 189,303 | |
Total assets | 6,652,536 | 7,021,766 | |
Current liabilities: | |||
Current portion of debt | 36,243 | 36,243 | |
Accounts payable | 51,359 | 24,293 | |
Liability to surrender spectrum asset | 286,740 | ||
Other current liabilities | 155,618 | 192,827 | |
Total current liabilities | 243,220 | 540,103 | |
Debt | 3,951,509 | 4,024,129 | |
Amounts due to consolidated entities | 567,341 | 714,408 | |
Deferred tax liabilities | 621,727 | 613,227 | |
Other noncurrent liabilities | 302,898 | 322,572 | |
Total liabilities | 5,686,695 | 6,214,439 | |
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | 965,841 | 807,327 | |
Total liabilities and stockholders' equity | 6,652,536 | 7,021,766 | |
Mission [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 6,557 | 9,524 | |
Accounts receivable, net | 12,943 | 14,717 | |
Amounts due from consolidated entities | 84,872 | 92,923 | |
Other current assets | 1,219 | 2,070 | |
Total current assets | 105,591 | 119,234 | |
Property and equipment, net | 18,364 | 18,454 | |
Goodwill | 33,187 | 33,187 | |
FCC licenses | 43,102 | 43,102 | |
Other intangible assets, net | 14,757 | 15,841 | |
Other noncurrent assets | 3,569 | 2,645 | |
Total assets | 218,570 | 232,463 | |
Current liabilities: | |||
Current portion of debt | 2,314 | 2,314 | |
Accounts payable | 1,783 | 1,090 | |
Other current liabilities | 4,776 | 13,310 | |
Total current liabilities | 8,873 | 16,714 | |
Debt | 222,651 | 223,428 | |
Other noncurrent liabilities | 6,773 | 7,626 | |
Total liabilities | 238,297 | 247,768 | |
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (19,727) | (15,305) | |
Total liabilities and stockholders' equity | 218,570 | 232,463 | |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 14,762 | 15,268 | |
Accounts receivable, net | 75,537 | 64,130 | |
Spectrum asset | 26,695 | ||
Other current assets | 4,996 | 5,533 | |
Total current assets | 95,295 | 111,626 | |
Property and equipment, net | 14,386 | 17,861 | |
Goodwill | 183,648 | 150,273 | |
FCC licenses | 108,706 | 108,706 | |
Other intangible assets, net | 125,742 | 89,488 | |
Other noncurrent assets | 15,480 | 7,233 | |
Total assets | 543,257 | 485,187 | |
Current liabilities: | |||
Current portion of debt | 3,165 | 54,251 | |
Accounts payable | 12,986 | 5,753 | |
Liability to surrender spectrum asset | 27,347 | ||
Amounts due to consolidated entities | 159,018 | 148,340 | |
Other current liabilities | 26,569 | 26,535 | |
Total current liabilities | 201,738 | 262,226 | |
Debt | 71,764 | 22,095 | |
Amounts due to consolidated entities | 246,778 | 256,010 | |
Deferred tax liabilities | 11,289 | 6,214 | |
Other noncurrent liabilities | 7,077 | 10,343 | |
Total liabilities | 538,646 | 556,888 | |
Total Nexstar Media Group, Inc. stockholders' equity (deficit) | (4,404) | (82,397) | |
Noncontrolling interests in consolidated variable interest entities | 9,015 | 10,696 | |
Total liabilities and stockholders' equity | $ 543,257 | $ 485,187 | |
[1] | The consolidated total assets as of June 30, 2018 and December 31, 2017 include certain assets held by consolidated variable interest entities (“VIEs”) of $378.0 million and $426.9 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2018 and December 31, 2017 include certain liabilities of consolidated VIEs of $38.1 million and $81.8 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Condensed Consolidating Finan59
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | $ 660,323 | $ 626,115 | $ 1,275,659 | $ 1,166,432 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 274,439 | 252,610 | 553,402 | 471,339 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 138,903 | 147,441 | 280,808 | 324,374 |
Amortization of broadcast rights | 15,913 | 25,686 | 32,013 | 50,153 |
Amortization of intangible assets | 37,181 | 38,557 | 73,483 | 86,715 |
Depreciation | 25,090 | 26,292 | 50,904 | 48,518 |
Gain on disposal of stations, net | 57,716 | |||
Reimbursement from the FCC related to station repack | (5,697) | (7,061) | ||
Total operating expenses | 485,829 | 490,586 | 983,549 | 923,383 |
Gain on disposal of stations, net | (57,716) | |||
Income from operations | 174,494 | 135,529 | 292,110 | 243,049 |
Interest expense, net | (56,281) | (55,685) | (110,870) | (134,922) |
Loss on extinguishment of debt | (481) | (1,323) | (1,486) | (33,127) |
Pension and other postretirement plans credit, net | 2,950 | 3,156 | 5,900 | 5,787 |
Other (expenses) income | (812) | (900) | (939) | (1,007) |
Income (loss) before income taxes | 119,870 | 80,777 | 184,715 | 79,780 |
Income tax (expense) benefit | (33,264) | (32,322) | (50,768) | (26,381) |
Net income (loss) | 86,606 | 48,455 | 133,947 | 53,399 |
Net loss (income) attributable to noncontrolling interests | 1,126 | (4,463) | 1,907 | (3,358) |
Net income attributable to Nexstar Media Group, Inc. | 87,732 | 43,992 | 135,854 | 50,041 |
Eliminations [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | (63,149) | (34,494) | (108,538) | (55,563) |
Revenue between consolidated entities | (63,149) | (34,494) | (108,538) | (55,563) |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | (1,310) | (1,026) | (2,664) | (1,065) |
Selling, general, and administrative expenses, excluding depreciation and amortization | (21,422) | (7,420) | (28,224) | (9,586) |
Local service agreement fees between consolidated entities | (40,417) | (26,048) | (77,650) | (44,912) |
Total operating expenses | (63,149) | (34,494) | (108,538) | (55,563) |
Equity in income of subsidiaries | (94,171) | (39,434) | (146,203) | (42,558) |
Income (loss) before income taxes | (94,171) | (39,434) | (146,203) | (42,558) |
Net income (loss) | (94,171) | (39,434) | (146,203) | (42,558) |
Net income attributable to Nexstar Media Group, Inc. | (94,171) | (39,434) | (146,203) | (42,558) |
Net Broadcast Revenue (Including Trade) [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 660,323 | 626,115 | 1,275,659 | 1,166,432 |
Nexstar [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 13,205 | 13,205 | ||
Revenue between consolidated entities | 13,205 | 13,205 | ||
Operating expenses (income): | ||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 15,181 | 15,181 | ||
Total operating expenses | 15,181 | 15,181 | ||
Income from operations | (1,976) | (1,976) | ||
Equity in income of subsidiaries | 94,171 | 39,434 | 146,203 | 42,558 |
Income (loss) before income taxes | 92,195 | 39,434 | 144,227 | 42,558 |
Income tax (expense) benefit | (423) | (423) | ||
Net income (loss) | 91,772 | 39,434 | 143,804 | 42,558 |
Net income attributable to Nexstar Media Group, Inc. | 91,772 | 39,434 | 143,804 | 42,558 |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 616,503 | 562,922 | 1,186,440 | 1,051,138 |
Revenue between consolidated entities | 22,447 | 18,656 | 42,703 | 32,726 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 218,740 | 200,039 | 439,919 | 378,796 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 133,087 | 142,633 | 269,272 | 309,109 |
Local service agreement fees between consolidated entities | 17,971 | 15,577 | 34,947 | 25,783 |
Amortization of broadcast rights | 14,797 | 22,723 | 29,792 | 44,184 |
Amortization of intangible assets | 29,674 | 33,146 | 59,519 | 74,512 |
Depreciation | 22,885 | 24,120 | 46,346 | 44,190 |
Gain on disposal of stations, net | 57,716 | |||
Reimbursement from the FCC related to station repack | (5,510) | (6,874) | ||
Total operating expenses | 431,644 | 438,238 | 872,921 | 818,858 |
Gain on disposal of stations, net | (57,716) | |||
Income from operations | 184,859 | 124,684 | 313,519 | 232,280 |
Interest expense, net | (52,539) | (51,760) | (103,573) | (127,340) |
Loss on extinguishment of debt | (481) | (1,323) | (1,486) | (30,768) |
Pension and other postretirement plans credit, net | 2,950 | 3,156 | 5,900 | 5,787 |
Other (expenses) income | (812) | (1,331) | (941) | (1,007) |
Income (loss) before income taxes | 133,977 | 73,426 | 213,419 | 78,952 |
Income tax (expense) benefit | (34,455) | (28,850) | (54,905) | (24,989) |
Net income (loss) | 99,522 | 44,576 | 158,514 | 53,963 |
Net income attributable to Nexstar Media Group, Inc. | 99,522 | 44,576 | 158,514 | 53,963 |
Nexstar Broadcasting [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 594,056 | 544,266 | 1,143,737 | 1,018,412 |
Mission [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 26,664 | 26,955 | 51,249 | 53,685 |
Revenue between consolidated entities | 9,058 | 9,400 | 17,486 | 18,222 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 10,013 | 8,892 | 20,160 | 17,912 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 1,112 | 877 | 2,328 | 1,850 |
Local service agreement fees between consolidated entities | 13,250 | 4,500 | 26,500 | 9,000 |
Amortization of broadcast rights | 409 | 1,414 | 821 | 2,812 |
Amortization of intangible assets | 540 | 638 | 1,084 | 1,274 |
Depreciation | 504 | 587 | 1,021 | 1,175 |
Reimbursement from the FCC related to station repack | (187) | (187) | ||
Total operating expenses | 25,641 | 16,908 | 51,727 | 34,023 |
Income from operations | 1,023 | 10,047 | (478) | 19,662 |
Interest expense, net | (2,739) | (2,556) | (5,350) | (5,206) |
Loss on extinguishment of debt | (2,133) | |||
Income (loss) before income taxes | (1,716) | 7,491 | (5,828) | 12,323 |
Income tax (expense) benefit | 425 | (2,917) | 1,406 | (4,798) |
Net income (loss) | (1,291) | 4,574 | (4,422) | 7,525 |
Net income attributable to Nexstar Media Group, Inc. | (1,291) | 4,574 | (4,422) | 7,525 |
Mission [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 17,606 | 17,555 | 33,763 | 35,463 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | 67,100 | 70,732 | 133,303 | 117,172 |
Revenue between consolidated entities | 18,439 | 6,438 | 35,144 | 4,615 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 46,996 | 44,705 | 95,987 | 75,696 |
Selling, general, and administrative expenses, excluding depreciation and amortization | 10,945 | 11,351 | 22,251 | 23,001 |
Local service agreement fees between consolidated entities | 9,196 | 5,971 | 16,203 | 10,129 |
Amortization of broadcast rights | 707 | 1,549 | 1,400 | 3,157 |
Amortization of intangible assets | 6,967 | 4,773 | 12,880 | 10,929 |
Depreciation | 1,701 | 1,585 | 3,537 | 3,153 |
Total operating expenses | 76,512 | 69,934 | 152,258 | 126,065 |
Income from operations | (9,412) | 798 | (18,955) | (8,893) |
Interest expense, net | (1,003) | (1,369) | (1,947) | (2,376) |
Loss on extinguishment of debt | (226) | |||
Other (expenses) income | 431 | 2 | ||
Income (loss) before income taxes | (10,415) | (140) | (20,900) | (11,495) |
Income tax (expense) benefit | 1,189 | (555) | 3,154 | 3,406 |
Net income (loss) | (9,226) | (695) | (17,746) | (8,089) |
Net loss (income) attributable to noncontrolling interests | 1,126 | (4,463) | 1,907 | (3,358) |
Net income attributable to Nexstar Media Group, Inc. | (8,100) | (5,158) | (15,839) | (11,447) |
Non-Guarantors [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | $ 48,661 | $ 64,294 | $ 98,159 | $ 112,557 |
Condensed Consolidating Finan60
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | $ 324,135 | $ 110,849 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (36,390) | (27,691) |
Deposits and payments for acquisitions | (85,867) | (2,971,194) |
Proceeds from sale of stations | 481,944 | |
Other investing activities | 4,261 | 14,828 |
Net cash used in investing activities | (117,996) | (2,502,113) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 95,759 | 3,081,861 |
Repayments of long-term debt | (176,916) | (1,390,798) |
Premium paid on debt extinguishment | (18,050) | |
Purchase of noncontrolling interests | (66,901) | |
Common stock dividends paid | (34,443) | (28,268) |
Purchase of treasury stock | (50,524) | (58,294) |
Payments for debt financing costs | (51,357) | |
Other financing activities | (7,986) | (6,506) |
Net cash (used in) provided by financing activities | (174,110) | 1,461,687 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 32,029 | (929,577) |
Cash, cash equivalents and restricted cash at beginning of period | 115,652 | 1,015,479 |
Cash, cash equivalents and restricted cash at end of period | 147,681 | 85,902 |
Nexstar [Member] | Reportable Legal Entities [Member] | ||
Cash flows from financing activities: | ||
Common stock dividends paid | (34,443) | (28,268) |
Purchase of treasury stock | (50,524) | (58,294) |
Inter-company payments | 87,624 | 87,291 |
Other financing activities | (2,657) | (729) |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | 320,610 | 99,646 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (32,198) | (23,525) |
Deposits and payments for acquisitions | (85,867) | (2,970,394) |
Proceeds from sale of stations | 481,944 | |
Other investing activities | 4,256 | 14,828 |
Net cash used in investing activities | (113,809) | (2,497,147) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 44,000 | 2,797,106 |
Repayments of long-term debt | (122,120) | (1,111,606) |
Premium paid on debt extinguishment | (18,050) | |
Purchase of noncontrolling interests | (66,901) | |
Payments for debt financing costs | (47,578) | |
Inter-company payments | (87,624) | (87,291) |
Other financing activities | (5,555) | (4,013) |
Net cash (used in) provided by financing activities | (171,299) | 1,461,667 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 35,502 | (935,834) |
Cash, cash equivalents and restricted cash at beginning of period | 90,860 | 1,003,629 |
Cash, cash equivalents and restricted cash at end of period | 126,362 | 67,795 |
Mission [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | (1,298) | (756) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (512) | (182) |
Deposits and payments for acquisitions | (800) | |
Net cash used in investing activities | (512) | (982) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 230,840 | |
Repayments of long-term debt | (1,157) | (225,892) |
Payments for debt financing costs | (3,779) | |
Net cash (used in) provided by financing activities | (1,157) | 1,169 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (2,967) | (569) |
Cash, cash equivalents and restricted cash at beginning of period | 9,524 | 6,478 |
Cash, cash equivalents and restricted cash at end of period | 6,557 | 5,909 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash flows from operating activities | 4,823 | 11,959 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,680) | (3,984) |
Other investing activities | 5 | |
Net cash used in investing activities | (3,675) | (3,984) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 51,759 | 53,915 |
Repayments of long-term debt | (53,639) | (53,300) |
Other financing activities | 226 | (1,764) |
Net cash (used in) provided by financing activities | (1,654) | (1,149) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (506) | 6,826 |
Cash, cash equivalents and restricted cash at beginning of period | 15,268 | 5,372 |
Cash, cash equivalents and restricted cash at end of period | $ 14,762 | $ 12,198 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2018 | Jul. 27, 2018 | Jul. 26, 2018 | Jul. 15, 2018 | Jul. 02, 2018 | Aug. 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 176,916 | $ 1,390,798 | |||||||||
Dividends declared per common share | $ 0.375 | $ 0.30 | $ 0.75 | $ 0.60 | |||||||
Revolving Loan Credit Facility [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 44,000 | ||||||||||
Subsequent Event [Member] | Revolving Loan Credit Facility [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 5,600 | ||||||||||
Available borrowing capacity | $ 5,600 | ||||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Dividends declared per common share | $ 0.375 | ||||||||||
Dividends, date declared | Jul. 26, 2018 | ||||||||||
Dividends, date payable | Aug. 24, 2018 | ||||||||||
Dividends, date of record | Aug. 10, 2018 | ||||||||||
Subsequent Event [Member] | WHDF [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Acquisition date | Jul. 15, 2018 | ||||||||||
Subsequent Event [Member] | KRBK [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Acquisition date | Aug. 1, 2018 | ||||||||||
Subsequent Event [Member] | WHDF and KRBK [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total Consideration | $ 19,450 | ||||||||||
Cash paid in business acquisitions | 16,250 | ||||||||||
Business acquisition, remaining purchase price | $ 3,200 | ||||||||||
Subsequent Event [Member] | Term Loans [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 35,000 | $ 50,000 |