Condensed Consolidating Financial Information | 15. Condensed Consolidating Financial Information The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Company, including its wholly-owned subsidiaries and its consolidated VIEs. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The Nexstar column presents the parent company’s financial information, excluding consolidating entities. The Nexstar Broadcasting column presents the financial information of Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes, the 6.125% Notes and the 5.875% Notes. The Mission column presents the financial information of Mission, an entity which Nexstar Broadcasting is required to consolidate as a VIE (See Note 2). The Non-Guarantors column presents the combined financial information of Nexstar Digital and other VIEs consolidated by Nexstar Broadcasting (See Note 2). 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. Nexstar Broadcasting’s outstanding 5.625% Notes and 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities. The 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 for the year ended December 31, 2017 and the Condensed Consolidating Statement of Cash Flows for the years ended December 31, 2017 and 2016. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 105,665 $ 10,798 $ 28,652 $ - $ 145,115 Accounts receivable - 466,270 12,857 68,158 - 547,285 Amounts due from consolidated entities - 88,987 77,521 - (166,508 ) - Spectrum asset - 52,002 - - - 52,002 Other current assets - 17,420 1,655 3,598 - 22,673 Total current assets - 730,344 102,831 100,408 (166,508 ) 767,075 Investments in subsidiaries 1,119,605 108,884 - - (1,228,489 ) - Amounts due from consolidated entities 782,365 - - - (782,365 ) - Property and equipment, net - 696,910 19,867 14,833 (72 ) 731,538 Goodwill - 1,970,692 33,187 164,075 - 2,167,954 FCC licenses - 1,620,610 43,102 114,556 - 1,778,268 Other intangible assets, net - 1,365,159 13,712 113,052 - 1,491,923 Other noncurrent assets - 116,660 4,421 4,191 - 125,272 Total assets $ 1,901,970 $ 6,609,259 $ 217,120 $ 511,115 $ (2,177,434 ) $ 7,062,030 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 41,477 $ 2,285 $ 52,331 $ - $ 96,093 Accounts payable - 47,574 2,357 17,897 - 67,828 Amounts due to consolidated entities - - - 166,508 (166,508 ) - Liability to surrender spectrum asset - 52,002 - - - 52,002 Other current liabilities 299 155,023 4,441 28,486 - 188,249 Total current liabilities 299 296,076 9,083 265,222 (166,508 ) 404,172 Debt - 3,641,193 222,354 21,363 - 3,884,910 Amounts due to consolidated entities - 559,057 - 223,519 (782,576 ) - Deferred tax liabilities 62 624,869 - 8,949 - 633,880 Other noncurrent liabilities - 255,228 6,820 8,036 - 270,084 Total liabilities 361 5,376,423 238,257 527,089 (949,084 ) 5,193,046 Total stockholders' equity (deficit) 1,901,609 1,232,836 (21,137 ) (32,184 ) (1,228,350 ) 1,852,774 Noncontrolling interests in consolidated variable interest entities - - - 16,210 - 16,210 Total liabilities and stockholders' equity (deficit) $ 1,901,970 $ 6,609,259 $ 217,120 $ 511,115 $ (2,177,434 ) $ 7,062,030 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 AND COMPREHENSIVE INCOME Year Ended December 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 2,495,780 $ 69,227 $ 201,689 $ - $ 2,766,696 Revenue between consolidated entities 31,758 91,257 39,997 74,367 (237,379 ) - Net revenue 31,758 2,587,037 109,224 276,056 (237,379 ) 2,766,696 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 890,378 40,861 193,061 (6,383 ) 1,117,917 Selling, general, and administrative expenses, excluding depreciation and amortization 37,568 559,024 4,965 40,633 (62,257 ) 579,933 Local service agreement fees between consolidated entities - 77,482 55,650 35,607 (168,739 ) - Amortization of broadcast rights - 57,022 1,584 2,736 - 61,342 Amortization of intangible assets - 118,068 2,129 29,209 - 149,406 Depreciation - 99,526 3,171 7,092 - 109,789 Reimbursement from the FCC related to station repack - (23,933 ) (2,818 ) (2,630 ) - (29,381 ) Goodwill and intangible assets impairment - - - 19,911 - 19,911 Total operating expenses 37,568 1,777,567 105,542 325,619 (237,379 ) 2,008,917 (Loss) income from operations (5,810 ) 809,470 3,682 (49,563 ) - 757,779 Interest expense, net - (206,267 ) (11,101 ) (3,626 ) - (220,994 ) Loss on extinguishment of debt - (11,647 ) (452 ) (21 ) - (12,120 ) Pension and other postretirement plans credit, net - 10,755 - - - 10,755 Other expenses - (2,475 ) - - - (2,475 ) Equity in income of subsidiaries 408,006 - - - (408,006 ) - Income (loss) before income taxes 402,196 599,836 (7,871 ) (53,210 ) (408,006 ) 532,945 Income tax (expense) benefit (1,231 ) (153,871 ) 2,042 8,380 - (144,680 ) Net income (loss) 400,965 445,965 (5,829 ) (44,830 ) (408,006 ) 388,265 Net loss attributable to noncontrolling interests - - - 1,212 - 1,212 Net income (loss) attributable to Nexstar $ 400,965 $ 445,965 $ (5,829 ) $ (43,618 ) $ (408,006 ) $ 389,477 Net income (loss) $ 400,965 $ 445,965 $ (5,829 ) $ (44,830 ) $ (408,006 ) $ 388,265 Other comprehensive income: Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax benefit of $7,147 - (20,456 ) - - - (20,456 ) Total comprehensive income (loss) 400,965 425,509 (5,829 ) (44,830 ) (408,006 ) 367,809 Comprehensive loss attributable to noncontrolling interests - - - 1,212 - 1,212 Comprehensive income (loss) attributable to Nexstar $ 400,965 $ 425,509 $ (5,829 ) $ (43,618 ) $ (408,006 ) $ 369,021 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 2,160,330 $ 70,592 $ 201,044 $ - $ 2,431,966 Revenue between consolidated entities - 71,434 36,580 38,272 (146,286 ) - Net revenue - 2,231,764 107,172 239,316 (146,286 ) 2,431,966 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 793,606 35,820 167,690 (3,711 ) 993,405 Selling, general, and administrative expenses, excluding depreciation and amortization - 582,314 4,168 43,423 (24,799 ) 605,106 Local service agreement fees between consolidated entities - 51,859 35,500 30,417 (117,776 ) - Amortization of broadcast rights - 92,888 5,645 6,870 - 105,403 Amortization of intangible assets - 137,808 2,422 19,270 - 159,500 Depreciation - 91,791 2,342 6,525 - 100,658 Goodwill and intangible assets impairment 19,985 19,985 Gain on disposal of stations, net - (57,716 ) - - - (57,716 ) Total operating expenses - 1,692,550 85,897 294,180 (146,286 ) 1,926,341 Income (loss) from operations - 539,214 21,275 (54,864 ) - 505,625 Interest expense, net - (226,853 ) (10,135 ) (4,207 ) - (241,195 ) Loss on extinguishment of debt - (32,523 ) (2,133 ) (226 ) - (34,882 ) Pension and other postretirement plans credit, net - 13,120 - - - 13,120 Other expenses - (1,284 ) - - - (1,284 ) Equity in income of subsidiaries 471,363 - - - (471,363 ) - Income (loss) before income taxes 471,363 291,674 9,007 (59,297 ) (471,363 ) 241,384 Income tax benefit (expense) - 219,460 (3,400 ) 17,883 - 233,943 Net income (loss) 471,363 511,134 5,607 (41,414 ) (471,363 ) 475,327 Net income attributable to noncontrolling interests - - - (330 ) - (330 ) Net income (loss) attributable to Nexstar $ 471,363 $ 511,134 $ 5,607 $ (41,744 ) $ (471,363 ) $ 474,997 Net income (loss) $ 471,363 $ 511,134 $ 5,607 $ (41,414 ) $ (471,363 ) $ 475,327 Other comprehensive income: Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax of $2,160 - 6,140 - - - 6,140 Total comprehensive income (loss) 471,363 517,274 5,607 (41,414 ) (471,363 ) 481,467 Comprehensive income attributable to noncontrolling interests - - - (330 ) - (330 ) Comprehensive income (loss) attributable to Nexstar $ 471,363 $ 517,274 $ 5,607 $ (41,744 ) $ (471,363 ) $ 481,137 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade and barter) $ - $ 939,333 $ 61,402 $ 102,455 $ - $ 1,103,190 Revenue between consolidated entities - 34,436 42,930 11,942 (89,308 ) - Net revenue - 973,769 104,332 114,397 (89,308 ) 1,103,190 Operating expenses: Direct operating expenses, excluding depreciation and amortization - 284,866 30,278 67,067 (214 ) 381,997 Selling, general, and administrative expenses, excluding depreciation and amortization - 246,698 3,611 18,822 (5,525 ) 263,606 Local service agreement fees between consolidated entities - 49,202 18,000 16,367 (83,569 ) - Amortization of broadcast rights - 47,990 5,567 3,588 - 57,145 Amortization of intangible assets - 27,394 2,544 16,634 - 46,572 Depreciation - 45,173 2,400 3,727 - 51,300 Goodwill impairment - 186 - 15,076 - 15,262 Total operating expenses - 701,509 62,400 141,281 (89,308 ) 815,882 Income (loss) from operations - 272,260 41,932 (26,884 ) - 287,308 Interest expense, net - (104,231 ) (10,251 ) (1,599 ) - (116,081 ) Other expenses - (555 ) - - - (555 ) Equity in income of subsidiaries 72,193 - - - (72,193 ) - Income (loss) before income taxes 72,193 167,474 31,681 (28,483 ) (72,193 ) 170,672 Income tax (expense) benefit - (69,149 ) (12,337 ) 3,914 - (77,572 ) Net income (loss) 72,193 98,325 19,344 (24,569 ) (72,193 ) 93,100 Net income attributable to noncontrolling interests - - - (1,563 ) - (1,563 ) Net income (loss) attributable to Nexstar 72,193 98,325 19,344 (26,132 ) (72,193 ) 91,537 Comprehensive income (loss) attributable to Nexstar $ 72,193 $ 98,325 $ 19,344 $ (26,132 ) $ (72,193 ) $ 91,537 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 709,446 $ 4,810 $ 22,611 $ - $ 736,867 Cash flows from investing activities: Purchases of property and equipment - (93,181 ) (4,044 ) (9,021 ) - (106,246 ) Spectrum repack reimbursements - 23,933 2,818 2,630 - 29,381 Deposits and payments for acquisitions - (103,976 ) - - - (103,976 ) Other investing activities - 5,322 - 5 - 5,327 Net cash used in investing activities - (167,902 ) (1,226 ) (6,386 ) - (175,514 ) Cash flows from financing activities: Proceeds from long-term debt - 194,000 - 57,387 - 251,387 Repayments of long-term debt - (590,247 ) (2,310 ) (60,454 ) - (653,011 ) Common stock dividends paid (68,629 ) - - - - (68,629 ) Purchase of treasury stock (50,524 ) - - - - (50,524 ) Inter-company payments 118,121 (118,121 ) - - - - Other financing activities 1,032 (12,371 ) - 226 - (11,113 ) Net cash used in financing activities - (526,739 ) (2,310 ) (2,841 ) - (531,890 ) Net increase in cash, cash equivalents and restricted cash - 14,805 1,274 13,384 - 29,463 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 $ - $ 105,665 $ 10,798 $ 28,652 $ - $ 145,115 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 82,532 $ 4,692 $ 21,867 $ - $ 109,091 Cash flows from investing activities: Purchases of property and equipment - (62,056 ) (700 ) (9,705 ) - (72,461 ) Deposits and payments for acquisitions - (2,974,454 ) (800 ) - - (2,975,254 ) Proceeds from sale of a station - 481,946 - - - 481,946 Proceeds received to relinquish spectrum 478,608 478,608 Other investing activities - 20,374 100 402 - 20,876 Net cash used in investing activities - (2,055,582 ) (1,400 ) (9,303 ) - (2,066,285 ) Cash flows from financing activities: Proceeds from long-term debt - 3,249,575 230,609 53,797 - 3,533,981 Repayments of long-term debt - (1,640,088 ) (227,051 ) (55,190 ) - (1,922,329 ) Premium paid on debt extinguishment - (18,050 ) - - - (18,050 ) Payments for debt financing costs - (48,235 ) (3,804 ) - - (52,039 ) Purchase of noncontrolling interests - (66,901 ) - - - (66,901 ) Payments for contingent consideration - (258,647 ) - (956 ) - (259,603 ) Common stock dividends paid (55,892 ) - - - - (55,892 ) Purchase of treasury stock (99,008 ) - - - - (99,008 ) Inter-company payments 150,844 (150,844 ) - - - - Other financing activities 4,056 (6,529 ) - (319 ) - (2,792 ) Net cash provided by (used in) financing activities - 1,060,281 (246 ) (2,668 ) - 1,057,367 Net (decrease) increase in cash, cash equivalents and restricted cash - (912,769 ) 3,046 9,896 - (899,827 ) 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 $ - $ 90,860 $ 9,524 $ 15,268 $ - $ 115,652 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 274,472 $ 5,370 $ 4,411 $ - $ 284,253 Cash flows from investing activities: Purchases of property and equipment - (28,326 ) (241 ) (3,303 ) - (31,870 ) Deposits and payments for acquisitions - (103,970 ) - - - (103,970 ) Other investing activities - 718 - - - 718 Net cash used in investing activities - (131,578 ) (241 ) (3,303 ) - (135,122 ) Cash flows from financing activities: Proceeds from long-term debt - 958,000 - - - 958,000 Repayments of long-term debt - (73,155 ) (2,335 ) (4,650 ) - (80,140 ) Common stock dividends paid (29,445 ) - - - - (29,445 ) Payments for debt financing costs - (20,024 ) (683 ) - - (20,707 ) Inter-company payments 28,220 (28,220 ) - - - - Other financing activities 1,225 (3,358 ) - (2,643 ) - (4,776 ) Net cash provided by (used in) financing activities - 833,243 (3,018 ) (7,293 ) - 822,932 Net increase (decrease) in cash, cash equivalents and restricted cash - 976,137 2,111 (6,185 ) - 972,063 Cash, cash equivalents and restricted cash at beginning of period - 27,492 4,367 11,557 - 43,416 Cash, cash equivalents and restricted cash at end of period $ - $ 1,003,629 $ 6,478 $ 5,372 $ - $ 1,015,479 |