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 due 2024, 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). The outstanding 5.625% Notes due 2024 and the 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar and Mission, subject to certain customary release provisions. These notes are not guaranteed by any other entities. The 5.875% 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 due 2024 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. 2016-02 Leases (Topic 842) and all related amendments using the optional transition method. As a result, financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for lease contracts prior to the adoption of ASC 842. The standard had a material impact on the Company’s current year Condensed Consolidated Balance Sheets but did not have an impact on its Condensed Consolidated Statement of Operations. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 51,415 $ 8,970 $ 19,539 $ - $ 79,924 Accounts receivable - 477,869 14,236 50,505 - 542,610 Amounts due from consolidated entities - 85,500 69,274 - (154,774 ) - Spectrum asset - 118,969 - - - 118,969 Other current assets - 30,961 621 2,863 - 34,445 Total current assets - 764,714 93,101 72,907 (154,774 ) 775,948 Investments in subsidiaries 1,254,638 108,884 - - (1,363,522 ) - Amounts due from consolidated entities 747,610 - - - (747,610 ) - Property and equipment, net - 707,551 22,167 19,004 (75 ) 748,647 Goodwill - 1,969,148 33,187 164,075 - 2,166,410 FCC licenses - 1,626,460 43,102 108,706 - 1,778,268 Other intangible assets, net - 1,283,949 12,701 100,208 - 1,396,858 Other noncurrent assets 725 136,108 11,996 16,575 - 165,404 Total assets $ 2,002,973 $ 6,596,814 $ 216,254 $ 481,475 $ (2,265,981 ) $ 7,031,535 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 41,477 $ 2,285 $ 51,178 $ - $ 94,940 Accounts payable - 55,764 1,386 13,242 - 70,392 Amounts due to consolidated entities - - - 154,774 (154,774 ) - Liability to surrender spectrum asset - 129,964 - - - 129,964 Other current liabilities 258 163,542 6,766 28,185 - 198,751 Total current liabilities 258 390,747 10,437 247,379 (154,774 ) 494,047 Debt - 3,447,326 221,560 20,892 - 3,689,778 Amounts due to consolidated entities - 522,075 - 225,745 (747,820 ) - Deferred tax liabilities - 634,624 - 7,901 - 642,525 Other noncurrent liabilities - 217,855 10,842 18,271 - 246,968 Total liabilities 258 5,212,627 242,839 520,188 (902,594 ) 5,073,318 Total stockholders' equity (deficit) 2,002,715 1,384,187 (26,585 ) (53,151 ) (1,363,387 ) 1,943,779 Noncontrolling interests in consolidated variable interest entities - - - 14,438 - 14,438 Total liabilities and stockholders' equity (deficit) $ 2,002,973 $ 6,596,814 $ 216,254 $ 481,475 $ (2,265,981 ) $ 7,031,535 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 Liability to surrender spectrum asset - 52,002 - - - 52,002 Amounts due to consolidated entities - - - 166,508 (166,508 ) - 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 Nexstar Media Group, Inc. 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 STATEMENT OF OPERATIONS Three Months Ended June 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 590,978 $ 18,910 $ 39,124 $ - $ 649,012 Revenue between consolidated entities 8,564 22,425 8,262 19,279 (58,530 ) - Net revenue 8,564 613,403 27,172 58,403 (58,530 ) 649,012 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 240,974 11,995 45,042 (1,967 ) 296,044 Selling, general, and administrative expenses, excluding depreciation and amortization 9,745 140,732 998 9,874 (17,291 ) 144,058 Local service agreement fees between consolidated entities - 16,848 14,575 7,849 (39,272 ) - Amortization of broadcast rights - 12,936 369 630 - 13,935 Amortization of intangible assets - 28,615 491 7,251 - 36,357 Depreciation - 26,678 620 792 - 28,090 Reimbursement from the FCC related to station repack - (14,546 ) (764 ) (4,106 ) - (19,416 ) Total operating expenses 9,745 452,237 28,284 67,332 (58,530 ) 499,068 (Loss) income from operations (1,181 ) 161,166 (1,112 ) (8,929 ) - 149,944 Interest expense, net - (47,640 ) (2,898 ) (825 ) - (51,363 ) Loss on extinguishment of debt - (2,026 ) - - - (2,026 ) Pension and other postretirement plans credit, net - 1,400 - - - 1,400 Other expenses - (562 ) - (12 ) - (574 ) Equity in income of subsidiaries 74,274 - - - (74,274 ) - Income (loss) before income taxes 73,093 112,338 (4,010 ) (9,766 ) (74,274 ) 97,381 Income tax benefit (expense) 161 (29,826 ) 1,016 2,003 - (26,646 ) Net income (loss) 73,254 82,512 (2,994 ) (7,763 ) (74,274 ) 70,735 Net income attributable to noncontrolling interests - - - (2,733 ) - (2,733 ) Net income (loss) attributable to Nexstar $ 73,254 $ 82,512 $ (2,994 ) $ (10,496 ) $ (74,274 ) $ 68,002 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 Six Months Ended June 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 1,158,758 $ 38,317 $ 78,584 $ - $ 1,275,659 Revenue between consolidated entities 16,982 44,658 16,024 36,996 (114,660 ) - Net revenue 16,982 1,203,416 54,341 115,580 (114,660 ) 1,275,659 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 481,169 24,031 87,541 (3,834 ) 588,907 Selling, general, and administrative expenses, excluding depreciation and amortization 19,493 278,001 1,989 19,901 (32,966 ) 286,418 Local service agreement fees between consolidated entities - 33,202 29,150 15,508 (77,860 ) - Amortization of broadcast rights - 26,287 752 1,258 - 28,297 Amortization of intangible assets - 57,278 1,010 14,807 - 73,095 Depreciation - 51,905 1,228 2,394 - 55,527 Reimbursement from the FCC related to station repack - (24,231 ) (2,300 ) (7,072 ) - (33,603 ) Total operating expenses 19,493 903,611 55,860 134,337 (114,660 ) 998,641 (Loss) income from operations (2,511 ) 299,805 (1,519 ) (18,757 ) - 277,018 Interest expense, net - (96,848 ) (5,784 ) (1,688 ) - (104,320 ) Loss on extinguishment of debt - (3,724 ) - - - (3,724 ) Pension and other postretirement plans credit, net - 2,800 - - - 2,800 Other expenses - (1,037 ) - (28 ) - (1,065 ) Equity in income of subsidiaries 135,032 - - - (135,032 ) - Income (loss) before income taxes 132,521 200,996 (7,303 ) (20,473 ) (135,032 ) 170,709 Income tax benefit (expense) 473 (49,648 ) 1,851 4,237 - (43,087 ) Net income (loss) 132,994 151,348 (5,452 ) (16,236 ) (135,032 ) 127,622 Net income attributable to noncontrolling interests - - - (4,728 ) - (4,728 ) Net income (loss) attributable to Nexstar $ 132,994 $ 151,348 $ (5,452 ) $ (20,964 ) $ (135,032 ) $ 122,894 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) $ - $ 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 CASH FLOWS Six Months Ended June 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 240,814 $ 1,507 $ (5,921 ) $ - $ 236,400 Cash flows from investing activities: Purchases of property and equipment - (60,002 ) (2,956 ) (8,510 ) - (71,468 ) Spectrum repack reimbursements from the FCC - 25,767 764 7,072 - 33,603 Other investing activities - 995 - 14 - 1,009 Net cash used in investing activities - (33,240 ) (2,192 ) (1,424 ) - (36,856 ) Cash flows from financing activities: Repayments of long-term debt - (200,738 ) (1,143 ) (1,727 ) - (203,608 ) Common stock dividends paid (41,319 ) - - - - (41,319 ) Inter-company payments 49,649 (49,649 ) - - - - Purchase of noncontrolling interest from a consolidated variable interest entity - (6,393 ) - - - (6,393 ) Cash paid for shares withheld for taxes (9,813 ) - - - - (9,813 ) Other financing activities 1,483 (5,044 ) - (41 ) - (3,602 ) Net cash used in financing activities - (261,824 ) (1,143 ) (1,768 ) - (264,735 ) Net increase in cash, cash equivalents and restricted cash - (54,250 ) (1,828 ) (9,113 ) - (65,191 ) Cash, cash equivalents and restricted cash at beginning of period - 105,665 10,798 28,652 - 145,115 Cash, cash equivalents and restricted cash at end of period $ - $ 51,415 $ 8,970 $ 19,539 $ - $ 79,924 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 $ - $ 313,735 $ (1,484 ) $ 4,823 $ - $ 317,074 Cash flows from investing activities: Purchases of property and equipment - (32,198 ) (512 ) (3,680 ) - (36,390 ) Payments for acquisitions - (85,867 ) - - - (85,867 ) Spectrum repack reimbursements from the FCC - 6,875 186 - - 7,061 Other investing activities - 4,256 - 5 - 4,261 Net cash used in investing activities - (106,934 ) (326 ) (3,675 ) - (110,935 ) 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 |