Condensed Consolidating Financial Information | Note 18: 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, a wholly-owned subsidiary of Nexstar and issuer of the 5.625% Notes due 2027, 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 2027, 5.625% Notes due 2024 and the 6.125% Notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar, Mission and certain of Nexstar Broadcasting’s restricted subsidiaries, 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 and certain of Nexstar Broadcasting’s restricted subsidiaries, subject to certain customary release provisions. These notes are not guaranteed by any other entities. The indentures governing the 5.625% Notes due 2027, 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 September 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 290,336 $ 3,254 $ 23,830 $ - $ 317,420 Restricted cash and cash equivalents - 16,609 - - - 16,609 Accounts receivable 12 800,110 14,728 45,944 - 860,794 Amounts due from consolidated entities - 117,424 69,606 - (187,030 ) - Spectrum asset - 119,047 - - - 119,047 Other current assets - 118,094 622 3,031 - 121,747 Total current assets 12 1,461,620 88,210 72,805 (187,030 ) 1,435,617 Investments in subsidiaries 1,255,566 108,885 - - (1,364,451 ) - Amounts due from consolidated entities 737,537 - - - (737,537 ) - Property and equipment, net - 1,215,120 22,549 19,492 (75 ) 1,257,086 Goodwill - 2,927,865 33,187 121,600 - 3,082,652 FCC licenses - 2,955,151 43,102 108,706 - 3,106,959 Network affiliation agreements, net - 2,478,495 11,687 70,121 - 2,560,303 Other intangible assets, net - 505,896 523 3,470 - 509,889 Investments - 1,499,090 - - - 1,499,090 Assets held for sale - 242,999 - - - 242,999 Other noncurrent assets 199 379,761 12,659 16,161 - 408,780 Total assets $ 1,993,314 $ 13,774,882 $ 211,917 $ 412,355 $ (2,289,093 ) $ 14,103,375 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 89,778 $ 2,285 $ 50,601 $ - $ 142,664 Accounts payable - 98,518 26 10,584 - 109,128 Amounts due to consolidated entities - - - 187,030 (187,030 ) - Liability to surrender spectrum asset - 129,964 - - - 129,964 Other current liabilities 589 675,122 7,791 29,039 - 712,541 Total current liabilities 589 993,382 10,102 277,254 (187,030 ) 1,094,297 Debt - 8,151,347 221,169 20,657 - 8,393,173 Amounts due to consolidated entities - 536,541 - 201,206 (737,747 ) - Deferred tax liabilities - 1,685,628 - 2,962 - 1,688,590 Other noncurrent liabilities - 949,105 10,334 17,843 - 977,282 Total liabilities 589 12,316,003 241,605 519,922 (924,777 ) 12,153,342 Total stockholders’ equity (deficit) 1,992,725 1,452,678 (29,688 ) (122,674 ) (1,364,316 ) 1,928,725 Noncontrolling interests in consolidated variable interest entities - 6,201 - 15,107 - 21,308 Total liabilities and stockholders’ equity (deficit) $ 1,993,314 $ 13,774,882 $ 211,917 $ 412,355 $ (2,289,093 ) $ 14,103,375 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 Network affiliation agreements, net - 1,313,894 13,095 74,976 - 1,401,965 Other intangible assets, net - 51,265 617 38,076 - 89,958 Assets held for sale - 4,417 - - - 4,417 Investments - 13,971 - - - 13,971 Other noncurrent assets - 98,272 4,421 4,191 - 106,884 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 September 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 606,964 $ 18,802 $ 37,809 $ - $ 663,575 Revenue between consolidated entities 8,848 24,558 8,231 20,619 (62,256 ) - Net revenue 8,848 631,522 27,033 58,428 (62,256 ) 663,575 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 263,863 12,312 46,152 - 322,327 Selling, general, and administrative expenses, excluding depreciation and amortization 10,095 182,302 1,195 9,649 (20,158 ) 183,083 Local service agreement fees between consolidated entities - 17,539 16,032 8,525 (42,096 ) - Amortization of broadcast rights - 17,487 367 598 - 18,452 Amortization of intangible assets - 35,061 491 6,891 - 42,443 Depreciation - 27,756 645 962 - 29,363 Reimbursement from the FCC related to station repack - (15,809 ) (2,677 ) (1,931 ) - (20,417 ) Goodwill and intangible assets impairment - (2 ) - 63,319 - 63,317 Gain on disposal of stations, net - (96,608 ) - - - (96,608 ) Total operating expenses 10,095 431,589 28,365 134,165 (62,254 ) 541,960 (Loss) income from operations (1,247 ) 199,933 (1,332 ) (75,737 ) (2 ) 121,615 Income (loss) from equity investment, net - 3,229 - (12 ) - 3,217 Interest expense, net - (89,634 ) (2,794 ) (771 ) - (93,199 ) Pension and other postretirement plans credit, net - 2,578 - - - 2,578 Other income (expenses) (1 ) 119 - - - 118 Equity in income of consolidated subsidiaries 928 - - - (928 ) - Income (loss) before income taxes (320 ) 116,225 (4,126 ) (76,520 ) (930 ) 34,329 Income tax benefit (expense) (463 ) (47,733 ) 1,026 7,663 - (39,507 ) Net income (loss) (783 ) 68,492 (3,100 ) (68,857 ) (930 ) (5,178 ) Net income attributable to noncontrolling interests - - - (669 ) - (669 ) Net income (loss) attributable to Nexstar $ (783 ) $ 68,492 $ (3,100 ) $ (69,526 ) $ (930 ) $ (5,847 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 620,385 $ 17,838 $ 54,792 $ - $ 693,015 Revenue between consolidated entities 7,948 23,657 10,018 18,452 (60,075 ) - Net revenue 7,948 644,042 27,856 73,244 (60,075 ) 693,015 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 224,798 10,426 51,320 (1,181 ) 285,363 Selling, general, and administrative expenses, excluding depreciation and amortization 10,080 133,794 1,108 11,255 (15,940 ) 140,297 Local service agreement fees between consolidated entities - 19,297 14,575 9,082 (42,954 ) - Amortization of broadcast rights - 13,949 383 689 - 15,021 Amortization of intangible assets - 29,261 522 7,374 - 37,157 Depreciation - 25,545 508 1,620 - 27,673 Reimbursement from the FCC related to station repack - (4,809 ) (580 ) - - (5,389 ) Total operating expenses 10,080 441,835 26,942 81,340 (60,075 ) 500,122 (Loss) income from operations (2,132 ) 202,207 914 (8,096 ) - 192,893 Loss from equity investment, net - (887 ) - - - (887 ) Interest expense, net - (52,551 ) (2,864 ) (822 ) - (56,237 ) Loss on extinguishment of debt - (3,159 ) - - - (3,159 ) Pension and other postretirement plans credit, net - 2,458 - - - 2,458 Other income (expenses) - 5 - (2 ) - 3 Equity in income of consolidated subsidiaries 106,440 - - - (106,440 ) - Income (loss) before income taxes 104,308 148,073 (1,950 ) (8,920 ) (106,440 ) 135,071 Income tax (expense) benefit (410 ) (36,796 ) 268 1,695 - (35,243 ) Net income (loss) 103,898 111,277 (1,682 ) (7,225 ) (106,440 ) 99,828 Net loss attributable to noncontrolling interests - - - 686 - 686 Net income (loss) attributable to Nexstar $ 103,898 $ 111,277 $ (1,682 ) $ (6,539 ) $ (106,440 ) $ 100,514 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 1,765,722 $ 57,119 $ 116,393 $ - $ 1,939,234 Revenue between consolidated entities 25,830 69,216 24,255 57,615 (176,916 ) - Net revenue 25,830 1,834,938 81,374 174,008 (176,916 ) 1,939,234 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 745,032 36,343 133,693 (3,834 ) 911,234 Selling, general, and administrative expenses, excluding depreciation and amortization 29,588 460,303 3,184 29,550 (53,124 ) 469,501 Local service agreement fees between consolidated entities - 50,741 45,182 24,033 (119,956 ) - Amortization of broadcast rights - 43,774 1,119 1,856 - 46,749 Amortization of intangible assets - 92,339 1,501 21,698 - 115,538 Depreciation - 79,661 1,873 3,356 - 84,890 Reimbursement from the FCC related to station repack - (40,040 ) (4,977 ) (9,003 ) - (54,020 ) Goodwill and intangible assets impairment - (2 ) - 63,319 - 63,317 Gain on disposal of stations, net - (96,608 ) - - - (96,608 ) Total operating expenses 29,588 1,335,200 84,225 268,502 (176,914 ) 1,540,601 (Loss) income from operations (3,758 ) 499,738 (2,851 ) (94,494 ) (2 ) 398,633 Income (loss) from equity investment, net - 2,101 - (40 ) - 2,061 Interest expense, net - (186,482 ) (8,578 ) (2,459 ) - (197,519 ) Loss on extinguishment of debt - (3,724 ) - - - (3,724 ) Pension and other postretirement plans credit, net - 5,378 - - - 5,378 Other income (expenses) (1 ) 210 - - - 209 Equity in income of consolidated subsidiaries 135,960 - - - (135,960 ) - Income (loss) before income taxes 132,201 317,221 (11,429 ) (96,993 ) (135,962 ) 205,038 Income tax benefit (expense) 10 (97,381 ) 2,877 11,900 - (82,594 ) Net income (loss) 132,211 219,840 (8,552 ) (85,093 ) (135,962 ) 122,444 Net income attributable to noncontrolling interests - - - (5,397 ) - (5,397 ) Net income (loss) attributable to Nexstar $ 132,211 $ 219,840 $ (8,552 ) $ (90,490 ) $ (135,962 ) $ 117,047 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 1,764,122 $ 51,601 $ 152,951 $ - $ 1,968,674 Revenue between consolidated entities 21,153 66,360 27,504 53,596 (168,613 ) - Net revenue 21,153 1,830,482 79,105 206,547 (168,613 ) 1,968,674 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 664,717 30,586 147,307 (3,845 ) 838,765 Selling, general, and administrative expenses, excluding depreciation and amortization 25,261 403,066 3,436 33,506 (44,164 ) 421,105 Local service agreement fees between consolidated entities - 54,244 41,075 25,285 (120,604 ) - Amortization of broadcast rights - 43,741 1,204 2,089 - 47,034 Amortization of intangible assets - 88,780 1,606 20,254 - 110,640 Depreciation - 71,891 1,529 5,157 - 78,577 Reimbursement from the FCC related to station repack - (11,683 ) (767 ) - - (12,450 ) Total operating expenses 25,261 1,314,756 78,669 233,598 (168,613 ) 1,483,671 (Loss) income from operations (4,108 ) 515,726 436 (27,051 ) - 485,003 Loss from equity investment, net - (1,813 ) - - - (1,813 ) Interest expense, net - (156,124 ) (8,214 ) (2,769 ) - (167,107 ) Loss on extinguishment of debt - (4,645 ) - - - (4,645 ) Pension and other postretirement plans credit, net - 8,358 - - - 8,358 Other expenses - (10 ) - - - (10 ) Equity in income of consolidated subsidiaries 252,643 - - - (252,643 ) - Income (loss) before income taxes 248,535 361,492 (7,778 ) (29,820 ) (252,643 ) 319,786 Income tax (expense) benefit (833 ) (91,701 ) 1,674 4,849 - (86,011 ) Net income (loss) 247,702 269,791 (6,104 ) (24,971 ) (252,643 ) 233,775 Net loss attributable to noncontrolling interests - - - 2,593 - 2,593 Net income (loss) attributable to Nexstar $ 247,702 $ 269,791 $ (6,104 ) $ (22,378 ) $ (252,643 ) $ 236,368 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 322,622 $ (6,421 ) $ (219 ) $ - $ 315,982 Cash flows from investing activities: Payments for acquisitions, net of cash acquired - (5,881,179 ) - - - (5,881,179 ) Proceeds from sale of stations - 1,352,958 - - - 1,352,958 Purchases of property and equipment - (94,870 ) (4,386 ) (10,969 ) - (110,225 ) Spectrum repack reimbursements from the FCC - 40,040 4,977 9,003 - 54,020 Proceeds from disposals of property and equipment - 2,012 - 14 - 2,026 Distribution from an equity investment - 1,557 - - - 1,557 Other investing activities - (1,310 ) - - - (1,310 ) Net cash provided by (used in) investing activities - (4,580,792 ) 591 (1,952 ) - (4,582,153 ) Cash flows from financing activities: Proceeds from long-term debt - 4,831,050 - - - 4,831,050 Payments for debt financing costs - (70,717 ) - - (70,717 ) Repayments of long-term debt - (211,108 ) (1,714 ) (2,591 ) - (215,413 ) Common stock dividends paid (62,062 ) - - - - (62,062 ) Inter-company payments 70,126 (70,126 ) - - - - 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 ) Payments for capital lease and capitalized software obligations - (6,359 ) - (60 ) - (6,419 ) Proceeds from exercise of stock options 1,749 - - - - 1,749 Other financing activities - (6,897 ) - - - (6,897 ) Net cash provided by (used in) financing activities - 4,459,450 (1,714 ) (2,651 ) - 4,455,085 Net increase (decrease) in cash, cash equivalents and restricted cash - 201,280 (7,544 ) (4,822 ) - 188,914 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 $ - $ 306,945 $ 3,254 $ 23,830 $ - $ 334,029 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2018 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 482,985 $ (2,063 ) $ 6,292 $ - $ 487,214 Cash flows from investing activities: Purchases of property and equipment - (56,944 ) (1,356 ) (5,286 ) - (63,586 ) Deposits and payments for acquisitions - (103,246 ) - - - (103,246 ) Spectrum repack reimbursements from the FCC - 11,683 767 - - 12,450 Proceeds from disposals of property and equipment - 4,277 - 5 - 4,282 Other investing activities - 812 - - - 812 Net cash used in investing activities - (143,418 ) (589 ) (5,281 ) - (149,288 ) Cash flows from financing activities: Proceeds from long-term debt - 44,000 - 57,387 - 101,387 Repayments of long-term debt - (266,182 ) (1,735 ) (59,572 ) - (327,489 ) Common stock dividends paid (51,524 ) - - - - (51,524 ) Purchase of treasury stock (50,524 ) - - - - (50,524 ) Inter-company payments 101,716 (101,716 ) - - - - Proceeds from exercise of stock options 5,184 - - - - 5,184 Cash paid for shares withheld for taxes (4,852 ) - - - - (4,852 ) Payments for capital lease obligations - (7,426 ) - - - (7,426 ) Other financing activities - (137 ) - 226 - 89 Net cash used in financing activities - (331,461 ) (1,735 ) (1,959 ) - (335,155 ) Net increase (decrease) in cash, cash equivalents and restricted cash - 8,106 (4,387 ) (948 ) - 2,771 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 $ - $ 98,966 $ 5,137 $ 14,320 $ - $ 118,423 |