Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 27, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NXST | ||
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | ||
Entity Central Index Key | 0001142417 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,501,705,168 | ||
Entity Common Stock, Shares Outstanding | 45,859,588 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 000-50478 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 23-3083125 | ||
Entity Address, Address Line One | 545 E. John Carpenter Freeway | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75062 | ||
City Area Code | 972 | ||
Local Phone Number | 373-8800 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Class A Common Stock | ||
Security Exchange Name | NASDAQ | ||
Document incorporated by reference | Portions of the Proxy Statement for the Registrant’s 2020 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the close of the Registrant’s fiscal year and incorporated by reference in Part III of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 232,070 | $ 145,115 | |
Restricted cash and cash equivalents | 16,608 | ||
Accounts receivable, net of allowance for doubtful accounts of $17,205 and $13,158, respectively | 883,921 | 547,285 | |
Spectrum asset | 67,171 | 52,002 | |
Prepaid expenses and other current assets | 151,997 | 22,673 | |
Total current assets | 1,351,767 | 767,075 | |
Property and equipment, net | 1,290,428 | 731,538 | |
Goodwill | 2,996,875 | 2,167,954 | |
FCC licenses | 2,921,465 | 1,778,268 | |
Intangible assets, net | 3,259,620 | 1,491,923 | |
Intangible assets, net | 727,354 | 89,958 | |
Assets held for sale | 240,524 | 4,417 | |
Investments | 1,477,353 | 13,971 | |
Other noncurrent assets, net | 451,705 | 106,884 | |
Total assets | [1] | 13,989,737 | 7,062,030 |
Current liabilities: | |||
Current portion of debt | 109,310 | 96,093 | |
Accounts payable | 157,366 | 67,828 | |
Accrued expenses | 542,676 | 175,897 | |
Liability to surrender spectrum asset | 77,962 | 52,002 | |
Other current liabilities | 60,243 | 12,352 | |
Total current liabilities | 947,557 | 404,172 | |
Debt | 8,383,278 | 3,884,910 | |
Deferred tax liabilities | 1,710,664 | 633,880 | |
Other noncurrent liabilities | 894,745 | 270,084 | |
Total liabilities | [1] | 11,936,244 | 5,193,046 |
Commitments and contingencies (Note 17) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2019 and 2018 | |||
Additional paid-in capital | 1,353,729 | 1,351,931 | |
Accumulated other comprehensive income (loss) | 19,850 | (14,316) | |
Retained earnings | 778,833 | 620,371 | |
Treasury stock - at cost; 1,541,675 and 1,665,217 shares as of December 31, 2019 and 2018, respectively | (121,388) | (105,685) | |
Total Nexstar Media Group, Inc. stockholders’ equity | 2,031,497 | 1,852,774 | |
Noncontrolling interests in consolidated variable interest entities | 21,996 | 16,210 | |
Total stockholders’ equity | 2,053,493 | 1,868,984 | |
Total liabilities and stockholders’ equity | 13,989,737 | 7,062,030 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,532,266 | 1,401,965 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 473 | 473 | |
Total stockholders’ equity | $ 473 | $ 473 | |
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Accounts receivable, allowance for doubtful accounts | $ 17,205 | $ 13,158 | |
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 | 1,541,675 | 1,665,217 | |
ASSETS | |||
Total assets | [1] | $ 13,989,737 | $ 7,062,030 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | [1] | 11,936,244 | 5,193,046 |
Non Guarantor VIEs [Member] | |||
ASSETS | |||
Total assets | 332,570 | 390,315 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | $ 61,665 | $ 45,136 | |
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 | 45,749,788 | 45,626,246 | |
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 | |
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues [Abstract] | |||||||||||
Net revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 |
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 1,348,632 | 1,117,917 | 993,405 | ||||||||
Selling, general and administrative expenses, excluding depreciation and amortization | 729,981 | 579,933 | 605,106 | ||||||||
Amortization of broadcast rights, excluding barter | 85,018 | 61,342 | 105,403 | ||||||||
Amortization of intangible assets | 200,317 | 149,406 | 159,500 | ||||||||
Depreciation | 123,375 | 109,789 | 100,658 | ||||||||
Reimbursement from the FCC related to station repack | (70,356) | (29,381) | |||||||||
Goodwill and intangible assets impairment | 63,317 | 19,911 | 19,985 | ||||||||
Gain on disposal of stations, net | (96,091) | (57,716) | |||||||||
Total operating expenses | 2,384,193 | 2,008,917 | 1,926,341 | ||||||||
Income from operations | 256,498 | 121,615 | 149,944 | 127,074 | 272,776 | 192,893 | 174,494 | 117,616 | 655,131 | 757,779 | 505,625 |
Income (loss) on equity investments, net | 17,925 | (2,436) | (1,268) | ||||||||
Interest expense, net | (304,350) | (220,994) | (241,195) | ||||||||
Loss on extinguishment of debt | (10,301) | (12,120) | (34,882) | ||||||||
Pension and other postretirement plans credit, net | 15,600 | 10,755 | 13,120 | ||||||||
Other income (expenses), net | (684) | (39) | (16) | ||||||||
Income (loss) before income taxes | 168,283 | 34,329 | 97,381 | 73,328 | 213,159 | 135,071 | 119,870 | 64,845 | 373,321 | 532,945 | 241,384 |
Income tax expense | (137,026) | (144,680) | 233,943 | ||||||||
Net income (loss) | 236,295 | 388,265 | 475,327 | ||||||||
Net (income) loss attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Net income attributable to Nexstar Media Group, Inc. | $ 113,212 | $ (5,847) | $ 68,002 | $ 54,892 | $ 153,109 | $ 100,514 | $ 87,732 | $ 48,122 | $ 230,259 | $ 389,477 | $ 474,997 |
Net income per common share attributable to Nexstar Media Group, Inc.: | |||||||||||
Basic | $ 2.46 | $ (0.13) | $ 1.48 | $ 1.20 | $ 3.36 | $ 2.21 | $ 1.92 | $ 1.04 | $ 5.01 | $ 8.52 | $ 10.38 |
Diluted | $ 2.36 | $ (0.13) | $ 1.42 | $ 1.15 | $ 3.22 | $ 2.12 | $ 1.86 | $ 1.01 | $ 4.80 | $ 8.21 | $ 10.07 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 45,952 | 46,114 | 46,090 | 45,785 | 45,619 | 45,552 | 45,631 | 46,075 | 45,986 | 45,718 | 45,754 |
Diluted | 47,933 | 46,114 | 47,971 | 47,784 | 47,482 | 47,338 | 47,147 | 47,685 | 47,923 | 47,412 | 47,149 |
Net income (loss) | $ 236,295 | $ 388,265 | $ 475,327 | ||||||||
Other comprehensive income (loss): | |||||||||||
Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax (expense) benefit of ($11,723) in 2019, $7,147 in 2018, and ($2,160) in 2017 | 34,166 | (20,456) | 6,140 | ||||||||
Total comprehensive income | 270,461 | 367,809 | 481,467 | ||||||||
Total comprehensive income (loss) attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | $ 264,425 | $ 369,021 | $ 481,137 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Change in unrecognized amounts included in pension and postretirement obligations, tax | $ (11,723) | $ 7,147 | $ (2,160) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock [Member] | Treasury Stock [Member]Class A Common Stock [Member] | Noncontrolling interests [Member] |
Balance at Dec. 31, 2016 | $ 284,354 | $ 316 | $ 386,921 | $ (176,583) | $ (41,513) | $ 115,213 | ||
Balance, Shares at Dec. 31, 2016 | 31,621,369 | |||||||
Balance, Shares at Dec. 31, 2016 | (876,744) | |||||||
Issuance/reissuance of stock in connection with a merger | 1,031,443 | $ 157 | 1,007,956 | $ 23,330 | ||||
Issuance/reissuance of stock in connection with the Merger, shares | 15,670,094 | 560,316 | ||||||
Stock option replacement awards in connection with a merger | 10,702 | 10,702 | ||||||
Purchase of treasury stock | (99,008) | $ (99,008) | $ (99,000) | |||||
Purchase of treasury stock, shares | (1,689,132) | |||||||
Stock-based compensation expense | 24,068 | 24,068 | ||||||
Vesting of restricted stock units and exercise of stock options | 7,914 | (31,214) | $ 39,128 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 680,511 | 680,511 | ||||||
Common stock dividends declared | (55,892) | (55,892) | ||||||
Purchase of noncontrolling interests from variable interest entities | (108,694) | (108,694) | ||||||
Consolidation of variable interest entities | 7,600 | 7,600 | ||||||
Deconsolidation of a variable interest entity | (3,655) | 345 | (4,000) | |||||
Contribution from a noncontrolling interest | 659 | 659 | ||||||
Distribution to noncontrolling interests | (412) | (412) | ||||||
Change in pension and other postretirement benefit obligations, net of tax | 6,140 | $ 6,140 | ||||||
Net income (loss) | 475,327 | 474,997 | 330 | |||||
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) | |||||||
Adjustment to adopt ASU 2016-16 | ASU 2016-16 [Member] | 764 | 764 | ||||||
Purchase of treasury stock | (50,524) | $ (50,524) | $ (50,500) | |||||
Purchase of treasury stock, shares | (751,920) | |||||||
Stock-based compensation expense | 31,260 | 31,260 | ||||||
Vesting of restricted stock units and exercise of stock options | 1,032 | (21,870) | $ 22,902 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 411,752 | 411,752 | ||||||
Common stock dividends declared | (68,629) | (68,629) | ||||||
Consolidation of variable interest entities | 6,500 | 6,500 | ||||||
Contribution from a noncontrolling interest | 226 | 226 | ||||||
Change in pension and other postretirement benefit obligations, net of tax | (20,456) | (20,456) | ||||||
Net income (loss) | 388,265 | 389,477 | (1,212) | |||||
Balance at Dec. 31, 2018 | $ 1,868,984 | $ 473 | 1,351,931 | 620,371 | (14,316) | $ (105,685) | 16,210 | |
Balance, Shares at Dec. 31, 2018 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2018 | (1,665,217) | (1,665,217) | ||||||
Purchase of treasury stock | $ (45,115) | $ (45,115) | $ (45,100) | |||||
Purchase of treasury stock, shares | (439,743) | |||||||
Stock-based compensation expense | 38,620 | 38,620 | ||||||
Vesting of restricted stock units and exercise of stock options | (7,410) | (36,822) | $ 29,412 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 563,285 | 563,285 | ||||||
Common stock dividends declared | (82,823) | (82,823) | ||||||
Purchase of noncontrolling interests from variable interest entities | (6,500) | (6,500) | ||||||
Consolidation of variable interest entities | 6,201 | 6,201 | ||||||
Deconsolidation of a variable interest entity | 11,026 | 11,026 | ||||||
Contribution from a noncontrolling interest | 49 | 49 | ||||||
Change in pension and other postretirement benefit obligations, net of tax | 34,166 | 34,166 | ||||||
Net income (loss) | 236,295 | 230,259 | 6,036 | |||||
Balance at Dec. 31, 2019 | $ 2,053,493 | $ 473 | $ 1,353,729 | $ 778,833 | $ 19,850 | $ (121,388) | $ 21,996 | |
Balance, Shares at Dec. 31, 2019 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2019 | (1,541,675) | (1,541,675) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Stockholders Equity [Abstract] | |||
Common stock dividends declared (per share) | $ 1.80 | $ 1.50 | $ 1.20 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 236,295 | $ 388,265 | $ 475,327 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of intangible assets | 200,317 | 149,406 | 159,500 |
Depreciation of property and equipment | 123,375 | 109,789 | 100,658 |
Goodwill and intangible assets impairment | 63,317 | 19,911 | 19,985 |
Amortization of broadcast rights, excluding barter | 85,018 | 61,342 | 62,908 |
Stock-based compensation expense | 38,620 | 31,260 | 24,068 |
Provision for bad debt | 12,972 | 10,707 | 10,263 |
Amortization of debt financing costs, debt discounts and premium | 11,577 | 9,765 | 10,483 |
Loss on extinguishment of debt | 10,301 | 12,120 | 34,882 |
Loss on asset disposal, net | 3,985 | 5,793 | 1,734 |
Deferred income taxes | (4,545) | 12,403 | (463,185) |
Gain on disposal of stations, net | (96,091) | (57,716) | |
Spectrum repack reimbursements | (70,356) | (29,381) | |
Payments for broadcast rights | (100,630) | (61,979) | (62,531) |
(Income) loss on equity investments, net | (17,925) | 2,436 | 1,268 |
Distribution from equity investments - return on capital | 15,256 | ||
Other noncash operating activities, net | 53 | (2,432) | (3,491) |
Payment for contingent consideration in connection with an acquisition | (4,044) | ||
Changes in operating assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | 2,176 | 30,874 | (56,669) |
Prepaid expenses and other current assets | 9,344 | 97 | 1,169 |
Other noncurrent assets | (5,250) | (834) | (752) |
Accounts payable | 49,903 | 16,520 | (62,496) |
Accrued expenses and other current liabilities | 40,540 | (53,708) | (17,421) |
Taxes payable | (172,669) | 41,635 | (42,638) |
Other noncurrent liabilities | (18,116) | (17,122) | (22,211) |
Net cash provided by operating activities | 417,467 | 736,867 | 109,091 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (197,511) | (106,246) | (72,461) |
Payments for acquisitions, net of cash and restricted cash acquired | (5,881,179) | (103,976) | (2,975,254) |
Proceeds from sale of stations | 1,352,958 | 481,946 | |
Spectrum repack reimbursements from the FCC | 70,356 | 29,381 | |
Investment in a loan receivable | (48,876) | ||
Proceeds received to relinquish spectrum asset | 478,608 | ||
Proceeds from disposals of property and equipment | 4,451 | 4,344 | 20,026 |
Distribution from an equity investment - return of capital | 2,205 | ||
Deconsolidation of the cash of Marshall | (5,011) | ||
Other investing activities, net | 452 | 983 | 850 |
Net cash used in investing activities | (4,702,155) | (175,514) | (2,066,285) |
Cash flows from financing activities: | |||
Proceeds from long-term debt, including debt premium and discounts | 5,523,481 | 251,387 | 3,533,981 |
Repayments of long-term debt | (902,217) | (653,011) | (1,922,329) |
Payments for debt financing costs | (72,052) | (1,056) | (52,039) |
Premium paid on debt extinguishment | (10,094) | (18,050) | |
Common stock dividends paid | (82,823) | (68,629) | (55,892) |
Cash paid for shares withheld for taxes | (9,813) | (4,938) | (4,099) |
Purchase of noncontrolling interests | (6,393) | (2,468) | (66,901) |
Payments for contingent consideration in connection with acquisitions | (259,603) | ||
Proceeds from exercise of stock options | 2,403 | 5,970 | 8,155 |
Payments for capital lease and capitalized software obligations | (9,175) | (8,847) | (7,095) |
Purchase of treasury stock | (45,115) | (50,524) | (99,008) |
Other financing activities, net | 49 | 226 | 247 |
Net cash provided by (used in) financing activities | 4,388,251 | (531,890) | 1,057,367 |
Net increase in cash, cash equivalents and restricted cash | 103,563 | 29,463 | (899,827) |
Cash, cash equivalents and restricted cash at beginning of period | 145,115 | 115,652 | 1,015,479 |
Cash, cash equivalents and restricted cash at end of period | 248,678 | 145,115 | 115,652 |
Supplemental information: | |||
Interest paid | 250,663 | 218,746 | 239,558 |
Income taxes paid, net of refunds | 315,051 | 90,717 | 272,689 |
Non-cash investing and financing activities: | |||
Accrued purchases of property and equipment | 25,705 | 19,364 | 4,107 |
Noncash purchases of property and equipment | 565 | 20,723 | |
Right-of-use assets obtained in exchange for operating lease obligations | 125,496 | ||
Consolidation of variable interest entities | 6,500 | ||
Debt assumed in connection with a merger | 434,269 | ||
Issuance/reissuance of 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 | $ 52,002 | $ 314,086 | 34,558 |
Contingent consideration payable in connection with a merger | $ 12,361 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS ((Parenthetical)) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Transition adjustment amount | $ 235,285 | |
ASC 842 Adoption Adjustments [Member] | ||
Transition adjustment amount | $ 112,800 | $ 112,800 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1: Organization and Business Operations Nexstar Media Group, Inc., together with its wholly owned subsidiaries (“Nexstar”), a Delaware corporation, 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. As of December 31, 2019, Nexstar owned, operated, programmed or provided sales and other services to 197 full power television stations, including those owned by consolidated variable interest entities (“VIEs”), and one AM radio station in 115 markets in the states of Alabama, Arkansas, California, Colorado, Connecticut, District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Montana, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, and Wisconsin. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV, and other broadcast television networks. As of December 31, 2019, the stations reached approximately 39% of all U.S. television households (applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount). Through various local service agreements, Nexstar provided sales, programming, and other services to 36 full power television stations owned by independent third parties. Nexstar also owns WGN America, a national general entertainment cable network, a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”) and a portfolio of real estate assets. On September 19, 2019, Tribune Media Company (“Tribune”), a Delaware corporation, became a wholly owned subsidiary of Nexstar as a result of the merger of Titan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (“Merger Sub”), with and into Tribune (the “Merger”). The Merger was effected pursuant to the previously announced Agreement and Plan of Merger, dated as of November 30, 2018 (the “Merger Agreement”) by and among Nexstar, Merger Sub and Tribune. Substantially concurrently with the Merger, Nexstar also completed the previously announced sale of the assets of 21 television stations in 16 markets for total consideration of approximately $1.36 billion (inclusive of working capital adjustments). See Note 3 for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The 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. As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2019 2018 Current assets $ 9,837 $ 20,898 Property and equipment, net 19,586 10,994 Goodwill 102,447 121,600 FCC licenses 138,482 157,658 Network affiliation agreements 55,378 74,726 Other intangible assets, net 22 787 Other noncurrent assets, net 6,818 3,652 Total assets $ 332,570 $ 390,315 Current liabilities $ 19,653 $ 17,594 Noncurrent liabilities 42,012 27,542 Total liabilities $ 61,665 $ 45,136 Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’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 the Company’s control. On July 3, 2019, Nexstar completed the sale and issuance of its $1.120 billion aggregate principal amount of its 5.625% senior unsecured notes due 2027 at a price of par (the “5.625% Notes due 2027”). On September 19, 2019, Nexstar borrowed $3.065 billion in new Term Loan B, issued at 99.21%, and $675.0 million in new Term Loan A, issued at 99.31%. The proceeds from these debt issuances, plus proceeds from the sale of certain television assets and cash on hand of Nexstar and Tribune, were utilized to finance the purchase price of Nexstar’s Merger with Tribune and to pay related fees and expenses. On November 22, 2019, Nexstar issued an additional $665.0 million aggregate principal amount of 5.625% Notes due 2027 at a price of 104.875%, resulting in a debt premium of $27.4 million after giving effect to fees and expenses related thereto. The proceeds from this notes issuance were used to redeem Nexstar’s $400.0 million aggregate principal amount of 5.875% senior unsecured notes due 2022 (the “5.875% Notes”) and Nexstar’s $275.0 million aggregate principal amount of 6.125% senior unsecured notes due 2022 (the “6.125% Notes”). For additional information on Nexstar’s Merger with Tribune and the related debt transactions, see Notes 3 and 7, respectively. As of December 31, 2019, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities and the indentures governing the 5.625% senior unsecured notes due 2024 (the “5.625% Notes due 2024”) and the 5.625% Notes due 2027). 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 accounting principles generally accepted in the United States (“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 9), (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 consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2019 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only 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 SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from Mission, White Knight, Shield, Tamer, Vaughan, WNAC, LLC, and 54 Broadcasting 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, Mission, White Knight, Shield, Tamer, Vaughan, WNAC, LLC, and 54 Broadcasting maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. On December 17, 2018, Nexstar met the accounting criteria for a controlling financial interest in HITV License Subsidiary, Inc., the owner of stations KHII, KGMD and KGMV, as a result of the services Nexstar provided through a TBA and the receipt of FCC’s approval to complete Nexstar’s acquisition of the stations. Thus, Nexstar consolidated KHII, KGMD and KGMV in its financial statements as of this date. On January 28, 2019, Nexstar completed the acquisition and terminated the TBA. As of this date, the stations are no longer VIEs as they are owned by Nexstar. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2019 2018 Current assets: Cash and cash equivalents $ 12,944 $ 19,060 Accounts receivable, net 17,995 22,725 Prepaid expenses and other current assets 1,921 4,423 Total current assets 32,860 46,208 Property and equipment, net 42,308 30,861 Goodwill 135,634 154,787 FCC licenses 138,482 157,658 Network affiliation agreements 66,679 87,821 Other intangible assets, net 513 1,404 Other noncurrent assets, net 12,749 8,073 Total assets $ 429,225 $ 486,812 Current liabilities: Current portion of debt $ 3,433 $ 54,616 Interest payable 834 345 Other current liabilities 19,653 17,594 Total current liabilities 23,920 72,555 Debt 241,190 243,717 Other noncurrent liabilities 42,012 27,542 Total liabilities $ 307,122 $ 343,814 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 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 its 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. On December 1, 2014, Nexstar met the accounting criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of (i) local service agreements Nexstar has with the Marshall stations (JSAs and SSAs), (ii) Nexstar’s guarantee of the obligations incurred under Marshall’s senior secured credit facility, (iii) Nexstar having power over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall station, and the production of the Marshall station’s news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on this date. On November 29, 2019, Nexstar assigned its guarantee obligation of Marshall’s credit agreement to Mission. Concurrently, Marshall defaulted on the payment of principal and interest and other payments due to its third-party bank lenders. Following Marshall’s default, Mission honored its guarantee of Marshall debt and paid the outstanding principal balance and unpaid interest. As a result, Mission became the new lender under the same credit agreement and recognized a loan receivable from Marshall of $48.9 million (See Note 9 for additional information). In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar evaluated its remaining business arrangements with Marshall and determined that it still has a variable interest in the entity. The services under the SSAs are still active and Mission, a VIE that is consolidated by Nexstar, is a lender of Marshall. However, Nexstar also determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in Marshall due to the bankruptcy court taking control of Marshall’s significant financial affairs. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. The deconsolidation resulted in no gain or loss as the deconsolidation event occurred in December 2019, but the operating results and cash flows of Marshall for the years ended December 31, 2019, 2018 and 2017 were included in the accompanying Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, valuation related to business combinations, including assets acquired, liabilities assumed, contingent consideration liability and any other assets or liabilities recognized from these transactions, distribution revenue recognized, trade transactions, pension and postretirement obligations, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. Actual results may vary from such estimates recorded. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash and cash equivalents held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 17 — — — Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent to or carriage of network by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. Revenue Recognition The Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) 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. 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. 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 recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”), in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of WGN America. Total revenue includes advertising revenue, distribution revenue, 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. Advertising Revenues — The Company generates revenue by delivering advertising on the Company’s te levision stations , cable network , digital multicast network services and radio station. The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when it ’s commercial is aired . For station digital advertising, the performance obligation is a station’s promise to place an advertisement o n its website and is satisfied either based on impressions or the placement of ads over an agreed period of time. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites. The Company’s stations also trade 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 advertising spots are broadcast, and trade expense is recognized when services or merchandise received are used. 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 year ended December 31, 2017, barter revenue and barter expense were $42.5 million and $42.5 million, respectively. Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber. 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 (distribution revenue) at the point in time the broadcast signal is delivered to the distributors . The distributors 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, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Other Digital Revenues —Revenue from the Company’s other digital businesses includes revenue from digital publishing and content management platforms, a digital video advertising platform, a 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. Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company records sales commissions as an expense when incurred. Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue). The performance primarily involves the delivery of advertisements to the customers. The Company does 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. See Note 18 for disaggregated revenue information. Assets Held for Sale The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized. See Note 6. Investments The Company accounts over an investee The Company The Company The Company recognizes its share in earnings and losses of the investee as “Income (loss) in equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. In connection with the Merger, the Company recorded an equity method investment in TV Food Network amounting to $1.447 billion. The estimated fair value on acquisition was based on a weighting of valuations using a combination of various methods. These methods included a discounted cash flow model, a dividend-capitalization approach, and comparable private transaction and public company multiples. Discounts were also applied for the lack of control of the investee and marketability of a presumed sale. Inputs to the calculation of the discounted cash flow model include, but are not limited to, expected future revenues, expenses, and cash flows, projected future growth rates, and estimated discount rates. Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as non-operating expense in the Consolidated Statements of Operations and Comprehensive Income. Leases As discussed in the “Recent Accounting Pronouncements” section below, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and all related amendments issued by the Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from operating leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The standard was issued to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this standard effective January 1, 2019 using the optional transition method. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. 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 Company has elected the ‘package of practical expedients’ permitted under the transition guidance within ASC 842, which permits the Company to carry forward the historical lease classification and not reassess whether any expired or existing contracts are or contain leases. In addition, the Company is not required to reassess initial direct costs for any existing leases. The Company did not elect the land easements and the use of hindsight practical expedients in determining the lease term for existing leases. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize ROU assets or lease liabilities. The vast majority of the Company’s television station leases are comprised of fixed lease payments, with a small percentage of television station lease payments that are tied to a rate or index which may be subject to variability. For these leases, the calculation of the present value of future minimum lease payments is the base rate as of the later of (i) when the television station was acquired by the Company, or (ii) the commencement date of the lease agreement. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). These are not significant and the Company historically excluded these executory costs from its future minimum lease payments under its historical policy prior to the adoption of ASC 842. As such, the executory costs were excluded from the calculation of ROU assets and lease liabilities associated with operating leases upon transition. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. The Company recognized operating lease ROU assets on its Consolidated Balance Sheet as of January 1, 2019 of $112.8 million, inclusive of the present value of remaining future operating lease payments of $98.9 million and reclassifications of certain operating lease related assets and liabilities under the Company’s historical accounting policy prior to the adoption of ASC 842 such as favorable (unfavorable) lease intangible assets, deferred rent, short-term and long-term prepaid expenses and other accruals. These are summarized in the table below (in thousands). The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. ASC 842 Adoption Adjustments Present Value of Remaining Operating Lease Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease ROU Assets Impact on Consolidated Balance Sheets December 31, 2018 Payments as of January 1, 2019 Net Favorable Leases Deferred Rent Other Total Adjustments January 1, 2019 Prepaid expenses and other current assets $ 22,673 $ - $ - $ - $ (270 ) $ (270 ) $ 22,403 Other intangible assets, net 89,958 - (24,181 ) - - (24,181 ) 65,777 Other noncurrent assets, net 106,884 98,887 24,181 (9,781 ) (720 ) 112,567 219,451 Total assets 7,062,030 98,887 - (9,781 ) (990 ) 88,116 7,150,146 Other current liabilities 12,352 17,399 - (1,645 ) (423 ) 15,331 27,683 Other noncurrent liabilities 270,084 81,488 - (8,136 ) (567 ) 72,785 342,869 Total liabilities 5,193,046 98,887 - (9,781 ) (990 ) 88,116 5,281,162 See Note 10 for additional disclosures on leases as of December 31, 2019. Broadcast Rights and Broadcast Rights Payable The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of cash broadcast rights represents those rights available for broadcast which will be amortized |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions 2019 Acquisitions and Dispositions Merger with Tribune On September 19, 2019 (the “Closing Date”), Tribune became a wholly owned subsidiary of Nexstar as a result of the Merger, with Tribune surviving the Merger as a wholly owned subsidiary of Nexstar. The Merger was effected pursuant to the Merger Agreement, by and among Nexstar, Merger Sub and Tribune. The Merger created the nation’s largest pure-play local broadcast television and digital company, with national coverage and reach to approximately 39% of U.S. television households (applying the FCC’s UHF discount). As a result of the Merger, Nexstar acquired 31 full power stations and one AM radio station in 23 markets (net of divestitures of Tribune’s 13 full power television stations in 11 markets). Nexstar also acquired WGN America, Market Rank at Acquisition Market Full Power Stations Primary Affiliation 2 Los Angeles, CA KTLA The CW 3 Chicago, IL WGN-TV Independent 3 Chicago, IL WGN(AM) Independent 4 Philadelphia, PA WPHL MNTV 5 Dallas, TX KDAF The CW 7 Washington, DC WDCW The CW 8 Houston, TX KIAH The CW 13 Seattle, WA KCPQ FOX 13 Seattle, WA KZJO MNTV 17 Denver, CO KDVR FOX 17 Denver, CO KWGN The CW 17 Fort Collins, CO KFCT FOX 19 Cleveland, OH WJW FOX 20 Sacramento, CA KTXL FOX 22 Portland, OR KRCW The CW 23 St. Louis, MO KTVI FOX 23 St. Louis, MO KPLR The CW 25 Indianapolis, IN WXIN FOX 25 Kokomo, IN WTTK CBS 25 Indianapolis, IN WTTV CBS 29 San Diego, CA KSWB FOX 32 Kansas City, MO WDAF FOX 35 Milwaukee, WI WITI FOX 43 Oklahoma City, OK KFOR NBC 43 Oklahoma City, OK KAUT Independent 49 High Point, NC WGHP FOX 50 New Orleans, LA WGNO ABC 50 New Orleans, LA WNOL The CW 51 Memphis, TN WREG CBS 68 Des Moines, IA WHO NBC 78 Huntsville, AL WHNT CBS 101 Eureka Springs, AR KXNW MNTV Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each issued and outstanding share of Tribune Class A common stock, par value $0.001 per share (the “Tribune Class A Stock”) and Tribune Class B common stock, par value $0.001 per share (“Tribune Class B Stock,” and together with the Tribune Class A Stock, the “Tribune Stock”) immediately prior to the Closing Date of the Merger, other than shares or other securities representing capital stock in Tribune owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of Tribune, was converted into the right to receive $46.687397 in cash (the “Merger Consideration”). Upon completion of the Merger, each option to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Stock Option”), whether or not vested or exercisable, was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Tribune Stock Option, without any interest and subject to all applicable withholding. Any Tribune Stock Option with an exercise price per share greater than or equal to the Merger Consideration was cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune restricted stock units outstanding as of immediately prior to the Closing Date (“Tribune RSUs”), whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune RSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding (the “RSU Consideration”), except that each award of Tribune RSUs granted to an employee on or after December 1, 2018 (other than Tribune RSUs required to be granted pursuant to specified employment agreements or offer letters) (“Annual Tribune RSUs”) that had vested as of the Closing Date was cancelled and converted into the right to receive the RSU Consideration and any Annual Tribune RSUs that remained unvested as of the Closing Date were cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune performance stock units outstanding as of immediately prior to the Closing Date (“Tribune PSUs”), whether or not vested, immediately vested (with performance conditions for each open performance period as of the Closing Date deemed achieved at the applicable “target” level performance for such Tribune PSUs) and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune PSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding. Upon completion of the Merger, each outstanding award of Tribune deferred stock units outstanding as of immediately prior to the Closing Date (“Tribune DSUs”) was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune DSUs multiplied by the Merger Consideration, without interest and subject to all applicable withholding. Upon completion of the Merger, each unexercised warrant to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Warrant”) was assumed by Nexstar and converted into a warrant exercisable for the Merger Consideration which the shares of Tribune Stock underlying such Tribune Warrant would have been entitled to receive upon consummation of the Merger and otherwise upon the same terms and conditions of such Tribune Warrant immediately prior to the Closing Date. The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 Substantially concurrently with the Merger, Nexstar also completed the previously announced sale of the assets of 21 full power television stations in 16 markets to TEGNA, Inc., E.W. Scripps Company and Circle City Broadcasting I, Inc. The total consideration of these divestitures was approximately $1.36 billion (inclusive of working capital adjustments). These divestitures were previously agreed upon by Nexstar and Tribune to comply with the FCC’s local television ownership rule and the FCC’s national ownership cap and to facilitate Department of Justice (“DOJ”) approval of the Merger. Eight of the divested television stations were previously owned by Nexstar and were sold for an estimated $358.6 million in cash, including working capital adjustments (the “Nexstar Divestitures”). Nexstar recognized a $105.9 million gain on the Nexstar Divestitures. The other 13 television stations, which were previously owned or operated by Tribune, were sold for an estimated $1.008 billion in cash, including working capital adjustments (the “Tribune Divestitures”). Nexstar recognized a $9.8 million loss on disposal on the Tribune Divestitures, representing selling costs incurred with their disposition. The net gain that resulted from the Nexstar Divestitures and the Tribune Divestitures was recorded in the Gain on disposal of stations, net in the Condensed Consolidated Statements of Operations. The cash consideration, the repayment of then-existing indebtedness of Tribune and the related fees and expenses were funded through a combination of proceeds from station divestitures, proceeds from the $1.120 billion 5.625% Notes due 2027 (See Note 9), new Term Loan A and Term Loan B borrowings (See Note 9) and cash on hand of Nexstar and Tribune. Subject to final determination, which is expected to occur within twelve months of the acquisition date, the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands): Assets acquired Cash and cash equivalents $ 1,289,251 Restricted cash and cash equivalents 16,609 Accounts receivable, net 366,820 Prepaid expenses and other current assets 106,070 Property and equipment 511,397 Goodwill 990,927 FCC licenses 1,249,286 Network affiliation agreements 1,303,858 Other intangible assets 742,114 Equity investments 1,460,440 Assets held for sale 239,750 Other noncurrent assets 276,099 Total assets acquired 8,552,621 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (363,632 ) Income taxes payable (126,562 ) Deferred tax liabilities (1,075,968 ) Other noncurrent liabilities (759,731 ) Total liabilities assumed (2,367,126 ) Noncontrolling interests (6,201 ) Net assets acquired and consolidated $ 6,179,294 The estimated purchase price allocation presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost, and market approaches. The fair value estimates (subject to final determination) are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. In the fourth quarter of 2019, Nexstar recorded measurement period adjustments to Tribune’s initial purchase price allocation as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) a decrease in property and equipment and FCC licenses of $8.9 million and $172.2 million, respectively, (ii) an increase in the network affiliation agreements and other intangible assets of $34.8 million and $252.0 million, respectively, (iii) a decrease in deferred tax liabilities and other long-term liabilities of $9.4 million and $8.0 million, respectively, (iv) a decrease in the equity investment in TV Food Network of $22.5 million as well as certain changes in the basis difference between the estimated fair values and carrying values of TV Food Network’s assets had the fair value of Nexstar’s investment been allocated to the identifiable assets of the investee, increasing the basis difference in TV Food Network’s amortizable assets and decreasing the basis difference in TV Food Network’s non-amortizable assets , and (v) a decrease in goodwill by $66.6 million due to the measurement period adjustments discussed in items (i) through (iv). The impact of the measurement period adjustments relating to the network affiliation agreements and other intangible assets to the results of operations is an increase in amortization of intangibles of $9.8 million from the acquisition date to December 31, 2019. The impact of the measurement period adjustment relating to the investment in TV Food Network to the results of operations is an increase in the amortization of the basis difference of $16.0 million from the acquisition date to December 31, 2019, which is included under “Income (loss) on equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. The increase in the amortization of basis difference was primarily due to the increase in the basis difference in TV Food Network’s amortizable assets. See Note 2 Restricted cash and cash equivalents primarily consist of funds held by Tribune to satisfy the remaining claim obligations pursuant to Tribune’s Chapter 11 reorganization (See Note 17). Property and equipment are being depreciated over their estimated useful lives ranging from 3 years to 39 years. The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets are amortized over an estimated weighted average useful life of 9 years. The equity investments primarily include Nexstar’s 31.3% ownership stake in TV Food Network with an estimated fair value of $1.447 billion. The remainder relates to various investments in private companies. See Note 7 for additional information. The assets held for sale mainly consist of a real estate property located in Chicago. The carryovers of the tax basis in goodwill ($634 million), FCC licenses ($60 million), network affiliation agreements ($102 million), other intangible assets ($288 million), equity investments ($360 million), and property and equipment, including assets held for sale ($246 million), are deductible for tax purposes. Nexstar also assumed Tribune’s pension and other postretirement benefit obligations (mainly included in other noncurrent liabilities). See Note 11 for additional information. The acquisition of a certain real estate property located in Chicago (included in property and equipment, net in the estimated purchase price allocation above) resulted in noncontrolling interest of $6.2 million, representing the ownership stake of a third party. The estimated fair value of the noncontrolling interest is estimated by applying the market approach valuation technique. In connection with the Merger, Nexstar assumed certain contingencies as described further in Note 17. Tribune’s net revenue of $471.6 million and operating income of $78.4 million from September 19, 2019 to December 31, 2019 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to the Merger, including legal and professional fees and severance costs of $54.5 million, $2.5 million, and $1.2 million, were expensed as incurred during the year ended December 31, 2019, 2018 and 2017, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. 2018 Acquisitions LKQD On January 16, 2018, Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of Likqid Media, Inc. (“LKQD”), a video advertising infrastructure company, for $97.0 million in cash, funded by a combination of borrowings under Nexstar’s revolving credit facility and cash on hand. The acquisition of LKQD broadened and diversified 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. The 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 42,475 Total assets acquired and consolidated 123,897 Less: Accounts payable and accrued expenses (18,816 ) Less: Taxes payable (1,065 ) Less: Deferred tax liabilities (6,984 ) 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 $1.3 million, along with other measurement period adjustments. LKQD’s net revenue of $34.2 million and operating income of $12.9 million from the date of acquisition to December 31, 2018 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Other 2018 Acquisitions During the year ended December 31, 2018, Nexstar acquired or consolidated certain assets related to five television stations in three markets. The total purchase price for these stations was $27.0 million in cash, of which $20.7 million was paid in 2018 funded by cash on hand. As of December 31, 2018, three of the stations acquired resulted in a noncontrolling interest of $6.5 million, representing the estimated value attributable to the sellers. On January 28, 2019, Nexstar completed the final closing of these stations, paid the remaining purchase price and acquired in full the noncontrolling interest of $6.4 million. T he fair values of the assets acquired and liabilities assumed are as follows (in thousands): Accounts receivable $ 2,091 Prepaid expenses 66 Broadcast rights 73 Property and equipment 5,833 FCC licenses 10,630 Network affiliation agreements 6,655 Goodwill 2,544 Other intangible assets 365 Other noncurrent assets 33 Total assets acquired 28,290 Less: Accounts payable and accrued expenses (1,311 ) Net assets acquired $ 26,979 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 2.5 years. The station’s net revenue of $7.6 million and operating income of $4.6 million in 2018 have been included in the accompanying Consolidated Statements of Operations . Transaction costs relating to these acquisitions were not significant during the year ended December 31, 2018 2017 Acquisitions and Dispositions Merger with Media General On January 17, 2017, Nexstar completed its merger with Media General (“2017 merger”). Prior to the completion of the 2017 merger, Media General owned, operated or serviced 78 full power television stations in 48 markets. In connection with the 2017 merger, Nexstar sold the assets of seven of Media General’s full power television stations in seven markets. The full power television stations acquired and consolidated by Nexstar as a result of the 2017 merger, net of divestitures of Media General stations, were as follows: Market Rank at Acquisition Market Full Power Stations Primary Affiliation Nexstar: 6 San Francisco, CA KRON MNTV 11 Tampa, FL WFLA, WTTA NBC, MNTV 24 Raleigh, NC WNCN CBS 25 Portland, OR KOIN CBS 27 Indianapolis, IN WISH, WNDY The CW, MNTV 29 Nashville, TN WKRN ABC 30 New Haven, CT WTNH, WCTX ABC, MNTV 32 Columbus, OH WCMH NBC 37 Spartanburg, SC WSPA, WYCW CBS, The CW 39 Austin, TX KXAN, KBVO NBC, MNTV 42 Portsmouth, VA WAVY, WVBT NBC, FOX 43 Harrisburg, PA WHTM ABC 44 Grand Rapids, MI WOOD, WOTV NBC, ABC 45 Birmingham, AL WIAT CBS 48 Albuquerque, NM KRQE, KREZ, KBIM CBS 52 Providence, RI WPRI CBS 53 Buffalo, NY WIVB, WNLO CBS, The CW 55 Richmond, VA WRIC ABC 59 Albany, NY WTEN, WCDC ABC, ABC 60 Mobile, AL WKRG, WFNA CBS, The CW 62 Knoxville, TN WATE ABC 64 Dayton, OH WDTN NBC 65 Honolulu, HI KHON, KHAW, KAII FOX, FOX, FOX 66 Wichita, KS KSNW, KSNC, KSNG, KSNK NBC 88 Colorado Springs, CO KXRM FOX 91 Savannah, GA WSAV NBC 94 Charleston, SC WCBD NBC 95 Jackson, MS WJTV CBS 98 Tri-Cities, TN-VA WJHL CBS 100 Greenville, NC WNCT CBS 102 Florence, SC WBTW CBS 109 Sioux Falls, SD KELO, KDLO, KPLO CBS 110 Ft. Wayne, IN WANE CBS 111 Augusta, GA WJBF ABC 113 Lansing, MI WLNS CBS 114 Springfield, MA WWLP NBC 115 Youngstown, OH WKBN CBS 120 Lafayette, LA KLFY CBS 127 Columbus, GA WRBL CBS 135 Topeka, KS KSNT NBC 168 Hattiesburg, MS WHLT CBS 172 Rapid City, SD KCLO CBS VIEs: 39 Austin, TX KNVA The CW 48 Alburquerque, NM KASY, KRWB, KWBQ MNTV, The CW, The CW 52 Providence, RI WNAC FOX 59 Albany, NY WXXA FOX 64 Dayton, OH WBDT NBC 113 Lansing, MI WLAJ ABC 115 Youngstown, OH WYTV ABC 135 Topeka, KS KTKA ABC As discussed in Note 2, Nexstar is the primary beneficiary of its variable interests in Shield, Tamer, Vaughan, WNAC, LLC and 54 Broadcasting and has consolidated these entities, including the stations they own. Upon the completion of the 2017 merger, each issued and outstanding share of common stock, no par value, of Media General immediately prior to the effective time of the 2017 merger, was converted into the right to receive: (i) $10.55 in cash, without interest (the “2017 merger cash consideration”), (ii) 0.1249 of a share of Nexstar’s Class A Common Stock (the “Nexstar Common Stock”), par value $0.01 per share (the “Stock Consideration”), and (iii) one non-tradeable contingent variable right (“CVR”) representing the right to receive a pro rata share of the net proceeds from certain disposition of Media General’s spectrum in the FCC’s spectrum incentive auction (the “FCC auction”), subject to and in accordance with the contingent value rights agreement governing the CVRs. The CVR, together with the Stock Consideration and the 2017 merger cash consideration, are collectively referred to as the “2017 Merger Consideration”. The CVRs are not transferable, except in limited circumstances specified in the agreement governing the CVRs. Upon the completion of the 2017 merger, each unvested Media General stock option outstanding immediately prior to the effective time became fully vested and was converted into an option to purchase Nexstar Common Stock at the same aggregate price as provided in the underlying Media General stock option, with the number of shares of Nexstar Common Stock adjusted to account for the 2017 merger cash consideration and the exchange ratio for the Stock Consideration. Additionally, the holders of Media General stock options received one CVR for each share subject to the Media General stock option immediately prior to the effective time. All other equity-based awards of Media General outstanding immediately prior to the merger vested in full and were converted into the right to receive the 2017 Merger Consideration. The following table summarizes the components of the total consideration paid, payable or issued upon closing of the 2017 merger (in thousands): Cash Consideration $ 1,376,108 Nexstar Common Stock issued (15,670,094 shares) 995,835 Reissued Nexstar Common Stock from treasury (560,316 shares) 35,608 Stock option replacement awards (228,438 options) 10,702 Repayment of Media General debt, including premium and accrued interest 1,658,135 Contingent consideration liability (CVR) 271,008 $ 4,347,396 Concurrent with the closing of the 2017 merger, Nexstar sold the assets of 12 full power television stations in 12 markets, five of which were previously owned by Nexstar and seven of which were previously owned by Media General. Nexstar sold the Media General stations for a total consideration of $427.6 million and recognized a loss on disposal of $4.7 million (the “Media General Divestitures”). Nexstar sold its stations for $114.4 million and recognized gain on disposal of $62.4 million (the “Nexstar 2017 Divestitures”). The net gain recognized from these divestitures was included as a separate line item in the accompanying Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2017. The 2017 cash consideration, the repayment of Media General debt, including premium and accrued interest, and the related fees and expenses were funded through a combination of cash on hand, proceeds from the Nexstar 2017 Divestitures and the Media General Divestitures and borrowings during 2017. On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC to surrender the spectrum of 11 stations previously owned or operated by Media General. The gross proceeds were recorded as liability to surrender spectrum asset pending the relinquishment of spectrum assets or conversion from UHF to VHF. In November 2017, one station went off the air. During 2018, eight stations ceased broadcasting on their previous channels and implemented channel sharing agreements. In 2019, one station moved to a VHF channel and vacated its former channel. These relinquishments of spectrum resulted in the derecognition of the associated spectrum asset and liability to surrender spectrum asset. The remaining station will convert from UHF to VHF in May 2020. See Note 16 for additional information with respect to the auctioned spectrum. On August 28, 2017, Nexstar completed the $258.6 million initial payments of the CVR to the holders, which represents the majority of the estimated amount due. As of December 31, 2019, the remaining amount payable to the CVR holders is estimated at $12.3 million. The acquisition’s net revenue of $1.412 billion and operating income of $300.4 million from January 17, 2017 to December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to the merger, including legal and professional fees and severance costs, were $52.4 million and $8.4 million during the years ended December 31, 2017 and 2016, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. WVMH On January 31, 2017, Nexstar completed its acquisition of the assets of three CBS affiliated full power television stations and one NBC affiliated full power television station from West Virginia Media Holdings, LLC (“WVMH”). The stations affiliated with CBS are WOWK in the Charleston-Huntington, West Virginia market, WTRF in the Wheeling, West Virginia-Steubenville, Ohio market and WVNS in the Bluefield-Beckley-Oak Hill, West Virginia market. WBOY in the Clarksburg-Weston, West Virginia market is affiliated with NBC. This acquisition allowed Nexstar’s entrance into these markets. Nexstar provided programming and sales services to these stations pursuant to a TBA from December 1, 2015 through the completion of the acquisition The total purchase price of this transaction was $131.9 million in cash, of which $66.9 million, $58.5 million and $6.5 million was paid in 2017, 2016 and 2015, respectively. The purchase price was funded through a combination of cash on hand and borrowings. The stations’ net revenue of $51.3 million and operating income of $11.5 million during the year ended December 31, 2017 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. No Other 2017 Acquisitions During the year ended December 31, 2017, the Company acquired certain assets related to two other television stations in four markets. The total purchase price for these stations was $8.1 million in cash, of which $4.9 million was paid in 2017 and $3.2 million was paid as a deposit in 2014. The purchase price of these acquisitions was funded by cash on hand. Unaudited Pro Forma Information Other than Tribune (acquired in 2019) and Media General (acquired in 2017), the acquisitions completed during 2019, 2018 and 2017 are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma financial information has not been provided. The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of Tribune and Media General had occurred on January 1, 2018 and January 1, 2016, respectively. The 2017 period does not include the pro forma effects of the Tribune acquisition, and as such will not provide comparability to the 2019 and 2018 periods presented in the following tables (in thousands): Years Ended December 31, 2019 2018 2017 Net revenue $ 4,023,138 $ 4,266,475 $ 2,484,214 Income before income taxes 429,784 656,864 288,279 Net income 300,711 502,694 503,871 Net income attributable to Nexstar 295,061 503,947 503,541 The unaudited pro forma financial information combined the historical results of operations, adjusted for business combination accounting effects including transaction costs, the station divestitures, the net gain on disposal of stations previously owned by Nexstar, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of Tribune and Media General had taken place on January 1, 2018 and January 1, 2016, respectively, because the pro forma results do not reflect expected synergies. Future Acquisitions On November 5, 2019, Nexstar entered into purchase and sale agreements with Fox Television Stations, LLC, a Delaware limited liability company and subsidiary of Fox Corporation (“Fox”), whereby Nexstar will purchase the Fox affiliate WJZY and the MyNetworkTV affiliate WMYT in the Charlotte, NC market from Fox for approximately $45.0 million in cash, and will sell to Fox the Fox affiliate KCPQ and the MyNetworkTV affiliate KZJO in the Seattle, WA market, as well as the Fox affiliate WITI in the Milwaukee, WI market, for approximately $350.0 million in cash, subject to customary adjustments. The transaction, which has received FCC approval, closed on March 2, 2020. Other future acquisition and disposal activities are also discussed in Note 22 —Subsequent Events |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2019 2018 Buildings and improvements 39 $ 354,046 $ 231,270 Land N/A 305,067 126,926 Leasehold improvements term of lease 57,301 27,573 Studio and transmission equipment 5-15 691,216 555,389 Computer equipment 3-5 121,190 97,180 Furniture and fixtures 7 24,563 18,720 Vehicles 5 48,980 38,398 Construction in progress N/A 187,229 74,924 1,789,592 1,170,380 Less: accumulated depreciation and amortization (499,164 ) (438,842 ) Property and equipment, net $ 1,290,428 $ 731,538 The increase in property and equipment primarily relates to the acquisition of Tribune (see Note 3), spectrum repack projects and routine purchases of property and equipment, less disposals. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5: Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following, as of December 31 (dollars in thousands): Estimated 2019 2018 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,223,906 $ (691,640 ) $ 2,532,266 $ 1,977,825 $ (575,860 ) $ 1,401,965 Other definite-lived intangible assets 1-20 961,350 (233,996 ) 727,354 246,137 (156,179 ) 89,958 Other intangible assets $ 4,185,256 $ (925,636 ) $ 3,259,620 $ 2,223,962 $ (732,039 ) $ 1,491,923 The increases in network affiliation agreements and other definite-lived intangible assets primarily relate to assets acquired in connection with the Merger, less assets disposed from station related divestitures as discussed in Note 3 above. Upon adoption of ASC 842 on January 1, 2019, the Company’s other intangible assets amounting to $24.2 million representing favorable leases, net were reclassified to ROU assets which are included in the “other noncurrent assets, net” in the Consolidated Balance Sheets (see Note 2). As discussed in Note 2—Variable Interest Entities, Nexstar deconsolidated Marshall effective in December 2019. As such, Marshall’s network affiliation agreements with a carrying amount of $13.2 million as of December 31, 2019 were excluded from the intangible assets presented in the above table for 2019. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2019 (in thousands): 2020 $ 288,771 2021 280,525 2022 278,456 2023 277,304 2024 276,819 Thereafter 1,857,745 $ 3,259,620 The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2019 and 2018 are as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2018 $ 2,257,774 $ (89,820 ) $ 2,167,954 $ 1,825,678 $ (47,410 ) $ 1,778,268 Acquisitions (See Note 3) 990,927 - 990,927 1,249,286 - 1,249,286 Nexstar Divestitures (See Note 3) (98,834 ) - (98,834 ) (92,763 ) - (92,763 ) Impairment - (42,474 ) (42,474 ) - - - Deconsolidation of Marshall (See Note 2) (19,154 ) - (19,154 ) (13,326 ) - (13,326 ) Measurement period adjustments related to prior year acquisitions (1,544 ) - (1,544 ) - - - Balances as of December 31, 2019 $ 3,129,169 $ (132,294 ) $ 2,996,875 $ 2,968,875 $ (47,410 ) $ 2,921,465 Included in the amount of Acquisitions of goodwill of $990.9 million and FCC licenses of $1.249 billion as described above are the measurement period adjustments to the initial Tribune purchase price allocation resulting to a reduction to goodwill amounting to $66.6 million and a reduction to FCC licenses amounting to $172.2 million. During 2019, Nexstar recorded measurement period adjustments related to a station acquired in 2018 and recognized a $1.5 million reduction to goodwill, representing working capital adjustments. As discussed in Note 2, the Company has one broadcast business reporting unit, one cable network reporting unit and one digital reporting unit for purposes of annual goodwill impairment review as of December 31, 2019. The Company’s annual impairment review of FCC licenses is performed at the station market level. In the fourth quarter of 2019 and 2018, the Company performed its annual impairment tests on goodwill and FCC licenses attributable to the broadcast business using the qualitative analysis approach Due to the actual and projected decreases in operating results of the Company’s digital reporting unit, management reviewed the recoverability of this unit’s definite-lived intangible assets and performed quantitative impairment analysis on goodwill during the third quarter of 2019. The long-term projected effect of the deterioration in customer relationships, mainly driven by marketplace changes on select demand-side platform customers, led to the decrease in this business unit’s current operating results and forecasts. Based on the analysis of estimated undiscounted future pre-tax cash flows expected to result from the use of the intangible assets and its eventual disposition, and analysis of estimated fair value of the reporting unit using a combination of income and market approach method, management determined that the carrying values of definite-lived intangible assets and goodwill are not recoverable and recorded a non-cash pre-tax impairment charge of $20.8 million and $42.5 million, respectively, in the third quarter of 2019. As of December 31, 2019, there are no significant long-lived assets remaining in this asset group and the digital reporting unit has no remaining balance of goodwill. No other events or circumstances were noted in 2019 that would indicate impairment of the Company’s other definite-lived intangible assets and goodwill. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 6: Assets H eld for Sale Assets held for sale in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2019 2018 Real estate $ 240,524 $ 4,417 The increase in assets held for sale is due to new assets acquired in connection with the Merger (See Note 3 above) and mainly consist of a real estate property located in Chicago. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | Note 7: Investments Investments consist of the following (in thousands): 2019 2018 Equity method investments $ 1,471,866 $ 13,666 Other equity investments 5,487 305 Total investments $ 1,477,353 $ 13,971 Equity Method Investments The Company’s equity method investments primarily included TV Food Network (in which Nexstar has an ownership stake of 31.3%) with a book value of $1.452 billion as of December 31, 2019. The Company received cash distributions from TV Food Network totaling $14.8 million in 2019. The Company also received cash distributions from other equity method investments totaling $2.7 million in 2019. TV Food Network owns and operates “The Food Network,” a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel,” a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems. The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2020. Nexstar would be entitled to its proportionate share of distributions to partners in the event of a liquidation, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805 “Business Combinations.” Additionally, the Company measured its estimated share of the basis difference attributable to investees’ goodwill. In connection with Nexstar’s Merger with Tribune, Nexstar estimated a total of $853.0 million for its share of the basis difference attributable to investees’ amortizable intangible assets. Nexstar also estimated a basis difference of $501.8 million attributable to investees’ goodwill. The Company amortizes the basis differences attributable to tangible assets and intangible assets subject to amortization and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in the accompanying Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2019, the remaining identifiable assets subject to amortization of basis difference totaled $808.3 million and have a weighted average remaining useful life of approximately 8 years. Income on equity investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income consisted of the following (in thousands): 2019 2018 2017 Income on equity investments, net, before amortization of basis difference $ 63,107 $ (1,907 ) $ (1,017 ) Amortization of basis difference (45,182 ) (529 ) (251 ) Income on equity investments, net $ 17,925 $ (2,436 ) $ (1,268 ) Summarized financial information for TV Food Network is as follows (in thousands): September 19, 2019 to December 31, 2019 Net revenue $ 369,014 Costs and expenses 163,657 Income from operations 205,357 Net income 208,487 Net income attributable to Nexstar Media Group, Inc. 65,244 December 31, 2019 Current assets $ 845,151 Noncurrent assets 405,161 Current liabilities 138,749 Noncurrent liabilities 11,111 Other Equity Investments Other equity investments are investments without readily determinable fair values. All of the Company’s other equity investments, including those acquired through the Merger with Tribune, are ownership interests in private companies. These assets were recorded at cost, subject to periodic evaluation of the carrying values. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 8: Accrued Expenses Accrued expenses consisted of the following, as of December 31 (in thousands): 2019 2018 Compensation and related taxes $ 88,372 $ 44,269 Broadcast rights payable 120,165 8,340 Network affiliation fees 62,901 21,916 Interest payable 88,600 32,047 Capital expenditures 25,410 18,273 Other 157,228 51,052 $ 542,676 $ 175,897 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt Long-term debt consisted of the following, as of December 31 (in thousands): 2019 2018 Term loans $ 5,914,703 $ 2,445,169 Revolving loans - 5,628 6.125% Senior unsecured notes due 2022 - 275,000 5.875% Senior unsecured notes due 2022 - 400,000 5.625% Senior unsecured notes due 2024 900,000 900,000 5.625% Senior unsecured notes due 2027 1,785,000 - Total outstanding principal 8,599,703 4,025,797 Less: unamortized financing costs and discount - Term Loans (104,281 ) (37,679 ) Less: unamortized financing costs and discount - 6.125% Notes due 2022 - (1,556 ) Less: unamortized financing costs and premium - 5.875% Notes due 2022 - 6,233 Less: unamortized financing costs and discount - 5.625% Notes due 2024 (9,955 ) (11,792 ) Less: unamortized financing costs and premium - 5.625% Notes due 2027 7,121 - Total outstanding debt 8,492,588 3,981,003 Less: current portion (109,310 ) (96,093 ) Long-term debt, net of current portion $ 8,383,278 $ 3,884,910 Nexstar Senior Secured Credit Facility During the year ended December 31, 2019, Nexstar prepaid a total of $180.0 million in principal balance under its Term Loan B and repaid scheduled maturities of $41.5 million of its Term Loan A, both funded by cash on hand. The prepayments of Term Loan B during 2019 resulted in a total loss on extinguishment of debt of $3.7 million, representing the write-off of unamortized debt financing costs and debt discounts. On September 19, 2019, Nexstar amended its senior secured credit facility. The main provisions of the amendment included the following: • $675.0 million in new Term Loan A borrowing, issued at 99.31%, maturing on September 19, 2024. • $3.065 • the financial covenant was reset, requiring quarterly compliance with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The Company recorded $69.9 million and $10.1 million in legal, professional and underwriting fees related to the new Term Loan B and Term Loan A, respectively, during the year ended December 31, 2019. These costs were recorded as “debt financing costs” and are being amortized using effective interest method over the terms of each related debt. Unamortized debt financing costs are deducted from the carrying amount of the related debt. The proceeds from the new Term Loans, together with proceeds from the previously issued $1.120 billion 5.625% Notes due 2027 at par (discussed in more detail below), the net proceeds from certain station divestitures (See Note 3) and cash on hand of Nexstar and Tribune were used to finance the following: • $4.2 billion Cash Consideration of the Merger (See Note 3); • $2.99 billion repayment of Tribune debt, including premium and accrued interest (See Note 3); and • related transactions, fees and expenses As of December 31, 2019, Nexstar’s Term Loan A had outstanding principal balances of $675.0 million (due September 19, 2024) and $788.1 million (due October 26, 2023). As of December 31, 2018, Nexstar’s Term Loan A had an outstanding principal balance of $829.5 million (due October 26, 2023). As of December 31, 2019, Nexstar’s Term Loan B had outstanding principal balances of $3.065 billion (due September 18, 2026) and $1.139 billion (due January 17, 2024). As of December 31, 2018, Nexstar’s Term Loan B had an outstanding principal balance of $1.319 billion (due January 17, 2024). No amounts were outstanding under the Nexstar revolving credit facility as of each of the years then ended. Interest rates are selected at Nexstar’s option and the applicable margin is adjusted quarterly as defined in Nexstar’s amended credit agreement. As of December 31, 2019, the interest rates of Nexstar’s Term Loan A were both 3.51% and the interest rates of Nexstar’s Term Loan B range from 4.01% to 4.51%. As of December 31, 2018, the interest rate of Nexstar’s Term Loan A and Term Loan B were 4.27% and 4.77%, respectively. The interest rate on Nexstar’s revolving credit facility was 3.51% and 4.27% as of December 31, 2019 and 2018, respectively. Interest is payable periodically based on the type of interest rate selected. Additionally, Nexstar is required to pay quarterly commitment fees on the unused portion of its revolving loan commitment of 0.5% per annum. Mission Senior Secured Credit Facility During the year ended December 31, 2019, Mission repaid scheduled maturities of $2.3 million of its Term Loan B. As of December 31, 2019 and 2018, Mission’s Term Loan B had outstanding principal balances of $226.2 million and $228.5 million, respectively, and none outstanding under its revolving credit facility as of each of the years then ended. The Term Loan B has a maturity date of January 17, 2024. Terms of the Mission senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar senior secured facility described above. Interest rates are selected at Mission’s option and the applicable margin is adjusted quarterly as defined in Mission’s amended credit agreement. The interest rate of Mission’s Term Loan B was 4.01% and 4.77% as of December 31, 2019 and 2018, respectively. The interest rate on Mission’s revolving credit facility was 3.51% and 4.27% as of December 31, 2019 and 2018, respectively. Marshall Senior Secured Credit Facility As of December 31, 2018, Marshall’s Term Loan A and revolving credit facility had outstanding principal balances of $45.6 million and $5.6 million, respectively. During the year ended December 31, 2019, Marshall repaid $2.3 million scheduled maturities of its Term Loan A. On November 29, 2019, Nexstar assigned its guarantee obligation of Marshall’s credit agreement to Mission in exchange for the payment of $50 million cash to Mission. The payment was recorded as an intercompany advance between Nexstar and Mission and is eliminated in consolidation. As a result of the assignment, Mission became the guarantor of Marshall’s debt and Nexstar is no longer a guarantor. On November 29, 2019, Marshall defaulted on the payment of principal and interest and other payments due to the third-party bank lenders. Following the default, Mission paid the outstanding principal balances of Marshall’s Term Loan A and revolving credit facility of $43.2 million and $5.6 million, respectively, plus accrued and unpaid interest. After making the payment, Mission became Marshall’s new lender under the same Marshall credit agreement. Mission recognized a loan receivable from Marshall totaling $48.9 million as a result of these transactions. As discussed in Note 2—Variable Interest Entities, Nexstar has deconsolidated Marshall effective in December 2019. As such, the outstanding principal balance of loans that Marshall owes Mission is excluded from the current portion of debt in the accompanying Consolidated Balance Sheet as of December 31, 2019. Mission’s loan receivable from Marshall, however, is retained and included in other noncurrent assets in the accompanying Consolidated Balance Sheet as of December 31, 2019. The Company believes this receivable is collectible. The Company will continue to evaluate future developments on Marshall’s bankruptcy process. Shield Senior Secured Credit Facility During the year ended December 31, 2019, Shield repaid $1.2 million scheduled maturities of its Term Loan A. As of December 31, 2019 and 2018, Shield’s Term Loan A had outstanding principal balances of $21.8 million and $23.0 million, respectively. Terms of the Shield senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar senior secured credit facility described above. Interest rates are selected at Shield’s option and the applicable margin is adjusted quarterly as defined in Shield’s amended credit agreement. The interest rate on Shield’s Term Loan A was 3.51% and 4.27% as of December 31, 2019 and 2018, respectively. Unused Commitments and Borrowing Availability The Company had $139.7 million of total unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of December 31, 2019. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of December 31, 2019, the Company was in compliance with its financial covenants. 5.625% Notes due 2027 On July 3, 2019, Nexstar completed the sale and issuance of $1.120 billion 5.625% Notes due 2027 at par. The gross proceeds of the 5.625% Notes due 2027 were initially deposited into a segregated escrow account. The escrow account was subsequently released on September 19, 2019 to Nexstar to partially fund the closing of the Merger (See Note 3). On November 22, 2019, Nexstar completed the issuance and sale of $665.0 million aggregate principal amount of additional 5.625% Notes due 2027. These additional notes were issued at a price of 104.875%, resulting in a debt premium of $27.4 million after giving effect to fees and expenses related thereto. These additional notes are treated as a single series with the 5.625% Notes due 2027 issued on July 3, 2019. The net proceeds from this issuance were used to redeem the 5.875% Notes due 2022 and the 6.125% Notes due 2022, including any premium and accrued and unpaid interest. As of December 31, 2019, the total outstanding principal balance of the 5.625% Notes was $1.785 billion. The will mature on July 15, 2027. Interest on the 5.625% Notes due 2027 is payable semiannually in arrears on January 15 and July 15 of each year. The 5.625% Notes due 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”). In 2019, Nexstar recorded $21.0 million in legal, professional and underwriting fees related to the 5.625% Notes due 2027. These costs were netted against the debt premium from the issuance of the additional notes. The net debt premium is being amortized using the effective interest method over the term of the debt. As of December 31, 2019, the unamortized balance of debt premium is added to the carrying amount of the 5.625% Notes due 2027. Nexstar has the option to redeem all or a portion of the 5.625% Notes due 2027 at any time prior to July 15, 2022 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus a make whole premium. At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes due 2027, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date. Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2027), each holder of the 5.625% Notes due 2027 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 5.625% Notes due 2027 contain covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates. The indenture governing the 5.625% Indenture due 2027 provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes due 2027 may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes due 2027 to be due and payable. 5.625% Notes due 2024 On July 27, 2016, Nexstar completed the issuance and sale of $900.0 million of 5.625% Notes due 2024 at par. The proceeds were used to partially fund Nexstar’s merger with Media General consummated on January 17, 2017 (See Note 3). The 5.625% Notes due 2024 will mature on August 1, 2024. Interest on the 5.625% Notes due 2024 is payable semiannually in arrears on February 1 and August 1 of each year. The 5.625% Notes due 2024 were issued pursuant to an Indenture, dated as of July 27, 2016 (the “5.625% Indenture due 2024”). The 5.625% Notes due 2024 are senior unsecured obligations of Nexstar and are guaranteed by Mission and certain of Nexstar’s and Mission’s future 100% owned subsidiaries, subject to certain customary release provisions. The 5.625% Notes due 2024 are senior obligations of Nexstar and Mission but junior to the secured debt to the extent of the value of the assets securing such debt. The 5.625% Notes due 2024 rank equal to the 5.625% Notes due 2027. At any time on or after August 1, 2019, Nexstar may redeem the 5.625% Notes due 2024, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2024. Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2024), each holder of the 5.625% Notes due 2024 may require Nexstar to repurchase all or a portion of the 5.625% Notes due 2024 in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 5.625% Indenture due 2024 contains covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates. The 5.625% Indenture due 2024 provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes due 2024 may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes due 2024 to be due and payable. 5.875% Notes On January 17, 2017, Nexstar assumed the $400.0 million 5.875% Notes due 2022 previously issued by Media General’s subsidiary as part of Nexstar’s merger with Media General (See Note 3). On November 22, 2019, Nexstar redeemed the outstanding principal amount of the 5.875% Notes in full at a redemption price equal to 101.469%, plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $1.2 million, representing premiums paid to retire the notes less the write-off of unamortized debt premium. Nexstar funded the redemption through the proceeds from the issuance of the additional 5.625% Notes due 2027 discussed above. 6.125% Senior Unsecured Notes On January 29, 2015, Nexstar completed the issuance and sale of $275.0 million 6.125% Notes at par. On November 22, 2019, Nexstar redeemed all the outstanding principal amount of the 6.125% Notes in full at a redemption price equal to 101.531%, plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $5.4 million, representing premiums paid to retire the notes and write-off of unamortized debt financing costs. Nexstar funded the redemption through the proceeds from the issuance of the additional 5.625% Notes due 2027 discussed above. 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 and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, are both guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of the 5.625% 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 2021 and 2028) 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 credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 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 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 December 31, 2019, the Company was in compliance with its financial covenants. Debt Maturities The scheduled maturities of the Company’s debt, excluding the unamortized financing costs, discounts and premium, as of December 31, 2019 are summarized as follows (in thousands): 2020 $ 109,310 2021 126,360 2022 165,436 2023 722,766 2024 2,779,081 Thereafter 4,696,750 $ 8,599,703 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 10: Leases The Company as a Lessee The Company has operating and finance leases for office space, vehicles, tower facilities, antenna sites, studio and other real estate properties and equipment. The Company’s leases have remaining lease terms of one month to 95 years, some of which may include options to extend the leases from one to 99 years, and some of which may include options to terminate the leases within one year. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as of December 31, 2019 were not material and are excluded (In thousands) Balance Sheet Classification December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 235,285 Current lease liabilities Other current liabilities $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $2,526 Property, plant and equipment, net $ 8,138 Current lease liabilities Other current liabilities $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 15,177 On September 19, 2019, the Company recognized $141.5 million of ROU assets, $18.6 million in current lease liabilities and $122.8 million in noncurrent lease liabilities in connection with Nexstar’s Merger with Tribune. See Note 3 for additional information about the Merger. Operating lease expenses for the years ended December 31, 2019, 2018, and 2017 were $28.5 million, $22.8 million and $24.6 million, respectively. During the year ended December 31, 2019, $15.4 million of operating lease costs are included in direct operating expenses, excluding depreciation and amortization, and $13.1 million of operating lease costs are included in selling, general and administrative expenses, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. The depreciation expense and interest expense associated with finance leases during the year ended December 31, 2019 were not material. Other information related to leases as of December 31, 2019 was as follows (in thousands, except lease term and discount rates): Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,345 Operating cash flows from finance leases 943 Financing cash flows from finance leases 822 Weighted Average Remaining Lease Term Operating leases 7.4 years Finance leases 11.6 years Weighted Average Discount Rate Operating leases 5.3 % Finance leases 5.7 % Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows (in thousands): Operating Leases Finance Leases 2020 $ 45,669 $ 1,795 2021 39,278 1,843 2022 36,421 1,803 2023 33,067 1,818 2024 30,076 1,833 Thereafter 85,745 13,365 Total future minimum lease payments 270,256 22,457 Less: imputed interest (49,491 ) (6,380 ) Total $ 220,765 $ 16,077 The Company as a Lessor The Company has various arrangements under which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As part of the adoption, the Company elected the practical expedient to combine lease and non-lease components in its lessor arrangements. |
Retirement and Postretirement P
Retirement and Postretirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | Note 11: Retirement and Postretirement Plans On January 17, 2017, Nexstar assumed Media General’s pension and postretirement plan obligations upon consummation of the merger of the entities (See Note 3). As a result, Nexstar 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. Nexstar 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. On September 19, 2019, Nexstar assumed Tribune’s pension and postretirement obligations upon consummation of the merger of the entities (See Note 3). As a result, Nexstar has a qualified and non-contributory defined benefit retirement plan which covers certain of Tribune’s employees and former employees. This retirement plan is frozen in terms of pay and service. Nexstar also assumed three defined benefit pension plans (two of which are frozen with the third representing 2% of the total Tribune related projected benefit obligation) for Tribune’s other employees and former employees. These three plans are not material individually or in aggregate. Nexstar also provides postretirement health care and life insurance benefits to eligible employees (who retired prior to January 1, 2016) under a variety of plans. As of the closing of Nexstar’s merger with Tribune, the projected benefit obligation of the retirement plans was approximately $2.091 billion and the plan assets at fair value were approximately $1.673 billion resulting in a net liability for retirement plans of $418.2 million (included in other noncurrent liabilities). The Company uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”). The Company recognizes the overfunded or underfunded status of these pension and other postretirement plans as an asset or liability in its Consolidated Balance Sheet and recognizes changes in that funded status in the year in which changes occur through comprehensive income (loss). The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation. Benefit Obligations The following table provides a reconciliation of the changes in the plans’ benefit obligations for the years ended December 31, 2019 and 2018 (in thousands) Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Change in benefit obligations: Benefit obligations at beginning of period $ 423,700 $ 460,862 $ 21,409 $ 23,374 $ - $ - Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) - - - - 2,091,029 6,813 Service cost - - 12 16 271 - Interest cost 15,517 13,965 765 689 15,650 41 Participant contributions - - - 20 - 4 Plan amendments - - (364 ) - - - Actuarial (gain) loss 41,483 (21,568 ) 2,516 (1,362 ) (9,627 ) (239 ) Benefit payments (30,099 ) (29,559 ) (1,770 ) (1,328 ) (28,043 ) (176 ) Benefit obligations at end of period (1)(2) $ 450,601 $ 423,700 $ 22,568 $ 21,409 $ 2,069,280 $ 6,443 ( 1 ) Unless required, the Company’s policy for certain pension benefits to Media General plans is to fund benefits under the supplemental executive retirement, ERISA Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2019, the benefit obligation related to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $55.1 million. ( 2 ) As of December 31, 2019, the pension benefit obligation includes $395.5 million related to Media General plans that is substantially funded by plan assets. These plan assets cover approximately 95% of the benefit obligation. As of December 31, 2019, the $2.069 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 82% of such benefit obligation. The Plans’ benefit obligations were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Discount rate 3.08 % 4.12 % 3.00 % 4.06 % 3.09 % 2.53 % Compensation increase rate - - 2.00 % 2.00 % - - Plan Assets The following table provides a reconciliation of the changes in the fair value of the plans’ assets for the years ended December 31, 2019 and 2018 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Change in plan assets: Fair value of plan assets at beginning of period $ 330,914 $ 381,455 $ - $ - $ - $ - Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) 1,672,788 Actual return on plan assets 69,765 (25,108 ) - - 57,527 - Employer contributions 4,154 4,126 1,769 1,308 - 172 Participant contributions - - - 20 - 4 Benefit payments (30,099 ) (29,559 ) (1,769 ) (1,328 ) (28,043 ) (176 ) Fair value of plan assets at end of period $ 374,734 $ 330,914 $ - $ - $ 1,702,272 $ - The asset allocation for the Company’s funded retirement plans at the end of 201 9 , and the asset allocation range for 20 20 , by asset category, are as follows: Media General Tribune Asset Allocation Percentage of Plan Assets at Year End Asset Allocation Percentage of Plan Assets at Year End Asset category: 2020 2019 2020 2019 Equity securities 40% 37% 50% 50% Fixed income securities 60% 62% 45% 45% Other - 1% 5% 5% Total 100% 100% As the plan sponsor of the funded retirement plans, the Company’s investment strategy is to achieve a rate of return on the plans’ assets that, over the long-term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plans’ returns is the asset allocation policy. The investment policy for plan assets related to Media General plans provides ranges (3-23% U.S. large cap equity, 0-13% U.S. small/mid cap equity, 0-19% international/global equity, 0-17% other equity, 50-70% fixed income and 0-10% cash) for the plans’ long-term asset mix. The Company periodically (at least annually) reviews and rebalances the asset mix if necessary. The Company also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes. The investment policy related to Media General plans is reviewed frequently and administered by an investment consultant. Periodically, the Company evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the defined objectives, similarly invested portfolios and specific market indices. The policy contains general guidelines for prohibited transactions such as borrowing of money, purchase of securities on margin, short sales, pledging any securities except loans of securities that are fully-collateralized and purchase or sale of futures or options for speculation or leverage. Restricted transactions include purchase or sale of commodities, commodity contracts or illiquid interests in real estate or mortgages, purchase of illiquid securities such as private placements and use of various futures and options for hedging or for taking limited risks with a portion of the portfolio’s assets. Investments in Common Collective Trust Funds do not have any unfunded commitments, and do not have any applicable liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business days’ notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as follows: • Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total return performance of their respective benchmarks in both the U.S. and International markets. • Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective benchmarks. • Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks. The investment policy for plan assets related to the Tribune plans is to invest in a variety of investments for long-term growth in order to satisfy the benefit obligations of the Company’s pension plans. Accordingly, when making investment decisions, the Company endeavors to strategically allocate assets within asset classes in order to enhance long-term real investment returns and reduce volatility. The asset allocation is monitored on a quarterly basis and rebalanced as necessary. Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks. Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds) and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks. Other investments include investments in private real estate assets, private equity funds and venture capital funds. The private equity and venture capital investments use the median internal rate of return for the given strategy and vintage year in the Thomson One/Cambridge database as their benchmarks. The real estate assets use the National Council of Real Estate Investment Fiduciaries Property Index as their benchmark. The following table sets forth, by asset category, the Company’s pension plan assets as of December 31, 2019 and 2018, using the fair value hierarchy established under ASC Topic 820 as described in Note 12. The fair value hierarchy in the tables exclude certain investments which are valued using net asset value (“NAV”) as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2019 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 57,854 $ - $ - $ 57,854 $ 605,572 $ - $ - $ 605,572 Common collective trusts - - - - - 6,981 - 6,981 Fixed income U.S. government securities - - - - - 347,091 - 347,091 Corporate bonds - - - - - 363,720 - 363,720 Mortgage-backed and asset-backed securities - - - - - 63,504 - 63,504 Other (1) 891 - - 891 - (156,893 ) - (156,893 ) Pooled separate account - - - - - 16,188 - 16,188 Total pension plan assets measured at fair value $ 58,745 $ - $ - 58,745 $ 605,572 $ 640,591 $ - 1,246,163 Pension plan assets measured at NAV as a practical expedient 315,989 429,729 Pension plan assets measured at contract value: Insurance contracts - 26,380 Total pension plan assets $ 374,734 $ 1,702,272 (1) Other includes pending net security purchases of $210.8 million. Pension Plan Assets as of December 31, 2018 Media General Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 45,620 $ - $ - $ 45,620 Other 3,623 3,623 Total pension plan assets mesured at fair value 49,243 - - 49,243 Pension plan assets measured at NAV as a practical expedient 281,671 Total pension plan assets $ 330,914 Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy. Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. Certain common/collective trusts, the international equity limited company, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. U.S. government securities consist of investments in treasury securities, investment grade municipal securities and unrated or non-investment grade municipal securities and are classified in Level 2 of the fair value hierarchy. U.S. government bonds not traded on an active market are valued at a price which is based on a compilation of primarily observable market information or a broker quote in a non-active market and are classified in Level 2 of the fair value hierarchy. Corporate bonds, mortgage-backed securities and asset-backed securities are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized in Level 2 of the fair value hierarchy. The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. The pooled separate account portfolio may include investments in money market instruments, common stocks and government and corporate bonds and notes. The underlying assets are valued based on the net asset value as provided by the investment account manager and therefore the pooled separate account is classified in Level 2 of the fair value hierarchy. Funded Status The following table provides a statement of the funded status of the plans at December 31 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Amounts recorded in the balance sheet: Current liabilities $ (4,068 ) $ (4,091 ) $ (1,917 ) $ (1,883 ) $ - $ (1,069 ) Noncurrent liabilities (71,799 ) (88,695 ) (20,651 ) (19,526 ) (367,008 ) (5,374 ) Funded status $ (75,867 ) $ (92,786 ) $ (22,568 ) $ (21,409 ) $ (367,008 ) $ (6,443 ) The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB January 17, 2017 $ - $ - $ - $ - Actuarial gain (loss) 9,733 (1,433 ) - - December 31, 2017 9,733 (1,433 ) - - Actuarial (loss) gain (29,074 ) 1,471 - - December 31, 2018 (19,341 ) 38 - - Actuarial gain (loss) 6,416 (2,163 ) 41,446 239 December 31, 2019 $ (12,925 ) $ (2,125 ) $ 41,446 $ 239 Expected Cash Flows The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Employer Contributions 2020 to participant benefits $ 4,069 $ 1,917 $ 51,312 $ 1,069 Expected Benefit Payments 2020 $ 29,985 $ 1,917 $ 122,585 $ 1,069 2021 29,761 1,897 125,984 945 2022 29,447 1,863 128,114 829 2023 29,297 1,832 131,000 723 2024 29,080 1,793 129,622 626 2025-2029 137,544 7,799 624,621 1,953 Net Periodic Benefit Cost The following table provides the components of net periodic benefit cost (credit) for the plans for the years ended December 31, 2019 and 2018 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Service cost $ - $ - $ 12 $ 16 $ 271 $ - Interest cost 15,517 13,965 765 689 15,650 41 Expected return on plan assets (21,867 ) (25,534 ) - - (25,708 ) - Amortization of net loss - - (10 ) 109 - - Settlement gain recognized - - - - - - Net periodic benefit cost (credit) $ (6,350 ) $ (11,569 ) $ 767 $ 814 $ (9,787 ) $ 41 The Company anticipates recording an aggregate net periodic benefit credit of $7.3 million for its Media General pension and other benefits in 2020, as the expected return on plan assets exceeds estimated interest cost. The Company also anticipates recording an aggregate net periodic benefit credit of $36.2 million for its Tribune pension and other benefits in 2020, as the expected return on plan assets exceeds estimated interest cost. The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Discount rate 4.13 % 3.49 % 4.06 % 3.42 % 3.12 % 2.57 % Expected return on plan assets 6.25 % 7.00 % - - 5.55 % - Compensation increase rate - - 2.00 % 2.00 % - - The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital market scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the portfolio based on the current asset allocation. For purposes of measuring postretirement health care costs for 2019 related to Tribune, the Company assumed a 6.71% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2025 and remain at that level thereafter. For purposes of measuring postretirement health care obligations related to Tribune at December 31, 2019, the Company assumed a 6.43% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2025 and remain at that level thereafter. Defined Contribution Plans The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “401(k) Plans”). The 401(k) Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plans may be made at the discretion of management of the Company. During the years ended December 31, 2019, 2018 and 2017, Nexstar contributed $12.1 million, $8.5 million and $4.2 million, respectively, to the 401(k) Plans. The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, were eligible. The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company for these plans for 2019 is nominal. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12: Fair Value Measurements The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820 “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, and accrued expenses approximate fair value due to their short term to maturity. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): 2019 2018 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 5,810,422 $ 5,915,451 $ 2,407,490 $ 2,389,439 Revolving loans (1) - - 5,628 5,528 6.125% Senior unsecured notes (2) - - 273,444 275,688 5.875% Senior unsecured notes (2) - - 406,233 397,000 5.625% Senior unsecured notes due 2024 (2) 890,045 938,250 888,208 837,000 5.625% Senior unsecured notes due 2027 (2) 1,792,121 1,883,175 - - (1) The fair values of senior secured and revolving credit facilities are 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. Other equity method investments in private companies (without readily determinable fair values) are recorded at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment, as further described in Note 7. During the year ended December 31, 2019, there were no events or changes in circumstance that suggested an impairment or an observable price change to any of these investments resulting from an orderly transaction for the identical or a similar investment. The non-equity method investments are classified as Level 3 of the fair value hierarchy. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | Note 13: Common Stock The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to 10 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders. Holders of Class C common stock have no voting rights. The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis. Nexstar’s senior secured credit facility provides limits on the amounts of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement. On January 31, 2020, the board of directors declared a quarterly cash dividend for 2020 beginning in the first quarter. See Note 22 for additional information. On April 26, 2018, Nexstar’s Board of Directors approved a $200 million increase in Nexstar’s share repurchase authorization to repurchase its Class A common stock. As of December 31, 2019, the remaining available amount under the share repurchase authorization was $156.8 million, inclusive of the remaining balance from prior authorizations. 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 is required to be repurchased and the repurchase program may be suspended or discontinued at any time without prior notice. In 2019, Nexstar repurchased a total of 439,743 shares of Class A common stock for $45.1 million, funded by cash on hand. In 2018, Nexstar repurchased a total of 751,920 shares of Class A common stock for $50.5 million, funded by cash on hand. In 2017, Nexstar repurchased a total of 1,689,132 shares of Class A common stock for $99.0 million, funded by cash on hand. During the years ended December 31, 2019 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Plans | Note 14: Stock-Based Compensation Plans Stock-Based Compensation Expense The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated using the Black-Scholes option-pricing model. The compensation cost related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) is based on the market price of the stock on the date of the award. The fair values of the stock options and RSUs are recognized ratably over their respective vesting periods. The fair values of PSUs are recognized when it is probable that the performance conditions will be achieved. The Company recognized stock-based compensation expense of $38.6 million, $31.3 million and $24.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, there was $70.0 million of total unrecognized compensation cost related to stock options and restricted stock units, expected to be recognized over a weighted-average period of 2.2 years. Stock-Based Compensation Plans As of December 31, 2019, Nexstar has three stock-based compensation plans that provide for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar: the 2019 Long-Term Equity Incentive Plan approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), the 2015 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 11, 2015 (the “2015 Plan”) and the 2012 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on September 26, 2012 (the “2012 Plan”). A maximum of 3,100,000 shares, 2,500,000 shares and 1,500,000 shares of Nexstar’s Class A common stock can be issued under the 2019 Plan, 2015 Plan and the 2012 Plan, respectively. No new awards are granted under equity incentive plans prior to these plans but any unissued available shares can be issued under the 2012 Plan. At December 31, 2019, 3,495,479 shares remained available for future grants, of which 3,100,000 shares, 377,729 shares and 17,750 shares were available under the 2019 Plan, the 2015 Plan and the 2012 Plan, respectively. Nexstar utilizes any available treasury stock or issues new shares of its Class A common stock when options are exercised or restricted stock units vest. Stock Options Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant, vest over a range of four to five years and expire ten years from the date of grant. Except as otherwise determined by the compensation committee or with respect to the termination of a participant’s services in certain circumstances, including a change of control, no option may be exercised within six months of the date of the grant. Upon the employee’s termination, all nonvested options are forfeited immediately and any unexercised vested options are cancelled from 30 to 180 days following the termination date. The following table summarizes activity and information related to stock options for the year ended December 31, 2019: Outstanding Options Non-Vested Options Weighted- Weighted- Average Aggregate Weighted- Average Remaining Intrinsic Average Exercise Contractual Value Grant-Date Shares Price Term (Years) (thousands) Shares Fair Value Outstanding as of December 31, 2018 1,809,268 $ 21.92 4.05 102,625 50,000 $ 31.45 Granted - $ - - $ - Exercised (142,518 ) $ 16.86 - $ - Vested - $ - (50,000 ) $ 31.45 Forfeited/cancelled (925 ) $ 4.64 $ - Balances as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 - $ 31.45 Exercisable as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 Fully vested and expected to vest as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $117.25 on December 31, 2019, and the stock option exercise prices multiplied by the number of options outstanding. Time-Based Restricted Stock Units The RSUs vest over a range of two to five years from the date of the award. All unvested RSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2019: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2018 1,256,375 $ 63.91 Awarded 363,000 $ 96.97 Vested (450,124 ) $ 63.52 Forfeited/cancelled (18,000 ) $ 70.41 Unvested as of December 31, 2019 1,151,251 $ 74.39 Performance-Based Restricted Stock Units The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of three to four years) designated by the Board of Directors of the Company. All unvested PSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to PSUs for the year ended December 31, 2019: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2018 167,500 $ 63.86 Awarded 113,334 $ 84.95 Vested (72,499 ) $ 59.58 Forfeited/cancelled - $ - Unvested as of December 31, 2019 208,335 $ 76.82 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income Taxes The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2019 2018 2017 Current tax expense (benefit): Federal $ 111,486 $ 102,516 $ 190,743 State 28,962 29,761 38,499 140,448 132,277 229,242 Deferred tax expense (benefit): Federal 8,075 7,997 (438,281 ) State (11,497 ) 4,406 (24,904 ) (3,422 ) 12,403 (463,185 ) Income tax expense (benefit) $ 137,026 $ 144,680 $ (233,943 ) The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in thousands): 2019 2018 2017 Federal income tax at the statutory rate $ 78,229 $ 111,915 $ 84,476 State and local taxes, net of federal benefit 13,569 27,123 10,676 Nondeductible compensation 5,149 2,858 6,375 Nontaxable proceeds on station divestiture - - (9,146 ) Nondeductible acquisition costs 3,649 - 3,901 Nondeductible meals and entertainment 2,171 2,047 1,546 Nondeductible goodwill impairment 8,920 1,532 3,577 Domestic production activities deduction - - (11,178 ) Excess tax benefit on stock-based compensation (5,363 ) (750 ) (8,106 ) Disposition of nondeductible goodwill 10,302 - 3,279 Impact of federal tax rate reduction - - (322,193 ) Change in beginning of year valuation allowance 19,894 1,430 1,635 Other 506 (1,475 ) 1,215 Income tax expense (benefit) $ 137,026 $ 144,680 $ (233,943 ) On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment. The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense. As a result of these provisions of the Act, the Company’s deduction related to executive compensation and interest expense could be limited in future years. The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 41,142 $ 46,189 Compensation 18,827 14,085 Rent 56,974 1,916 Pension 121,437 30,679 Other 24,394 13,270 Total deferred tax assets 262,774 106,139 Valuation allowance for deferred tax assets (18,147 ) (3,071 ) Total deferred tax assets 244,627 103,068 Deferred tax liabilities: Property and equipment (249,909 ) (72,703 ) Other intangible assets (508,412 ) (291,673 ) Goodwill (125,609 ) (37,455 ) FCC licenses (671,092 ) (318,562 ) Rent (64,229 ) - Deferred gain on spectrum (37,276 ) - Investments (280,002 ) - Other (18,786 ) (13,070 ) Total deferred tax liabilities (1,955,315 ) (733,463 ) Net deferred tax liabilities $ (1,710,688 ) $ (630,395 ) As of December 31, 2019, the Company had a valuation allowance related to deferred tax assets of $18.1 million which was not likely to be realized, an increase of $15.1 million from December 31, 2018. This increase is net of a $3.0 million decrease due to the deconsolidation of Marshall. During the year ended December 31, 2019, the valuation allowance increased primarily due to the Company’s belief, based upon consideration of the positive and negative evidence, that certain deferred tax assets related to one of the VIEs were not likely to be realized. As of December 31, 2019, the Company's reserve for uncertain tax positions totaled approximately $45.2 million. For the years ended December 31, 2019, 2018 and 2017 there were $45.2 million, $12.5 million and $23.3 million of gross unrecognized tax benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions as further described in Note 17. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2019 2018 2017 Uncertain tax position liability at the beginning of the year $ 12,542 $ 23,258 $ 3,677 Increases resulting from merger transaction 32,211 432 22,605 Increases related to tax positions taken during the current period 75 45 1,847 Increases related to tax positions taken during prior periods 761 1,497 - Decreases related to tax positions taken during prior periods - (12,496 ) (2,440 ) Decreases related to settlements with taxing authorities - - (806 ) Decreases related to expiration of statute of limitations (354 ) (194 ) (1,625 ) Uncertain tax position liability at the end of the year $ 45,235 $ 12,542 $ 23,258 The Company’s liability for unrecognized tax benefits totaled $45.2 million and $12.5 million at December 31, 2019 and 2018, respectively. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $45.1 million and $11.4 million impact on the Company’s reported income tax expense in 2019 and 2018, respectively. As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations and Comprehensive Income. The Company’s accrued interest and penalties related to uncertain tax positions was $6.4 million for the year ended December 31, 2019 and was not significant for the year ended December 31, 2018. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $14.5 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. There can be no assurance that the outcomes from any tax examinations will not have a significant impact on the amount of such liabilities, which could have an impact on the operating results or financial position of the Company. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. The Tribune acquired entities are currently undergoing a 2014 – 2015 Federal audit and continue to be subject to audit for years after 2015. Nexstar is subject to U.S. Federal tax examinations for years after 2015. The Company currently has various state income tax returns in the process of examination or administrative appeal. Additionally, any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the Company is subject to state tax examination for years after 2015 and any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination. The Company has gross federal and state income tax NOL carryforwards of $127.2 million and $280.0 million, respectively, which are available to reduce future taxable income if utilized before their expiration. A valuation allowance has been recorded against $64.2 million of Federal NOLs and $17.6 million of State NOLs attributable to one of the consolidated VIEs. The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income. The NOLs could expire before the Company generates sufficient taxable income. To the extent the Company’s use of NOLs is significantly limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Company’s financial results and operations. |
FCC Regulatory Matters
FCC Regulatory Matters | 12 Months Ended |
Dec. 31, 2019 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | Note 16: FCC Reg ulatory 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 operation, 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 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 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 television JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between commercial television stations and required public disclosure of those SSAs (while not considering them attributable). The 2016 Ownership Order reinstated a previously adopted 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. 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 (the “eight voices test”), (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 (the “Third Circuit”) denied a mandamus petition which had sought to stay their effectiveness. On September 23, 2019, however, the Third Circuit issued an opinion vacating the Reconsideration Order on the ground that the FCC had failed to adequately analyze the effect of the Reconsideration Order’s deregulatory rule changes on minority and woman ownership of broadcast stations. The Third Circuit later denied petitions for en banc In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking. Among other things, the FCC seeks comment on all aspects of the local television ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest. Comments and reply comments in the 2018 quadrennial review were filed in the second quarter of 2019. 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 a 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 this “UHF discount,” 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, which became effective again on June 15, 2017. A federal court of appeals dismissed a petition for review of the discount’s reinstatement in July 2018. In December 2017, the FCC initiated a comprehensive rulemaking to evaluate the UHF discount together with the national ownership limit. Comments and reply comments were filed in 2018, and the proceeding remains open. Nexstar is in compliance with the 39% national cap limitation. 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 their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. Television stations that are not relinquishing their spectrum are being “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, a consolidated VIE, accepted bids to relinquish their spectrum. On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC related to the incentive auction. These were recorded as liability to surrender spectrum asset pending the relinquishment of spectrum assets or conversion from UHF to VHF. Of the 11 total stations that accepted bids, one station went off the air in November 2017. The associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017. The station that went off the air did not have a significant impact on the Company’s financial results because it was located in a remote rural area of the country and the Company has other stations which serve the same area. Of the remaining ten stations, eight have ceased broadcasting on their previous 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. Of the two remaining stations, one moved to a VHF channel in 2019 and vacated its former channel. As such, the associated spectrum asset and liability to surrender spectrum, both amounting to $52.0 million, were derecognized in 2019. The remaining station will move to a VHF channel and must vacate its current channel by May 2020. 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 were 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 must cease operating on their former channels on a rolling schedule ending in July 2020. Congress has allocated up to an industry-wide total of billion to reimburse television broadcasters, multichannel video programming 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. This fund is not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships. Broadcasters, MVPDs and other parties have submitted to the FCC estimates of their reimbursable costs, and, in many cases, subsequent requests for reimbursement of those costs. As of December 6, 2019, verified cost estimates were approximately . During the years ended December 31, 2019, 2018 and 2017, the Company spent a total of During the years ended December 31, 2019 and 2018, the Company received $70.4 million and $29.4 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The Company cannot determine if the FCC will be able to fully reimburse its repacking costs as this is dependent on certain factors, including the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to the Company and whether the FCC will have available funds to reimburse the Company for additional repacking costs that it previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters, MVPDs and other parties that are also seeking reimbursements. 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 repack on its business . Exclusivity/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 if they are adopted. 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, online video distributors (“OVDs”) have begun streaming broadcast programming over the Internet. In September 2014, the U.S. Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate 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 OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs. Comments and reply comments were filed in 2015. Although the FCC has not classified OVDs as MVPDs to date, several OVDs 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 | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17: Commitments and Contingencies Broadcast Rights Commitments Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2019 (in thousands): 2020 $ 70,264 2021 45,370 2022 35,721 2023 15,861 2024 8,833 Thereafter - $ 176,049 Guarantee of Mission and Shield Debt Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission and Shield senior secured credit facilities. In the event that Mission 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 December 31, 2019, Mission had a maximum commitment of $229.2 million under its senior secured credit facility, of which $226.2 million in principal debt balance was outstanding. As of the same date, Shield had used all of its commitment and had $21.8 million in principal debt balance outstanding. Based on the terms of the credit agreements, Mission’s outstanding debt is due January 2024, and Shield’s outstanding debt is due October 2023. On November 29, 2019, Nexstar assigned its guarantee obligation of Marshall’s credit agreement to Mission in exchange for a cash payment. Concurrently, Marshall defaulted on the payment of principal and interest and other payments due to its third-party bank lenders. Following Marshall’s default, Mission honored its guarantee of Marshall’s debt and paid the outstanding principal balance and unpaid interest. As a result, Mission became the new lender under the same credit agreement and recognized a loan receivable from Marshall of $48.9 million. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of these developments, Nexstar evaluated its business arrangements with Marshall and determined that it no longer has the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in the entity. Thus, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019, including Marshall’s loans payable to Mission. Mission’s loan receivable from Marshall, however, is retained and included in other noncurrent assets in the accompanying Consolidated Balance Sheet as of December 31, 2019. The Company believes this receivable is collectible. The Company will continue to evaluate future developments on Marshall’s bankruptcy process. 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. Collective Bargaining Agreements As of December 31, 2019, certain technical, production and news employees at 19 of the Company’s stations are covered by collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation — On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the DOJ regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. That motion is currently pending. Nexstar and Tribune deny the allegations against them and will defend their advertising practices. In connection with the Merger, Nexstar assumed contingencies from certain legal proceedings, as follows: Tribune Chapter 11 Reorganization and Confirmation Order Appeals — On December 8, 2008 (the “Petition Date”), Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). The Bankruptcy Court has entered final decrees that have collectively closed 108 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al. Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management, LP, on behalf of its managed entities that were holders of the Predecessor’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”); (ii) Law Debenture Trust Company of New York (n/k/a Delaware Trust Company) (“Delaware Trust Company”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for the Predecessor’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES; and (iv) EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”). The appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions (as defined below) consummated by the Debtors, the Tribune employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. Each of the Confirmation Order appeals has been dismissed or otherwise resolved by a final order, with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the Plan. Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the Third Circuit (the “Third Circuit”) on August 27, 2018. That appeal remains pending before the Third Circuit. If the remaining appellants succeed on their appeals, Tribune’s financial condition may be adversely affected. As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Amounts and payment terms for these claims, if applicable, were established in the Plan. The Plan requires Tribune to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of December 31, 2019, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $16.6 million and are estimated to be sufficient to satisfy such obligations. As of December 31, 2019, all but 347 proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise satisfied. The majority of the remaining proofs of claim were filed by certain of Tribune’s former directors and officers, asserting indemnity and other related claims against Tribune for claims brought against them in lawsuits arising from the cancellation of all issued and outstanding shares of Tribune common stock as of December 20, 2007 and with Tribune becoming wholly-owned by the Tribune Company employee stock ownership plan (the “Leveraged ESOP Transactions”). Those lawsuits are pending in multidistrict litigation (“MDL”) before the U.S. District Court for the Southern District of New York in proceedings captioned In re Tribune Co. Fraudulent Conveyance Litigation The Debtors are continuing to evaluate the remaining proofs of claim. The ultimate amounts to be paid in resolutions of the remaining proofs of claim, including indemnity claims, continue to be subject to uncertainty. If the aggregate allowed amount of the remaining claims exceeds the restricted cash and cash equivalents held for satisfying such claims, Tribune would be required to satisfy the allowed claims from its cash on hand from operations. Reorganization Items, Net —Reorganization items, net are included in the “Other expenses, net” in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Income and primarily include professional advisory fees and other costs related to the resolution of unresolved claims. Such amounts were not significant from September 19, 2019 to December 31, 2019. The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2020 and potentially in future periods. Termination of Tribune and Sinclair Merger Agreement —On August 9, 2018, Tribune provided notification to Sinclair Broadcast Group, Inc. (“Sinclair”) that it terminated, effective immediately, the Agreement and Plan of Merger, dated May 8, 2017, with Sinclair, which provided for the acquisition by Sinclair of all of the outstanding shares of Tribune’s common stock. Additionally, on August 9, 2018, Tribune filed a complaint in the Delaware Court of Chancery against Sinclair, alleging that Sinclair willfully and materially breached its obligations under the merger agreement. The lawsuit sought damages for all losses incurred as a result of Sinclair’s breach of contract under the merger agreement. On January 27, 2020, Nexstar and Sinclair resolved the outstanding lawsuit between Tribune and Sinclair through a settlement. See Note 22 for additional information. Chicago Cubs Transactions— On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95% and Tribune owned 5% of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code (“IRC”) and related regulations. On June 28, 2016, the IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS has proposed a $182.0 million tax and a $73.0 million gross valuation misstatement penalty. In addition, after-tax interest on the aforementioned proposed tax and penalty through December 31, 2019 would be approximately $96.0 million. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. Briefing is ongoing, and an opinion on the merits is expected after briefing is complete. The U.S. Tax Court issued an opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. Other aspects of this litigation remain in process. On January 22, 2019, Tribune sold its 5% membership interest in CEV LLC and paid the federal and state taxes due on the deferred gain and the gain on sale of its ownership of CEV LLC through its regular tax reporting process. The sale of Tribune’s ownership interest in CEV LLC has no impact on Tribune’s ongoing dispute with the IRS. On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar pursuant to the Merger Agreement (See Note 3). Nexstar continues to disagree with the IRS’s position that the Chicago Cubs Transactions generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $147.0 million of tax payments prior to its merger with Nexstar . In addition, if the IRS prevails with its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy. Tribune no longer own any portion of CEV LLC. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions Marshall Litigation — On April 3, 2019, Marshall filed a lawsuit against Nexstar in the Supreme Court of the State of New York. The lawsuit initially asserted eight causes of action, five of which were subsequently dismissed by the Supreme Court (t he Court’s order dismissing those five claims is currently on appeal). The remaining causes of action allege: ( i ) breach of the SSAs between Nexstar and Marshall; ( i i ) breach of the guaranty agreement between Nexstar and Marshall’s lenders; and ( iii ) conversion of certain retransmission fees collected by Nexstar on Marshall’s behalf. Marshall is seeking monetary and punitive damages, in addition to attorneys’ fees. Nexstar denies these allegations and intends to defend itself vigorously . On November 20, 2019, Nexstar filed counterclaims against Marshall and Pluria Marshall, in his individual capacity, alleging breach of the SSAs, unjust enrichment, and fraudulent conveyance. Nexstar seeks payment of the outstanding amount due under the SSAs as compensatory damages, punitive damages for the alleged fraudulent conveyances, and attorneys’ fees and costs. The parties have agreed to stay all claims pending mediation scheduled for March 2020. As discussed in Note 2—Variable Interest Entities—Non-Consolidated VIEs, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of these developments, Nexstar evaluated its business arrangements with Marshall determined that it no longer has the power to direct the entity’s most significant economic activities and thus no longer meets the accounting criteria for a controlling financial interest in the entity. Thus, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. As of this date, Nexstar has an outstanding receivable from Marshall for services rendered under the SSAs of $13.9 million. Additionally, Mission has an outstanding loan receivable from Marshall amounting to $48.9 million (See Note 9 for additional information). The Company believes these receivables are collectible. The Company will continue to evaluate future developments on Marshall’s bankruptcy process. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | Note 18: Segment Data The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes (i) 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, (ii) digital multicast network services, (iii) WGN America, a national general entertainment cable network, (iv) a sports betting information website, and (v) WGN-AM, a Chicago radio station. The other activities of the Company include (i) corporate functions, (ii) the management of certain real estate assets recently acquired through the Merger, including revenues from leasing certain owned office and production facilities, (iii) digital businesses and (iv) eliminations. Segment financial information is included in the following tables for the periods presented (in thousands): Year Ended December 31, 2019 Broadcast Other Consolidated Net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Depreciation 108,805 14,570 123,375 Amortization of intangible assets 182,238 18,079 200,317 Income (loss) from operations 948,237 (293,106 ) 655,131 Goodwill 2,996,875 - 2,996,875 Assets 12,918,966 1,070,771 13,989,737 Year Ended December 31, 2018 Broadcast Other Consolidated Net revenue $ 2,612,531 $ 154,165 $ 2,766,696 Depreciation 89,312 20,477 109,789 Amortization of intangible assets 126,850 22,556 149,406 Income (loss) from operations 918,401 (160,622 ) 757,779 Goodwill 2,125,479 42,475 2,167,954 Assets 6,622,604 439,426 7,062,030 Year Ended December 31, 2017 Broadcast Other Consolidated Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 Depreciation 85,913 14,745 100,658 Amortization of intangible assets 147,328 12,172 159,500 Income (loss) from operations 694,967 (189,342 ) 505,625 The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented. Year Ended December 31, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 1,335,126 $ - $ 1,335,126 Political advertising 51,889 - 51,889 Distribution revenue 1,368,881 - 1,368,881 Digital 137,067 104,452 241,519 Other 19,083 5,441 24,524 Trade revenue 17,385 - 17,385 Total revenue $ 2,929,431 $ 109,893 $ 3,039,324 Year Ended December 31, 2018 Broadcast Other Consolidated Core advertising (local and national) $ 1,089,920 $ - $ 1,089,920 Political advertising 251,209 - 251,209 Distribution revenue 1,121,081 - 1,121,081 Digital 107,054 154,105 261,159 Other 26,425 60 26,485 Trade revenue 16,842 - 16,842 Total revenue $ 2,612,531 $ 154,165 $ 2,766,696 Year Ended December 31, 2017 Broadcast Other Consolidated Core advertising (local and national) $ 1,108,017 $ - $ 1,108,017 Political advertising 26,865 - 26,865 Distribution revenue 995,790 - 995,790 Digital 101,286 125,466 226,752 Other 17,765 96 17,861 Trade and barter revenue 56,681 56,681 Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 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 and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of WGN America. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors 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 year ended December 31, 2017, the Company recognized barter revenue (and barter expense) of $42.5 million. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Information | Note 19: 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 and issuer of the 5.625% Notes due 2024 and the 5.625% Notes due 2027. 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 5.625% Notes due 2024 and 5.625% Notes due 2027 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 due 2024 and the 5.625% Notes due 2027 are not registered but require consolidating information that presents the guarantor information. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 208,223 $ 8,686 $ 15,161 $ - $ 232,070 Restricted cash and cash equivalents - 16,608 - - - 16,608 Accounts receivable 997 826,868 13,705 42,351 - 883,921 Amounts due from consolidated entities - 156,112 15,232 - (171,344 ) - Spectrum asset - 67,171 - - - 67,171 Other current assets - 148,840 632 2,525 - 151,997 Total current assets 997 1,423,822 38,255 60,037 (171,344 ) 1,351,767 Investments in subsidiaries 1,391,014 108,884 - - (1,499,898 ) - Amounts due from consolidated entities 679,817 - - - (679,817 ) - Property and equipment, net - 1,246,263 22,722 21,518 (75 ) 1,290,428 Goodwill - 2,861,241 33,187 102,447 - 2,996,875 FCC licenses - 2,782,983 43,102 95,380 - 2,921,465 Network affiliation agreements, net - 2,465,587 11,301 55,378 - 2,532,266 Other intangible assets, net - 724,247 491 2,616 - 727,354 Investments - 1,477,353 - - - 1,477,353 Assets held for sale - 240,524 - - - 240,524 Other noncurrent assets 55 382,785 55,257 25,347 (11,739 ) 451,705 Total assets $ 2,071,883 $ 13,713,689 $ 204,315 $ 362,723 $ (2,362,873 ) $ 13,989,737 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 105,877 $ 2,285 $ 1,148 $ - $ 109,310 Accounts payable - 142,377 3,074 11,915 - 157,366 Amounts due to consolidated entities - - - 171,344 (171,344 ) - Liability to surrender spectrum asset - 77,962 - - - 77,962 Other current liabilities 392 565,943 6,901 29,683 - 602,919 Total current liabilities 392 892,159 12,260 214,090 (171,344 ) 947,557 Debt - 8,142,088 220,780 20,410 - 8,383,278 Amounts due to consolidated entities - 476,414 - 203,613 (680,027 ) - Deferred tax liabilities - 1,699,774 11,753 10,876 (11,739 ) 1,710,664 Other noncurrent liabilities - 869,292 9,804 15,649 - 894,745 Total liabilities 392 12,079,727 254,597 464,638 (863,110 ) 11,936,244 Total stockholders’ equity (deficit) 2,071,491 1,627,712 (50,282 ) (117,661 ) (1,499,763 ) 2,031,497 Noncontrolling interests in consolidated variable interest entities - 6,250 - 15,746 - 21,996 Total liabilities and stockholders’ equity (deficit) $ 2,071,883 $ 13,713,689 $ 204,315 $ 362,723 $ (2,362,873 ) $ 13,989,737 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 AND COMPREHENSIVE INCOME Year Ended December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 2,808,584 $ 76,227 $ 154,513 $ - $ 3,039,324 Revenue between consolidated entities 36,389 94,198 34,652 80,637 (245,876 ) - Net revenue 36,389 2,902,782 110,879 235,150 (245,876 ) 3,039,324 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 1,124,400 48,670 179,396 (3,834 ) 1,348,632 Selling, general, and administrative expenses, excluding depreciation and amortization 39,847 721,629 4,475 40,051 (76,021 ) 729,981 Local service agreement fees between consolidated entities - 71,822 61,215 32,983 (166,020 ) - Amortization of broadcast rights - 81,038 1,493 2,487 - 85,018 Amortization of intangible assets - 173,666 1,919 24,732 - 200,317 Depreciation - 116,077 2,586 4,712 - 123,375 Reimbursement from the FCC related to station repack - (54,037 ) (5,663 ) (10,656 ) - (70,356 ) Goodwill and intangible assets impairment - - - 63,317 - 63,317 Gain on disposal of stations, net - (96,091 ) - - - (96,091 ) Total operating expenses 39,847 2,138,504 114,695 337,022 (245,875 ) 2,384,193 (Loss) income from operations (3,458 ) 764,278 (3,816 ) (101,872 ) (1 ) 655,131 Income (loss) from equity investments, net - 17,978 - (53 ) - 17,925 Interest expense, net - (290,206 ) (10,841 ) (3,303 ) - (304,350 ) Loss on extinguishment of debt - (10,301 ) - - - (10,301 ) Pension and other postretirement plans credit, net - 15,600 - - - 15,600 Other income (expenses) (1,587 ) 905 - (2 ) - (684 ) Equity in income of consolidated subsidiaries 271,408 - - - (271,408 ) - Income (loss) before income taxes 266,363 498,254 (14,657 ) (105,230 ) (271,409 ) 373,321 Income tax benefit (expense) 245 (137,545 ) (14,492 ) 14,766 - (137,026 ) Net income (loss) 266,608 360,709 (29,149 ) (90,464 ) (271,409 ) 236,295 Net income attributable to noncontrolling interests - - - (6,036 ) - (6,036 ) Net income (loss) attributable to Nexstar $ 266,608 $ 360,709 $ (29,149 ) $ (96,500 ) $ (271,409 ) $ 230,259 Net income (loss) $ 266,608 $ 360,709 $ (29,149 ) $ (90,464 ) $ (271,409 ) $ 236,295 Other comprehensive income: Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax expense of $11,723 - 34,166 - - - 34,166 Total comprehensive income (loss) 266,608 394,875 (29,149 ) (90,464 ) (271,409 ) 270,461 Comprehensive loss attributable to noncontrolling interests - - - (6,036 ) - (6,036 ) Total comprehensive income (loss) attributable to Nexstar $ 266,608 $ 394,875 $ (29,149 ) $ (96,500 ) $ (271,409 ) $ 264,425 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 Loss from equity investments, net - (2,436 ) - - - (2,436 ) 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 - (39 ) - - - (39 ) Equity in income of consolidated 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 Loss from equity investments, net - (1,268 ) (1,268 ) 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 - (16 ) - - - (16 ) 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 CASH FLOWS Year Ended December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 415,174 $ 627 $ 1,666 $ - $ 417,467 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 Deconsolidation of the cash of Marshall - - - (5,011 ) - (5,011 ) Purchases of property and equipment - (174,118 ) (6,117 ) (17,276 ) - (197,511 ) Spectrum repack reimbursements from the FCC - 54,037 5,663 10,656 - 70,356 Inter-company payments - (49,014 ) - - 49,014 - Investment in a loan receivable - - (48,876 ) - - (48,876 ) Proceeds from disposals of property and equipment - 4,437 - 14 - 4,451 Distribution from an equity investment - 2,205 - - - 2,205 Other investing activities - 452 - - - 452 Net cash provided by (used in) investing activities - (4,690,222 ) (49,330 ) (11,617 ) 49,014 (4,702,155 ) Cash flows from financing activities: Proceeds from long-term debt - 5,523,481 - - - 5,523,481 Payments for debt financing costs - (72,052 ) - - - (72,052 ) Repayments of long-term debt - (896,477 ) (2,285 ) (3,455 ) - (902,217 ) Premium paid on debt extinguishment - (10,094 ) - - - (10,094 ) Common stock dividends paid (82,823 ) - - - - (82,823 ) Inter-company payments 135,348 (135,210 ) 48,876 - (49,014 ) - Purchase of treasury stock (45,115 ) - - - - (45,115 ) Purchase of noncontrolling interest from a consolidated variable interest entity - (6,386 ) - (7 ) - (6,393 ) Cash paid for shares withheld for taxes (9,813 ) - - - - (9,813 ) Payments for capital lease and capitalized software obligations - (9,097 ) - (78 ) - (9,175 ) Proceeds from exercise of stock options 2,403 - - - - 2,403 Other financing activities - 49 - - - 49 Net cash provided by (used in) financing activities - 4,394,214 46,591 (3,540 ) (49,014 ) 4,388,251 Net increase (decrease) in cash, cash equivalents and restricted cash - 119,166 (2,112 ) (13,491 ) - 103,563 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 $ - $ 224,831 $ 8,686 $ 15,161 $ - $ 248,678 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 ) Deposits and payments for acquisitions - (103,976 ) - - - (103,976 ) Spectrum repack reimbursements from the FCC - 23,933 2,818 2,630 - 29,381 Proceeds from disposals of property and equipment - 4,344 - - - 4,344 Other investing activities - 978 - 5 - 983 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 ) - - - - Proceeds from exercise of stock options 5,970 - - - - 5,970 Cash paid for shares withheld for taxes (4,938 ) - - - - (4,938 ) Payments for capital lease obligations - - - - - Other financing activities - (12,371 ) - 226 - (12,145 ) 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 |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Note 20: Unaudited Quarterly Data Three Months Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 (in thousands, except per share amounts) Net revenue $ 626,647 $ 649,012 $ 663,575 1,100,090 Income from operations 127,074 149,944 121,615 256,498 Income before income taxes 73,328 97,381 34,329 168,283 Net income (loss) attributable to Nexstar 54,892 68,002 (5,847 ) 113,212 Basic net income (loss) per common share $ 1.20 $ 1.48 $ (0.13 ) $ 2.46 Basic weighted average shares outstanding 45,785 46,090 46,114 45,952 Diluted net income (loss) per common share $ 1.15 $ 1.42 $ (0.13 ) $ 2.36 Diluted weighted average shares outstanding 47,784 47,971 46,114 47,933 Three Months Ended March 31, June 30, September 30, December 31, 2018 2018 2018 2018 (in thousands, except per share amounts) Net revenue $ 615,336 $ 660,323 $ 693,015 $ 798,022 Income from operations 117,616 174,494 192,893 272,776 Income before income taxes 64,845 119,870 135,071 213,159 Net income attributable to Nexstar 48,122 87,732 100,514 153,109 Basic net income per common share $ 1.04 $ 1.92 $ 2.21 $ 3.36 Basic weighted average shares outstanding 46,075 45,631 45,552 45,619 Diluted net income per common share $ 1.01 $ 1.86 $ 2.12 $ 3.22 Diluted weighted average shares outstanding 47,685 47,147 47,338 47,482 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Note 21: Valuation and Qualifying Accounts Allowance for Doubtful Accounts Rollforward Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2019 $ 13,158 $ 12,972 $ (8,925 ) $ 17,205 Year Ended December 31, 2018 13,358 10,707 (10,907 ) 13,158 Year Ended December 31, 2017 5,805 10,263 (2,710 ) 13,358 (1) Uncollectible accounts written off, net of recoveries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22: Subsequent Events On January 14, 2020, the Company sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto Holdings, Ltd. for total cash consideration of $14.4 million. On January 27, 2020, Nexstar and Sinclair agreed to settle the outstanding lawsuit between Tribune and Sinclair in connection with their terminated merger agreement. Tribune is an entity acquired by Nexstar in September 2019 (See Note 3). Sinclair concerning the terminated Tribune/Sinclair merger, and will release each other from any current and future claims relating to the terminated merger. Neither party has admitted any liability or wrongdoing in connection with the terminated merger. As such, both parties have settled the lawsuit to avoid the costs, distraction, and uncertainties of continued litigation. As part of the resolution, Sinclair has agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary conditions. Sinclair has also sold to Nexstar certain non-license assets associated with the KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas DMA. Nexstar and Sinclair have also modified an existing agreement regarding carriage of certain of Sinclair’s digital networks by stations acquired by Nexstar in connection with the Tribune acquisition. Finally, on January 28, 2020, Sinclair made a cash payment to Nexstar in an amount that represents the amount of $60.0 million plus the payments made or to be made by Nexstar with respect to WDKY and the KGBT non-license assets purchases. On January 30, 2020, Nexstar’s Board of Directors declared a quarterly dividend of $0.56 per share of its Class A common stock. The dividend will be paid on February 28, 2020 to stockholders of record on February 14, 2020. On January 30, 2020, Nexstar prepaid $30.0 million of the outstanding principal balance under its term loans, funded by cash on hand. On February 28, 2020, Nexstar prepaid $100.0 million of the outstanding principal balance under its term loans, funded by cash on hand. On March 2, 2020, Nexstar completed the acquisition of Fox affiliate WJZY and the MyNetworkTV affiliate WMYT in the Charlotte, NC market from Fox for approximately $45.0 million in cash. On the same date, Nexstar also completed the sale of Fox affiliate KCPQ and the MyNetworkTV affiliate KZJO in the Seattle, WA market, as well as the Fox affiliate WITI in the Milwaukee, WI market, to Fox for approximately $350.0 million in cash, subject to customary adjustments. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The 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. As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2019 2018 Current assets $ 9,837 $ 20,898 Property and equipment, net 19,586 10,994 Goodwill 102,447 121,600 FCC licenses 138,482 157,658 Network affiliation agreements 55,378 74,726 Other intangible assets, net 22 787 Other noncurrent assets, net 6,818 3,652 Total assets $ 332,570 $ 390,315 Current liabilities $ 19,653 $ 17,594 Noncurrent liabilities 42,012 27,542 Total liabilities $ 61,665 $ 45,136 |
Liquidity | Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’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 the Company’s control. On July 3, 2019, Nexstar completed the sale and issuance of its $1.120 billion aggregate principal amount of its 5.625% senior unsecured notes due 2027 at a price of par (the “5.625% Notes due 2027”). On September 19, 2019, Nexstar borrowed $3.065 billion in new Term Loan B, issued at 99.21%, and $675.0 million in new Term Loan A, issued at 99.31%. The proceeds from these debt issuances, plus proceeds from the sale of certain television assets and cash on hand of Nexstar and Tribune, were utilized to finance the purchase price of Nexstar’s Merger with Tribune and to pay related fees and expenses. On November 22, 2019, Nexstar issued an additional $665.0 million aggregate principal amount of 5.625% Notes due 2027 at a price of 104.875%, resulting in a debt premium of $27.4 million after giving effect to fees and expenses related thereto. The proceeds from this notes issuance were used to redeem Nexstar’s $400.0 million aggregate principal amount of 5.875% senior unsecured notes due 2022 (the “5.875% Notes”) and Nexstar’s $275.0 million aggregate principal amount of 6.125% senior unsecured notes due 2022 (the “6.125% Notes”). For additional information on Nexstar’s Merger with Tribune and the related debt transactions, see Notes 3 and 7, respectively. As of December 31, 2019, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities and the indentures governing the 5.625% senior unsecured notes due 2024 (the “5.625% Notes due 2024”) and the 5.625% Notes due 2027). |
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 accounting principles generally accepted in the United States (“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 9), (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 consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2019 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only 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 SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from Mission, White Knight, Shield, Tamer, Vaughan, WNAC, LLC, and 54 Broadcasting 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, Mission, White Knight, Shield, Tamer, Vaughan, WNAC, LLC, and 54 Broadcasting maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. On December 17, 2018, Nexstar met the accounting criteria for a controlling financial interest in HITV License Subsidiary, Inc., the owner of stations KHII, KGMD and KGMV, as a result of the services Nexstar provided through a TBA and the receipt of FCC’s approval to complete Nexstar’s acquisition of the stations. Thus, Nexstar consolidated KHII, KGMD and KGMV in its financial statements as of this date. On January 28, 2019, Nexstar completed the acquisition and terminated the TBA. As of this date, the stations are no longer VIEs as they are owned by Nexstar. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2019 2018 Current assets: Cash and cash equivalents $ 12,944 $ 19,060 Accounts receivable, net 17,995 22,725 Prepaid expenses and other current assets 1,921 4,423 Total current assets 32,860 46,208 Property and equipment, net 42,308 30,861 Goodwill 135,634 154,787 FCC licenses 138,482 157,658 Network affiliation agreements 66,679 87,821 Other intangible assets, net 513 1,404 Other noncurrent assets, net 12,749 8,073 Total assets $ 429,225 $ 486,812 Current liabilities: Current portion of debt $ 3,433 $ 54,616 Interest payable 834 345 Other current liabilities 19,653 17,594 Total current liabilities 23,920 72,555 Debt 241,190 243,717 Other noncurrent liabilities 42,012 27,542 Total liabilities $ 307,122 $ 343,814 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 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 its 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. On December 1, 2014, Nexstar met the accounting criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of (i) local service agreements Nexstar has with the Marshall stations (JSAs and SSAs), (ii) Nexstar’s guarantee of the obligations incurred under Marshall’s senior secured credit facility, (iii) Nexstar having power over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall station, and the production of the Marshall station’s news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on this date. On November 29, 2019, Nexstar assigned its guarantee obligation of Marshall’s credit agreement to Mission. Concurrently, Marshall defaulted on the payment of principal and interest and other payments due to its third-party bank lenders. Following Marshall’s default, Mission honored its guarantee of Marshall debt and paid the outstanding principal balance and unpaid interest. As a result, Mission became the new lender under the same credit agreement and recognized a loan receivable from Marshall of $48.9 million (See Note 9 for additional information). In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar evaluated its remaining business arrangements with Marshall and determined that it still has a variable interest in the entity. The services under the SSAs are still active and Mission, a VIE that is consolidated by Nexstar, is a lender of Marshall. However, Nexstar also determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in Marshall due to the bankruptcy court taking control of Marshall’s significant financial affairs. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. The deconsolidation resulted in no gain or loss as the deconsolidation event occurred in December 2019, but the operating results and cash flows of Marshall for the years ended December 31, 2019, 2018 and 2017 were included in the accompanying Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, valuation related to business combinations, including assets acquired, liabilities assumed, contingent consideration liability and any other assets or liabilities recognized from these transactions, distribution revenue recognized, trade transactions, pension and postretirement obligations, income taxes, the recoverability of goodwill, FCC licenses and other long-lived assets, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. Actual results may vary from such estimates recorded. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash and cash equivalents held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 17 — — — |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent to or carriage of network by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. |
Revenue Recognition | Revenue Recognition The Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) 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. 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. 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 recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”), in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of WGN America. Total revenue includes advertising revenue, distribution revenue, 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. Advertising Revenues — The Company generates revenue by delivering advertising on the Company’s te levision stations , cable network , digital multicast network services and radio station. The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when it ’s commercial is aired . For station digital advertising, the performance obligation is a station’s promise to place an advertisement o n its website and is satisfied either based on impressions or the placement of ads over an agreed period of time. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites. The Company’s stations also trade 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 advertising spots are broadcast, and trade expense is recognized when services or merchandise received are used. 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 year ended December 31, 2017, barter revenue and barter expense were $42.5 million and $42.5 million, respectively. Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber. 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 (distribution revenue) at the point in time the broadcast signal is delivered to the distributors . The distributors 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, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Other Digital Revenues —Revenue from the Company’s other digital businesses includes revenue from digital publishing and content management platforms, a digital video advertising platform, a 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. Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company records sales commissions as an expense when incurred. Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue). The performance primarily involves the delivery of advertisements to the customers. The Company does 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. See Note 18 for disaggregated revenue information. |
Assets Held for Sale | Assets Held for Sale The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized. See Note 6. |
Investments | Investments The Company accounts over an investee The Company The Company The Company recognizes its share in earnings and losses of the investee as “Income (loss) in equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. Investments are also increased by contributions made to and decreased by the distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. In connection with the Merger, the Company recorded an equity method investment in TV Food Network amounting to $1.447 billion. The estimated fair value on acquisition was based on a weighting of valuations using a combination of various methods. These methods included a discounted cash flow model, a dividend-capitalization approach, and comparable private transaction and public company multiples. Discounts were also applied for the lack of control of the investee and marketability of a presumed sale. Inputs to the calculation of the discounted cash flow model include, but are not limited to, expected future revenues, expenses, and cash flows, projected future growth rates, and estimated discount rates. Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as non-operating expense in the Consolidated Statements of Operations and Comprehensive Income. |
Leases | Leases As discussed in the “Recent Accounting Pronouncements” section below, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and all related amendments issued by the Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from operating leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The standard was issued to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this standard effective January 1, 2019 using the optional transition method. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. 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 Company has elected the ‘package of practical expedients’ permitted under the transition guidance within ASC 842, which permits the Company to carry forward the historical lease classification and not reassess whether any expired or existing contracts are or contain leases. In addition, the Company is not required to reassess initial direct costs for any existing leases. The Company did not elect the land easements and the use of hindsight practical expedients in determining the lease term for existing leases. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize ROU assets or lease liabilities. The vast majority of the Company’s television station leases are comprised of fixed lease payments, with a small percentage of television station lease payments that are tied to a rate or index which may be subject to variability. For these leases, the calculation of the present value of future minimum lease payments is the base rate as of the later of (i) when the television station was acquired by the Company, or (ii) the commencement date of the lease agreement. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). These are not significant and the Company historically excluded these executory costs from its future minimum lease payments under its historical policy prior to the adoption of ASC 842. As such, the executory costs were excluded from the calculation of ROU assets and lease liabilities associated with operating leases upon transition. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date. The Company recognized operating lease ROU assets on its Consolidated Balance Sheet as of January 1, 2019 of $112.8 million, inclusive of the present value of remaining future operating lease payments of $98.9 million and reclassifications of certain operating lease related assets and liabilities under the Company’s historical accounting policy prior to the adoption of ASC 842 such as favorable (unfavorable) lease intangible assets, deferred rent, short-term and long-term prepaid expenses and other accruals. These are summarized in the table below (in thousands). The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. ASC 842 Adoption Adjustments Present Value of Remaining Operating Lease Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease ROU Assets Impact on Consolidated Balance Sheets December 31, 2018 Payments as of January 1, 2019 Net Favorable Leases Deferred Rent Other Total Adjustments January 1, 2019 Prepaid expenses and other current assets $ 22,673 $ - $ - $ - $ (270 ) $ (270 ) $ 22,403 Other intangible assets, net 89,958 - (24,181 ) - - (24,181 ) 65,777 Other noncurrent assets, net 106,884 98,887 24,181 (9,781 ) (720 ) 112,567 219,451 Total assets 7,062,030 98,887 - (9,781 ) (990 ) 88,116 7,150,146 Other current liabilities 12,352 17,399 - (1,645 ) (423 ) 15,331 27,683 Other noncurrent liabilities 270,084 81,488 - (8,136 ) (567 ) 72,785 342,869 Total liabilities 5,193,046 98,887 - (9,781 ) (990 ) 88,116 5,281,162 See Note 10 for additional disclosures on leases as of December 31, 2019. |
Broadcast Rights and Broadcast Rights Payable | Broadcast Rights and Broadcast Rights Payable The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of cash broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of cash broadcast rights and adjusts the amortization for any deficiency calculated. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost or at estimated fair value if acquired through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4). |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand value and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including discounted projected cash flows, the cost approach and the income approach. The estimated fair value of an FCC license is calculated using a discounted cash flow model referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the license alone. This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design, lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a projection period model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to reach a normalized state of operations, (ii) market long-term growth rate over a projection period, (iii) estimated market revenue share for a typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital expenditures based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate jurisdiction, and (vii) an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also includes an estimated terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate. The assumptions used in estimating the fair value of a network affiliation agreement are similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in the valuation of network affiliation agreements except that the estimated market revenue share, estimated profit margins, capital expenditures and other assumptions reflect a market participant premium based on the programming of a network affiliate relative to an independent station. This approach would result in an estimated fair value of the collective FCC license and a network affiliation agreement. The excess of the estimated fair value in this model over the estimated value of an FCC license of an independent station under the Greenfield Method represents the estimated fair value of a network affiliation agreement. The excess of the purchase price over the fair value of identifiable net assets acquired is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are tested for impairment annually in the Company’s fourth quarter, or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis. For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit, because of the stations’ similar economic characteristics, one cable network reporting unit and one digital business reporting unit. The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired. The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company will apply the quantitative impairment test method. The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using the Greenfield Method of discounted cash flow analysis. An impairment is recorded when the carrying value of an FCC license exceeds its fair value. Determining the fair value of reporting units and FCC licenses requires management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements. In addition to the various inputs ( e . g . market growth, operating profit margins, capital expenditures, discount rates) used to calculate the fair value of reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization and by comparing the fair values of its reporting units to recent market television station sale transactions. The Company tests finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. The impairment test for finite-lived intangible assets consists of an asset (asset group) comparison of the carrying amount with its estimated undiscounted future cash flows. An impairment in the carrying amount of a finite-lived intangible asset is recognized when the expected discounted future operating cash flow derived from the operation to which the asset relates is less than its carrying value. |
Debt Financing Costs | Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Deferred financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. |
Comprehensive Income | Comprehensive Income The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments. |
Advertising Expense | Advertising Expense The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $8.9 million, $8.2 million and $9.2 million for the years ended December 31, 2019, 2018 and 2017, respectively, of which the majority was recognized in trade expense. |
Financial Instruments | Financial Instruments The Company utilizes the following categories to classify the valuation methodologies for fair values of financial assets and liabilities: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amount of cash, cash equivalents and restricted cash, accounts receivable, broadcast rights, accounts payable, and accrued expenses and other current liabilities approximates fair value due to their short-term nature. See Note 12 for fair value measurement disclosures. Certain investments held in the pension and other post retirement plans have been valued using net asset value (“NAV”) as a practical expedient for fair value. In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy. See Note 11 for fair value disclosures related to retirement and postretirement plans. |
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, 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 Consolidated Balance Sheet. The net periodic benefit credit, which consists of interest costs and expected return on plan assets, is disclosed on a separate line item below income from operations in the accompanying Consolidated Statements of Operations and Comprehensive Income. |
Company-owned Life Insurance | Company-owned Life Insurance The Company owns life insurance policies on certain executives, current employees, former employees and retirees. These policies were assumed from a past acquisition. Management considers these policies to be operating assets. Cash surrender values of life insurance policies are presented net of policy loans. Borrowings and repayments against company-owned life insurance are reflected in the operating activities section of the statement of cash flows. Payments received for the settlement of corporate-owned life insurance claims are reported as investing activities in the accompanying Consolidated Statements of Cash Flows. |
Stock-Based Compensation | Stock-Based Compensation Nexstar maintains stock-based employee and non-employee compensation plans which are described more fully in Note 14. The Company calculates the grant-date fair value of employee and non-employee stock options using the Black-Scholes model. The fair values of time-based and performance-based restricted stock units are based on the number of shares awarded and market price of the stock on the date of award. These amounts are recognized into selling, general and administrative expense over the vesting period of the options or the time-based restricted stock units, and for performance-based restricted stock units, when it is probable that the performance conditions will be achieved. The excess or shortage of tax deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Nexstar and its subsidiaries file a consolidated federal income tax return. Mission, White Knight and 54 Broadcasting file their own separate federal income tax returns. Shield, Vaughan, Tamer and WNAC are disregarded entities for tax purposes and do not incur tax within the consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties relating to income taxes within income tax expense. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income 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 shares 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 during the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Weighted average shares outstanding - basic 45,986 45,718 45,754 Dilutive effect of equity incentive plan instruments 1,937 1,694 1,395 Weighted average shares outstanding - diluted 47,923 47,412 47,149 The Company has outstanding stock options and restricted stock units to acquire , and weighted average shares of common stock for the years ended December 31, 2019 , 2018 and 2017 , respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented . |
Segment Presentation | Segment Presentation The Company assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Nexstar operates in one reportable broadcast segment. The other activities of the Company include corporate functions, the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, digital businesses and eliminations. See Note 18 for additional segment information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The Company adopted this standard and all related amendments effective January 1, 2019 using the optional transition method. The standard had a material impact on the Company’s Consolidated Balance Sheets but did not impact its operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. See accounting policy for Leases above and Note 10 for expanded disclosures. New Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020 (January 1, 2021 for the Company). Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on its Consolidated Financial Statements. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ASU 2017-12, the improvements in ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt ASU 2016-13 in the first quarter of 2020, as described below, and the improvements in ASU 2019-04 will be adopted concurrently. The Company does not expect the standard to have a material impact on its Consolidated Financial Statements. In March 2019, the FASB issued ASU 2019-02, “Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350).” The standard requires production costs of episodic television series to be capitalized as incurred, which aligns the guidance with the accounting for production costs of films. In addition, once ASU 2019-02 is effective, capitalized costs associated with films and license agreements will be tested for impairment based on the lower of unamortized cost or fair value, as opposed to the existing guidance where the impairment test is based on estimated net realizable value. The guidance also includes additional disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2019-02 should be applied prospectively. The Company does not expect the standard to have a material impact Consolidated Financial Statements In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”). The amendments in ASU 2018-17 for determining whether a decision-making fee is a variable interest require reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not having a variable interest through their decision-making arrangements. The amendments in ASU 2018-17 are effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the standard to have a material impact . In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently evaluating the impact of adopting ASU 2018-13 on its Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20) (“ASU 2018-14”). ASU 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The amendments in ASU 2018-14 are effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The updated standard should be applied on a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2018-14 on its Consolidated Financial Statements. 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 model 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. In November 2018, the FASB issued ASU No. 2018-19 to clarify the scope of the guidance in the amendments in ASU 2016-13. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of ASC 842 Adoption Adjustments Impact on Consolidated Balance Sheets | The Company recognized operating lease ROU assets on its Consolidated Balance Sheet as of January 1, 2019 of $112.8 million, inclusive of the present value of remaining future operating lease payments of $98.9 million and reclassifications of certain operating lease related assets and liabilities under the Company’s historical accounting policy prior to the adoption of ASC 842 such as favorable (unfavorable) lease intangible assets, deferred rent, short-term and long-term prepaid expenses and other accruals. These are summarized in the table below (in thousands). The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. ASC 842 Adoption Adjustments Present Value of Remaining Operating Lease Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease ROU Assets Impact on Consolidated Balance Sheets December 31, 2018 Payments as of January 1, 2019 Net Favorable Leases Deferred Rent Other Total Adjustments January 1, 2019 Prepaid expenses and other current assets $ 22,673 $ - $ - $ - $ (270 ) $ (270 ) $ 22,403 Other intangible assets, net 89,958 - (24,181 ) - - (24,181 ) 65,777 Other noncurrent assets, net 106,884 98,887 24,181 (9,781 ) (720 ) 112,567 219,451 Total assets 7,062,030 98,887 - (9,781 ) (990 ) 88,116 7,150,146 Other current liabilities 12,352 17,399 - (1,645 ) (423 ) 15,331 27,683 Other noncurrent liabilities 270,084 81,488 - (8,136 ) (567 ) 72,785 342,869 Total liabilities 5,193,046 98,887 - (9,781 ) (990 ) 88,116 5,281,162 |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income 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 shares 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 during the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Weighted average shares outstanding - basic 45,986 45,718 45,754 Dilutive effect of equity incentive plan instruments 1,937 1,694 1,395 Weighted average shares outstanding - diluted 47,923 47,412 47,149 |
Non Guarantor VIEs [Member] | |
Consolidated VIEs | As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2019 2018 Current assets $ 9,837 $ 20,898 Property and equipment, net 19,586 10,994 Goodwill 102,447 121,600 FCC licenses 138,482 157,658 Network affiliation agreements 55,378 74,726 Other intangible assets, net 22 787 Other noncurrent assets, net 6,818 3,652 Total assets $ 332,570 $ 390,315 Current liabilities $ 19,653 $ 17,594 Noncurrent liabilities 42,012 27,542 Total liabilities $ 61,665 $ 45,136 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2019 2018 Current assets: Cash and cash equivalents $ 12,944 $ 19,060 Accounts receivable, net 17,995 22,725 Prepaid expenses and other current assets 1,921 4,423 Total current assets 32,860 46,208 Property and equipment, net 42,308 30,861 Goodwill 135,634 154,787 FCC licenses 138,482 157,658 Network affiliation agreements 66,679 87,821 Other intangible assets, net 513 1,404 Other noncurrent assets, net 12,749 8,073 Total assets $ 429,225 $ 486,812 Current liabilities: Current portion of debt $ 3,433 $ 54,616 Interest payable 834 345 Other current liabilities 19,653 17,594 Total current liabilities 23,920 72,555 Debt 241,190 243,717 Other noncurrent liabilities 42,012 27,542 Total liabilities $ 307,122 $ 343,814 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Information | The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of Tribune and Media General had occurred on January 1, 2018 and January 1, 2016, respectively. The 2017 period does not include the pro forma effects of the Tribune acquisition, and as such will not provide comparability to the 2019 and 2018 periods presented in the following tables (in thousands): Years Ended December 31, 2019 2018 2017 Net revenue $ 4,023,138 $ 4,266,475 $ 2,484,214 Income before income taxes 429,784 656,864 288,279 Net income 300,711 502,694 503,871 Net income attributable to Nexstar 295,061 503,947 503,541 |
Tribune [Member] | |
Business Acquisition [Line Items] | |
Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger | The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | Subject to final determination, which is expected to occur within twelve months of the acquisition date, the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands): Assets acquired Cash and cash equivalents $ 1,289,251 Restricted cash and cash equivalents 16,609 Accounts receivable, net 366,820 Prepaid expenses and other current assets 106,070 Property and equipment 511,397 Goodwill 990,927 FCC licenses 1,249,286 Network affiliation agreements 1,303,858 Other intangible assets 742,114 Equity investments 1,460,440 Assets held for sale 239,750 Other noncurrent assets 276,099 Total assets acquired 8,552,621 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (363,632 ) Income taxes payable (126,562 ) Deferred tax liabilities (1,075,968 ) Other noncurrent liabilities (759,731 ) Total liabilities assumed (2,367,126 ) Noncontrolling interests (6,201 ) Net assets acquired and consolidated $ 6,179,294 |
LKQD [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The 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 42,475 Total assets acquired and consolidated 123,897 Less: Accounts payable and accrued expenses (18,816 ) Less: Taxes payable (1,065 ) Less: Deferred tax liabilities (6,984 ) Net assets acquired and consolidated $ 97,032 |
Other 2018 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | T he fair values of the assets acquired and liabilities assumed are as follows (in thousands): Accounts receivable $ 2,091 Prepaid expenses 66 Broadcast rights 73 Property and equipment 5,833 FCC licenses 10,630 Network affiliation agreements 6,655 Goodwill 2,544 Other intangible assets 365 Other noncurrent assets 33 Total assets acquired 28,290 Less: Accounts payable and accrued expenses (1,311 ) Net assets acquired $ 26,979 |
2017 Merger [Member] | |
Business Acquisition [Line Items] | |
Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger | The following table summarizes the components of the total consideration paid, payable or issued upon closing of the 2017 merger (in thousands): Cash Consideration $ 1,376,108 Nexstar Common Stock issued (15,670,094 shares) 995,835 Reissued Nexstar Common Stock from treasury (560,316 shares) 35,608 Stock option replacement awards (228,438 options) 10,702 Repayment of Media General debt, including premium and accrued interest 1,658,135 Contingent consideration liability (CVR) 271,008 $ 4,347,396 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2019 2018 Buildings and improvements 39 $ 354,046 $ 231,270 Land N/A 305,067 126,926 Leasehold improvements term of lease 57,301 27,573 Studio and transmission equipment 5-15 691,216 555,389 Computer equipment 3-5 121,190 97,180 Furniture and fixtures 7 24,563 18,720 Vehicles 5 48,980 38,398 Construction in progress N/A 187,229 74,924 1,789,592 1,170,380 Less: accumulated depreciation and amortization (499,164 ) (438,842 ) Property and equipment, net $ 1,290,428 $ 731,538 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following, as of December 31 (dollars in thousands): Estimated 2019 2018 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,223,906 $ (691,640 ) $ 2,532,266 $ 1,977,825 $ (575,860 ) $ 1,401,965 Other definite-lived intangible assets 1-20 961,350 (233,996 ) 727,354 246,137 (156,179 ) 89,958 Other intangible assets $ 4,185,256 $ (925,636 ) $ 3,259,620 $ 2,223,962 $ (732,039 ) $ 1,491,923 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2019 (in thousands): 2020 $ 288,771 2021 280,525 2022 278,456 2023 277,304 2024 276,819 Thereafter 1,857,745 $ 3,259,620 |
Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets | The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2019 and 2018 are as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2018 $ 2,257,774 $ (89,820 ) $ 2,167,954 $ 1,825,678 $ (47,410 ) $ 1,778,268 Acquisitions (See Note 3) 990,927 - 990,927 1,249,286 - 1,249,286 Nexstar Divestitures (See Note 3) (98,834 ) - (98,834 ) (92,763 ) - (92,763 ) Impairment - (42,474 ) (42,474 ) - - - Deconsolidation of Marshall (See Note 2) (19,154 ) - (19,154 ) (13,326 ) - (13,326 ) Measurement period adjustments related to prior year acquisitions (1,544 ) - (1,544 ) - - - Balances as of December 31, 2019 $ 3,129,169 $ (132,294 ) $ 2,996,875 $ 2,968,875 $ (47,410 ) $ 2,921,465 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Schedule of Assets Held for Sale | Assets held for sale in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2019 2018 Real estate $ 240,524 $ 4,417 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investment | Investments consist of the following (in thousands): 2019 2018 Equity method investments $ 1,471,866 $ 13,666 Other equity investments 5,487 305 Total investments $ 1,477,353 $ 13,971 |
Summary of Income on Equity Investments, Net | Income on equity investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income consisted of the following (in thousands): 2019 2018 2017 Income on equity investments, net, before amortization of basis difference $ 63,107 $ (1,907 ) $ (1,017 ) Amortization of basis difference (45,182 ) (529 ) (251 ) Income on equity investments, net $ 17,925 $ (2,436 ) $ (1,268 ) |
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in thousands): September 19, 2019 to December 31, 2019 Net revenue $ 369,014 Costs and expenses 163,657 Income from operations 205,357 Net income 208,487 Net income attributable to Nexstar Media Group, Inc. 65,244 December 31, 2019 Current assets $ 845,151 Noncurrent assets 405,161 Current liabilities 138,749 Noncurrent liabilities 11,111 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following, as of December 31 (in thousands): 2019 2018 Compensation and related taxes $ 88,372 $ 44,269 Broadcast rights payable 120,165 8,340 Network affiliation fees 62,901 21,916 Interest payable 88,600 32,047 Capital expenditures 25,410 18,273 Other 157,228 51,052 $ 542,676 $ 175,897 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following, as of December 31 (in thousands): 2019 2018 Term loans $ 5,914,703 $ 2,445,169 Revolving loans - 5,628 6.125% Senior unsecured notes due 2022 - 275,000 5.875% Senior unsecured notes due 2022 - 400,000 5.625% Senior unsecured notes due 2024 900,000 900,000 5.625% Senior unsecured notes due 2027 1,785,000 - Total outstanding principal 8,599,703 4,025,797 Less: unamortized financing costs and discount - Term Loans (104,281 ) (37,679 ) Less: unamortized financing costs and discount - 6.125% Notes due 2022 - (1,556 ) Less: unamortized financing costs and premium - 5.875% Notes due 2022 - 6,233 Less: unamortized financing costs and discount - 5.625% Notes due 2024 (9,955 ) (11,792 ) Less: unamortized financing costs and premium - 5.625% Notes due 2027 7,121 - Total outstanding debt 8,492,588 3,981,003 Less: current portion (109,310 ) (96,093 ) Long-term debt, net of current portion $ 8,383,278 $ 3,884,910 |
Maturities of Debt | The scheduled maturities of the Company’s debt, excluding the unamortized financing costs, discounts and premium, as of December 31, 2019 are summarized as follows (in thousands): 2020 $ 109,310 2021 126,360 2022 165,436 2023 722,766 2024 2,779,081 Thereafter 4,696,750 $ 8,599,703 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | (In thousands) Balance Sheet Classification December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 235,285 Current lease liabilities Other current liabilities $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $2,526 Property, plant and equipment, net $ 8,138 Current lease liabilities Other current liabilities $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 15,177 |
Summary of Other Information Related to Leases | Other information related to leases as of December 31, 2019 was as follows (in thousands, except lease term and discount rates): Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28,345 Operating cash flows from finance leases 943 Financing cash flows from finance leases 822 Weighted Average Remaining Lease Term Operating leases 7.4 years Finance leases 11.6 years Weighted Average Discount Rate Operating leases 5.3 % Finance leases 5.7 % |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows (in thousands): Operating Leases Finance Leases 2020 $ 45,669 $ 1,795 2021 39,278 1,843 2022 36,421 1,803 2023 33,067 1,818 2024 30,076 1,833 Thereafter 85,745 13,365 Total future minimum lease payments 270,256 22,457 Less: imputed interest (49,491 ) (6,380 ) Total $ 220,765 $ 16,077 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Reconciliation of Changes in Plans' Benefit Obligations | The following table provides a reconciliation of the changes in the plans’ benefit obligations for the years ended December 31, 2019 and 2018 (in thousands) Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Change in benefit obligations: Benefit obligations at beginning of period $ 423,700 $ 460,862 $ 21,409 $ 23,374 $ - $ - Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) - - - - 2,091,029 6,813 Service cost - - 12 16 271 - Interest cost 15,517 13,965 765 689 15,650 41 Participant contributions - - - 20 - 4 Plan amendments - - (364 ) - - - Actuarial (gain) loss 41,483 (21,568 ) 2,516 (1,362 ) (9,627 ) (239 ) Benefit payments (30,099 ) (29,559 ) (1,770 ) (1,328 ) (28,043 ) (176 ) Benefit obligations at end of period (1)(2) $ 450,601 $ 423,700 $ 22,568 $ 21,409 $ 2,069,280 $ 6,443 ( 1 ) Unless required, the Company’s policy for certain pension benefits to Media General plans is to fund benefits under the supplemental executive retirement, ERISA Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2019, the benefit obligation related to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $55.1 million. ( 2 ) As of December 31, 2019, the pension benefit obligation includes $395.5 million related to Media General plans that is substantially funded by plan assets. These plan assets cover approximately 95% of the benefit obligation. As of December 31, 2019, the $2.069 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 82% of such benefit obligation. |
Schedule of Plans' Benefit Obligations Determined Using Assumptions | The Plans’ benefit obligations were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Discount rate 3.08 % 4.12 % 3.00 % 4.06 % 3.09 % 2.53 % Compensation increase rate - - 2.00 % 2.00 % - - |
Schedule of Reconciliation of Changes in Fair Value of Plans' Assets | The following table provides a reconciliation of the changes in the fair value of the plans’ assets for the years ended December 31, 2019 and 2018 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Change in plan assets: Fair value of plan assets at beginning of period $ 330,914 $ 381,455 $ - $ - $ - $ - Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) 1,672,788 Actual return on plan assets 69,765 (25,108 ) - - 57,527 - Employer contributions 4,154 4,126 1,769 1,308 - 172 Participant contributions - - - 20 - 4 Benefit payments (30,099 ) (29,559 ) (1,769 ) (1,328 ) (28,043 ) (176 ) Fair value of plan assets at end of period $ 374,734 $ 330,914 $ - $ - $ 1,702,272 $ - |
Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category | The asset allocation for the Company’s funded retirement plans at the end of 201 9 , and the asset allocation range for 20 20 , by asset category, are as follows: Media General Tribune Asset Allocation Percentage of Plan Assets at Year End Asset Allocation Percentage of Plan Assets at Year End Asset category: 2020 2019 2020 2019 Equity securities 40% 37% 50% 50% Fixed income securities 60% 62% 45% 45% Other - 1% 5% 5% Total 100% 100% |
Schedule of Pension Plan Assets by asset Category | The following table sets forth, by asset category, the Company’s pension plan assets as of December 31, 2019 and 2018, using the fair value hierarchy established under ASC Topic 820 as described in Note 12. The fair value hierarchy in the tables exclude certain investments which are valued using net asset value (“NAV”) as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2019 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 57,854 $ - $ - $ 57,854 $ 605,572 $ - $ - $ 605,572 Common collective trusts - - - - - 6,981 - 6,981 Fixed income U.S. government securities - - - - - 347,091 - 347,091 Corporate bonds - - - - - 363,720 - 363,720 Mortgage-backed and asset-backed securities - - - - - 63,504 - 63,504 Other (1) 891 - - 891 - (156,893 ) - (156,893 ) Pooled separate account - - - - - 16,188 - 16,188 Total pension plan assets measured at fair value $ 58,745 $ - $ - 58,745 $ 605,572 $ 640,591 $ - 1,246,163 Pension plan assets measured at NAV as a practical expedient 315,989 429,729 Pension plan assets measured at contract value: Insurance contracts - 26,380 Total pension plan assets $ 374,734 $ 1,702,272 (1) Other includes pending net security purchases of $210.8 million. Pension Plan Assets as of December 31, 2018 Media General Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 45,620 $ - $ - $ 45,620 Other 3,623 3,623 Total pension plan assets mesured at fair value 49,243 - - 49,243 Pension plan assets measured at NAV as a practical expedient 281,671 Total pension plan assets $ 330,914 |
Schedule of Funded Status of Plans | The following table provides a statement of the funded status of the plans at December 31 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Amounts recorded in the balance sheet: Current liabilities $ (4,068 ) $ (4,091 ) $ (1,917 ) $ (1,883 ) $ - $ (1,069 ) Noncurrent liabilities (71,799 ) (88,695 ) (20,651 ) (19,526 ) (367,008 ) (5,374 ) Funded status $ (75,867 ) $ (92,786 ) $ (22,568 ) $ (21,409 ) $ (367,008 ) $ (6,443 ) |
Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans | The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB January 17, 2017 $ - $ - $ - $ - Actuarial gain (loss) 9,733 (1,433 ) - - December 31, 2017 9,733 (1,433 ) - - Actuarial (loss) gain (29,074 ) 1,471 - - December 31, 2018 (19,341 ) 38 - - Actuarial gain (loss) 6,416 (2,163 ) 41,446 239 December 31, 2019 $ (12,925 ) $ (2,125 ) $ 41,446 $ 239 |
Schedule of Expected Plan Contributions | The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Employer Contributions 2020 to participant benefits $ 4,069 $ 1,917 $ 51,312 $ 1,069 Expected Benefit Payments 2020 $ 29,985 $ 1,917 $ 122,585 $ 1,069 2021 29,761 1,897 125,984 945 2022 29,447 1,863 128,114 829 2023 29,297 1,832 131,000 723 2024 29,080 1,793 129,622 626 2025-2029 137,544 7,799 624,621 1,953 |
Summary of Components of Net Periodic Benefit Cost (Credit) for Plans | The following table provides the components of net periodic benefit cost (credit) for the plans for the years ended December 31, 2019 and 2018 (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Service cost $ - $ - $ 12 $ 16 $ 271 $ - Interest cost 15,517 13,965 765 689 15,650 41 Expected return on plan assets (21,867 ) (25,534 ) - - (25,708 ) - Amortization of net loss - - (10 ) 109 - - Settlement gain recognized - - - - - - Net periodic benefit cost (credit) $ (6,350 ) $ (11,569 ) $ 767 $ 814 $ (9,787 ) $ 41 |
Schedule of Assumptions Used to Determine Net Periodic Costs | The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2019 2018 2019 2018 2019 Discount rate 4.13 % 3.49 % 4.06 % 3.42 % 3.12 % 2.57 % Expected return on plan assets 6.25 % 7.00 % - - 5.55 % - Compensation increase rate - - 2.00 % 2.00 % - - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis | Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands) 2019 2018 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 5,810,422 $ 5,915,451 $ 2,407,490 $ 2,389,439 Revolving loans (1) - - 5,628 5,528 6.125% Senior unsecured notes (2) - - 273,444 275,688 5.875% Senior unsecured notes (2) - - 406,233 397,000 5.625% Senior unsecured notes due 2024 (2) 890,045 938,250 888,208 837,000 5.625% Senior unsecured notes due 2027 (2) 1,792,121 1,883,175 - - (1) The fair values of senior secured and revolving credit facilities are 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. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Option Activity | The following table summarizes activity and information related to stock options for the year ended December 31, 2019: Outstanding Options Non-Vested Options Weighted- Weighted- Average Aggregate Weighted- Average Remaining Intrinsic Average Exercise Contractual Value Grant-Date Shares Price Term (Years) (thousands) Shares Fair Value Outstanding as of December 31, 2018 1,809,268 $ 21.92 4.05 102,625 50,000 $ 31.45 Granted - $ - - $ - Exercised (142,518 ) $ 16.86 - $ - Vested - $ - (50,000 ) $ 31.45 Forfeited/cancelled (925 ) $ 4.64 $ - Balances as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 - $ 31.45 Exercisable as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 Fully vested and expected to vest as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 |
Time Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | The RSUs vest over a range of two to five years from the date of the award. All unvested RSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2019: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2018 1,256,375 $ 63.91 Awarded 363,000 $ 96.97 Vested (450,124 ) $ 63.52 Forfeited/cancelled (18,000 ) $ 70.41 Unvested as of December 31, 2019 1,151,251 $ 74.39 |
Performance Based Restricted Stock Unit [Member] | |
Summary of Restricted Stock Units | The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of three to four years) designated by the Board of Directors of the Company. All unvested PSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to PSUs for the year ended December 31, 2019: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2018 167,500 $ 63.86 Awarded 113,334 $ 84.95 Vested (72,499 ) $ 59.58 Forfeited/cancelled - $ - Unvested as of December 31, 2019 208,335 $ 76.82 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Taxes | The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2019 2018 2017 Current tax expense (benefit): Federal $ 111,486 $ 102,516 $ 190,743 State 28,962 29,761 38,499 140,448 132,277 229,242 Deferred tax expense (benefit): Federal 8,075 7,997 (438,281 ) State (11,497 ) 4,406 (24,904 ) (3,422 ) 12,403 (463,185 ) Income tax expense (benefit) $ 137,026 $ 144,680 $ (233,943 ) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Income Tax Expense | The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in thousands): 2019 2018 2017 Federal income tax at the statutory rate $ 78,229 $ 111,915 $ 84,476 State and local taxes, net of federal benefit 13,569 27,123 10,676 Nondeductible compensation 5,149 2,858 6,375 Nontaxable proceeds on station divestiture - - (9,146 ) Nondeductible acquisition costs 3,649 - 3,901 Nondeductible meals and entertainment 2,171 2,047 1,546 Nondeductible goodwill impairment 8,920 1,532 3,577 Domestic production activities deduction - - (11,178 ) Excess tax benefit on stock-based compensation (5,363 ) (750 ) (8,106 ) Disposition of nondeductible goodwill 10,302 - 3,279 Impact of federal tax rate reduction - - (322,193 ) Change in beginning of year valuation allowance 19,894 1,430 1,635 Other 506 (1,475 ) 1,215 Income tax expense (benefit) $ 137,026 $ 144,680 $ (233,943 ) |
Schedule of Components of Net Deferred Tax Asset Liability | The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 41,142 $ 46,189 Compensation 18,827 14,085 Rent 56,974 1,916 Pension 121,437 30,679 Other 24,394 13,270 Total deferred tax assets 262,774 106,139 Valuation allowance for deferred tax assets (18,147 ) (3,071 ) Total deferred tax assets 244,627 103,068 Deferred tax liabilities: Property and equipment (249,909 ) (72,703 ) Other intangible assets (508,412 ) (291,673 ) Goodwill (125,609 ) (37,455 ) FCC licenses (671,092 ) (318,562 ) Rent (64,229 ) - Deferred gain on spectrum (37,276 ) - Investments (280,002 ) - Other (18,786 ) (13,070 ) Total deferred tax liabilities (1,955,315 ) (733,463 ) Net deferred tax liabilities $ (1,710,688 ) $ (630,395 ) |
Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions | A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2019 2018 2017 Uncertain tax position liability at the beginning of the year $ 12,542 $ 23,258 $ 3,677 Increases resulting from merger transaction 32,211 432 22,605 Increases related to tax positions taken during the current period 75 45 1,847 Increases related to tax positions taken during prior periods 761 1,497 - Decreases related to tax positions taken during prior periods - (12,496 ) (2,440 ) Decreases related to settlements with taxing authorities - - (806 ) Decreases related to expiration of statute of limitations (354 ) (194 ) (1,625 ) Uncertain tax position liability at the end of the year $ 45,235 $ 12,542 $ 23,258 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Un-booked Broadcast Rights | Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2019 (in thousands): 2020 $ 70,264 2021 45,370 2022 35,721 2023 15,861 2024 8,833 Thereafter - $ 176,049 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Year Ended December 31, 2019 Broadcast Other Consolidated Net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Depreciation 108,805 14,570 123,375 Amortization of intangible assets 182,238 18,079 200,317 Income (loss) from operations 948,237 (293,106 ) 655,131 Goodwill 2,996,875 - 2,996,875 Assets 12,918,966 1,070,771 13,989,737 Year Ended December 31, 2018 Broadcast Other Consolidated Net revenue $ 2,612,531 $ 154,165 $ 2,766,696 Depreciation 89,312 20,477 109,789 Amortization of intangible assets 126,850 22,556 149,406 Income (loss) from operations 918,401 (160,622 ) 757,779 Goodwill 2,125,479 42,475 2,167,954 Assets 6,622,604 439,426 7,062,030 Year Ended December 31, 2017 Broadcast Other Consolidated Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 Depreciation 85,913 14,745 100,658 Amortization of intangible assets 147,328 12,172 159,500 Income (loss) from operations 694,967 (189,342 ) 505,625 |
Summary of Disaggregation of Revenue | The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented. Year Ended December 31, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 1,335,126 $ - $ 1,335,126 Political advertising 51,889 - 51,889 Distribution revenue 1,368,881 - 1,368,881 Digital 137,067 104,452 241,519 Other 19,083 5,441 24,524 Trade revenue 17,385 - 17,385 Total revenue $ 2,929,431 $ 109,893 $ 3,039,324 Year Ended December 31, 2018 Broadcast Other Consolidated Core advertising (local and national) $ 1,089,920 $ - $ 1,089,920 Political advertising 251,209 - 251,209 Distribution revenue 1,121,081 - 1,121,081 Digital 107,054 154,105 261,159 Other 26,425 60 26,485 Trade revenue 16,842 - 16,842 Total revenue $ 2,612,531 $ 154,165 $ 2,766,696 Year Ended December 31, 2017 Broadcast Other Consolidated Core advertising (local and national) $ 1,108,017 $ - $ 1,108,017 Political advertising 26,865 - 26,865 Distribution revenue 995,790 - 995,790 Digital 101,286 125,466 226,752 Other 17,765 96 17,861 Trade and barter revenue 56,681 56,681 Net revenue $ 2,306,404 $ 125,562 $ 2,431,966 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company ASSETS Current assets: Cash and cash equivalents $ - $ 208,223 $ 8,686 $ 15,161 $ - $ 232,070 Restricted cash and cash equivalents - 16,608 - - - 16,608 Accounts receivable 997 826,868 13,705 42,351 - 883,921 Amounts due from consolidated entities - 156,112 15,232 - (171,344 ) - Spectrum asset - 67,171 - - - 67,171 Other current assets - 148,840 632 2,525 - 151,997 Total current assets 997 1,423,822 38,255 60,037 (171,344 ) 1,351,767 Investments in subsidiaries 1,391,014 108,884 - - (1,499,898 ) - Amounts due from consolidated entities 679,817 - - - (679,817 ) - Property and equipment, net - 1,246,263 22,722 21,518 (75 ) 1,290,428 Goodwill - 2,861,241 33,187 102,447 - 2,996,875 FCC licenses - 2,782,983 43,102 95,380 - 2,921,465 Network affiliation agreements, net - 2,465,587 11,301 55,378 - 2,532,266 Other intangible assets, net - 724,247 491 2,616 - 727,354 Investments - 1,477,353 - - - 1,477,353 Assets held for sale - 240,524 - - - 240,524 Other noncurrent assets 55 382,785 55,257 25,347 (11,739 ) 451,705 Total assets $ 2,071,883 $ 13,713,689 $ 204,315 $ 362,723 $ (2,362,873 ) $ 13,989,737 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Current portion of debt $ - $ 105,877 $ 2,285 $ 1,148 $ - $ 109,310 Accounts payable - 142,377 3,074 11,915 - 157,366 Amounts due to consolidated entities - - - 171,344 (171,344 ) - Liability to surrender spectrum asset - 77,962 - - - 77,962 Other current liabilities 392 565,943 6,901 29,683 - 602,919 Total current liabilities 392 892,159 12,260 214,090 (171,344 ) 947,557 Debt - 8,142,088 220,780 20,410 - 8,383,278 Amounts due to consolidated entities - 476,414 - 203,613 (680,027 ) - Deferred tax liabilities - 1,699,774 11,753 10,876 (11,739 ) 1,710,664 Other noncurrent liabilities - 869,292 9,804 15,649 - 894,745 Total liabilities 392 12,079,727 254,597 464,638 (863,110 ) 11,936,244 Total stockholders’ equity (deficit) 2,071,491 1,627,712 (50,282 ) (117,661 ) (1,499,763 ) 2,031,497 Noncontrolling interests in consolidated variable interest entities - 6,250 - 15,746 - 21,996 Total liabilities and stockholders’ equity (deficit) $ 2,071,883 $ 13,713,689 $ 204,315 $ 362,723 $ (2,362,873 ) $ 13,989,737 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 |
Schedule of Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Year Ended December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Net broadcast revenue (including trade) $ - $ 2,808,584 $ 76,227 $ 154,513 $ - $ 3,039,324 Revenue between consolidated entities 36,389 94,198 34,652 80,637 (245,876 ) - Net revenue 36,389 2,902,782 110,879 235,150 (245,876 ) 3,039,324 Operating expenses (income): Direct operating expenses, excluding depreciation and amortization - 1,124,400 48,670 179,396 (3,834 ) 1,348,632 Selling, general, and administrative expenses, excluding depreciation and amortization 39,847 721,629 4,475 40,051 (76,021 ) 729,981 Local service agreement fees between consolidated entities - 71,822 61,215 32,983 (166,020 ) - Amortization of broadcast rights - 81,038 1,493 2,487 - 85,018 Amortization of intangible assets - 173,666 1,919 24,732 - 200,317 Depreciation - 116,077 2,586 4,712 - 123,375 Reimbursement from the FCC related to station repack - (54,037 ) (5,663 ) (10,656 ) - (70,356 ) Goodwill and intangible assets impairment - - - 63,317 - 63,317 Gain on disposal of stations, net - (96,091 ) - - - (96,091 ) Total operating expenses 39,847 2,138,504 114,695 337,022 (245,875 ) 2,384,193 (Loss) income from operations (3,458 ) 764,278 (3,816 ) (101,872 ) (1 ) 655,131 Income (loss) from equity investments, net - 17,978 - (53 ) - 17,925 Interest expense, net - (290,206 ) (10,841 ) (3,303 ) - (304,350 ) Loss on extinguishment of debt - (10,301 ) - - - (10,301 ) Pension and other postretirement plans credit, net - 15,600 - - - 15,600 Other income (expenses) (1,587 ) 905 - (2 ) - (684 ) Equity in income of consolidated subsidiaries 271,408 - - - (271,408 ) - Income (loss) before income taxes 266,363 498,254 (14,657 ) (105,230 ) (271,409 ) 373,321 Income tax benefit (expense) 245 (137,545 ) (14,492 ) 14,766 - (137,026 ) Net income (loss) 266,608 360,709 (29,149 ) (90,464 ) (271,409 ) 236,295 Net income attributable to noncontrolling interests - - - (6,036 ) - (6,036 ) Net income (loss) attributable to Nexstar $ 266,608 $ 360,709 $ (29,149 ) $ (96,500 ) $ (271,409 ) $ 230,259 Net income (loss) $ 266,608 $ 360,709 $ (29,149 ) $ (90,464 ) $ (271,409 ) $ 236,295 Other comprehensive income: Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax expense of $11,723 - 34,166 - - - 34,166 Total comprehensive income (loss) 266,608 394,875 (29,149 ) (90,464 ) (271,409 ) 270,461 Comprehensive loss attributable to noncontrolling interests - - - (6,036 ) - (6,036 ) Total comprehensive income (loss) attributable to Nexstar $ 266,608 $ 394,875 $ (29,149 ) $ (96,500 ) $ (271,409 ) $ 264,425 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 Loss from equity investments, net - (2,436 ) - - - (2,436 ) 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 - (39 ) - - - (39 ) Equity in income of consolidated 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 Loss from equity investments, net - (1,268 ) (1,268 ) 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 - (16 ) - - - (16 ) 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 |
Schedule of Condensed Consolidating Cash Flow Statement | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2019 (in thousands) Nexstar Non- Consolidated Nexstar Broadcasting Mission Guarantors Eliminations Company Cash flows from operating activities $ - $ 415,174 $ 627 $ 1,666 $ - $ 417,467 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 Deconsolidation of the cash of Marshall - - - (5,011 ) - (5,011 ) Purchases of property and equipment - (174,118 ) (6,117 ) (17,276 ) - (197,511 ) Spectrum repack reimbursements from the FCC - 54,037 5,663 10,656 - 70,356 Inter-company payments - (49,014 ) - - 49,014 - Investment in a loan receivable - - (48,876 ) - - (48,876 ) Proceeds from disposals of property and equipment - 4,437 - 14 - 4,451 Distribution from an equity investment - 2,205 - - - 2,205 Other investing activities - 452 - - - 452 Net cash provided by (used in) investing activities - (4,690,222 ) (49,330 ) (11,617 ) 49,014 (4,702,155 ) Cash flows from financing activities: Proceeds from long-term debt - 5,523,481 - - - 5,523,481 Payments for debt financing costs - (72,052 ) - - - (72,052 ) Repayments of long-term debt - (896,477 ) (2,285 ) (3,455 ) - (902,217 ) Premium paid on debt extinguishment - (10,094 ) - - - (10,094 ) Common stock dividends paid (82,823 ) - - - - (82,823 ) Inter-company payments 135,348 (135,210 ) 48,876 - (49,014 ) - Purchase of treasury stock (45,115 ) - - - - (45,115 ) Purchase of noncontrolling interest from a consolidated variable interest entity - (6,386 ) - (7 ) - (6,393 ) Cash paid for shares withheld for taxes (9,813 ) - - - - (9,813 ) Payments for capital lease and capitalized software obligations - (9,097 ) - (78 ) - (9,175 ) Proceeds from exercise of stock options 2,403 - - - - 2,403 Other financing activities - 49 - - - 49 Net cash provided by (used in) financing activities - 4,394,214 46,591 (3,540 ) (49,014 ) 4,388,251 Net increase (decrease) in cash, cash equivalents and restricted cash - 119,166 (2,112 ) (13,491 ) - 103,563 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 $ - $ 224,831 $ 8,686 $ 15,161 $ - $ 248,678 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 ) Deposits and payments for acquisitions - (103,976 ) - - - (103,976 ) Spectrum repack reimbursements from the FCC - 23,933 2,818 2,630 - 29,381 Proceeds from disposals of property and equipment - 4,344 - - - 4,344 Other investing activities - 978 - 5 - 983 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 ) - - - - Proceeds from exercise of stock options 5,970 - - - - 5,970 Cash paid for shares withheld for taxes (4,938 ) - - - - (4,938 ) Payments for capital lease obligations - - - - - Other financing activities - (12,371 ) - 226 - (12,145 ) 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 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Three Months Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 (in thousands, except per share amounts) Net revenue $ 626,647 $ 649,012 $ 663,575 1,100,090 Income from operations 127,074 149,944 121,615 256,498 Income before income taxes 73,328 97,381 34,329 168,283 Net income (loss) attributable to Nexstar 54,892 68,002 (5,847 ) 113,212 Basic net income (loss) per common share $ 1.20 $ 1.48 $ (0.13 ) $ 2.46 Basic weighted average shares outstanding 45,785 46,090 46,114 45,952 Diluted net income (loss) per common share $ 1.15 $ 1.42 $ (0.13 ) $ 2.36 Diluted weighted average shares outstanding 47,784 47,971 46,114 47,933 Three Months Ended March 31, June 30, September 30, December 31, 2018 2018 2018 2018 (in thousands, except per share amounts) Net revenue $ 615,336 $ 660,323 $ 693,015 $ 798,022 Income from operations 117,616 174,494 192,893 272,776 Income before income taxes 64,845 119,870 135,071 213,159 Net income attributable to Nexstar 48,122 87,732 100,514 153,109 Basic net income per common share $ 1.04 $ 1.92 $ 2.21 $ 3.36 Basic weighted average shares outstanding 46,075 45,631 45,552 45,619 Diluted net income per common share $ 1.01 $ 1.86 $ 2.12 $ 3.22 Diluted weighted average shares outstanding 47,685 47,147 47,338 47,482 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Allowance for Doubtful Accounts Rollforward Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2019 $ 13,158 $ 12,972 $ (8,925 ) $ 17,205 Year Ended December 31, 2018 13,358 10,707 (10,907 ) 13,158 Year Ended December 31, 2017 5,805 10,263 (2,710 ) 13,358 (1) Uncollectible accounts written off, net of recoveries. |
Organization and Business Ope_2
Organization and Business Operations (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019TelevisionStationMarketRadioStation | Sep. 19, 2019USD ($)TelevisionStationMarket | |
Television stations and digital multi channel by affiliates [Line Items] | ||
Number of full power television stations owned, operated, programmed or provided sales and other services | 197 | |
Number of markets in which the Company's stations broadcast | Market | 115 | |
Number of full power television stations owned or operated by independent third parties | 36 | |
Number of AM radio station | RadioStation | 1 | |
Percentage of US television household reach | 39.00% | |
TV Food Network [Member] | ||
Television stations and digital multi channel by affiliates [Line Items] | ||
Ownership stake | 31.30% | 31.30% |
Tribune [Member] | ||
Television stations and digital multi channel by affiliates [Line Items] | ||
Acquisition date | Sep. 19, 2019 | |
Number of full power television stations sold | 21 | |
Number of television market of stations sol | Market | 16 | |
Selling price of entities sold | $ | $ 1,360 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 232,070 | $ 145,115 | |
Accounts receivable, net | 883,921 | 547,285 | |
Prepaid expenses and other current assets | 151,997 | 22,673 | |
Total current assets | 1,351,767 | 767,075 | |
Property and equipment, net | 1,290,428 | 731,538 | |
Goodwill | 2,996,875 | 2,167,954 | |
FCC licenses | 2,921,465 | 1,778,268 | |
Finite lived intangible assets, net | 3,259,620 | 1,491,923 | |
Other noncurrent assets, net | 451,705 | 106,884 | |
Total assets | [1] | 13,989,737 | 7,062,030 |
Current liabilities | 947,557 | 404,172 | |
Total liabilities | [1] | 11,936,244 | 5,193,046 |
Current liabilities: | |||
Current portion of debt | 109,310 | 96,093 | |
Interest payable | 88,600 | 32,047 | |
Other current liabilities | 60,243 | 12,352 | |
Total current liabilities | 947,557 | 404,172 | |
Debt | 8,383,278 | 3,884,910 | |
Other noncurrent liabilities | 894,745 | 270,084 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 2,532,266 | 1,401,965 | |
Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 727,354 | 89,958 | |
Non Guarantor VIEs [Member] | |||
Current assets: | |||
Total current assets | 9,837 | 20,898 | |
Property and equipment, net | 19,586 | 10,994 | |
Goodwill | 102,447 | 121,600 | |
FCC licenses | 138,482 | 157,658 | |
Other noncurrent assets, net | 6,818 | 3,652 | |
Total assets | 332,570 | 390,315 | |
Current liabilities | 19,653 | 17,594 | |
Noncurrent liabilities | 42,012 | 27,542 | |
Total liabilities | 61,665 | 45,136 | |
Current liabilities: | |||
Total current liabilities | 19,653 | 17,594 | |
Non Guarantor VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 55,378 | 74,726 | |
Non Guarantor VIEs [Member] | Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 22 | 787 | |
Consolidated VIEs [Member] | |||
Current assets: | |||
Cash and cash equivalents | 12,944 | 19,060 | |
Accounts receivable, net | 17,995 | 22,725 | |
Prepaid expenses and other current assets | 1,921 | 4,423 | |
Total current assets | 32,860 | 46,208 | |
Property and equipment, net | 42,308 | 30,861 | |
Goodwill | 135,634 | 154,787 | |
FCC licenses | 138,482 | 157,658 | |
Other noncurrent assets, net | 12,749 | 8,073 | |
Total assets | 429,225 | 486,812 | |
Current liabilities | 23,920 | 72,555 | |
Total liabilities | 307,122 | 343,814 | |
Current liabilities: | |||
Current portion of debt | 3,433 | 54,616 | |
Interest payable | 834 | 345 | |
Other current liabilities | 19,653 | 17,594 | |
Total current liabilities | 23,920 | 72,555 | |
Debt | 241,190 | 243,717 | |
Other noncurrent liabilities | 42,012 | 27,542 | |
Consolidated VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 66,679 | 87,821 | |
Consolidated VIEs [Member] | Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | $ 513 | $ 1,404 | |
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) shares in Thousands | Nov. 22, 2019USD ($) | Sep. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)ReportingUnitSegmentshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Nov. 29, 2019USD ($) | Jul. 03, 2019USD ($) | Jan. 01, 2019USD ($) | Jul. 27, 2016 | Jan. 29, 2015USD ($) |
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Proceeds to redeem, aggregate principal amount of senior secured notes due | $ 902,217,000 | $ 653,011,000 | $ 1,922,329,000 | ||||||||||||||||
Restricted cash and cash equivalents held | $ 16,608,000 | $ 16,608,000 | 16,608,000 | ||||||||||||||||
Net revenue | 1,100,090,000 | $ 663,575,000 | $ 649,012,000 | $ 626,647,000 | $ 798,022,000 | $ 693,015,000 | $ 660,323,000 | $ 615,336,000 | 3,039,324,000 | 2,766,696,000 | 2,431,966,000 | ||||||||
Equity method investments, book value | 1,471,866,000 | 1,471,866,000 | 13,666,000 | 1,471,866,000 | 13,666,000 | ||||||||||||||
Operating lease ROU assets | 235,285,000 | 235,285,000 | 235,285,000 | ||||||||||||||||
Future operating lease payments | 220,765,000 | 220,765,000 | 220,765,000 | ||||||||||||||||
Retained earnings | 778,833,000 | 778,833,000 | 620,371,000 | 778,833,000 | 620,371,000 | ||||||||||||||
Advertising Expense | $ 8,900,000 | $ 8,200,000 | $ 9,200,000 | ||||||||||||||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 8 | 21 | 153 | ||||||||||||||||
Number of reportable segments | Segment | 1 | ||||||||||||||||||
Television Station [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Number of reporting units | ReportingUnit | 1 | ||||||||||||||||||
Cable Network [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Number of reporting units | ReportingUnit | 1 | ||||||||||||||||||
Digital Media [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Number of reporting units | ReportingUnit | 1 | ||||||||||||||||||
Network affiliation agreements [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | |||||||||||||||||
ASC 842 Adoption Adjustments [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Operating lease ROU assets | 112,800,000 | 112,800,000 | $ 112,800,000 | $ 112,800,000 | |||||||||||||||
Future operating lease payments | 98,900,000 | ||||||||||||||||||
Retained earnings | $ 0 | ||||||||||||||||||
TV Food Network [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Equity method investments, book value | $ 1,447,000,000 | 1,452,000,000 | 1,452,000,000 | 1,452,000,000 | |||||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Barter Revenue [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Net revenue | $ 42,500,000 | ||||||||||||||||||
Expense | $ 42,500,000 | ||||||||||||||||||
Marshall Broadcasting Group Inc [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Loan receivable recognized | $ 48,900,000 | $ 48,900,000 | |||||||||||||||||
Deconsolidation, gain or loss | 0 | ||||||||||||||||||
Tribune [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Proceeds to redeem, aggregate principal amount of senior secured notes due | 2,990,000,000 | ||||||||||||||||||
Restricted cash and cash equivalents held | $ 16,600,000 | $ 16,600,000 | $ 16,600,000 | ||||||||||||||||
Operating lease ROU assets | $ 141,500,000 | ||||||||||||||||||
Tribune [Member] | Network affiliation agreements [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||||||||
Mission [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Loan receivable recognized | $ 48,900,000 | ||||||||||||||||||
5.625 % Due 2027 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | ||||||||||||||||
Term Loan B [Member] | Tribune [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 3,065,000,000 | ||||||||||||||||||
Debt issued percentage | 99.21% | ||||||||||||||||||
Term Loan A [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Proceeds to redeem, aggregate principal amount of senior secured notes due | $ 2,300,000 | ||||||||||||||||||
Term Loan A [Member] | Tribune [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 675,000,000 | ||||||||||||||||||
Debt issued percentage | 99.31% | ||||||||||||||||||
5.625 % Due 2024 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | ||||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 665,000,000 | ||||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | |||||||||||||
Debt issued percentage | 104.875% | ||||||||||||||||||
Debt premium | $ 27,400,000 | ||||||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Tribune [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 1,120,000,000 | $ 1,120,000,000 | $ 1,120,000,000 | $ 1,120,000,000 | |||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Nexstar Escrow Corporation [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 665,000,000 | $ 1,120,000,000 | |||||||||||||||||
Interest rate | 5.625% | 5.625% | |||||||||||||||||
Debt issued percentage | 104.875% | ||||||||||||||||||
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Interest rate | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% | |||||||||||||
Proceeds to redeem, aggregate principal amount of senior secured notes due | $ 400,000,000 | ||||||||||||||||||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Debt issuance, aggregate principal amount | $ 275,000,000 | ||||||||||||||||||
Interest rate | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | ||||||||||||
Proceeds to redeem, aggregate principal amount of senior secured notes due | $ 275,000,000 | ||||||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | |||||||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of ASC 842 Adoption Adjustments Impact on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Prepaid expenses and other current assets | $ 151,997 | $ 22,673 | ||
Other intangible assets, net | 727,354 | 89,958 | ||
Other noncurrent assets, net | 451,705 | 106,884 | ||
Total assets | [1] | 13,989,737 | 7,062,030 | |
Other current liabilities | 60,243 | 12,352 | ||
Other noncurrent liabilities | 894,745 | 270,084 | ||
Total liabilities | [1] | $ 11,936,244 | $ 5,193,046 | |
ASC 842 Adoption Adjustments [Member] | ||||
Prepaid expenses and other current assets | $ 22,403 | |||
Other intangible assets, net | 65,777 | |||
Other noncurrent assets, net | 219,451 | |||
Total assets | 7,150,146 | |||
Other current liabilities | 27,683 | |||
Other noncurrent liabilities | 342,869 | |||
Total liabilities | 5,281,162 | |||
ASC 842 Adoption Adjustments [Member] | Present Value of Remaining Operating Lease Payments Adjustments [Member] | ||||
Other noncurrent assets, net | 98,887 | |||
Total assets | 98,887 | |||
Other current liabilities | 17,399 | |||
Other noncurrent liabilities | 81,488 | |||
Total liabilities | 98,887 | |||
ASC 842 Adoption Adjustments [Member] | Reclassifications Adjustments of Operating Lease Favorable (Unfavorable) Leases to Operating Lease Right of Use Assets {Member] | ||||
Other intangible assets, net | (24,181) | |||
Other noncurrent assets, net | 24,181 | |||
ASC 842 Adoption Adjustments [Member] | Reclassifications Adjustments of Operating Lease Deferred Rent to Operating Lease Right of Use Assets {Member] | ||||
Other noncurrent assets, net | (9,781) | |||
Total assets | (9,781) | |||
Other current liabilities | (1,645) | |||
Other noncurrent liabilities | (8,136) | |||
Total liabilities | (9,781) | |||
ASC 842 Adoption Adjustments [Member] | Reclassifications Adjustments of Operating Lease Other to Operating Lease Right of Use Assets [Member] | ||||
Prepaid expenses and other current assets | (270) | |||
Other noncurrent assets, net | (720) | |||
Total assets | (990) | |||
Other current liabilities | (423) | |||
Other noncurrent liabilities | (567) | |||
Total liabilities | (990) | |||
ASC 842 Adoption Adjustments [Member] | Reclassifications Adjustments of Operating Lease Total to Operating Lease Right of Use Assets [Member] | ||||
Prepaid expenses and other current assets | (270) | |||
Other intangible assets, net | (24,181) | |||
Other noncurrent assets, net | 112,567 | |||
Total assets | 88,116 | |||
Other current liabilities | 15,331 | |||
Other noncurrent liabilities | 72,785 | |||
Total liabilities | $ 88,116 | |||
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 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 Accoun_7
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | |||||||||||
Weighted average shares outstanding - basic | 45,952 | 46,114 | 46,090 | 45,785 | 45,619 | 45,552 | 45,631 | 46,075 | 45,986 | 45,718 | 45,754 |
Dilutive effect of equity incentive plan instruments | 1,937 | 1,694 | 1,395 | ||||||||
Weighted average shares outstanding - diluted | 47,933 | 46,114 | 47,971 | 47,784 | 47,482 | 47,338 | 47,147 | 47,685 | 47,923 | 47,412 | 47,149 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Tribune Divestitures - Merger with Tribune - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 19, 2019USD ($)TelevisionStationMarketRadioStationStation$ / shares | Jan. 17, 2017USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Nov. 22, 2019USD ($) | Jan. 17, 2017TelevisionStation | Jan. 17, 2017Market |
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of US television household reach | 39.00% | 39.00% | 39.00% | ||||||||||||||
Number of stations divested | 12 | 12 | |||||||||||||||
Gain (Loss) on sale of business | $ 96,091 | $ 57,716 | |||||||||||||||
Estimated fair value of equity investments | $ 1,447,000 | ||||||||||||||||
Operating income | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 272,776 | $ 192,893 | $ 174,494 | $ 117,616 | $ 655,131 | $ 757,779 | 505,625 | ||||||
Network affiliation agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | |||||||||||||||
Other definite-lived intangible assets [Member] | Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 1 year | 1 year | |||||||||||||||
Other definite-lived intangible assets [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 20 years | 20 years | |||||||||||||||
5.625 % Due 2027 [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | ||||||||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt issuance | $ 665,000 | ||||||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | |||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Nexstar Divestitures | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of stations divested | TelevisionStation | 5 | ||||||||||||||||
Selling price of entities sold | $ 114,400 | ||||||||||||||||
Gain (Loss) on sale of business | $ 62,400 | ||||||||||||||||
WGN America [Member] | Television Food Network and Portfolio of Real Estate Assets [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Ownership stake | 31.30% | ||||||||||||||||
TV Food Network [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Ownership stake | 31.30% | 31.30% | 31.30% | 31.30% | |||||||||||||
Tribune [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition date | Sep. 19, 2019 | ||||||||||||||||
Percentage of US television household reach | 39.00% | ||||||||||||||||
Number of full power stations acquired | TelevisionStation | 31 | ||||||||||||||||
Number of AM radio stations acquired | RadioStation | 1 | ||||||||||||||||
Number of television market of stations acquired | Market | 23 | ||||||||||||||||
Number of stations divested | TelevisionStation | 21 | ||||||||||||||||
Number of television market of stations sold | Market | 16 | ||||||||||||||||
Outstanding equity acquired, price per share | $ / shares | $ 46.687397 | ||||||||||||||||
Selling price of entities sold | $ 1,360,000 | ||||||||||||||||
Business combination increase (decrease) in property and equipment | $ (8,900) | ||||||||||||||||
Business combination increase (decrease) in FCC licenses | (172,200) | ||||||||||||||||
Business combination increase (decrease) in network affiliation agreements | 34,800 | ||||||||||||||||
Business combination increase (decrease) in other intangible assets | 252,000 | ||||||||||||||||
Business combination increase (decrease) in deferred tax liabilities | (9,400) | ||||||||||||||||
Business combination increase (decrease) in long term liabilities | (8,000) | ||||||||||||||||
Increase (decrease) in goodwill | (66,600) | ||||||||||||||||
Estimated fair value of equity investments | 1,460,440 | ||||||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 634,000 | ||||||||||||||||
Carryover of tax basis in equity investments, deductible for tax purposes | 360,000 | ||||||||||||||||
Carryover of tax basis in property and equipment including assets held for sale, deductible for tax purposes | 246,000 | ||||||||||||||||
Noncontrolling interests | 6,201 | ||||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 471,600 | ||||||||||||||||
Operating income | 78,400 | ||||||||||||||||
Merger related costs | $ 54,500 | $ 2,500 | $ 1,200 | ||||||||||||||
Tribune [Member] | FCC Licenses [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 60,000 | ||||||||||||||||
Tribune [Member] | Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Property and equipment, Estimated useful life | 3 years | ||||||||||||||||
Tribune [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Property and equipment, Estimated useful life | 39 years | ||||||||||||||||
Tribune [Member] | Network affiliation agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination increase (decrease) in amortization of intangibles | 9,800 | ||||||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 102,000 | ||||||||||||||||
Tribune [Member] | Other definite-lived intangible assets [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Weighted average estimated useful life of intangible assets | 9 years | ||||||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 288,000 | ||||||||||||||||
Tribune [Member] | Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt issuance | $ 1,120,000 | $ 1,120,000 | $ 1,120,000 | $ 1,120,000 | |||||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||||||||||||
Tribune [Member] | Class A Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||
Tribune [Member] | Class B Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||
Tribune [Member] | Tribune Divestitures [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of stations divested | TelevisionStation | 13 | ||||||||||||||||
Number of television market of stations sold | Market | 11 | ||||||||||||||||
Selling price of entities sold | $ 1,008,000 | ||||||||||||||||
Number of divested television stations sold | Station | 13 | ||||||||||||||||
Gain (Loss) on sale of business | $ 9,800 | ||||||||||||||||
Tribune [Member] | Nexstar Divestitures | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Selling price of entities sold | $ 358,600 | ||||||||||||||||
Number of divested television stations sold | Station | 8 | ||||||||||||||||
Gain (Loss) on sale of business | $ 105,900 | ||||||||||||||||
Tribune [Member] | TV Food Network [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination increase (decrease) in equity investment | $ (22,500) | ||||||||||||||||
Business combination increase (decrease) in amortization of basis difference | $ 16,000 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Components of Total Consideration Paid or Payable Upon Closing of Merger (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Repayment of Tribune debt, including premium and accrued interest | $ 902,217 | $ 653,011 | $ 1,922,329 | |
Less: Gross selling price of Tribune Divestitures, including working capital adjustments | (1,352,958) | $ (481,946) | ||
Tribune [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration and related taxes | $ 4,197,198 | |||
Warrants replacement awards | 1,008 | |||
Repayment of Tribune debt, including premium and accrued interest | $ 2,990,000 | |||
Gross purchase price | 7,187,039 | |||
Less: Gross selling price of Tribune Divestitures, including working capital adjustments | (1,007,745) | |||
Net purchase price | 6,179,294 | |||
Tribune [Member] | Term Loans [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayment of Tribune debt, including premium and accrued interest | $ 2,988,833 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 19, 2019 | Dec. 31, 2018 |
Assets acquired | |||
Goodwill | $ 2,996,875 | $ 2,167,954 | |
Equity investments | $ 1,447,000 | ||
Tribune [Member] | |||
Assets acquired | |||
Cash and cash equivalents | 1,289,251 | ||
Restricted cash and cash equivalents | 16,609 | ||
Accounts receivable, net | 366,820 | ||
Prepaid expenses and other current assets | 106,070 | ||
Property and equipment | 511,397 | ||
Goodwill | 990,927 | ||
FCC licenses | 1,249,286 | ||
Other intangible assets | 742,114 | ||
Equity investments | 1,460,440 | ||
Assets held for sale | 239,750 | ||
Other noncurrent assets | 276,099 | ||
Total assets acquired | 8,552,621 | ||
Liabilities assumed | |||
Accounts payable | (41,233) | ||
Accrued expenses and other current liabilities | (363,632) | ||
Income taxes payable | (126,562) | ||
Deferred tax liabilities | (1,075,968) | ||
Other noncurrent liabilities | (759,731) | ||
Total liabilities assumed | (2,367,126) | ||
Noncontrolling interests | 6,201 | ||
Net assets acquired and consolidated | 6,179,294 | ||
Tribune [Member] | Network affiliation agreements [Member] | |||
Assets acquired | |||
Other intangible assets | $ 1,303,858 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - LKQD - Additional Information (Details) - USD ($) $ in Thousands | Jan. 16, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill, fair value adjustments | $ (1,544) | |||
LKQD [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition date | Jan. 16, 2018 | |||
Cash paid in business acquisition | $ 97,000 | |||
Weighted average estimated useful life of intangible assets | 3 years | |||
Decreases in estimated fair value of accounts receivable | $ 1,200 | |||
Goodwill, fair value adjustments | $ 1,300 | |||
Revenue since the date of acquisition | $ 34,200 | |||
Operating income (loss) since the date of acquisition | $ 12,900 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 16, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,996,875 | $ 2,167,954 | |
LKQD [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 11,167 | ||
Accounts receivable | 24,712 | ||
Prepaid expenses and other current assets | 13 | ||
Property and equipment | 210 | ||
Other intangible assets | 45,320 | ||
Goodwill | 42,475 | ||
Total assets acquired | 123,897 | ||
Accounts payable | (18,816) | ||
Income taxes payable | (1,065) | ||
Deferred tax liabilities | (6,984) | ||
Net assets acquired and consolidated | $ 97,032 | ||
Other 2018 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 2,091 | ||
Prepaid expenses and other current assets | 66 | ||
Broadcast rights | 73 | ||
Property and equipment | 5,833 | ||
FCC licenses | 10,630 | ||
Other intangible assets | 365 | ||
Other noncurrent assets | 33 | ||
Goodwill | 2,544 | ||
Total assets acquired | 28,290 | ||
Accounts payable | (1,311) | ||
Net assets acquired and consolidated | 26,979 | ||
Other 2018 Acquisitions [Member] | Network affiliation agreements [Member] | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 6,655 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions - Other 2018 Acquisitions - Additional Information (Details) $ in Thousands | Jan. 28, 2019USD ($) | Dec. 31, 2019USD ($)Market | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)Market | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Market | Dec. 31, 2018USD ($)MarketStation | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Number of markets in which the Company's stations broadcast | Market | 115 | 115 | ||||||||||
Noncontrolling interests in consolidated variable interest entities | $ 21,996 | $ 16,210 | $ 21,996 | $ 16,210 | ||||||||
Operating income | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 272,776 | $ 192,893 | $ 174,494 | $ 117,616 | $ 655,131 | $ 757,779 | $ 505,625 | |
Other 2018 Acquisitions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
No. of television stations acquired | Station | 5 | |||||||||||
Number of markets in which the Company's stations broadcast | Market | 3 | 3 | ||||||||||
Total Consideration | $ 27,000 | |||||||||||
Cash paid in business acquisition | $ 20,700 | |||||||||||
Network affiliation agreements useful life | 15 years | |||||||||||
Weighted average estimated useful life of intangible assets | 2 years 6 months | |||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 7,600 | |||||||||||
Operating income | $ 4,600 | |||||||||||
Other 2018 Acquisitions [Member] | Noncontrolling interests [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid in business acquisition | $ 6,400 | |||||||||||
No. of station acquired | Station | 3 | |||||||||||
Noncontrolling interests in consolidated variable interest entities | $ 6,500 | $ 6,500 |
Acquisitions and Dispositions_7
Acquisitions and Dispositions - Media General - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 28, 2017USD ($) | Jul. 21, 2017USD ($)TelevisionStation | Apr. 13, 2017TelevisionStation | Jan. 17, 2017USD ($) | Nov. 30, 2017TelevisionStation | Dec. 31, 2019USD ($)TelevisionStation$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)TelevisionStation$ / shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)TelevisionStation$ / shares | Dec. 31, 2018USD ($)TelevisionStation$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 17, 2017$ / shares | Jan. 17, 2017TelevisionStation | Jan. 17, 2017Market | Jan. 17, 2017 |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of stations divested | 12 | 12 | ||||||||||||||||||||
Gain (Loss) on sale of business | $ 96,091 | $ 57,716 | ||||||||||||||||||||
Number of stations owned | TelevisionStation | 11 | 11 | ||||||||||||||||||||
Number of stations went off the air | TelevisionStation | 1 | |||||||||||||||||||||
Number of ceased broadcasting channels | TelevisionStation | 8 | 8 | ||||||||||||||||||||
Number of stations moved to very high frequency channel | TelevisionStation | 1 | 1 | ||||||||||||||||||||
Initial payments of CVR to holders | 259,603 | |||||||||||||||||||||
Operating income | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 272,776 | $ 192,893 | $ 174,494 | $ 117,616 | $ 655,131 | $ 757,779 | 505,625 | |||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Media General Divestitures [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of stations divested | TelevisionStation | 7 | |||||||||||||||||||||
Number of television market of stations sold | 7 | 7 | ||||||||||||||||||||
Selling price of entities sold | $ 427,600 | |||||||||||||||||||||
Gain (Loss) on sale of business | (4,700) | |||||||||||||||||||||
Nexstar Divestitures | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Number of stations divested | TelevisionStation | 5 | |||||||||||||||||||||
Selling price of entities sold | 114,400 | |||||||||||||||||||||
Gain (Loss) on sale of business | $ 62,400 | |||||||||||||||||||||
2017 Merger [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Merger effective date | Jan. 17, 2017 | |||||||||||||||||||||
Number of full power television stations owned, operated or serviced | TelevisionStation | 78 | |||||||||||||||||||||
Number of markets in which the Company's stations broadcast | Market | 48 | |||||||||||||||||||||
Outstanding equity acquired, price per share | $ / shares | $ 10.55 | |||||||||||||||||||||
Gross proceeds to surrender of spectrum auction | $ 478,600 | |||||||||||||||||||||
Initial payments of CVR to holders | $ 258,600 | |||||||||||||||||||||
Remaining amounts payable to CVR holders | $ 12,300 | $ 12,300 | ||||||||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 1,412,000 | |||||||||||||||||||||
Operating income | $ 300,400 | |||||||||||||||||||||
Acquisition related costs | $ 52,400 | $ 8,400 | ||||||||||||||||||||
2017 Merger [Member] | Class A Common Stock [Member] | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Percentage of shares issued for each share outstanding | 12.49% | |||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 |
Acquisitions and Dispositions_8
Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger (Details) - USD ($) $ in Thousands | Jan. 17, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Repayment of Media General debt, including premium and accrued interest | $ 902,217 | $ 653,011 | $ 1,922,329 | |
2017 Merger [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 1,376,108 | |||
Nexstar Common Stock issued (15,670,094 shares) | 995,835 | |||
Reissued Nexstar Common Stock from treasury (560,316 shares) | 35,608 | |||
Stock option replacement awards (228,438 options) | 10,702 | |||
Contingent consideration liability (CVR) | 271,008 | |||
Gross purchase price | 4,347,396 | |||
2017 Merger [Member] | Term Loans [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayment of Media General debt, including premium and accrued interest | $ 1,658,135 |
Acquisitions and Dispositions_9
Acquisitions and Dispositions - Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger (Parenthetical) (Details) - 2017 Merger [Member] | Jan. 17, 2017shares |
Business Acquisition [Line Items] | |
Common stock, shares issued in business acquisition | 15,670,094 |
Stock issued during period, shares, treasury stock Reissued | 560,316 |
Stock option replacement awards, number of stock options | 228,438 |
Acquisitions and Disposition_10
Acquisitions and Dispositions - WVMH - Additional Information (Details) | Jan. 31, 2017USD ($)TelevisionStation | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Operating income | $ 256,498,000 | $ 121,615,000 | $ 149,944,000 | $ 127,074,000 | $ 272,776,000 | $ 192,893,000 | $ 174,494,000 | $ 117,616,000 | $ 655,131,000 | $ 757,779,000 | $ 505,625,000 | |||
WVMH [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition date | Jan. 31, 2017 | |||||||||||||
Total purchase price | $ 131,900,000 | |||||||||||||
Cash paid in business acquisition | 66,900,000 | $ 58,500,000 | $ 6,500,000 | |||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 51,300,000 | |||||||||||||
Operating income | 11,500,000 | |||||||||||||
Acquisition related costs | $ 0 | |||||||||||||
WVMH [Member] | CBS Affiliation [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of television stations to be acquired | TelevisionStation | 3 | |||||||||||||
WVMH [Member] | NBC Affiliation [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of full power stations acquired | TelevisionStation | 1 |
Acquisitions and Disposition_11
Acquisitions and Dispositions - Other 2017 Acquisitions - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)MarketStation | Dec. 31, 2014USD ($) | Dec. 31, 2019Market | |
Business Acquisition [Line Items] | |||
Number of markets in which the Company's stations broadcast | Market | 115 | ||
Other 2017 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of full power stations acquired | Station | 2 | ||
Number of markets in which the Company's stations broadcast | Market | 4 | ||
Total purchase price | $ | $ 8.1 | ||
Cash paid in business acquisition | $ | $ 4.9 | $ 3.2 |
Acquisitions and Disposition_12
Acquisitions and Dispositions - Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | |||
Net revenue | $ 4,023,138 | $ 4,266,475 | $ 2,484,214 |
Income before income taxes | 429,784 | 656,864 | 288,279 |
Net income | 300,711 | 502,694 | 503,871 |
Net income attributable to Nexstar | $ 295,061 | $ 503,947 | $ 503,541 |
Acquisitions and Disposition_13
Acquisitions and Dispositions - Future Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Proceeds from sale of stations | $ 1,352,958 | $ 481,946 | |
Purchase and Sale Agreements [Member] | Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid in business acquisition | $ 45,000 | ||
Proceeds from sale of stations | $ 350,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,789,592 | $ 1,170,380 |
Less: accumulated depreciation and amortization | (499,164) | (438,842) |
Property and equipment, net | 1,290,428 | 731,538 |
Buildings and improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 354,046 | $ 231,270 |
Estimated useful life | 39 years | 39 years |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 305,067 | $ 126,926 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 57,301 | 27,573 |
Studio and transmission equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 691,216 | $ 555,389 |
Studio and transmission equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Studio and transmission equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 121,190 | $ 97,180 |
Computer equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Computer equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 24,563 | $ 18,720 |
Estimated useful life | 7 years | 7 years |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 48,980 | $ 38,398 |
Estimated useful life | 5 years | 5 years |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 187,229 | $ 74,924 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,185,256 | $ 2,223,962 |
Accumulated Amortization | (925,636) | (732,039) |
Net | $ 3,259,620 | $ 1,491,923 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,223,906 | $ 1,977,825 |
Accumulated Amortization | (691,640) | (575,860) |
Net | 2,532,266 | 1,401,965 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 961,350 | 246,137 |
Accumulated Amortization | (233,996) | (156,179) |
Net | $ 727,354 | $ 89,958 |
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 Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)ReportingUnit | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Other noncurrent assets, net | $ 451,705,000 | $ 106,884,000 | |||
Finite-lived intangible assets, gross carrying amount | 4,185,256,000 | 2,223,962,000 | |||
Acquisitions amount of goodwill | 990,927,000 | ||||
FCC Licenses Acquisition | 1,249,286,000 | ||||
Reduction to goodwill | 66,600,000 | ||||
Reduction to FCC licenses | 172,200,000 | ||||
Measurement period adjustments | 1,544,000 | ||||
Impairment loss on goodwill | 42,474,000 | ||||
Goodwill | $ 2,996,875,000 | 2,167,954,000 | |||
Digital Reporting Unit [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment loss on goodwill | $ 42,500,000 | ||||
Goodwill | 0 | $ 0 | |||
Broadcast [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Number of business reporting units | ReportingUnit | 1 | ||||
Goodwill | $ 2,996,875,000 | 2,125,479,000 | |||
All Other Segments [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Number of business reporting units | ReportingUnit | 1 | ||||
Cable Network [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Number of business reporting units | ReportingUnit | 1 | ||||
Network affiliation agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross carrying amount | $ 3,223,906,000 | 1,977,825,000 | |||
Network affiliation agreements [Member] | Marshall Broadcasting Group Inc [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross carrying amount | 13,200,000 | ||||
Definite-Lived Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross carrying amount | $ 961,350,000 | $ 246,137,000 | |||
Impairment of long-lived assets remaining in asset group | $ 0 | ||||
Definite-Lived Intangible Assets [Member] | Digital Reporting Unit [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 20,800,000 | ||||
ASC 842 Adoption Adjustments [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other noncurrent assets, net | $ 219,451,000 | ||||
ASC 842 Adoption Adjustments [Member] | Reclassifications Adjustments of Operating Lease Favorable (Unfavorable) Leases to Operating Lease Right of Use Assets {Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other noncurrent assets, net | $ 24,181,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
2020 | $ 288,771 | |
2021 | 280,525 | |
2022 | 278,456 | |
2023 | 277,304 | |
2024 | 276,819 | |
Thereafter | 1,857,745 | |
Net | $ 3,259,620 | $ 1,491,923 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 3,129,169 | $ 2,257,774 |
Goodwill, Accumulated Impairment | (132,294) | (89,820) |
Goodwill, Net | 2,996,875 | 2,167,954 |
Goodwill Acquisitions, Gross | 990,927 | |
Goodwill Acquisitions, Net | 990,927 | |
Goodwill Nexstar Divestitures, Gross | (98,834) | |
Goodwill Nexstar Divestitures, Net | (98,834) | |
Goodwill, Impairment | (42,474) | |
Goodwill | 2,996,875 | 2,167,954 |
Goodwill Deconsolidation of Marshall, Gross | (19,154) | |
Goodwill Deconsolidation of Marshall, Net | 19,154 | |
Measurement period adjustments, Gross | (1,544) | |
Measurement period adjustments, Net | (1,544) | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 2,968,875 | 1,825,678 |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) |
FCC Licenses, Net | 2,921,465 | $ 1,778,268 |
FCC Licenses Acquisitions, Gross | 1,249,286 | |
FCC Licenses Acquisition, Net | 1,249,286 | |
FCC Licenses Divestitures, Gross | (92,763) | |
FCC Licenses Nexstar Divestitures, Net | (92,763) | |
FCC Licenses Deconsolidation of Marshall, Gross | (13,326) | |
FCC Licenses Deconsolidation of Marshall, Net | $ (13,326) |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long Lived Assets Held For Sale [Line Items] | ||
Real estate | $ 240,524 | $ 4,417 |
Real Estate [Member] | ||
Long Lived Assets Held For Sale [Line Items] | ||
Real estate | $ 240,524 | $ 4,417 |
Investments - Schedule of Inves
Investments - Schedule of Investment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Investments Debt And Equity Securities [Abstract] | ||
Equity method investments | $ 1,471,866 | $ 13,666 |
Other equity investments | 5,487 | 305 |
Total investments | $ 1,477,353 | $ 13,971 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 19, 2019 | Dec. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||
Equity method investments, book value | $ 1,471,866 | $ 13,666 | |
Distribution from equity investments - return on capital | 15,256 | ||
Distribution from an equity investment - return of capital | 2,205 | ||
Equity method investment, basis difference amount of remaining identifiable assets subject to amortization | $ 808,300 | ||
Tribune [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Weighted average remaining useful life of assets subjects to amortization of basis difference | 8 years | ||
Tribune [Member] | Amortizable Intangible Assets [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity method investment, basis difference amount | $ 853,000 | ||
Goodwill [Member] | Tribune [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity method investment, basis difference amount | $ 501,800 | ||
TV Food Network [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Ownership percentage | 31.30% | 31.30% | |
Equity method investments, book value | $ 1,452,000 | $ 1,447,000 | |
Distribution from equity investments - return on capital | 14,800 | ||
TV Food Network [Member] | Other equity method investments [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Distribution from an equity investment - return of capital | $ 2,700 |
Investments - Summary of Income
Investments - Summary of Income on Equity Investments, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |||
Income on equity investments, net, before amortization of basis difference | $ 63,107 | $ (1,907) | $ (1,017) |
Amortization of basis difference | (45,182) | (529) | (251) |
Income on equity investments, net | $ 17,925 | $ (2,436) | $ (1,268) |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - TV Food Network [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |
Net revenue | $ 369,014 |
Costs and expenses | 163,657 |
Income from operations | 205,357 |
Net income | 208,487 |
Net income attributable to Nexstar Media Group, Inc. | 65,244 |
Current assets | 845,151 |
Noncurrent assets | 405,161 |
Current liabilities | 138,749 |
Noncurrent liabilities | $ 11,111 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 88,372 | $ 44,269 |
Broadcast rights payable | 120,165 | 8,340 |
Network affiliation fees | 62,901 | 21,916 |
Interest payable | 88,600 | 32,047 |
Capital expenditures | 25,410 | 18,273 |
Other | 157,228 | 51,052 |
Accrued expenses | $ 542,676 | $ 175,897 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 8,599,703 | $ 4,025,797 |
Total outstanding debt | 8,492,588 | 3,981,003 |
Less: current portion | (109,310) | (96,093) |
Long-term debt, net of current portion | 8,383,278 | 3,884,910 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 5,914,703 | 2,445,169 |
Unamortized financing costs and (discount) premium | (104,281) | (37,679) |
Revolving loans [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 5,628 | |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 275,000 | |
Unamortized financing costs and (discount) premium | (1,556) | |
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 400,000 | |
Unamortized financing costs and (discount) premium | 6,233 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 900,000 | 900,000 |
Unamortized financing costs and (discount) premium | (9,955) | $ (11,792) |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,785,000 | |
Unamortized financing costs and (discount) premium | $ 7,121 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) | Dec. 31, 2019 | Nov. 22, 2019 | Dec. 31, 2018 | Jul. 27, 2016 | Jan. 29, 2015 |
5.625 % Due 2024 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 5.625% | ||||
5.625 % Due 2027 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 5.625% | ||||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 6.125% | 6.125% | 6.125% | 6.125% | |
Senior Subordinated Notes [Member] | 5.875% Due 2022 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 5.875% | 5.875% | 5.875% | ||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 5.625% | 5.625% | 5.625% | ||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | |||||
Long term Debt [Abstract] | |||||
Interest rate | 5.625% | 5.625% | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Nov. 29, 2019 | Nov. 22, 2019 | Sep. 19, 2019 | Jul. 03, 2019 | Jan. 17, 2017 | Jul. 27, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 29, 2015 |
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 902,217,000 | $ 653,011,000 | $ 1,922,329,000 | |||||||
Loss on extinguishment of debt | 10,301,000 | 12,120,000 | $ 34,882,000 | |||||||
Debt | 8,599,703,000 | 4,025,797,000 | ||||||||
Payments to loans receivable | 48,876,000 | |||||||||
Marshall Broadcasting Group Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments to guaranteed credit agreement | $ 50,000,000 | |||||||||
Long-term debt | 48,900,000 | |||||||||
Tribune [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | 2,990,000,000 | |||||||||
Cash consideration and related taxes | 4,200,000,000 | |||||||||
Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Frequency of periodic principal payments | quarterly | |||||||||
Maximum consolidated first lien net leverage ratio | 425.00% | |||||||||
Revolving loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt | 5,628,000 | |||||||||
Available borrowing capacity | 139,700,000 | |||||||||
Revolving loans [Member] | Mission Broadcasting Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt | $ 0 | $ 0 | ||||||||
Interest rate during the period | 3.51% | 4.27% | ||||||||
Revolving loans [Member] | Marshall Broadcasting Group Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt | $ 5,600,000 | |||||||||
Term Loan B [Member] | Mission Broadcasting Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 2,300,000 | |||||||||
Maturity date | Jan. 17, 2024 | |||||||||
Debt | $ 226,200,000 | $ 228,500,000 | ||||||||
Interest rate during the period | 4.01% | 4.77% | ||||||||
Term Loan B [Member] | Tribune [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 3,065,000,000 | |||||||||
Debt issued percentage | 99.21% | |||||||||
Term Loan B [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 3,065,000,000 | |||||||||
Debt issued percentage | 99.21% | |||||||||
Maturity date | Sep. 18, 2026 | |||||||||
Debt payment terms | $3.065 billion in new Term Loan B, issued at 99.21%, maturing on September 18, 2026 | |||||||||
Debt finance costs | $ 69,900,000 | |||||||||
Term Loan B [Member] | Senior Secured Credit Facility | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate during the period | 4.51% | |||||||||
Term Loan A [Member] | Marshall Broadcasting Group Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 2,300,000 | |||||||||
Debt | $ 45,600,000 | |||||||||
Term Loan A [Member] | Shield Media, LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | 1,200,000 | |||||||||
Debt | $ 21,800,000 | $ 23,000,000 | ||||||||
Interest rate during the period | 3.51% | 4.27% | ||||||||
Term Loan A [Member] | Tribune [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 675,000,000 | |||||||||
Debt issued percentage | 99.31% | |||||||||
Term Loan A [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 675,000,000 | |||||||||
Debt issued percentage | 99.31% | |||||||||
Maturity date | Sep. 19, 2024 | |||||||||
Debt payment terms | 675.0 million in new Term Loan A borrowing, issued at 99.31%, maturing on September 19, 2024. | |||||||||
Debt finance costs | $ 10,100,000 | |||||||||
5.625 % Due 2027 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.625% | |||||||||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 665,000,000 | |||||||||
Debt issued percentage | 104.875% | |||||||||
Maturity date | Jul. 15, 2027 | |||||||||
Frequency of periodic principal payments | semiannually | |||||||||
Debt finance costs | $ 21,000,000 | |||||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||||||
Debt | $ 1,785,000,000 | |||||||||
Debt premium | $ 27,400,000 | |||||||||
Debt redemption percentage | 100.00% | |||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | |||||||||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | At Any Time Prior to July 15, 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 40.00% | |||||||||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | At Any Time Prior to July 15, 2022, Up to 40% of Aggregate Principal Amount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 105.625% | |||||||||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | Change in Control [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 101.00% | |||||||||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | Tribune [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 1,120,000,000 | $ 1,120,000,000 | ||||||||
Interest rate | 5.625% | 5.625% | ||||||||
Marshall’s Term Loan A [Member] | Mission Broadcasting Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments to loans receivable | $ 43,200,000 | |||||||||
Revolving loans [Member] | Mission Broadcasting Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payments to loans receivable | $ 5,600,000 | |||||||||
5.625 % Due 2024 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.625% | |||||||||
5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Aug. 1, 2024 | |||||||||
Frequency of periodic principal payments | semiannually | |||||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||||||
Debt | $ 900,000,000 | $ 900,000,000 | ||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | |||||||||
Proceeds from previously issued of debt instrument | $ 900,000,000 | |||||||||
Redemption price of a debt as percentage of par value upon occurrence of change of control | 101.00% | |||||||||
5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | Nexstar [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Ownership percentage in subsidiary | 100.00% | |||||||||
5.875% Senior Notes Due 2022 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 1,200,000 | |||||||||
Interest rate | 5.875% | 5.875% | 5.875% | 5.875% | ||||||
Debt redemption percentage | 101.469% | |||||||||
Long-term debt | $ 400,000,000 | |||||||||
Maturity year | 2022 | |||||||||
6.125% Due 2022 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 275,000,000 | |||||||||
Loss on extinguishment of debt | $ 5,400,000 | |||||||||
Debt issuance | $ 275,000,000 | |||||||||
Interest rate | 6.125% | 6.125% | 6.125% | 6.125% | ||||||
Debt | $ 275,000,000 | |||||||||
Debt redemption percentage | 101.531% | |||||||||
Nexstar [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum consolidated first lien net leverage ratio | 425.00% | |||||||||
Nexstar [Member] | Revolving loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt | $ 0 | $ 0 | ||||||||
Interest rate during the period | 3.51% | 4.27% | ||||||||
Commitment fees | 0.50% | |||||||||
Nexstar [Member] | Term Loan B [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 180,000,000 | |||||||||
Loss on extinguishment of debt | $ 3,700,000 | |||||||||
Interest rate during the period | 4.77% | |||||||||
Nexstar [Member] | Term Loan B [Member] | Senior Secured Credit Facility | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate during the period | 4.01% | |||||||||
Nexstar [Member] | Term Loan A [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of debt | $ 41,500,000 | |||||||||
Interest rate during the period | 3.51% | 4.27% | ||||||||
Nexstar [Member] | Term Loan A Due on September 19, 2024 [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Sep. 19, 2024 | |||||||||
Debt | $ 675,000,000 | |||||||||
Nexstar [Member] | Term Loan A Due on October 26, 2023 [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Oct. 26, 2023 | Oct. 26, 2023 | ||||||||
Debt | $ 788,100,000 | $ 829,500,000 | ||||||||
Nexstar [Member] | Term Loan B Due on September 18, 2026 [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Sep. 18, 2026 | |||||||||
Debt | $ 3,065,000,000 | |||||||||
Nexstar [Member] | Term Loan B Due on January 17, 2024 [Member] | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Jan. 17, 2024 | Jan. 17, 2024 | ||||||||
Debt | $ 1,139,000,000 | $ 1,319,000,000 | ||||||||
Nexstar Escrow Corporation [Member] | 5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 665,000,000 | $ 1,120,000,000 | ||||||||
Debt issued percentage | 104.875% | |||||||||
Interest rate | 5.625% | 5.625% |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Maturities [Abstract] | |
2020 | $ 109,310 |
2021 | 126,360 |
2022 | 165,436 |
2023 | 722,766 |
2024 | 2,779,081 |
Thereafter | 4,696,750 |
Debt | $ 8,599,703 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 19, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating lease right-of-use assets | $ 235,285 | |||
Current lease liabilities | 35,043 | |||
Noncurrent lease liabilities | 185,722 | |||
Operating lease expenses | 28,500 | $ 22,800 | $ 24,600 | |
Direct Operating Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expenses | 15,400 | |||
Selling General and Administrative Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expenses | $ 13,100 | |||
Tribune [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease right-of-use assets | $ 141,500 | |||
Current lease liabilities | 18,600 | |||
Noncurrent lease liabilities | $ 122,800 | |||
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 1 month | |||
Leases option to extended lease term | 1 year | |||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 95 years | |||
Leases option to extended lease term | 99 years | |||
Leases option to terminate term | 1 year |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases | |
Operating lease right-of-use assets, net | $ 235,285 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent |
Current lease liabilities | $ 35,043 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 185,722 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Finance leases | |
Finance lease right-of-use assets, net of accumulated depreciation | $ 8,138 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet |
Current lease liabilities | $ 900 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 15,177 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Expense (Parenthetical) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Finance lease right-of-use-assets, accumulated depreciation | $ 2,526 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 28,345 |
Operating cash flows from finance leases | 943 |
Financing cash flows from finance leases | $ 822 |
Weighted Average Remaining Lease Term | |
Operating leases | 7 years 4 months 24 days |
Finance leases | 11 years 7 months 6 days |
Weighted Average Discount Rate | |
Operating leases | 5.30% |
Finance leases | 5.70% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 45,669 |
2021 | 39,278 |
2022 | 36,421 |
2023 | 33,067 |
2024 | 30,076 |
Thereafter | 85,745 |
Total future minimum lease payments | 270,256 |
Less: imputed interest | (49,491) |
Total | 220,765 |
Finance Leases | |
2020 | 1,795 |
2021 | 1,843 |
2022 | 1,803 |
2023 | 1,818 |
2024 | 1,833 |
Thereafter | 13,365 |
Total future minimum lease payments | 22,457 |
Less: imputed interest | (6,380) |
Total | $ 16,077 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Additional Information (Details) $ in Thousands | Sep. 19, 2019USD ($)PensionPlan | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2025 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Number of defined benefit plans assumed | PensionPlan | 3 | ||||||||
Number of frozen defined benefit plans | PensionPlan | 2 | ||||||||
Defined benefit plan not frozen percent of projected benefit obligation | 2.00% | ||||||||
Retirement savings plans Nexstar [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Contributions by employer | $ 12,100 | $ 8,500 | $ 4,200 | ||||||
Media General [Member] | Scenario, Forecast [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Net periodic benefit credit | $ 7,300 | ||||||||
Tribune [Member] | Scenario, Forecast [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Net periodic benefit credit | $ 36,200 | ||||||||
Fixed Income [Member] | Media General [Member] | Scenario, Forecast [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 60.00% | ||||||||
Fixed Income [Member] | Tribune [Member] | Scenario, Forecast [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 45.00% | ||||||||
Minimum [Member] | U.S. Large Cap Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 3.00% | ||||||||
Minimum [Member] | U.S. Small/Mid Cap Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 0.00% | ||||||||
Minimum [Member] | International/Global Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 0.00% | ||||||||
Minimum [Member] | Other Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 0.00% | ||||||||
Minimum [Member] | Fixed Income [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 50.00% | ||||||||
Minimum [Member] | Cash [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 0.00% | ||||||||
Maximum [Member] | U.S. Large Cap Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 23.00% | ||||||||
Maximum [Member] | U.S. Small/Mid Cap Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 13.00% | ||||||||
Maximum [Member] | International/Global Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 19.00% | ||||||||
Maximum [Member] | Other Equity [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 17.00% | ||||||||
Maximum [Member] | Fixed Income [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 70.00% | ||||||||
Maximum [Member] | Cash [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Target plan asset allocations range | 10.00% | ||||||||
Retirement Plans [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Benefit obligation of retirement plans | $ 2,091,000 | ||||||||
Fair value of plan assets | 1,673,000 | ||||||||
Defined benefit plan liability | $ 418,200 | ||||||||
Retirement Plans [Member] | Media General [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Benefit obligation of retirement plans | $ 450,601 | [1],[2] | 423,700 | [1],[2] | 460,862 | ||||
Fair value of plan assets | 374,734 | 330,914 | $ 381,455 | ||||||
Defined benefit plan liability | 71,799 | 88,695 | |||||||
Net periodic benefit credit | 6,350 | $ 11,569 | |||||||
Retirement Plans [Member] | Tribune [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Benefit obligation of retirement plans | [1],[2] | 2,069,280 | |||||||
Fair value of plan assets | 1,702,272 | ||||||||
Defined benefit plan liability | 367,008 | ||||||||
Net periodic benefit credit | $ 9,787 | ||||||||
Postretirement Health Care [Member] | Tribune [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Health care costs annual rate of increase (decrease) in the per capita cost | 6.71% | ||||||||
Health care obligations annual rate of increase (decrease) in the per capita cost | 6.43% | ||||||||
Postretirement Health Care [Member] | Tribune [Member] | Scenario, Forecast [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Health care costs annual rate of increase (decrease) in the per capita cost | (5.00%) | ||||||||
Health care obligations annual rate of increase (decrease) in the per capita cost | (5.00%) | ||||||||
[1] | As of December 31, 2019, the pension benefit obligation includes $395.5 million related to Media General plans that is substantially funded by plan assets. These plan assets cover approximately 95% of the benefit obligation. As of December 31, 2019, the $2.069 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 82% of such benefit obligation. | ||||||||
[2] | Unless required, the Company’s policy for certain pension benefits to Media General plans is to fund benefits under the supplemental executive retirement, ERISA Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2019, the benefit obligation related to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $55.1 million. |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Schedule of Reconciliation of Changes in Plans Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Pension Benefits [Member] | Media General [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit obligations at beginning of period | $ 423,700 | [1],[2] | $ 460,862 | |
Interest cost | 15,517 | 13,965 | ||
Actuarial (gain) loss | 41,483 | (21,568) | ||
Benefit payments | (30,099) | (29,559) | ||
Benefit obligation at end of period | [1],[2] | 450,601 | 423,700 | |
Pension Benefits [Member] | Tribune [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) | 2,091,029 | |||
Service cost | 271 | |||
Interest cost | 15,650 | |||
Actuarial (gain) loss | (9,627) | |||
Benefit payments | (28,043) | |||
Benefit obligation at end of period | [1],[2] | 2,069,280 | ||
OPEB [Member] | Media General [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Benefit obligations at beginning of period | 21,409 | [1],[2] | 23,374 | |
Service cost | 12 | 16 | ||
Interest cost | 765 | 689 | ||
Participant contributions | 20 | |||
Plan amendments | (364) | |||
Actuarial (gain) loss | 2,516 | (1,362) | ||
Benefit payments | (1,770) | (1,328) | ||
Benefit obligation at end of period | [1],[2] | 22,568 | $ 21,409 | |
OPEB [Member] | Tribune [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) | 6,813 | |||
Interest cost | 41 | |||
Participant contributions | 4 | |||
Actuarial (gain) loss | (239) | |||
Benefit payments | (176) | |||
Benefit obligation at end of period | [1],[2] | $ 6,443 | ||
[1] | As of December 31, 2019, the pension benefit obligation includes $395.5 million related to Media General plans that is substantially funded by plan assets. These plan assets cover approximately 95% of the benefit obligation. As of December 31, 2019, the $2.069 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 82% of such benefit obligation. | |||
[2] | Unless required, the Company’s policy for certain pension benefits to Media General plans is to fund benefits under the supplemental executive retirement, ERISA Excess, and all postretirement benefits plans as claims and premiums are paid. As of December 31, 2019, the benefit obligation related to the supplemental executive retirement and ERISA Excess plans included in the preceding table was approximately $55.1 million. |
Retirement and Postretirement_5
Retirement and Postretirement Plans - Schedule of Reconciliation of Changes in Plans Benefit Obligations (Parenthetical) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Media General [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension benefit obligation funded by plan assets | $ 395.5 |
Percentage of benefit obligation included in funded by plan assets | 95.00% |
Tribune [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension benefit obligation funded by plan assets | $ 2,069 |
Percentage of benefit obligation included in funded by plan assets | 82.00% |
Supplemental Executive Retirement and ERISA Excess Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligation of retirement plans | $ 55.1 |
Retirement and Postretirement_6
Retirement and Postretirement Plans - Schedule of Plans' Benefit Obligations Determined Using Assumptions (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Media General [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.08% | 4.12% |
Media General [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.00% | 4.06% |
Compensation increase rate | 2.00% | 2.00% |
Tribune [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.09% | |
Tribune [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.53% |
Retirement and Postretirement_7
Retirement and Postretirement Plans - Schedule of Reconciliation of Changes in Fair Value of Plans' Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at beginning of period | $ 330,914 | $ 381,455 |
Actual return on plan assets | 69,765 | (25,108) |
Employer contributions | 4,154 | 4,126 |
Benefit payments | (30,099) | (29,559) |
Fair value of plan assets at end of period | 374,734 | 330,914 |
Media General [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 1,769 | 1,308 |
Participant contributions | 20 | |
Benefit payments | (1,769) | $ (1,328) |
Tribune [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) | 1,672,788 | |
Actual return on plan assets | 57,527 | |
Benefit payments | (28,043) | |
Fair value of plan assets at end of period | 1,702,272 | |
Tribune [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 172 | |
Participant contributions | 4 | |
Benefit payments | $ (176) |
Retirement and Postretirement_8
Retirement and Postretirement Plans - Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 100.00% | |
Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 100.00% | |
Equity Securities [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 37.00% | |
Equity Securities [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 50.00% | |
Equity Securities [Member] | Scenario, Forecast [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 40.00% | |
Equity Securities [Member] | Scenario, Forecast [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 50.00% | |
Fixed Income Securities [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 62.00% | |
Fixed Income Securities [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 45.00% | |
Fixed Income Securities [Member] | Scenario, Forecast [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 60.00% | |
Fixed Income Securities [Member] | Scenario, Forecast [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 45.00% | |
Other [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 1.00% | |
Other [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 5.00% | |
Other [Member] | Scenario, Forecast [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 5.00% |
Retirement and Postretirement_9
Retirement and Postretirement Plans - Schedule of Pension Plan Assets by asset Category (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 19, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | $ 1,673,000 | |||||
Media General [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | $ 374,734 | $ 330,914 | $ 381,455 | |||
Media General [Member] | Level 1 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 58,745 | 49,243 | ||||
Media General [Member] | Level 1, 2 and 3 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 58,745 | 49,243 | ||||
Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 1,702,272 | |||||
Tribune [Member] | Level 1 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 605,572 | |||||
Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 640,591 | |||||
Tribune [Member] | Level 1, 2 and 3 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 1,246,163 | |||||
Registered Investment Companies [Member] | Media General [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 57,854 | 45,620 | ||||
Registered Investment Companies [Member] | Media General [Member] | Level 1 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 57,854 | 45,620 | ||||
Registered Investment Companies [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 605,572 | |||||
Registered Investment Companies [Member] | Tribune [Member] | Level 1 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 605,572 | |||||
Common Collective Trusts [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 6,981 | |||||
Common Collective Trusts [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 6,981 | |||||
U.S. Government Securities [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 347,091 | |||||
U.S. Government Securities [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 347,091 | |||||
Corporate Bonds [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 363,720 | |||||
Corporate Bonds [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 363,720 | |||||
Mortgage-backed and Asset-backed Securities [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 63,504 | |||||
Mortgage-backed and Asset-backed Securities [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 63,504 | |||||
Other [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 210,800 | |||||
Other [Member] | Media General [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 891 | [1] | 3,623 | |||
Other [Member] | Media General [Member] | Level 1 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 891 | [1] | 3,623 | |||
Other [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | [1] | (156,893) | ||||
Other [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | [1] | (156,893) | ||||
Pooled Separate Account [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 16,188 | |||||
Pooled Separate Account [Member] | Tribune [Member] | Level 2 [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 16,188 | |||||
Pension Plan Assets Measured at NAV [Member] | Media General [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 315,989 | $ 281,671 | ||||
Pension Plan Assets Measured at NAV [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | 429,729 | |||||
Insurance Contracts | Tribune [Member] | ||||||
Defined Benefit Plan Plan Assets Category [Line Items] | ||||||
Pension plan assets measured at fair value | $ 26,380 | |||||
[1] | Other includes pending net security purchases of $210.8 million. |
Retirement and Postretiremen_10
Retirement and Postretirement Plans - Schedule of Pension Plan Assets by asset Category (Parenthetical) (Details) - Pension Benefits [Member] - USD ($) $ in Millions | Dec. 31, 2019 | Sep. 19, 2019 |
Defined Benefit Plan Plan Assets Category [Line Items] | ||
Pension plan assets measured at fair value | $ 1,673 | |
Other [Member] | ||
Defined Benefit Plan Plan Assets Category [Line Items] | ||
Pension plan assets measured at fair value | $ 210.8 |
Retirement and Postretiremen_11
Retirement and Postretirement Plans - Schedule of Funded Status of Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 19, 2019 | Dec. 31, 2018 |
Pension Benefits [Member] | |||
Amounts recorded in the balance sheet: | |||
Noncurrent liabilities | $ (418,200) | ||
Media General [Member] | Pension Benefits [Member] | |||
Amounts recorded in the balance sheet: | |||
Current liabilities | $ (4,068) | $ (4,091) | |
Noncurrent liabilities | (71,799) | (88,695) | |
Funded status | (75,867) | (92,786) | |
Media General [Member] | OPEB [Member] | |||
Amounts recorded in the balance sheet: | |||
Current liabilities | (1,917) | (1,883) | |
Noncurrent liabilities | (20,651) | (19,526) | |
Funded status | (22,568) | $ (21,409) | |
Tribune [Member] | Pension Benefits [Member] | |||
Amounts recorded in the balance sheet: | |||
Noncurrent liabilities | (367,008) | ||
Funded status | (367,008) | ||
Tribune [Member] | OPEB [Member] | |||
Amounts recorded in the balance sheet: | |||
Current liabilities | (1,069) | ||
Noncurrent liabilities | (5,374) | ||
Funded status | $ (6,443) |
Retirement and Postretiremen_12
Retirement and Postretirement Plans - Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | $ (19,341) | $ 9,733 | |
Actuarial gain (loss) | $ 9,733 | 6,416 | (29,074) |
Ending balance | 9,733 | (12,925) | (19,341) |
Media General [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | 38 | (1,433) | |
Actuarial gain (loss) | (1,433) | (2,163) | 1,471 |
Ending balance | $ (1,433) | (2,125) | $ 38 |
Tribune [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss) | 41,446 | ||
Ending balance | 41,446 | ||
Tribune [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss) | 239 | ||
Ending balance | $ 239 |
Retirement and Postretiremen_13
Retirement and Postretirement Plans - Schedule of Expected Plan Contributions (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Media General [Member] | Pension Benefits [Member] | |
Employer Contributions | |
2020 to participant benefits | $ 4,069 |
Expected Benefit Payments | |
2020 | 29,985 |
2021 | 29,761 |
2022 | 29,447 |
2023 | 29,297 |
2024 | 29,080 |
2025-2029 | 137,544 |
Media General [Member] | OPEB [Member] | |
Employer Contributions | |
2020 to participant benefits | 1,917 |
Expected Benefit Payments | |
2020 | 1,917 |
2021 | 1,897 |
2022 | 1,863 |
2023 | 1,832 |
2024 | 1,793 |
2025-2029 | 7,799 |
Tribune [Member] | Pension Benefits [Member] | |
Employer Contributions | |
2020 to participant benefits | 51,312 |
Expected Benefit Payments | |
2020 | 122,585 |
2021 | 125,984 |
2022 | 128,114 |
2023 | 131,000 |
2024 | 129,622 |
2025-2029 | 624,621 |
Tribune [Member] | OPEB [Member] | |
Employer Contributions | |
2020 to participant benefits | 1,069 |
Expected Benefit Payments | |
2020 | 1,069 |
2021 | 945 |
2022 | 829 |
2023 | 723 |
2024 | 626 |
2025-2029 | $ 1,953 |
Retirement and Postretiremen_14
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) for Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 15,517 | $ 13,965 |
Expected return on plan assets | (21,867) | (25,534) |
Net periodic benefit cost (credit) | (6,350) | (11,569) |
Media General [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 12 | 16 |
Interest cost | 765 | 689 |
Amortization of net loss | (10) | 109 |
Net periodic benefit cost (credit) | 767 | $ 814 |
Tribune [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 271 | |
Interest cost | 15,650 | |
Expected return on plan assets | (25,708) | |
Net periodic benefit cost (credit) | (9,787) | |
Tribune [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 41 | |
Net periodic benefit cost (credit) | $ 41 |
Retirement and Postretiremen_15
Retirement and Postretirement Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.13% | 3.49% |
Expected return on plan assets | 6.25% | 7.00% |
Media General [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.06% | 3.42% |
Compensation increase rate | 2.00% | 2.00% |
Tribune [Member] | Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.12% | |
Expected return on plan assets | 5.55% | |
Tribune [Member] | OPEB [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.57% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes Payable to Banks [Member] | Term Loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 5,810,422 | $ 2,407,490 |
Notes Payable to Banks [Member] | Term Loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 5,915,451 | 2,389,439 |
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 5,628 | |
Revolving loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 5,528 | |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 273,444 | |
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 275,688 | |
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 406,233 | |
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 397,000 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 890,045 | 888,208 |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 938,250 | $ 837,000 |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,792,121 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | $ 1,883,175 | |
[1] | The fair values of senior secured and revolving credit facilities are 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 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) | Dec. 31, 2019 | Nov. 22, 2019 | Dec. 31, 2018 | Jan. 17, 2017 | Jul. 27, 2016 | Jan. 29, 2015 |
5.625 % Due 2024 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.625% | |||||
5.625 % Due 2027 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.625% | |||||
Senior Subordinated Notes [Member] | 6.125% Due 2022 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 6.125% | 6.125% | 6.125% | 6.125% | ||
Senior Subordinated Notes [Member] | 5.875% Senior Notes Due 2022 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.875% | 5.875% | 5.875% | 5.875% | ||
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.625% | 5.625% | 5.625% | |||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||||
Interest rate | 5.625% | 5.625% | 5.625% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ in Thousands | Jan. 31, 2020 | Jan. 30, 2020 | Dec. 31, 2019USD ($)VotingRightshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Apr. 26, 2018USD ($) |
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock | $ 45,115 | $ 50,524 | $ 99,008 | |||
Treasury Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock, shares | shares | 439,743 | 751,920 | 1,689,132 | |||
Purchase of treasury stock | $ 45,115 | $ 50,524 | $ 99,008 | |||
Shares reissued in connection with stock option exercises and vesting of restricted stock units | shares | 563,285 | 411,752 | 680,511 | |||
Subsequent Event [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Cash dividend declaration date | Jan. 31, 2020 | |||||
Class A Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 1 | |||||
Authorization of share repurchase | $ 200,000 | |||||
Authorization of share repurchase, remaining available amount | $ 156,800 | |||||
Class A Common Stock [Member] | Treasury Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Purchase of treasury stock | $ 45,100 | $ 50,500 | $ 99,000 | |||
Shares reissued in connection with stock option exercises and vesting of restricted stock units | shares | 563,285 | 411,752 | 680,511 | |||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Cash dividend declaration date | Jan. 30, 2020 | |||||
Class B Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 10 | |||||
Class C Common Stock [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock voting rights | VotingRight | 0 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 38,620 | $ 31,260 | $ 24,068 |
Total unrecognized compensation cost | $ 70,000 | ||
Unrecognized compensation cost reorganization period | 2 years 2 months 12 days | ||
Shares available for future grants | 3,495,479 | ||
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding Options at end of the period (in shares) | 1,665,825 | 1,809,268 | |
Share based payment award expiration period | 10 years | ||
Number of options that can be exercised within six months grant date (in shares) | 0 | ||
Aggregate intrinsic value of options exercised | $ 12,900 | $ 5,000 | 34,100 |
Aggregate fair value of options vested | $ 1,600 | $ 6,600 | $ 17,600 |
Common stock market price at the end of reporting period (in dollars per share) | $ 117.25 | ||
Time Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units unvested | 1,151,251 | 1,256,375 | |
Performance Based Restricted Stock Unit [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units unvested | 208,335 | 167,500 | |
Maximum [Member] | Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 5 years | ||
Cancellation period for unexercised vested options | 180 days | ||
Maximum [Member] | Time Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 5 years | ||
Maximum [Member] | Performance Based Restricted Stock Unit [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 4 years | ||
Minimum [Member] | Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 4 years | ||
Cancellation period for unexercised vested options | 30 days | ||
Minimum [Member] | Time Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 2 years | ||
Minimum [Member] | Performance Based Restricted Stock Unit [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 3 years | ||
2019 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 3,100,000 | ||
2019 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 3,100,000 | ||
2015 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 377,729 | ||
2015 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 2,500,000 | ||
2012 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 17,750 | ||
2012 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 1,500,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options, Aggregate Intrinsic Value, beginning of period | $ 158,070 | $ 102,625 |
Outstanding Options Exercisable, Aggregate Intrinsic Value | 158,070 | |
Outstanding Options Fully vested and expected to vest, Aggregate Intrinsic Value | $ 158,070 | |
Non-vested Options, Shares [Roll Forward] | ||
Non-vested Shares, beginning of the period (in shares) | 50,000 | |
Non-vested Shares, Vested (in shares) | (50,000) | |
Non-vested Shares, end of the period (in shares) | 50,000 | |
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||
Non-vested shares, Weighted Average Grant-Date Fair Value, beginning of the period (in dollars per share) | $ 31.45 | |
Non-vested shares Vested, Weighted Average Grant-Date Fair Value (in dollars per share) | 31.45 | |
Non-vested shares, Weighted Average Grant-Date Fair Value, end of the period (in dollars per share) | $ 31.45 | $ 31.45 |
Outstanding Options Weighted-Average Remaining Contractual Term | 3 years 2 months 15 days | 4 years 18 days |
Outstanding Options Exercisable, Weighted-Average Remaining Contractual Term | 3 years 2 months 15 days | |
Outstanding Options Fully vested and expected to vest Weighted-Average Remaining Contractual Term | 3 years 2 months 15 days | |
Outstanding Options, Shares [Roll Forward] | ||
Outstanding as of December 31, 2018 | 1,809,268 | |
Options Exercised (in shares) | (142,518) | |
Options Forfeited/cancelled (in shares) | (925) | |
Outstanding Options at end of the period (in shares) | 1,665,825 | 1,809,268 |
Outstanding Options Exercisable as of December 31, 2018 (in shares) | 1,665,825 | |
Outstanding Options Fully vested and expected to vest as of December 31, 2018 (in shares) | 1,665,825 | |
Outstanding Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding Options Weighted-Average Exercise Price, beginning of period (in dollars per share) | $ 21.92 | |
Options Exercised Weighted-Average Exercise Price (in dollars per share) | 16.86 | |
Options Forfeited/cancelled Weighted-Average Exercise Price (in dollars per share) | 4.64 | |
Outstanding Options Weighted-Average Exercise Price, end of period (in dollars per share) | 22.36 | $ 21.92 |
Outstanding Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | 22.36 | |
Outstanding Options Fully vested and expected to vest Weighted-Average Exercise Price (in dollars per share) | $ 22.36 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Time Based Restricted Stock Units [Member] | |
Unvested, Shares [Roll Forward] | |
Unvested Shares, beginning of period (in shares) | shares | 1,256,375 |
Unvested Shares, Awarded (in shares) | shares | 363,000 |
Unvested Shares, Vested (in shares) | shares | (450,124) |
Unvested Shares , Forfeited/cancelled (in shares) | shares | (18,000) |
Unvested Shares, end of period (in shares) | shares | 1,151,251 |
Unvested, Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted Average Grant-Date Fair Value, beginning of the period | $ / shares | $ 63.91 |
Weighted Average Grant-Date Fair Value, Awarded | $ / shares | 96.97 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 63.52 |
Weighted Average Grant-Date Fair Value, Forfeited/cancelled | $ / shares | 70.41 |
Weighted Average Grant-Date Fair Value, ending of the period | $ / shares | $ 74.39 |
Performance Based Restricted Stock Unit [Member] | |
Unvested, Shares [Roll Forward] | |
Unvested Shares, beginning of period (in shares) | shares | 167,500 |
Unvested Shares, Awarded (in shares) | shares | 113,334 |
Unvested Shares, Vested (in shares) | shares | (72,499) |
Unvested Shares, end of period (in shares) | shares | 208,335 |
Unvested, Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted Average Grant-Date Fair Value, beginning of the period | $ / shares | $ 63.86 |
Weighted Average Grant-Date Fair Value, Awarded | $ / shares | 84.95 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 59.58 |
Weighted Average Grant-Date Fair Value, ending of the period | $ / shares | $ 76.82 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense (benefit): | |||
Federal | $ 111,486 | $ 102,516 | $ 190,743 |
State | 28,962 | 29,761 | 38,499 |
Current tax (benefit) expense | 140,448 | 132,277 | 229,242 |
Deferred tax expense (benefit): | |||
Federal | 8,075 | 7,997 | (438,281) |
State | (11,497) | 4,406 | (24,904) |
Deferred tax expense (benefit) | (3,422) | 12,403 | (463,185) |
Income tax expense (benefit) | $ 137,026 | $ 144,680 | $ (233,943) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective income tax expense reconciliation [Abstract] | |||
Federal income tax at the statutory rate | $ 78,229 | $ 111,915 | $ 84,476 |
State and local taxes, net of federal benefit | 13,569 | 27,123 | 10,676 |
Nondeductible compensation | 5,149 | 2,858 | 6,375 |
Nontaxable proceeds on station divestiture | (9,146) | ||
Nondeductible acquisition costs | 3,649 | 3,901 | |
Nondeductible meals and entertainment | 2,171 | 2,047 | 1,546 |
Nondeductible goodwill impairment | 8,920 | 1,532 | 3,577 |
Domestic production activities deduction | (11,178) | ||
Excess tax benefit on stock-based compensation | (5,363) | (750) | (8,106) |
Disposition of nondeductible goodwill | 10,302 | 3,279 | |
Impact of federal tax rate reduction | (322,193) | ||
Change in beginning of year valuation allowance | 19,894 | 1,430 | 1,635 |
Other | 506 | (1,475) | 1,215 |
Income tax expense (benefit) | $ 137,026 | $ 144,680 | $ (233,943) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 21.00% | 35.00% | ||
Percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | 100.00% | |||
Description for percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | |||
Valuation allowance for deferred tax assets | $ 18,147 | $ 3,071 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 15,100 | |||
Valuation allowance, deferred tax assets, increase due to deconsolidation | 3,000 | |||
Gross unrecognized tax benefits | 45,235 | $ 23,258 | 12,542 | $ 3,677 |
Favorable unrecognized tax benefits recognized | 45,100 | $ 11,400 | ||
Accrued interest and penalties related to uncertain tax positions | 6,400 | |||
Decrease in unrecognized tax benefits is reasonably possible | 14,500 | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 127,200 | |||
Operating loss carryforwards, valuation allowance | 64,200 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 280,000 | |||
Operating loss carryforwards, valuation allowance | $ 17,600 | |||
January 1, 2023 to January 1, 2027 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Percentage of effect for immediate expensing provision phase down per year | 20.00% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Tax Asset Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 41,142 | $ 46,189 |
Compensation | 18,827 | 14,085 |
Rent | 56,974 | 1,916 |
Pension | 121,437 | 30,679 |
Other | 24,394 | 13,270 |
Total deferred tax assets | 262,774 | 106,139 |
Valuation allowance for deferred tax assets | (18,147) | (3,071) |
Total deferred tax assets | 244,627 | 103,068 |
Deferred tax liabilities: | ||
Property and equipment | (249,909) | (72,703) |
Other intangible assets | (508,412) | (291,673) |
Goodwill | (125,609) | (37,455) |
FCC licenses | (671,092) | (318,562) |
Rent | (64,229) | |
Deferred gain on spectrum | (37,276) | |
Investments | (280,002) | |
Other | (18,786) | (13,070) |
Total deferred tax liabilities | (1,955,315) | (733,463) |
Net deferred tax liabilities | $ (1,710,688) | $ (630,395) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Uncertain tax position liability at the beginning of the year | $ 12,542 | $ 23,258 | $ 3,677 |
Increases resulting from merger transaction | 32,211 | 432 | 22,605 |
Increases related to tax positions taken during the current period | 75 | 45 | 1,847 |
Increases related to tax positions taken during prior periods | 761 | 1,497 | |
Decreases related to tax positions taken during prior periods | (12,496) | (2,440) | |
Decreases related to settlements with taxing authorities | (806) | ||
Decreases related to expiration of statute of limitations | (354) | (194) | (1,625) |
Uncertain tax position liability at the end of the year | $ 45,235 | $ 12,542 | $ 23,258 |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Dec. 06, 2019USD ($) | Jul. 21, 2017USD ($)TelevisionStation | Apr. 13, 2017TelevisionStation | Nov. 30, 2017TelevisionStation | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)TelevisionStation | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2018USD ($) |
FCC Regulatory Matters [Line Items] | |||||||||
Number of voices test local television ownership | 8 | ||||||||
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 | 11 | |||||||
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 | ||||||||
Number of stations to move to very high frequency channels | 1 | ||||||||
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 | ||||||||
Effective rate of reimbursement for repack | 79.00% | ||||||||
Capital expenditures related to station repack | $ | $ 79,300,000 | $ 26,800,000 | $ 2,600,000 | ||||||
Reimbursement from the FCC related to station repack | $ | 70,356,000 | $ 29,381,000 | |||||||
Media General [Member] | |||||||||
FCC Regulatory Matters [Line Items] | |||||||||
Gross proceeds to surrender of spectrum auction | $ | $ 478,600,000 | ||||||||
Derecognition of spectrum asset to surrender spectrum | $ | $ 34,600,000 | 52,000,000 | |||||||
Derecognition of spectrum liability to surrender spectrum | $ | $ 34,600,000 | $ 52,000,000 | |||||||
Nexstar [Member] | |||||||||
FCC Regulatory Matters [Line Items] | |||||||||
Number of stations owned | 10 | ||||||||
Number of stations owned | 1 | ||||||||
Number of full power stations repacked | 61 | ||||||||
Consolidated VIEs [Member] | |||||||||
FCC Regulatory Matters [Line Items] | |||||||||
Number of full power stations repacked | 17 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments for Un-booked Broadcast Rights (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Broadcast Rights Commitments [Abstract] | |
2020 | $ 70,264 |
2021 | 45,370 |
2022 | 35,721 |
2023 | 15,861 |
2024 | 8,833 |
Future minimum payments for license agreements, total | $ 176,049 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Nov. 29, 2019USD ($) | Jan. 22, 2019USD ($) | Jun. 28, 2016USD ($) | Dec. 31, 2012Proof | Dec. 31, 2019USD ($)Station | Dec. 31, 2019USD ($)StationProof | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 21, 2009 |
Collective Bargaining Agreements [Abstract] | |||||||||
Number of stations covered under collective bargaining agreements | Station | 19 | 19 | |||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Restricted cash and cash equivalents to be held | $ 16,608 | $ 16,608 | |||||||
Income tax expense (benefit) | 137,026 | $ 144,680 | $ (233,943) | ||||||
Estimated federal and state income taxes | 13,569 | $ 27,123 | $ 10,676 | ||||||
Chicago Cubs Transactions [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Estimated federal and state income taxes | $ 225,000 | ||||||||
Tax payments | $ 147,000 | ||||||||
Chicago Cubs Transactions [Member] | IRS [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Income tax expense (benefit) | $ 182,000 | ||||||||
Income tax penalties expense | $ 73,000 | 96,000 | |||||||
Chicago Cubs Transactions [Member] | Northside Entertainment Holdings LLC [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Ownership interest percentage | 95.00% | ||||||||
Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Ownership interest percentage | 5.00% | ||||||||
Tribune [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Number of proofs of claim filed against debtors | Proof | 7,400 | ||||||||
Restricted cash and cash equivalents to be held | 16,600 | $ 16,600 | |||||||
Number of proofs of claim against debtors withdrawn | Proof | 347 | ||||||||
Tribune [Member] | Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Percentage of membership interest sold | 5.00% | ||||||||
Multi District Litigation[Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Loss contingency lawsuit filing date | April 3, 2019 | ||||||||
Loss contingency dismissal date | Sep. 5, 2019 | ||||||||
Multi District Litigation[Member] | Second Amended Complaint [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Loss contingency lawsuit filing date | September 9, 2019 | ||||||||
Loss contingency dismissal date | Oct. 8, 2019 | ||||||||
Nexstar [Member] | Marshall Broadcasting Group Inc [Member] | Shared Service Agreement (SSAs) [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Outstanding receivable | 13,900 | $ 13,900 | |||||||
Nexstar [Member] | Financial Guarantee of Mission Debt [Member] | |||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||
Maximum commitment under senior secured credit facility | 229,200 | 229,200 | |||||||
Commitment under senior secured credit facility at carrying value | 226,200 | $ 226,200 | |||||||
Line of credit facility maturity period | 2024-01 | ||||||||
Nexstar [Member] | Financial Guarantee Shield Debt [Member] | |||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||
Commitment under senior secured credit facility at carrying value | 21,800 | $ 21,800 | |||||||
Line of credit facility maturity period | 2023-10 | ||||||||
Mission [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||
Outstanding loan receivable | $ 48,900 | $ 48,900 | |||||||
Mission [Member] | Financial Guarantee Obligation of Marshall Credit Agreement [Member] | Marshall Broadcasting Group Inc [Member] | |||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||
Proceeds from loan receivable | $ 48,900 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 | |
Depreciation | 123,375 | 109,789 | 100,658 | |||||||||
Amortization of intangible assets | 200,317 | 149,406 | 159,500 | |||||||||
Income (loss) from operations | 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | 272,776 | $ 192,893 | $ 174,494 | $ 117,616 | 655,131 | 757,779 | 505,625 | |
Goodwill | 2,996,875 | 2,167,954 | 2,996,875 | 2,167,954 | ||||||||
Total assets | [1] | 13,989,737 | 7,062,030 | 13,989,737 | 7,062,030 | |||||||
Broadcast [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 2,929,431 | 2,612,531 | 2,306,404 | |||||||||
Depreciation | 108,805 | 89,312 | 85,913 | |||||||||
Amortization of intangible assets | 182,238 | 126,850 | 147,328 | |||||||||
Income (loss) from operations | 948,237 | 918,401 | 694,967 | |||||||||
Goodwill | 2,996,875 | 2,125,479 | 2,996,875 | 2,125,479 | ||||||||
Total assets | 12,918,966 | 6,622,604 | 12,918,966 | 6,622,604 | ||||||||
Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 109,893 | 154,165 | 125,562 | |||||||||
Depreciation | 14,570 | 20,477 | 14,745 | |||||||||
Amortization of intangible assets | 18,079 | 22,556 | 12,172 | |||||||||
Income (loss) from operations | (293,106) | (160,622) | $ (189,342) | |||||||||
Goodwill | 42,475 | 42,475 | ||||||||||
Total assets | $ 1,070,771 | $ 439,426 | $ 1,070,771 | $ 439,426 | ||||||||
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 |
Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 2,929,431 | 2,612,531 | 2,306,404 | ||||||||
Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 109,893 | 154,165 | 125,562 | ||||||||
Core Advertising (Local and National) [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,335,126 | 1,089,920 | 1,108,017 | ||||||||
Core Advertising (Local and National) [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,335,126 | 1,089,920 | 1,108,017 | ||||||||
Political Advertising [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 51,889 | 251,209 | 26,865 | ||||||||
Political Advertising [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 51,889 | 251,209 | 26,865 | ||||||||
Distribution Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,368,881 | 1,121,081 | 995,790 | ||||||||
Distribution Revenue [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,368,881 | 1,121,081 | 995,790 | ||||||||
Digital [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 241,519 | 261,159 | 226,752 | ||||||||
Digital [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 137,067 | 107,054 | 101,286 | ||||||||
Digital [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 104,452 | 154,105 | 125,466 | ||||||||
Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 24,524 | 26,485 | 17,861 | ||||||||
Other [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 19,083 | 26,425 | 17,765 | ||||||||
Other [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 5,441 | 60 | 96 | ||||||||
Trade Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 17,385 | 16,842 | |||||||||
Trade Revenue [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | $ 17,385 | $ 16,842 | |||||||||
Trade and Barter Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 56,681 | ||||||||||
Trade and Barter Revenue [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | $ 56,681 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Barter Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 42,500 | ||||||||||
Expense | $ 42,500 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information - Additional Information (Details) | Dec. 31, 2019 |
5.625 % Due 2024 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 5.625% |
5.625 % Due 2027 [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Interest rate | 5.625% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 232,070 | $ 145,115 | |
Restricted cash and cash equivalents | 16,608 | ||
Accounts receivable | 883,921 | 547,285 | |
Spectrum asset | 67,171 | 52,002 | |
Other current assets | 151,997 | 22,673 | |
Total current assets | 1,351,767 | 767,075 | |
Property and equipment, net | 1,290,428 | 731,538 | |
Goodwill | 2,996,875 | 2,167,954 | |
FCC licenses | 2,921,465 | 1,778,268 | |
Intangible assets, net | 3,259,620 | 1,491,923 | |
Other intangible assets, net | 727,354 | 89,958 | |
Investments | 1,477,353 | 13,971 | |
Assets held for sale | 240,524 | 4,417 | |
Other noncurrent assets | 451,705 | 106,884 | |
Total assets | [1] | 13,989,737 | 7,062,030 |
Current liabilities: | |||
Current portion of debt | 109,310 | 96,093 | |
Accounts payable | 157,366 | 67,828 | |
Liability to surrender spectrum asset | 77,962 | 52,002 | |
Other current liabilities | 602,919 | 188,249 | |
Total current liabilities | 947,557 | 404,172 | |
Debt | 8,383,278 | 3,884,910 | |
Deferred tax liabilities | 1,710,664 | 633,880 | |
Other noncurrent liabilities | 894,745 | 270,084 | |
Total liabilities | [1] | 11,936,244 | 5,193,046 |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | 2,031,497 | 1,852,774 | |
Noncontrolling interests in consolidated variable interest entities | 21,996 | 16,210 | |
Total liabilities and stockholders’ equity | 13,989,737 | 7,062,030 | |
Eliminations [Member] | |||
Current assets: | |||
Amounts due from consolidated entities | (171,344) | (166,508) | |
Total current assets | (171,344) | (166,508) | |
Investments in subsidiaries | (1,499,898) | (1,228,489) | |
Amounts due from consolidated entities | (679,817) | (782,365) | |
Property and equipment, net | (75) | (72) | |
Other noncurrent assets | (11,739) | ||
Total assets | (2,362,873) | (2,177,434) | |
Current liabilities: | |||
Amounts due to consolidated entities | (171,344) | (166,508) | |
Total current liabilities | (171,344) | (166,508) | |
Amounts due to consolidated entities | (680,027) | (782,576) | |
Deferred tax liabilities | (11,739) | ||
Total liabilities | (863,110) | (949,084) | |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | (1,499,763) | (1,228,350) | |
Total liabilities and stockholders’ equity | (2,362,873) | (2,177,434) | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,532,266 | 1,401,965 | |
Nexstar [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Accounts receivable | 997 | ||
Total current assets | 997 | ||
Investments in subsidiaries | 1,391,014 | 1,119,605 | |
Amounts due from consolidated entities | 679,817 | 782,365 | |
Other noncurrent assets | 55 | ||
Total assets | 2,071,883 | 1,901,970 | |
Current liabilities: | |||
Other current liabilities | 392 | 299 | |
Total current liabilities | 392 | 299 | |
Deferred tax liabilities | 62 | ||
Total liabilities | 392 | 361 | |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | 2,071,491 | 1,901,609 | |
Total liabilities and stockholders’ equity | 2,071,883 | 1,901,970 | |
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 208,223 | 105,665 | |
Restricted cash and cash equivalents | 16,608 | ||
Accounts receivable | 826,868 | 466,270 | |
Amounts due from consolidated entities | 156,112 | 88,987 | |
Spectrum asset | 67,171 | 52,002 | |
Other current assets | 148,840 | 17,420 | |
Total current assets | 1,423,822 | 730,344 | |
Investments in subsidiaries | 108,884 | 108,884 | |
Property and equipment, net | 1,246,263 | 696,910 | |
Goodwill | 2,861,241 | 1,970,692 | |
FCC licenses | 2,782,983 | 1,620,610 | |
Other intangible assets, net | 724,247 | 51,265 | |
Investments | 1,477,353 | 13,971 | |
Assets held for sale | 240,524 | 4,417 | |
Other noncurrent assets | 382,785 | 98,272 | |
Total assets | 13,713,689 | 6,609,259 | |
Current liabilities: | |||
Current portion of debt | 105,877 | 41,477 | |
Accounts payable | 142,377 | 47,574 | |
Liability to surrender spectrum asset | 77,962 | 52,002 | |
Other current liabilities | 565,943 | 155,023 | |
Total current liabilities | 892,159 | 296,076 | |
Debt | 8,142,088 | 3,641,193 | |
Amounts due to consolidated entities | 476,414 | 559,057 | |
Deferred tax liabilities | 1,699,774 | 624,869 | |
Other noncurrent liabilities | 869,292 | 255,228 | |
Total liabilities | 12,079,727 | 5,376,423 | |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | 1,627,712 | 1,232,836 | |
Noncontrolling interests in consolidated variable interest entities | 6,250 | ||
Total liabilities and stockholders’ equity | 13,713,689 | 6,609,259 | |
Nexstar Broadcasting [Member] | Network affiliation agreements [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Intangible assets, net | 2,465,587 | 1,313,894 | |
Mission [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 8,686 | 10,798 | |
Accounts receivable | 13,705 | 12,857 | |
Amounts due from consolidated entities | 15,232 | 77,521 | |
Other current assets | 632 | 1,655 | |
Total current assets | 38,255 | 102,831 | |
Property and equipment, net | 22,722 | 19,867 | |
Goodwill | 33,187 | 33,187 | |
FCC licenses | 43,102 | 43,102 | |
Other intangible assets, net | 491 | 617 | |
Other noncurrent assets | 55,257 | 4,421 | |
Total assets | 204,315 | 217,120 | |
Current liabilities: | |||
Current portion of debt | 2,285 | 2,285 | |
Accounts payable | 3,074 | 2,357 | |
Other current liabilities | 6,901 | 4,441 | |
Total current liabilities | 12,260 | 9,083 | |
Debt | 220,780 | 222,354 | |
Deferred tax liabilities | 11,753 | ||
Other noncurrent liabilities | 9,804 | 6,820 | |
Total liabilities | 254,597 | 238,257 | |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | (50,282) | (21,137) | |
Total liabilities and stockholders’ equity | 204,315 | 217,120 | |
Mission [Member] | Network affiliation agreements [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Intangible assets, net | 11,301 | 13,095 | |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Cash and cash equivalents | 15,161 | 28,652 | |
Accounts receivable | 42,351 | 68,158 | |
Other current assets | 2,525 | 3,598 | |
Total current assets | 60,037 | 100,408 | |
Property and equipment, net | 21,518 | 14,833 | |
Goodwill | 102,447 | 164,075 | |
FCC licenses | 95,380 | 114,556 | |
Other intangible assets, net | 2,616 | 38,076 | |
Other noncurrent assets | 25,347 | 4,191 | |
Total assets | 362,723 | 511,115 | |
Current liabilities: | |||
Current portion of debt | 1,148 | 52,331 | |
Accounts payable | 11,915 | 17,897 | |
Amounts due to consolidated entities | 171,344 | 166,508 | |
Other current liabilities | 29,683 | 28,486 | |
Total current liabilities | 214,090 | 265,222 | |
Debt | 20,410 | 21,363 | |
Amounts due to consolidated entities | 203,613 | 223,519 | |
Deferred tax liabilities | 10,876 | 8,949 | |
Other noncurrent liabilities | 15,649 | 8,036 | |
Total liabilities | 464,638 | 527,089 | |
Total Nexstar Media Group, Inc. stockholders’ equity (deficit) | (117,661) | (32,184) | |
Noncontrolling interests in consolidated variable interest entities | 15,746 | 16,210 | |
Total liabilities and stockholders’ equity | 362,723 | 511,115 | |
Non-Guarantors [Member] | Network affiliation agreements [Member] | Reportable Legal Entities [Member] | |||
Current assets: | |||
Intangible assets, net | $ 55,378 | $ 74,976 | |
[1] | The consolidated total assets as of December 31, 2019 and 2018 include certain assets held by consolidated VIEs of $332.6 million and $390.3 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2019 and 2018 include certain liabilities of consolidated VIEs of $61.7 million and $45.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 |
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 1,348,632 | 1,117,917 | 993,405 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 729,981 | 579,933 | 605,106 | ||||||||
Amortization of broadcast rights, excluding barter | 85,018 | 61,342 | 105,403 | ||||||||
Amortization of intangible assets | 200,317 | 149,406 | 159,500 | ||||||||
Depreciation | 123,375 | 109,789 | 100,658 | ||||||||
Gain on disposal of stations, net | (96,091) | (57,716) | |||||||||
Reimbursement from the FCC related to station repack | (70,356) | (29,381) | |||||||||
Goodwill and intangible assets impairment | 63,317 | 19,911 | 19,985 | ||||||||
Total operating expenses | 2,384,193 | 2,008,917 | 1,926,341 | ||||||||
Income from operations | 256,498 | 121,615 | 149,944 | 127,074 | 272,776 | 192,893 | 174,494 | 117,616 | 655,131 | 757,779 | 505,625 |
Income (loss) on equity investments, net | 17,925 | (2,436) | (1,268) | ||||||||
Interest expense, net | (304,350) | (220,994) | (241,195) | ||||||||
Loss on extinguishment of debt | (10,301) | (12,120) | (34,882) | ||||||||
Pension and other postretirement plans credit, net | 15,600 | 10,755 | 13,120 | ||||||||
Other income (expenses) | (684) | (39) | (16) | ||||||||
Income (loss) before income taxes | 168,283 | 34,329 | 97,381 | 73,328 | 213,159 | 135,071 | 119,870 | 64,845 | 373,321 | 532,945 | 241,384 |
Income tax benefit (expense) | (137,026) | (144,680) | 233,943 | ||||||||
Net income (loss) | 236,295 | 388,265 | 475,327 | ||||||||
Net (income) loss attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Net income attributable to Nexstar Media Group, Inc. | $ 113,212 | $ (5,847) | $ 68,002 | $ 54,892 | $ 153,109 | $ 100,514 | $ 87,732 | $ 48,122 | 230,259 | 389,477 | 474,997 |
Net income (loss) | 236,295 | 388,265 | 475,327 | ||||||||
Other comprehensive income: | |||||||||||
Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax (expense) benefit of ($11,723) in 2019, $7,147 in 2018, and ($2,160) in 2017 | 34,166 | (20,456) | 6,140 | ||||||||
Total comprehensive income | 270,461 | 367,809 | 481,467 | ||||||||
Comprehensive income (loss) attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 264,425 | 369,021 | 481,137 | ||||||||
Eliminations [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | (245,876) | (237,379) | (146,286) | ||||||||
Revenue between consolidated entities | (245,876) | (237,379) | (146,286) | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | (3,834) | (6,383) | (3,711) | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | (76,021) | (62,257) | (24,799) | ||||||||
Local service agreement fees between consolidated entities | (166,020) | (168,739) | (117,776) | ||||||||
Total operating expenses | (245,875) | (237,379) | (146,286) | ||||||||
Income from operations | (1) | ||||||||||
Equity in income of consolidated subsidiaries | (271,408) | (408,006) | (471,363) | ||||||||
Income (loss) before income taxes | (271,409) | (408,006) | (471,363) | ||||||||
Net income (loss) | (271,409) | (408,006) | (471,363) | ||||||||
Net income attributable to Nexstar Media Group, Inc. | (271,409) | (408,006) | (471,363) | ||||||||
Net income (loss) | (271,409) | (408,006) | (471,363) | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | (271,409) | (408,006) | (471,363) | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | (271,409) | (408,006) | (471,363) | ||||||||
Net Broadcast Revenue (Including Trade) [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 3,039,324 | 2,766,696 | 2,431,966 | ||||||||
Nexstar [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 36,389 | 31,758 | |||||||||
Revenue between consolidated entities | 36,389 | 31,758 | |||||||||
Operating expenses (income): | |||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 39,847 | 37,568 | |||||||||
Total operating expenses | 39,847 | 37,568 | |||||||||
Income from operations | (3,458) | (5,810) | |||||||||
Other income (expenses) | (1,587) | ||||||||||
Equity in income of consolidated subsidiaries | 271,408 | 408,006 | 471,363 | ||||||||
Income (loss) before income taxes | 266,363 | 402,196 | 471,363 | ||||||||
Income tax benefit (expense) | 245 | (1,231) | |||||||||
Net income (loss) | 266,608 | 400,965 | 471,363 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 266,608 | 400,965 | 471,363 | ||||||||
Net income (loss) | 266,608 | 400,965 | 471,363 | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | 266,608 | 400,965 | 471,363 | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 266,608 | 400,965 | 471,363 | ||||||||
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 2,902,782 | 2,587,037 | 2,231,764 | ||||||||
Revenue between consolidated entities | 94,198 | 91,257 | 71,434 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 1,124,400 | 890,378 | 793,606 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 721,629 | 559,024 | 582,314 | ||||||||
Local service agreement fees between consolidated entities | 71,822 | 77,482 | 51,859 | ||||||||
Amortization of broadcast rights, excluding barter | 81,038 | 57,022 | 92,888 | ||||||||
Amortization of intangible assets | 173,666 | 118,068 | 137,808 | ||||||||
Depreciation | 116,077 | 99,526 | 91,791 | ||||||||
Gain on disposal of stations, net | (96,091) | (57,716) | |||||||||
Reimbursement from the FCC related to station repack | (54,037) | (23,933) | |||||||||
Total operating expenses | 2,138,504 | 1,777,567 | 1,692,550 | ||||||||
Income from operations | 764,278 | 809,470 | 539,214 | ||||||||
Income (loss) on equity investments, net | 17,978 | (2,436) | (1,268) | ||||||||
Interest expense, net | (290,206) | (206,267) | (226,853) | ||||||||
Loss on extinguishment of debt | (10,301) | (11,647) | (32,523) | ||||||||
Pension and other postretirement plans credit, net | 15,600 | 10,755 | 13,120 | ||||||||
Other income (expenses) | 905 | (39) | (16) | ||||||||
Income (loss) before income taxes | 498,254 | 599,836 | 291,674 | ||||||||
Income tax benefit (expense) | (137,545) | (153,871) | 219,460 | ||||||||
Net income (loss) | 360,709 | 445,965 | 511,134 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 360,709 | 445,965 | 511,134 | ||||||||
Net income (loss) | 360,709 | 445,965 | 511,134 | ||||||||
Other comprehensive income: | |||||||||||
Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax (expense) benefit of ($11,723) in 2019, $7,147 in 2018, and ($2,160) in 2017 | 34,166 | (20,456) | 6,140 | ||||||||
Total comprehensive income | 394,875 | 425,509 | 517,274 | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | 394,875 | 425,509 | 517,274 | ||||||||
Nexstar Broadcasting [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 2,808,584 | 2,495,780 | 2,160,330 | ||||||||
Mission [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 110,879 | 109,224 | 107,172 | ||||||||
Revenue between consolidated entities | 34,652 | 39,997 | 36,580 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 48,670 | 40,861 | 35,820 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 4,475 | 4,965 | 4,168 | ||||||||
Local service agreement fees between consolidated entities | 61,215 | 55,650 | 35,500 | ||||||||
Amortization of broadcast rights, excluding barter | 1,493 | 1,584 | 5,645 | ||||||||
Amortization of intangible assets | 1,919 | 2,129 | 2,422 | ||||||||
Depreciation | 2,586 | 3,171 | 2,342 | ||||||||
Reimbursement from the FCC related to station repack | (5,663) | (2,818) | |||||||||
Total operating expenses | 114,695 | 105,542 | 85,897 | ||||||||
Income from operations | (3,816) | 3,682 | 21,275 | ||||||||
Interest expense, net | (10,841) | (11,101) | (10,135) | ||||||||
Loss on extinguishment of debt | (452) | (2,133) | |||||||||
Income (loss) before income taxes | (14,657) | (7,871) | 9,007 | ||||||||
Income tax benefit (expense) | (14,492) | 2,042 | (3,400) | ||||||||
Net income (loss) | (29,149) | (5,829) | 5,607 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | (29,149) | (5,829) | 5,607 | ||||||||
Net income (loss) | (29,149) | (5,829) | 5,607 | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | (29,149) | (5,829) | 5,607 | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | (29,149) | (5,829) | 5,607 | ||||||||
Mission [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 76,227 | 69,227 | 70,592 | ||||||||
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | 235,150 | 276,056 | 239,316 | ||||||||
Revenue between consolidated entities | 80,637 | 74,367 | 38,272 | ||||||||
Operating expenses (income): | |||||||||||
Direct operating expenses, excluding depreciation and amortization | 179,396 | 193,061 | 167,690 | ||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization | 40,051 | 40,633 | 43,423 | ||||||||
Local service agreement fees between consolidated entities | 32,983 | 35,607 | 30,417 | ||||||||
Amortization of broadcast rights, excluding barter | 2,487 | 2,736 | 6,870 | ||||||||
Amortization of intangible assets | 24,732 | 29,209 | 19,270 | ||||||||
Depreciation | 4,712 | 7,092 | 6,525 | ||||||||
Reimbursement from the FCC related to station repack | (10,656) | (2,630) | |||||||||
Goodwill and intangible assets impairment | 63,317 | 19,911 | 19,985 | ||||||||
Total operating expenses | 337,022 | 325,619 | 294,180 | ||||||||
Income from operations | (101,872) | (49,563) | (54,864) | ||||||||
Income (loss) on equity investments, net | (53) | ||||||||||
Interest expense, net | (3,303) | (3,626) | (4,207) | ||||||||
Loss on extinguishment of debt | (21) | (226) | |||||||||
Other income (expenses) | (2) | ||||||||||
Income (loss) before income taxes | (105,230) | (53,210) | (59,297) | ||||||||
Income tax benefit (expense) | 14,766 | 8,380 | 17,883 | ||||||||
Net income (loss) | (90,464) | (44,830) | (41,414) | ||||||||
Net (income) loss attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Net income attributable to Nexstar Media Group, Inc. | (96,500) | (43,618) | (41,744) | ||||||||
Net income (loss) | (90,464) | (44,830) | (41,414) | ||||||||
Other comprehensive income: | |||||||||||
Total comprehensive income | (90,464) | (44,830) | (41,414) | ||||||||
Comprehensive income (loss) attributable to noncontrolling interests | (6,036) | 1,212 | (330) | ||||||||
Total comprehensive income attributable to Nexstar Media Group, Inc. | (96,500) | (43,618) | (41,744) | ||||||||
Non-Guarantors [Member] | Net Broadcast Revenue (Including Trade) [Member] | Reportable Legal Entities [Member] | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||||||||||
Net revenue | $ 154,513 | $ 201,689 | $ 201,044 |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Information - Condensed Consolidated Statements of Operations and Comprehensive Income (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||
Change in unrecognized amounts included in pension and postretirement obligations, tax | $ (11,723) | $ 7,147 | $ (2,160) |
Condensed Consolidating Finan_7
Condensed Consolidating Financial Information - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | $ 417,467 | $ 736,867 | $ 109,091 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (5,881,179) | (103,976) | (2,975,254) |
Proceeds from sale of stations | 1,352,958 | 481,946 | |
Deconsolidation of the cash of Marshall | (5,011) | ||
Purchases of property and equipment | (197,511) | (106,246) | (72,461) |
Spectrum repack reimbursements from the FCC | 70,356 | 29,381 | |
Investment in a loan receivable | (48,876) | ||
Proceeds from disposals of property and equipment | 4,451 | 4,344 | 20,026 |
Distribution from an equity investment | 2,205 | ||
Proceeds received to relinquish spectrum | 478,608 | ||
Other investing activities | 452 | 983 | 20,876 |
Net cash used in investing activities | (4,702,155) | (175,514) | (2,066,285) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 5,523,481 | 251,387 | 3,533,981 |
Payments for debt financing costs | (72,052) | (1,056) | (52,039) |
Repayments of long-term debt | (902,217) | (653,011) | (1,922,329) |
Purchase of noncontrolling interests | (6,393) | (2,468) | (66,901) |
Payments for contingent consideration | (259,603) | ||
Premium paid on debt extinguishment | (10,094) | (18,050) | |
Common stock dividends paid | (82,823) | (68,629) | (55,892) |
Purchase of treasury stock | (45,115) | (50,524) | (99,008) |
Cash paid for shares withheld for taxes | (9,813) | (4,938) | (4,099) |
Payments for capital lease and capitalized software obligations | (9,175) | (8,847) | (7,095) |
Proceeds from exercise of stock options | 2,403 | 5,970 | 8,155 |
Other financing activities | 49 | (12,145) | (2,792) |
Net cash provided by (used in) financing activities | 4,388,251 | (531,890) | 1,057,367 |
Net increase in cash, cash equivalents and restricted cash | 103,563 | 29,463 | (899,827) |
Cash, cash equivalents and restricted cash at beginning of period | 145,115 | 115,652 | 1,015,479 |
Cash, cash equivalents and restricted cash at end of period | 248,678 | 145,115 | 115,652 |
Eliminations [Member] | |||
Cash flows from investing activities: | |||
Inter-company payments | 49,014 | ||
Net cash used in investing activities | 49,014 | ||
Cash flows from financing activities: | |||
Inter-company payments | (49,014) | ||
Net cash provided by (used in) financing activities | (49,014) | ||
Nexstar [Member] | Reportable Legal Entities [Member] | |||
Cash flows from financing activities: | |||
Common stock dividends paid | (82,823) | (68,629) | (55,892) |
Inter-company payments | 135,348 | 118,121 | 150,844 |
Purchase of treasury stock | (45,115) | (50,524) | (99,008) |
Cash paid for shares withheld for taxes | (9,813) | (4,938) | |
Proceeds from exercise of stock options | 2,403 | 5,970 | |
Other financing activities | 4,056 | ||
Nexstar Broadcasting [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 415,174 | 709,446 | 82,532 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (5,881,179) | (103,976) | (2,974,454) |
Proceeds from sale of stations | 1,352,958 | 481,946 | |
Purchases of property and equipment | (174,118) | (93,181) | (62,056) |
Spectrum repack reimbursements from the FCC | 54,037 | 23,933 | |
Inter-company payments | (49,014) | ||
Proceeds from disposals of property and equipment | 4,437 | 4,344 | |
Distribution from an equity investment | 2,205 | ||
Proceeds received to relinquish spectrum | 478,608 | ||
Other investing activities | 452 | 978 | 20,374 |
Net cash used in investing activities | (4,690,222) | (167,902) | (2,055,582) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 5,523,481 | 194,000 | 3,249,575 |
Payments for debt financing costs | (72,052) | (48,235) | |
Repayments of long-term debt | (896,477) | (590,247) | (1,640,088) |
Purchase of noncontrolling interests | (6,386) | (66,901) | |
Payments for contingent consideration | (258,647) | ||
Premium paid on debt extinguishment | (10,094) | (18,050) | |
Inter-company payments | (135,210) | (118,121) | (150,844) |
Payments for capital lease and capitalized software obligations | (9,097) | ||
Other financing activities | 49 | (12,371) | (6,529) |
Net cash provided by (used in) financing activities | 4,394,214 | (526,739) | 1,060,281 |
Net increase in cash, cash equivalents and restricted cash | 119,166 | 14,805 | (912,769) |
Cash, cash equivalents and restricted cash at beginning of period | 105,665 | 90,860 | 1,003,629 |
Cash, cash equivalents and restricted cash at end of period | 224,831 | 105,665 | 90,860 |
Mission [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 627 | 4,810 | 4,692 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (800) | ||
Purchases of property and equipment | (6,117) | (4,044) | (700) |
Spectrum repack reimbursements from the FCC | 5,663 | 2,818 | |
Investment in a loan receivable | (48,876) | ||
Other investing activities | 100 | ||
Net cash used in investing activities | (49,330) | (1,226) | (1,400) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 230,609 | ||
Payments for debt financing costs | (3,804) | ||
Repayments of long-term debt | (2,285) | (2,310) | (227,051) |
Inter-company payments | 48,876 | ||
Net cash provided by (used in) financing activities | 46,591 | (2,310) | (246) |
Net increase in cash, cash equivalents and restricted cash | (2,112) | 1,274 | 3,046 |
Cash, cash equivalents and restricted cash at beginning of period | 10,798 | 9,524 | 6,478 |
Cash, cash equivalents and restricted cash at end of period | 8,686 | 10,798 | 9,524 |
Non-Guarantors [Member] | Reportable Legal Entities [Member] | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Cash flows from operating activities | 1,666 | 22,611 | 21,867 |
Cash flows from investing activities: | |||
Deconsolidation of the cash of Marshall | (5,011) | ||
Purchases of property and equipment | (17,276) | (9,021) | (9,705) |
Spectrum repack reimbursements from the FCC | 10,656 | 2,630 | |
Proceeds from disposals of property and equipment | 14 | ||
Other investing activities | 5 | 402 | |
Net cash used in investing activities | (11,617) | (6,386) | (9,303) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 57,387 | 53,797 | |
Repayments of long-term debt | (3,455) | (60,454) | (55,190) |
Purchase of noncontrolling interests | (7) | ||
Payments for contingent consideration | (956) | ||
Payments for capital lease and capitalized software obligations | (78) | ||
Other financing activities | 226 | (319) | |
Net cash provided by (used in) financing activities | (3,540) | (2,841) | (2,668) |
Net increase in cash, cash equivalents and restricted cash | (13,491) | 13,384 | 9,896 |
Cash, cash equivalents and restricted cash at beginning of period | 28,652 | 15,268 | 5,372 |
Cash, cash equivalents and restricted cash at end of period | $ 15,161 | $ 28,652 | $ 15,268 |
Unaudited Quarterly Data - Unau
Unaudited Quarterly Data - Unaudited Quarterly Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 798,022 | $ 693,015 | $ 660,323 | $ 615,336 | $ 3,039,324 | $ 2,766,696 | $ 2,431,966 |
Income (loss) from operations | 256,498 | 121,615 | 149,944 | 127,074 | 272,776 | 192,893 | 174,494 | 117,616 | 655,131 | 757,779 | 505,625 |
Income before income taxes | 168,283 | 34,329 | 97,381 | 73,328 | 213,159 | 135,071 | 119,870 | 64,845 | 373,321 | 532,945 | 241,384 |
Net income (loss) attributable to Nexstar | $ 113,212 | $ (5,847) | $ 68,002 | $ 54,892 | $ 153,109 | $ 100,514 | $ 87,732 | $ 48,122 | $ 230,259 | $ 389,477 | $ 474,997 |
Basic net income (loss) per common share | $ 2.46 | $ (0.13) | $ 1.48 | $ 1.20 | $ 3.36 | $ 2.21 | $ 1.92 | $ 1.04 | $ 5.01 | $ 8.52 | $ 10.38 |
Basic weighted average shares outstanding | 45,952 | 46,114 | 46,090 | 45,785 | 45,619 | 45,552 | 45,631 | 46,075 | 45,986 | 45,718 | 45,754 |
Diluted net income (loss) per common share | $ 2.36 | $ (0.13) | $ 1.42 | $ 1.15 | $ 3.22 | $ 2.12 | $ 1.86 | $ 1.01 | $ 4.80 | $ 8.21 | $ 10.07 |
Diluted weighted average shares outstanding | 47,933 | 46,114 | 47,971 | 47,784 | 47,482 | 47,338 | 47,147 | 47,685 | 47,923 | 47,412 | 47,149 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 13,158 | $ 13,358 | $ 5,805 | |
Additions Charged to Costs and Expenses | 12,972 | 10,707 | 10,263 | |
Deductions | [1] | (8,925) | (10,907) | (2,710) |
Balance at End of Period | $ 17,205 | $ 13,158 | $ 13,358 | |
[1] | Uncollectible accounts written off, net of recoveries. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Jan. 30, 2020 | Jan. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 14, 2020 |
Subsequent Event [Line Items] | |||||||||
Dividends declared per common share | $ 1.80 | $ 1.50 | $ 1.20 | ||||||
Repayment of Tribune debt, including premium and accrued interest | $ 902,217 | $ 653,011 | $ 1,922,329 | ||||||
Proceeds from sale of stations | $ 1,352,958 | $ 481,946 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Selling price of entities sold | $ 14,400 | ||||||||
Cash payment | $ 60,000 | ||||||||
Dividends, date declared | Jan. 31, 2020 | ||||||||
Subsequent Event [Member] | Purchase and Sale Agreements [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash payment | $ 45,000 | ||||||||
Proceeds from sale of stations | $ 350,000 | ||||||||
Subsequent Event [Member] | Senior Secured Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayment of Tribune debt, including premium and accrued interest | $ 100,000 | $ 30,000 | |||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends declared per common share | $ 0.56 | ||||||||
Dividends, date declared | Jan. 30, 2020 | ||||||||
Dividends, paid date | Feb. 28, 2020 | ||||||||
Dividends, date of record | Feb. 14, 2020 |