Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below). Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar’s 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. 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, for instance, uncertainties surrounding the business outlook caused by the Coronavirus Disease 2019 (“COVID-19”) pandemic. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared a national emergency. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. Since then, the Company’s business operations, financial results and cash flows have significantly improved. In 2021, the mass distribution of COVID-19 vaccines, the U.S. government’s stimulus programs, the reopening During the three and nine months ended September 30, 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its current year to date financial results were also higher than the comparable prior year and its market capitalization continued to increase and exceed the carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery to date and the incremental operating results from the Company’s acquisitions in 2020. Overall, the ongoing COVID-19 pandemic did not have a material impact on the Company’s liquidity. As of September 30, 2021, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. The extent to which the COVID-19 pandemic impacts the Company’s business, its results of operations and its financial condition will depend on future developments, which remain highly uncertain and cannot be reasonably predicted, including future surges of the virus and the length of time that the pandemic continues, current challenges to increase vaccination rates in the U.S. and disruptions to supply chains. Interim Financial Statements The Condensed Consolidated Financial Statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that 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 of 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 it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, 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 these VIEs’ stations, subject to FCC consent. On July 1, 2021, Mission granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from Mission, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of September 30, 2021 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA SSA & JSA ( 1)(2) WFXP, KHMT, KFQX and WPIX KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB LMA ( 3) WNAC White Knight Broadcasting (“White Knight”) SSA & JSA WVLA, KFXK and KSHV Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA LMA KNVA (1) On July 1, 2021, Mission entered into JSAs with Nexstar for stations KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB in addition to the existing SSAs with these stations. Prior to entering these JSAs, Nexstar provided services to these stations under SSAs only. (2) On May 24, 2021, Mission acquired the license assets of television station KGBT-TV serving the Harlingen-Weslaco-Brownsville-McAllen, Texas market from Sinclair Broadcast Group, Inc. (“Sinclair”) for a nominal price. Upon closing of the acquisition, Mission entered into a new SSA with Nexstar for the station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. On July 1, 2021, Mission entered into a new JSA with Nexstar for this station in addition to the SSA. On September 15, 2021, Nexstar acquired KGBT-TV’s license assets from Mission for the same price Mission paid Sinclair (See Note 3). Effective September 15, 2021, KGBT-TV is no longer a VIE and the JSA and SSA between Nexstar and Mission for the station were terminated. (3) On June 17, 2021, Mission acquired WNAC-TV, the Fox affiliate full power television station serving the Providence, Rhode Island market, from Super Towers, Inc. (“Super Towers”) (See Note 3). Upon closing of the acquisition, Mission assumed the existing LMA with Nexstar for the acquired station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. Nexstar became the primary beneficiary of WNAC-TV under its previous owner, Super Towers, and has consolidated this station into Nexstar’s financial statements since January 2017. Upon Mission’s acquisition of WNAC-TV in June 2021, Nexstar continued to be the primary beneficiary and maintained its deemed controlling financial interest in the station for financial reporting purposes under authoritative guidance related to the consolidation of VIEs. Nexstar became the primary beneficiary of KGBT-TV upon Mission’s acquisition of the station from Sinclair on May 24, 2021 until Nexstar acquired the station from Mission on September 15, 2021. As Nexstar is the primary beneficiary of the operations of WNAC-TV and KGBT-TV, Mission’s purchase of WNAC-TV from Super Towers and Nexstar’s purchase of KGBT-TV from Mission were deemed to be common control transactions. Therefore, Mission recorded the net assets of WNAC-TV it acquired from Super Towers and Nexstar recorded the net assets of KGBT-TV it acquired from Mission at historical book values, rather than at estimated fair values. For financial reporting purposes, Nexstar continued to include both stations’ net assets and financial results at historical values for all periods presented in the accompanying Condensed Consolidated Financial Statements. The net assets of WNAC-TV have also been included as if they were owned by Mission as of the earliest period presented. Mission is a guarantor of Nexstar’s debt. On October 1, 2021, Nexstar acquired certain television stations from Mission and White Knight. See Note 16 for discussion of subsequent events. Nexstar’s ability to receive cash from Mission and the other consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): September 30, 2021 December 31, 2020 Current assets: Cash and cash equivalents $ 4,300 $ 9,066 Accounts receivable, net 21,737 19,800 Prepaid expenses and other current assets 11,679 6,726 Total current assets 37,716 35,592 Property and equipment, net 61,599 61,938 Goodwill 152,058 153,704 FCC licenses 203,967 204,720 Network affiliation agreements, net 86,961 93,466 Other intangible assets, net 353 748 Other noncurrent assets, net 93,930 78,580 Total assets $ 636,584 $ 628,748 Current liabilities: Current portion of debt $ 3,000 $ - Other current liabilities 33,466 30,830 Total current liabilities 36,466 30,830 Debt 356,155 327,000 Deferred tax liabilities 33,422 29,433 Other noncurrent liabilities 100,059 82,821 Total liabilities $ 526,102 $ 470,084 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): September 30, 2021 December 31, 2020 Current assets $ 5,182 $ 4,402 Property and equipment, net 15,439 16,137 Goodwill 63,795 63,795 FCC licenses 203,967 204,720 Network affiliation agreements, net 29,250 31,571 Other noncurrent assets, net 2,664 2,568 Total assets $ 320,297 $ 323,193 Current liabilities $ 32,725 $ 30,335 Noncurrent liabilities 133,481 112,254 Total liabilities $ 166,206 $ 142,589 Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. 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 outsourcing agreement for WYZZ, Nexstar pays for certain operating expenses and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from Nexstar’s activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Cunningham does not guarantee Nexstar’s debt. Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 41,676 44,979 42,520 45,313 Dilutive effect of equity incentive plan instruments 1,800 1,758 1,902 1,751 Weighted average shares outstanding - diluted 43,476 46,737 44,422 47,064 During the three and nine months ended September 30, 2021, there were no stock options and restricted stock units that were anti-dilutive. During the three and nine months ended September 30, 2020, stock options and restricted stock units to acquire a weighted average of 85,000 shares and 157,000 shares, respectively, of Class A common stock were excluded from the computation of diluted earnings per share because their impact would have been anti-dilutive. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Recent Accounting Pronouncements New Accounting Standards Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, “ Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”), New Accounting Standards Not Yet Adopted In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors—Certain leases with variable payments. Under the ASU, a lessor would classify a lease with variable lease payments that do not depend on an index or rate as an operating lease at lease commencement if the lease would have been classified as a sales-type lease or direct financing lease under Accounting Standards Codification (“ASC”) 842 classification criteria and the lessor would have otherwise recognized a day one loss. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the standard to have a material impact on its Consolidated Financial Statements upon its adoption effective on January 1, 2022. On November 19, 2020, the SEC issued Final Rule Release 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information” (“SEC Rule 33-10890”), which amends certain sections of Regulation S-K In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) , which |