Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Note: The registrant is a voluntary filer and is not subject to the filing requirements. However, the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 9, ~~2017,~~ 2019,the Registrant had 1,000 shares of common stock outstanding, held by two shareholders.

	September 30,			December 31,			March 31,			December 31,
	2017			2016			2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	6,959		$	6,474		$	5,583		$	10,798
Accounts receivable, net of allowance for doubtful accounts of $156 and $92, respectively		14,317			12,332
Accounts receivable, net of allowance for doubtful accounts of $236 and $222, respectively								15,448			12,857
Due from Nexstar Broadcasting, Inc.		97,665			80,815			77,158			77,521
Prepaid expenses and other current assets		2,285			1,337			721			1,130
Total current assets		121,226			100,958			98,910			102,306
Property and equipment, net		18,026			19,564			20,700			19,867
Goodwill		33,187			32,489			33,187			33,187
FCC licenses		43,102			41,563			43,102			43,102
Other intangible assets, net		16,384			16,470			13,193			13,712
Deferred tax assets, net		2,148			5,959			4,322			3,485
Other noncurrent assets, net		1,036			5,185			7,021			936
Total assets	$	235,109		$	222,188		$	220,435		$	216,595
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of debt	$	2,893		$	1,160		$	2,285		$	2,285
Current portion of broadcast rights payable		1,028			1,077			300			325
Accounts payable		242			524			1,392			1,832
Accrued expenses		12,113			7,261
Other current liabilities		688			673
Interest payable								930			152
Accrued capital expenditures								1,801			1,251
Other accrued expenses								1,925			1,992
Current operating lease liabilities								1,878			721
Total current liabilities		16,964			10,695			10,511			8,558
Debt		223,235			222,605			221,956			222,354
Other noncurrent liabilities		9,147			9,832			11,563			6,820
Total liabilities		249,346			243,132			244,030			237,732
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 10)
Shareholders' deficit:
Common stock - $1 par value, 1,000 shares authorized, issued and outstanding as of each of September 30, 2017 and December 31, 2016		1			1
Common stock - $1 par value, 1,000 shares authorized, issued and outstanding as of each of March 31, 2019 and December 31, 2018								1			1
Subscription receivable		(1	)		(1	)		(1	)		(1	)
Accumulated deficit		(14,237	)		(20,944	)		(23,595	)		(21,137	)
Total shareholders' deficit		(14,237	)		(20,944	)		(23,595	)		(21,137	)
Total liabilities and shareholders' deficit	$	235,109		$	222,188		$	220,435		$	216,595

The accompanying Notes are an integral part of these Condensed Financial Statements.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2017			2016			2017			2016			2019			2018
Net broadcast revenue	$	18,715		$	15,541		$	54,178		$	45,786		$	19,407		$	16,102
Revenue from Nexstar Broadcasting, Inc.		8,499			10,383			26,687			29,209			7,762			8,483
Net revenue		27,214			25,924			80,865			74,995			27,169			24,585
Operating expenses:
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		8,867			7,714			26,761			22,581			12,036			10,147
Selling, general, and administrative expenses, excluding depreciation and amortization		1,267			892			3,102			2,646
Selling, general and administrative expenses, excluding depreciation and amortization														991			1,216
Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc.		13,250			4,500			22,250			13,500			14,575			13,250
Amortization of broadcast rights		1,405			1,388			4,217			4,169			383			412
Amortization of intangible assets		605			605			1,849			1,816			519			544
Depreciation		591			598			1,766			1,805			608			517
Reimbursement from the FCC related to station repack														(1,536	)		-
Total operating expenses		25,985			15,697			59,945			46,517			27,576			26,086
Income from operations		1,229			10,227			20,920			28,478			(407	)		(1,501	)
Interest expense		(2,524	)		(2,329	)		(7,730	)		(6,951	)		(2,886	)		(2,611	)
Loss on extinguishment of debt		-			-			(2,133	)		-
(Loss) income before income taxes		(1,295	)		7,898			11,057			21,527
Income tax benefit (expense)		448			(3,050	)		(4,350	)		(8,333	)
Net (loss) income	$	(847	)	$	4,848		$	6,707		$	13,194
Loss before income taxes														(3,293	)		(4,112	)
Income tax benefit														835			981
Net loss													$	(2,458	)	$	(3,131	)

The accompanying Notes are an integral part of these Condensed Financial Statements.

											Total
	Common Stock				Subscription			Accumulated			Shareholders'
	Shares		Amount		Receivable			Deficit			Deficit

Balances as of December 31, 2018		1,000		1		(1	)		(21,137	)		(21,137	)
Net loss		-		-		-			(2,458	)		(2,458	)
Balances as of March 31, 2019		1,000		1		(1	)		(23,595	)		(23,595	)

The accompanying Notes are an integral part of these Condensed Financial Statements.

	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2017			2016			2019			2018
Cash flows from operating activities:
Net income	$	6,707		$	13,194
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		3,811			7,407
Net loss							$	(2,458	)	$	(3,131	)
Adjustments to reconcile net loss to net cash used by operating activities:
Deferred income tax benefit								(837	)		(1,006	)
Provision for bad debt		64			97			13			24
Depreciation of property and equipment		1,766			1,805			608			517
Amortization of intangible assets		1,849			1,816			519			544
Amortization of debt financing costs and debt discount		554			422			176			193
Amortization of broadcast rights, excluding barter		1,204			1,188
Amortization of broadcast rights								383			412
Payments for broadcast rights		(1,209	)		(1,263	)		(391	)		(422	)
Loss on asset disposal		87			-
Deferred gain recognition		(149	)		(149	)
Loss on extinguishment of debt		2,133			-
Other noncash credits, net								(50	)		(49	)
Spectrum repack reimbursements								(1,536	)		-
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(2,047	)		(2,751	)		(2,604	)		(116	)
Prepaid expenses and other current assets		(1,000	)		(132	)		314			142
Other noncurrent assets		(2	)		(6	)		340			(3	)
Accounts payable, accrued expenses and other current liabilities		4,591			(330	)
Accounts payable, accrued expenses and deferred rent								(129	)		(4,071	)
Other noncurrent liabilities		(247	)		(311	)		-			(14	)
Due to/due from Nexstar Broadcasting, Inc.		(16,845	)		(17,455	)
Net cash provided by operating activities		1,267			3,532
Due from Nexstar Broadcasting, Inc.								363			2,920
Net cash used in operating activities								(5,289	)		(4,060	)
Cash flows from investing activities:
Purchases of property and equipment		(315	)		(160	)		(891	)		(830	)
Payment for acquisition		(800	)		-
Net cash used in investing activities		(1,115	)		(160	)
Spectrum repack reimbursements								1,536			-
Net cash provided by (used in) investing activities								645			(830	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		230,608			-
Repayments of long-term debt		(226,471	)		(1,751	)		(571	)		(578	)
Payments for debt financing costs		(3,804	)		(325	)
Net cash provided by (used in) financing activities		333			(2,076	)
Net increase in cash and cash equivalents		485			1,296
Net cash used in financing activities								(571	)		(578	)
Net decrease in cash and cash equivalents								(5,215	)		(5,468	)
Cash and cash equivalents at beginning of period		6,474			4,361			10,798			9,524
Cash and cash equivalents at end of period	$	6,959		$	5,657		$	5,583		$	4,056

Supplemental information:
Interest paid	$	7,453		$	6,529		$	1,932		$	2,306
Income taxes paid, net of refunds	$	1,306		$	1,029
Income tax refund, net of taxes paid							$	(236	)	$	-
Non-cash investing and financing activities
Right-of-use assets obtained in exchange for operating lease obligations⁽¹⁾							$	6,450		$	-

The accompanying Notes are an integral part of these Condensed Financial Statements.

As of ~~September 30, 2017,~~ March 31, 2019, Mission Broadcasting, Inc. (“Mission” or the “Company”) owned and operated 19 full power television stations, affiliated with the NBC, ABC, CBS, FOX, or The CW, MNTV and other broadcast television networks, in 18 markets located in the states of Arkansas, Colorado, Illinois, Indiana, Louisiana, Missouri, Montana, New York, Pennsylvania, Texas and Vermont. The Company operates in one reportable television broadcasting segment. Through local service agreements, Nexstar Broadcasting, Inc., a subsidiary of Nexstar Media Group, Inc. (collectively “Nexstar”), provides sales and operating services to all of the Mission television stations (see Note 4)3).

The Company is highly 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 its control, as well as Nexstar maintaining its pledge to continue the local service agreements with the Company’s stations. Management believes that with Nexstar’s pledge to continue the local service agreements as described in a letter of support dated March ~~14, 2017,~~22, 2019, the Company’s available cash, anticipated cash flow from operations and available borrowings under its senior secured credit facility should be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments for at least the next ~~twelve~~12 months from ~~September 30, 2017,~~May 9, 2019, enabling Mission to continue to operate as a going concern.

Nexstar’s senior secured credit agreement contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of ~~4.50~~4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of Nexstar and its variable interest entities, including Mission. Mission’s credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of ~~September 30, 2017,~~March 31, 2019, Nexstar has informed Mission that it was in compliance with all covenants contained in its credit agreement and the indentures governing its senior unsecured notes.

The Condensed Financial Statements as of ~~September 30, 2017~~March 31, 2019 and ~~2016~~for the three months ended March 31, 2019 and 2018 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 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 disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Financial Statements should be read in conjunction with the Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018. The balance sheet as of December 31, ~~2016~~2018 has been derived from the audited Financial Statements as of that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.

As discussed in Recent Accounting Pronouncements below, the Company adopted the FASB issued ASU No. 2016-02, Leases (Topic 842) and all related amendments. 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 flow 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. 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 Condensed Balance Sheet as of January 1, 2019 of $6.5 million, inclusive of the present value of remaining future operating lease payments of $11.0 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 deferred rent, short-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		Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease Right-of-Use Assets
Impact on Condensed Balance Sheets	December 31, 2018		Operating Lease Payments as of January 1, 2019		Deferred Rent			Other			Total			January 1, 2019
Prepaid expenses and other current assets	$	1,130	$	-	$	-		$	(77	)	$	(77	)	$	1,053
Other intangible assets, net		13,712		-		-			-			-			13,712
Other noncurrent assets, net		936		10,957		(4,175	)		(332	)		6,450			7,386
Total Assets		216,595		10,957		(4,175	)		(409	)		6,373			222,968
Other current liabilities		8,558		1,802		(531	)		(198	)		1,073			9,631
Other noncurrent liabilities		6,820		9,155		(3,644	)		(211	)		5,300			12,120
Total Liabilities		237,732		10,957		(4,175	)		(409	)		6,373			244,105

After transition to ASC 842, the Company determines if an arrangement is a lease at inception. The ROU assets arising from operating leases are included in other noncurrent assets, current operating lease liabilities and other noncurrent liabilities in the accompanying Condensed Balance Sheets. Operating lease ROU assets and operating lease liabilities that are recognized after the adoption of ASC 842 are based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and executory costs (not significant). 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. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in its ROU asset and lease liability) unless there is an economic, financial or business reason to do so. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used based on the information available at commencement date in determining the present value of future lease payments. 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. For new or renewed leases starting in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

In rare circumstances, the Company may enter into finance leases for specific equipment or real estate used in its operations, in which the lease term is for the major part of the remaining economic life of the underlying asset or the present value of the lease payments equals or exceeds substantially all of the estimated fair value of the underlying asset. The Company records its finance leases within property, plant and equipment, other current liabilities and other noncurrent liabilities on the accompanying Condensed Balance Sheets.

See Note 6 for additional disclosures on leases as of and for the three months ended March 31, 2019.

The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights payable, accounts payable and accrued expenses approximate fair value due to their short-term nature. See Note 75 for fair value disclosures related to the Company’s debt.

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 shareholders’ deficit as previously ~~reported.~~reported.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which updates the accounting guidance on revenue recognition. This standard is intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations to clarify the implementation of guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance in identifying performance obligations in a contract and determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. This update amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition and is intended to address implementation issues that were raised by stakeholders and provide additional practical expedients. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. In September 2017, the FASB issued ASU No. 2017-13, Revenue recognition (Topic 605), Revenue from contracts with customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), which allows certain public entities to use the private company effective dates for adoption of ASC 606 and supersedes certain SEC paragraphs in the Codification. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard.

The above updates are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating its adoption approach and its final determination will depend on a number of factors, including the significance of the impact of these updates on the Company’s financial results, the Company’s ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements and its ability to maintain two sets of financial information under current and new standards if it were to adopt the modified retrospective approach. The Company has also started allocating resources to analyze each of its revenue streams. The Company continues to assess the potential impacts of the new standard on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ~~(ASU 2016-02)~~. The ~~new guidance requires~~Company adopted this standard and all related amendments effective January 1, 2019 using the ~~recording~~optional transition method. The standard had a material impact on the Company’s Condensed 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 ~~arising from leases~~for operating leases. The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. See Leases above for the ~~balance sheet accompanied by enhanced qualitative~~Company’s updated accounting policy and quantitative disclosures in the notes to the financial statements. The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effectiveNote 6 for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of the provisions of the accounting standard update.expanded disclosures.

In ~~October~~June 2016, the FASB issued ASU No. ~~2016-16, Income Taxes~~2016-13, “Financial Instruments - Credit Losses (Topic ~~740): Intra-Entity Transfers~~326) (“ASU 2016-13”).” The standard requires entities to estimate loss of ~~Assets Other Than Inventory (ASU 2016-16).~~financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The ~~amendments~~expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of ASU 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The current guidance prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset“probable” has been ~~sold~~eliminated and that expected loss should consider reasonable and supportable forecasts in addition to ~~an outside party which has resulted in diversity in practice~~the previously considered past events and ~~increased complexity within~~current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial ~~reporting. The amendments~~assets by year of ~~ASU 2016-16 would require an entity~~the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017. The Company has applied the change in accountingretained earnings as of ~~January 1, 2017.~~ ~~The change in accounting principle did not have a material impact on~~ the ~~Company’s financial position or results of operations.~~

~~In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus~~beginning of the ~~FASB Emerging Issues Task Force (ASU 2016-18),~~first reporting period in which ~~provides~~the guidance ~~on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18~~is effective. The standard is effective for ~~public business entities in~~ fiscal years beginning after December 15, ~~2017, including~~2019, and interim periods within those fiscal years. Early adoption is permitted ~~including adoption in an~~for annual periods beginning after December 15, 2018, and interim ~~period.~~periods within those fiscal years. The Company is currently evaluating the impact of ~~these updates~~adopting ASU 2016-13 on its financial statements.

In ~~January 2017,~~August 2018, the FASB issued ASU No. ~~2017-01, Business Combinations~~2018-13, Fair Value Measurement (Topic ~~805): Clarifying~~820) (“ASU 2018-13”), which modifies the ~~Definition of a Business (ASU 2017-01). ASU 2017-01 provides clarification~~disclosure requirements on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. To be considered a business under the new guidance, it must include an input and a substantive process that together significantly contribute to the ability to create output. The amendment removes the evaluation of whether a market participant could replace missing elements.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, ~~2017, including interim periods within those fiscal years, and will be applied prospectively.~~2019. Early adoption is permitted for any removed or modified disclosures. The ~~potential~~Company is currently evaluating the impact of ~~this new guidance will be assessed for future acquisitions or dispositions, but it is not expected to have a material impact~~adopting ASU 2018-13 on ~~the Company's~~its financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for fiscal years beginning on January 1, 2020, including interim periods within those fiscal years, and early adoption as of January 1, 2017 is permitted. The new guidance is required to be applied on a prospective basis and as such, the Company will use the simplified test in its annual fourth fiscal quarter testing. The new guidance is not expected to have a material impact on the Company’s financial statements.

On May 27, 2014, Mission assumed the rights, title and interest to an existing purchase agreement, from Excalibur Broadcasting, LLC, to acquire Parker Broadcasting of Colorado, LLC (“Parker”), the owner of television station KFQX, the FOX affiliate in the Grand Junction, Colorado market, for $4.0 million in cash. In connection with this assumption, Mission paid a deposit of $3.2 million on June 13, 2014. The acquisition was approved by the FCC in February 2017 and met all other customary conditions in March 2017. The acquisition closed on March 31, 2017, at which point Mission paid the remaining purchase price of $0.8 million, funded by cash on hand. The acquisition allows the Company entrance into this market. No significant transaction costs were incurred in connection with this acquisition during the three and nine months ended September 30, 2017.

Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed in the acquisition are as follows (in thousands):

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.

The Company has entered into local service agreements with Nexstar to provide sales ~~and/or~~and operating services to all of its stations. For the stations with a shared services agreement (“SSA”), the Nexstar station in the market provides certain services including news production, technical maintenance and security, in exchange for monthly payments to Nexstar. For each station with ~~respect to~~ which the Company has entered into an SSA, it has also entered into a ~~joint sales agreement (“JSA”),~~JSA, whereby Nexstar sells certain advertising time of the station and retains a percentage of the related revenue. For the stations with a time brokerage agreement (“TBA”), Nexstar programs most of the station’s broadcast time, sells the station’s advertising time and retains the advertising revenue it generates in exchange for monthly payments to Mission, based on the station’s monthly operating expenses. JSA and TBA fees generated from Nexstar under the agreements are reported as “Revenue from Nexstar Broadcasting, Inc.,” and SSA fees incurred by Mission under the agreements are reported as “Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc.” in the accompanying Condensed Statements of Operations.

Under these agreements, Mission is responsible for certain operating expenses of its stations and therefore may have unlimited exposure to any potential operating losses. Mission will continue to operate its stations under the SSAs and JSAs or TBAs until the termination of such agreements. The local service agreements generally have a term of eight to ten years ~~with~~and have terms for renewal periods. Nexstar indemnifies Mission from Nexstar’s activities pursuant to the local service ~~agreements to which Nexstar is a party.~~agreements.

Under the local service agreements, Nexstar receives substantially all of the Company’s available cash, after satisfaction of operating costs and debt obligations. The Company anticipates that Nexstar will continue to receive substantially all of its available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for both the Company and Nexstar, Mission maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. Mission had the following local service agreements in effect with Nexstar as of ~~September 30, 2017:~~

~~Effective on July 1, 2017, the SSAs were amended to increase the monthly fees paid to Nexstar by $2.9 million.~~

Intangible assets subject to amortization consisted of the following (in thousands):

	Estimated		September 30, 2017							December 31, 2016							Estimated		March 31, 2019							December 31, 2018
	useful life,				Accumulated							Accumulated					useful life,				Accumulated							Accumulated
	in years		Gross		Amortization			Net		Gross		Amortization			Net		in years		Gross		Amortization			Net		Gross		Amortization			Net
Network affiliation agreements		15	$	86,248	$	(70,638	)	$	15,610	$	84,505	$	(68,885	)	$	15,620		15	$	86,248	$	(73,641	)	$	12,607	$	86,248	$	(73,153	)	$	13,095
Other definite-lived intangible assets	1-15			15,681		(14,907	)		774		15,661		(14,811	)		850	1-15			15,681		(15,095	)		586		15,681		(15,064	)		617
Other intangible assets			$	101,929	$	(85,545	)	$	16,384	$	100,166	$	(83,696	)	$	16,470			$	101,929	$	(88,736	)	$	13,193	$	101,929	$	(88,217	)	$	13,712

~~The increases in network affiliation and other definite-lived intangible assets relate to Mission’s acquisition of Parker as discussed in Note 3.~~

The following table presents the Company’s estimate of amortization expense for the remainder of ~~2017,~~2019, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of ~~September 30, 2017~~March 31, 2019 (in thousands):

Remainder of 2017	$	543
2018		2,129
2019		1,919

Remainder of 2019			$	1,400
2020		1,518		1,518
2021		1,517		1,517
2022		1,517		1,517
2023				1,444
Thereafter		7,241		5,797
	$	16,384	$	13,193

The carrying amounts of goodwill and FCC licenses were as follows (in thousands):

Goodwill

FCC Licenses

Accumulated

Accumulated

Gross

Impairment

Net

Gross

Impairment

Net

Balances as of December 31, 2016

$
34,039

$
(1,550
)

$
32,489

$
52,260

$
(10,697
)

$
41,563

Acquisitions (See Note 3)

698

-

698

1,539

-

1,539

Balances as of September 30, 2017

$
34,737

$
(1,550
)

$
33,187

$
53,799

$
(10,697
)

$
43,102

	Goodwill							FCC Licenses
			Accumulated							Accumulated
	Gross		Impairment			Net		Gross		Impairment			Net
Balances as of December 31, 2018	$	34,737	$	(1,550	)	$	33,187	$	53,799	$	(10,697	)	$	43,102
Balances as of March 31, 2019	$	34,737	$	(1,550	)	$	33,187	$	53,799	$	(10,697	)	$	43,102

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, the Company did not identify any events that would trigger an impairment assessment.

	September 30,			December 31,			March 31,			December 31,
	2017			2016			2019			2018
Term loans, net of financing costs and discount of $5,292 and $2,126, respectively	$	226,128		$	223,765
Term loans, net of financing costs and discount of $3,715 and $3,888, respectively							$	224,241		$	224,639
Less: current portion		(2,893	)		(1,160	)		(2,285	)		(2,285	)
	$	223,235		$	222,605		$	221,956		$	222,354

~~On January 17, 2017,~~Through March 31, 2019, Mission ~~refinanced its then existing indebtedness, which included term loans with a carrying amount~~repaid scheduled maturities of ~~$223.8~~$0.6 million ~~and an $8.0 million commitment~~ under a senior secured revolving credit facility, none of which was outstanding at the time of refinancing. The indebtedness was extinguished and refinanced as follows: issuance of $232.0 million, at 99.5%, in senior secured Term Loan B due January 17, 2024 and payable in consecutive quarterly installments of 0.25% of the principal, with the remainder due at maturity, and a $3.0 million commitment under a new senior secured revolving credit facility, none of which was drawn at closing. Mission recognized a loss on extinguishment of debt of $2.1 million as a result of refinancing its previous debt.

On January 17, 2017, Mission became a guarantor of Nexstar’s $900.0 million 5.625% senior unsecured notes (the “5.625% Notes”) subject to certain customary release provisions. These notes will mature on August 1, 2024 and interest is payable semi-annually in arrears on February 1 and August 1 of each year. The 5.625% Notes are junior to Mission’s senior secured credit facility to the extent of the value of the assets securing such debt.

~~On July 19, 2017, the Company amended its senior secured credit facility, which reduced~~ ~~the~~ ~~applicable margin portion of interest rates of both~~ its Term Loan B, ~~and revolving credit facility~~funded by 50 ~~basis points and extended the maturity date of its revolving credit facility to~~ ~~July, 19, 2022.~~

~~In July 2017, the Company capitalized $0.3 million in legal, professional and lender fees related to the amendments in July 2017 as described above.~~

Through September 30, 2017, the Company made payments under its term loans of $225.9 million related to the January 2017 debt refinancing discussed above and $0.6 million in scheduled quarterly principal payments. cash on hand.

As of ~~September 30, 2017,~~March 31, 2019, the Company had a $3.0 million unused revolving loan commitment under its senior secured credit facility, all of which was available for borrowing, based on the covenant calculations. Pursuant to the terms of the Company’s and Nexstar’s credit agreements, the Company may reallocate any of its unused revolving loan commitment to Nexstar and Nexstar may also reallocate certain of its unused revolving loan commitment to the Company.

In January 2017, Nexstar entered into a new credit agreement and issued new term loans and a new revolving loan commitment. The proceeds from Nexstar’s borrowings under its new credit agreement and the proceeds from Nexstar’s previously issued $900.0 million 5.625% Notes were used to partially finance its merger with Media General, Inc. and the refinancing of certain of its then existing indebtedness, both of which were completed in January 2017.

Nexstar guarantees full payment of all obligations under the Mission senior secured credit facility in the event of Mission’s default. Similarly, Mission is a guarantor of Nexstar’s senior secured credit facility, the $900.0 million 5.625% ~~Notes~~senior unsecured notes (the “5.625% Notes”) issued by Nexstar and the $275.0 million 6.125% senior unsecured notes (the “6.125% Notes”) issued by Nexstar. The senior secured credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of ~~Nexstar~~the Company and ~~Mission.~~Nexstar.

The 5.625% Notes and the 6.125% Notes are general senior unsecured obligations subordinated to all of Mission’s senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, the Company will be obligated to repay such amounts. The maximum potential amount of future payments that Mission would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, the 5.625% Notes and the 6.125% Notes. As of ~~September 30, 2017,~~March 31, 2019, Nexstar had ~~$886.1~~$888.7 million of outstanding obligations under its 5.625% Notes, ~~$272.9~~$273.6 million of outstanding obligations under its 6.125% Notes and ~~had~~ a maximum commitment of ~~$2.7~~$2.191 billion under its senior secured credit facility, of which ~~$1.8~~$1.213 billion in Term Loan B and ~~$719.8~~$815.0 million in Term Loan A were outstanding.

The Mission ~~senior secured credit facility agreement~~term loan does not ~~contain~~require financial covenant ~~ratio requirements,~~ratios but ~~includes~~does provide for default ~~provisions~~ in the event Nexstar does not comply with all covenants contained in its credit agreement. Nexstar ~~has informed Mission that it~~ was in compliance with its ~~debt~~financial covenants as of ~~September 30, 2017~~March 31, 2019.

The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands):

The fair values of the term loans are computed based on borrowing rates currently available to Mission 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.

The company has operating leases for office space, tower facilities, antenna sites, studio and other real estate properties and equipment. The company’s leases have remaining lease terms of six months to 13 years, some of which may include options to extend the leases from five to 25 years, and some of which may include options to terminate the leases within one year. The depreciable life 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. The components of lease expense include $0.4 million of operating lease cost, inclusive of immaterial short-term and variable lease costs, included in Direct operating expenses, excluding depreciation and amortization, in the accompanying Condensed Statements of Operations.

The following table summarizes the components of our lease right-of-use assets and liabilities at March 31, 2019:

Other information related to leases as of March 31, 2019 was as follows (in thousands, except lease term and discount rate):

Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows (in thousands):

The following table presents the disaggregation of our revenue for the three months ended March 31, 2019 and March 31, 2018 (in thousands):

Revenue from Nexstar is directly correlated to the advertising revenue earned at the Company’s stations and 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 OTTDs in return for the consent to the retransmission of the signals of its television stations. Retransmission compensation is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber.

During the three months ended March 31, 2019, we recognized an income tax benefit of $0.8 million on a pre-tax book loss of $3.3 million resulting in an effective tax rate of 25.4% as compared to an income tax benefit of $1.0 million on pre-tax book loss of $4.1 million for the same period in 2018 resulting in an effective tax rate of 23.9%. The increase in the effective tax rate between the two periods was primarily due to changes in the Texas Margin tax which resulted in a 1.4% increase in the effective tax rate between the two periods.

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. 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 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 operations, which must be completed inby July 2021.

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 ~~existing~~then-existing local television ownership rule and radio/television cross-ownership rule ~~(with~~with minor technical modifications, ~~to address the transition to digital television broadcasting),~~ (2) extended the ~~current~~ ban on common ownership of two ~~top-four~~top four television stations in a market to network affiliation swaps, (3) retained the ~~existing~~then-existing ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the ~~existing~~ dual network rule, (5) made JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between stations and required public disclosure of those SSAs (while not considering them attributable).

The 2016 Ownership Order reinstated a previously adopted rule that ~~attributes~~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 ~~joint sales agreement (this rule had been previously adopted in 2014, but was vacated by the U.S. Court of Appeals for the Third Circuit).~~JSA. Parties to JSAs entered into prior to March 31, 2014 ~~may~~were permitted to continue to operate under those JSAs until September 30, 2025.

Various parties ~~including Nexstar,~~ filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On ~~October 26,~~November 16, 2017, the FCC ~~released the draft text of~~adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order ~~if adopted as drafted, would~~ (1) ~~eliminate~~eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) ~~eliminate~~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, (3) ~~retain~~retained the general prohibition on common ownership of two “top four” stations in a local market but ~~provide~~provided for case-by-case review, (4) ~~eliminate~~eliminated the television JSA attribution rule, and (5) ~~retain~~retained the SSA definition and disclosure requirement for television stations. ~~The FCC is expected~~These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit denied a mandamus petition which had sought to ~~adopt the~~stay their effectiveness. The Reconsideration Order ~~on November 16, 2017.~~remains subject to appeals before that court.

~~On February 3, 2017,~~In December 2018, the FCC ~~terminated in full~~initiated its ~~guidance (issued on March 12, 2014) requiring careful scrutiny~~2018 quadrennial review with the issuance of ~~broadcast television applications which propose sharing arrangements and contingent interests. Accordingly,~~a Notice of Proposed Rulemaking. Among other things, the FCC ~~no longer evaluates~~seeks comment on all aspects of the local television ownership rule’s implementation and whether ~~options, loan guarantees~~the current version of the rule remains necessary in the public interest. Comments and ~~similar otherwise non-attributable interests create undue financial influence~~reply comments in ~~transactions which also include sharing arrangements between television stations.~~the 2018 quadrennial review are due 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 an ultra-high frequency (“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 ~~the UHF discount for the purposes of a licensee’s determination of compliance with the 39% national cap,~~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. That order stated that~~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 ~~will launch~~initiated a comprehensive rulemaking ~~later in 2017~~ to evaluate the UHF discount together with the national ownership limit. ~~The FCC’s April 2017 reinstatement of~~Comments and reply comments were filed in 2018, and the UHF discount became effective on June 15, 2017, when the U.S. Court of Appeals for the D.C. Circuit denied a request to stay the reinstatement. A petition for review of the FCC’s order reinstating the UHF discountproceeding remains ~~pending in that court.~~open. Mission is in compliance with the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well.

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 ~~has~~ 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 ~~all or part of~~ their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. Over the next several years, television stations that are not relinquishing their spectrum ~~will be~~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. None of the Company’s television stations accepted bids to relinquish their television channels. Seven of the Company’s stations have been assigned new channels in the reduced post-auction television band. These “repacked” stations ~~will be~~are required to construct and license the necessary technical modifications to operate on their new assigned channels and will need to cease operating on their ~~existing~~former channels, ~~by deadlines which the FCC has established and which are no later than~~on a rolling schedule ending in July ~~13,~~ 2020. Congress has allocated up to an industry-wide total of ~~$1.75~~ $2.75 billion to reimburse television broadcasters, MVPDs and ~~MVPDs~~other parties for costs reasonably incurred due to the repack. This allocation includes $1.0 billion added to the TV Broadcaster Relocation Fund as part of the Consolidated Appropriations Act, 2018. Broadcasters and MVPDs have submitted estimates to the FCC of their reimbursable costs. As of ~~October 17, 2017,~~February 6, 2019, these costs ~~exceeded $1.86~~were approximately $1.9 billion ~~(over $100 million more than the amount authorized by Congress),~~ and the FCC has indicated that it expects those costs to rise. WeDuring the three months ended March 31, 2019 and 2018, the Company spent a total of $0.8 million and $0.4 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Balance Sheets. During the three months ended March 31, 2019, the Company received $1.5 million in reimbursements from the FCC related to these expenditures which was recorded as operating income in the accompanying Condensed Statements of Operations. There were no reimbursements received related to station repack in 2018. The Company cannot determine if the FCC will be able to fully reimburse ~~our~~its repacking costs as this is dependent on certain factors, including ~~our~~the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to usthe Company and whether the FCC will have available funds to reimburse usthe Company for additional repacking costs that weit 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 ~~MVPDs~~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 repacking on its business.

On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking to reexamine its rules (i) governing the requirements for good faith negotiations between multichannel video program distributors (“MVPDs”) and broadcasters, including implementing a prohibition on one station negotiating retransmission consent terms for another station under a local service agreement; (ii) for providing advance notice to consumers in the event of dispute; and (iii) to extend certain cable-only obligations to all MVPDs. The FCC alsowhich 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 ~~during a retransmission consent dispute.~~

in certain circumstances. In March 2014, the FCC adopted a rule that prohibits joint retransmission consent negotiation between television stations in the same market which are not commonly owned and which are ranked among the top four stations in the market in terms of audience share. On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. This rule requires the Company to separately negotiate its retransmission consent agreements. The December 2014 legislation also 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.

~~Concurrently with its adoption of the prohibition on certain joint retransmission consent negotiations, the FCC also~~ adopted a further notice of proposed rulemaking which ~~seeks~~sought additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s ~~prohibition on certain joint retransmission consent negotiations and its~~ 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 orif they are adopted.

On December 5, 2014, federal legislation directed the ~~FCC’s prohibition on certain joint negotiations, on~~FCC to commence a rulemaking to “review its ~~business.~~

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, certain online video distributors and other over-the-top video distributors (“OTTDs”) have begun streaming broadcast programming over the Internet. In June 2014, the U.S. Supreme Court held that an OTTD’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 OTTDs 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 OTTDs. Comments and reply comments were filed in 2015. Although the FCC has not classified OTTDs as MVPDs to date, several OTTDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements.

Mission is a guarantor of and has pledged substantially all its assets, excluding FCC licenses, to guarantee Nexstar’s credit facility. Mission is also a guarantor of Nexstar’s 6.125% Notes and Nexstar’s 5.625% Notes.

The 6.125% Notes and the 5.625% Notes are general senior unsecured obligations subordinated to all of Mission’s senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, Mission will be obligated to repay such amounts. The maximum potential amount of future payments that Mission would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, the 6.125% Notes and the 5.625% Notes. As of ~~September 30, 2017,~~March 31, 2019, Nexstar had ~~$272.9~~$273.6 million outstanding obligations under its 6.125% Notes due on February 15, 2022, ~~$886.1~~$888.7 million outstanding obligations under its 5.625% Notes due on August 1, 2024, and ~~had~~ a maximum commitment of ~~$2.7~~$2.191 billion under its senior secured credit facility, of which ~~$1.8~~$1.213 billion in Term Loan B and ~~$719.8~~$815.0 million in Term Loan A were outstanding.

Nexstar also has a $163.4 million revolving loan commitment, of which no amount was outstanding as of March 31, 2019. Nexstar’s Term Loan B ~~is payable in consecutive quarterly installments of 0.25% of the aggregate principal, adjusted for any prepayments, with the remainder due in full at maturity~~matures on January 17, 2024. Nexstar’s Term Loan A ~~is payable in quarterly installments that increase over time from 1.25% to 2.5% of the aggregate principal, adjusted for any prepayments, with the remainder due in full at maturity~~and revolving loans mature on ~~July 19, 2022. Nexstar has no amounts outstanding under its revolving credit facility, which will expire on July 19, 2022.~~October 26, 2023.

On ~~October 2, 2017,~~April 29, 2019, Nexstar prepaid ~~$10.0~~$30.0 million of the outstanding principal balance under its ~~Term Loan B.~~

~~On November 1, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B.~~term loans, funded by cash on hand.

In consideration of the guarantee of Mission’s bank credit facility by Nexstar, ~~Media Group, Inc. and its subsidiaries,~~ Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent, for consideration equal to the greater of (1) seven times the station’s cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreement, or (2) the amount of its indebtedness. Cash flow is defined as income or loss from operations, plus depreciation and amortization (including amortization of broadcast rights), interest income, ~~non-cash trade and barter expenses,~~ nonrecurring expenses (including time brokerage agreement fees), network compensation payments received or receivable and corporate management fees, less payments for broadcast rights ~~non-cash trade and barter revenue~~ and network compensation revenue. Additionally, Mission’s shareholders have granted Nexstar an option to purchase any or all of the Company’s stock, subject to FCC consent, for a price equal to the pro rata portion of the greater of (1) five times the Mission stations’ cash flow, as defined in the agreement, reduced by the amount of indebtedness, as defined in the agreement, or (2) $100,000. These option agreements (which expire on various dates between ~~2017~~2021 and ~~2024)~~2028) are freely exercisable or assignable by Nexstar without consent or approval by Mission or its shareholders. The Company expects these option agreements to be renewed upon expiration.

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 other 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.

From time to time, the Company is involved with claims that arise out of the normal course of business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.

The following discussion and analysis should be read in conjunction with our Condensed Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018. Throughout this discussion, all references to “Mission,” “we,” “our,” “us” and the “Company” refer to Mission Broadcasting, Inc.

As of ~~September 30, 2017,~~March 31, 2019, we owned and operated 19 full power television ~~stations.~~stations in 18 markets in the states of Arkansas, Colorado, Illinois, Indiana, Louisiana, Missouri, Montana, New York, Pennsylvania, Texas and Vermont. Our stations are affiliated with ABC, FOX, NBC, CBS, The CW, MNTV and other broadcast television networks. We have local service agreements with certain television stations owned by Nexstar, through which Nexstar provides various programming, sales orand other services to our television stations. In compliance with FCC regulations for both Nexstar and us, we maintain complete responsibility for and control over programming, finances and personnel for our stations.

The following table summarizes the various local service agreements our stations had in effect as of ~~September 30, 2017~~March 31, 2019 with Nexstar:

Under the local service agreements, Nexstar has received substantially all of our available cash, after satisfaction of operating costs and debt obligations. We anticipate that Nexstar will continue to receive substantially all of our available cash, after satisfaction of operating costs and debt obligations. For more information about our local service agreements with Nexstar, refer to Note 43 of our Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The operating revenue of our stations is derived primarily from revenues earned under our retransmission agreements with MVPDs and OTTDs and broadcast advertising revenue sold and collected by Nexstar and paid to us under the JSAs. Broadcast advertising revenue is affected by a number of factors, including the economic conditions of the markets in which we operate, the demographic makeup of those markets and the marketing strategy employed in each market. Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games or the Super Bowl. Because television broadcast stations rely on advertising revenue, declines in advertising budgets, particularly in recessionary periods, adversely affect the broadcast industry, and as a result may contribute to a decrease in the revenue of broadcast television stations. The 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 state, congressional and presidential elections occur and from advertising aired during the Olympic Games. ~~2017 is neither an election year nor an Olympic year.~~

We earn revenues from distributors including local cable providers, DBS services and other MVPDs and OTTDs for the retransmission of our broadcasts. These revenues are generally earned based on a price per subscriber of the ~~MVPD~~distributor within the retransmission area. We have been successful at negotiating favorable pricing with ~~MVPDs,~~distributors, as well as signing retransmission agreements with additional ~~MVPDs,~~distributors, driving significant revenue gains over the last few years.

Most of our stations have network affiliation agreements pursuant to which the networks provide programming to the stations during specified time periods, including prime time, in exchange for network affiliation fees and the right to sell a portion of the advertising time during these broadcasts.

Each station acquires licenses to broadcast programming in non-news and non-network time periods. The licenses are either purchased from a program distributor for cash or the program distributor is allowed to sell some of the advertising inventory as compensation to eliminate or reduce the cash cost for the license. The latter practice is referred to as barter broadcast rights. The station records the estimated fair market value of the licenses, including any advertising inventory given to the program distributor, as a broadcast right asset and liability. Barter broadcast rights are recorded at management’s estimate of the value of the advertising time exchanged using historical advertising rates, which approximates the fair value of the program material received. The assets are amortized using the straight-line method over the license period or period of usage, whichever ends earlier. The cash broadcast rights liabilities are reduced by monthly payments while the barter liability is amortized over the same amortization period as the asset as barter revenue.

Our primary operating expenses include network affiliation costs, which can vary based on our broadcast programming and retransmission subscribers, and fixed monthly SSA fees paid to Nexstar for news production and technical and other services. To a lesser extent, our operating expenses include employee compensation and related benefits. A large percentage of the costs involved in the operation of our stations remains fixed.

As a television broadcaster, ~~the Company is~~we are highly regulated, and ~~its~~our operations require that itwe retain or renew a variety of government approvals and comply with changing federal regulations. In 2016, the FCC reinstated a previously adopted rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of another television station in the same ~~Designated Market Area~~DMA is deemed to have an attributable ownership interest in that ~~station (this rule had been adopted in 2014 but was vacated by a federal court of appeals).~~station. Parties to existing JSAs that ~~are~~were deemed attributable interests and dodid not comply with the FCC’s local television ownership rule ~~have~~were given until September 30, 2025 to come into compliance. Given recent legislative and FCC actions extending the compliance deadline until September 30, 2025, the Company does not expect the rule change to impact its JSA revenue in the near term. The FCC currently has before it petitions requesting reconsideration of the JSA attribution rule, and inIn November 2017, however, the FCC ~~is expected to adopt~~adopted an order on reconsideration that ~~eliminates~~eliminated the rule. That elimination became effective on February 7, 2018, although the FCC’s November 2017 order on reconsideration remains the subject of pending court appeals. If ~~the Company is~~we are ultimately required to amend or terminate ~~its~~our existing ~~agreements, however, the Company~~JSAs, we could have a reduction in revenue and increased costs if ~~it is~~we are unable to successfully implement alternative arrangements that are as beneficial as the existing JSAs.

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. In an incentive auction which concluded in April 2017, certain television broadcasters accepted bids from the FCC to voluntarily relinquish ~~all or part of~~ their spectrum in exchange for consideration. Television stations that are not relinquishing their spectrum ~~will be~~are being “repacked” into the frequency band still remaining for television broadcast use. Seven of our stations ~~owned by the Company~~ have been assigned to new channels in the reduced post-auction television band and ~~will be~~are required to construct and license the necessary technical modifications to operate on their new assigned channels on a ~~variable~~rolling schedule ending in July 2020. Congress has allocated up to an industry-wide total of ~~$1.75~~$2.75 billion to reimburse television broadcasters, MVPDs and ~~MVPDs~~other parties for costs reasonably incurred due to the repack. ~~The~~During the three months ended March 31, 2019 and 2018, the Company ~~expects~~spent a total of $0.8 million and $0.4 million, respectively, in capital expenditures related to ~~incur costs between now and July 2020~~station repack. During the three months ended March 31, 2019, the Company received $1.5 million in ~~connection with~~reimbursements from the FCC related to these expenditures. There were no reimbursements received related to station repack ~~some or all of which will be reimbursable.~~ in 2017.If the FCC fails to fully reimburse ~~the Company’s~~our repacking costs, ~~the Company~~we could have increased costs related to the repacking.

In March 2014, the FCC amended its rule governing retransmission consent negotiations. The amended rule initially prohibited two non-commonly owned stations ranked in the top four in viewership in a market from negotiating jointly with MVPDs. On December 5, 2014, federal legislation extended the joint negotiation prohibition to all non-commonly owned television stations in a market. We are now required to separately negotiate our retransmission consent agreements with MVPDs for our stations. We cannot predict at this time the impact this amended rule will have on future negotiations with MVPDs and the impact, if any, it will have on the Company’s revenues and expenses.

The following table sets forth the principal types of revenue earned by our stations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		Three Months Ended March 31,
									2019		2018
Retransmission compensation	$	17,492	$	14,442	$	50,646	$	42,401	$	19,104	$	15,904
Other		218		103		519		404		303		198
Barter revenue		1,005		996		3,013		2,981
Revenue from Nexstar		8,499		10,383		26,687		29,209		7,762		8,483
Net revenue	$	27,214	$	25,924	$	80,865	$	74,995	$	27,169	$	24,585

The following table sets forth a summary of our operations (in thousands) and the components of operating expense as a percentage of net revenue:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2017				2016				Three Months Ended March 31,
	Amount		%		Amount		%		Amount		%		Amount		%		2019						2018
																	Amount			%			Amount			%
Net revenue	$	27,214		100.0	$	25,924		100.0	$	80,865		100.0	$	74,995		100.0	$	27,169			100.0		$	24,585			100.0
Operating expenses:
Operating expenses (income):
Corporate expenses		577		2.1		344		1.3		1,197		1.5		1,003		1.3		465			1.7			505			2.1
Station direct operating expenses		8,867		32.6		7,714		29.8		26,761		33.1		22,581		30.1		12,036			44.3			10,147			41.3
Selling, general and administrative expenses, excluding corporate		690		2.2		548		2.1		1,905		2.2		1,643		2.2		526			1.9			711			2.9
Fees incurred pursuant to local service agreements with Nexstar		13,250		48.7		4,500		17.4		22,250		27.5		13,500		18.0		14,575			53.6			13,250			53.9
Barter expense		1,005		3.7		996		3.8		3,013		3.7		2,981		4.0
Depreciation		591		2.2		598		2.3		1,766		2.2		1,805		2.4		608			2.2			517			2.1
Amortization of intangible assets		605		2.2		605		2.3		1,849		2.3		1,816		2.4		519			1.9			544			2.2
Amortization of broadcast rights, excluding barter		400		1.5		392		1.6		1,204		1.5		1,188		1.6
Amortization of broadcast rights																		383			1.4			412			1.7
Reimbursement from the FCC related to station repack																		(1,536	)		(5.7	)		-			-
Total operating expenses		25,985				15,697				59,945				46,517				27,576						26,086
Income from operations	$	1,229			$	10,227			$	20,920			$	28,478
loss from operations																	$	(407	)				$	(1,501	)

Three Months Ended ~~September 30, 2017~~March 31, 2019 Compared to Three Months Ended ~~September 30, 2016~~March 31, 2018

Net revenue for the three months ended ~~September 30, 2017~~March 31, 2019 increased by ~~$1.3~~$2.6 million, or ~~5.0%~~10.5%, from the same period in ~~2016. This increase was primarily attributed to compensation from retransmission consent.~~2018.

Revenue from Nexstar was ~~$8.5~~$7.8 million for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~$10.4~~$8.5 million for the same period in ~~2016,~~2018, a decrease of ~~$1.9~~$0.7 million, or ~~18.1%~~8.5%, as ~~2017~~2019 is not an election year. The revenue we earn from Nexstar through our JSAs is directly correlated to the advertising revenue earned at our stations.

Compensation from retransmission consent was ~~$17.5~~$19.1 million for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~$14.4~~$15.9 million for the same period in ~~2016,~~2018, an increase of ~~$3.1~~$3.2 million, or ~~21.1%~~20.1%. The increase was primarily due to ~~retransmission consent agreements~~scheduled annual escalation of rates per subscriber and the renewals of smaller contracts providing for higher rates per subscriber ~~(contracts~~(contracts generally have a three-year term) and scheduled annual escalation of rates per subscriber. In 2016, we successfully renewed 21 of our stations’ retransmission compensation agreements. There were no significant renewals of retransmission compensation agreements during the period in 2017.. Broadcasters currently deliver ~~approximately 35%~~more than 30% of all television viewing audiences in a pay television household but are paid approximately 12-14% of the total basic cable programming fees. We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Corporate expenses, costs associated with the centralized management of our stations, were ~~$0.6~~consistent at $0.5 million for the three months ended September 30, 2017, compared to $0.4 million for the same period in 2016, an increase of $0.2 million, or 67.7%. The increase was primarily due to an increase in professional services of $0.1 million, resulting from the timing of services performed,March 31, 2019 and ~~an increase in payroll expenses of $0.1 million due to renegotiated employment contracts effective July 1, 2017.~~2018.

Station direct operating expenses, consisting primarily of news, engineering and programming, and station selling, general and administrative expenses were ~~$9.6~~$12.5 million for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~$8.3~~$10.8 million for the same period in ~~2016,~~2018, an increase of ~~$1.2~~$1.7 million, or ~~14.6%~~15.7%. The increase was primarily due to ~~an increase~~network affiliation renewals and annual increases in ~~programming~~our network affiliation costs of ~~$1.1 million primarily related to network affiliation agreements. Network affiliation fees have been increasing industry wide and will continue to increase over the next several years.~~$1.9 million.

Local service agreement fees associated with Nexstar relate to services provided by Nexstar in the production of newscasts, technical maintenance, promotional and administrative support under the SSAs. ~~Effective July 1, 2017, we and Nexstar amended the shared service agreements resulting in an increase in the recurring SSA fees.~~ The local service agreement fees for the three months ended ~~September 30, 2017~~March 31, 2019 were ~~$13.3~~$14.6 million, compared to ~~$4.5~~$13.3 million for the same period in ~~2016,~~2018, or an increase of ~~$8.8~~$1.3 million, ~~or 194.4%.~~due to scheduled annual escalation in the recurring SSA fees.

Depreciation of property and equipment was consistent at $0.6 million for ~~each of~~ the three months ended ~~September 30, 2017 and 2016.~~March 31, 2019, compared to $0.5 million for the same period in 2018.

Amortization of intangible assets was consistent at ~~$0.6~~$0.5 million for ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

Interest expense was ~~$2.5~~$2.9 million for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~$2.3~~$2.6 million for the same period in ~~2016~~2018, an increase of ~~$0.2~~$0.3 million primarily due to an ~~overall increase~~increasing trend in ~~interest rates.~~the London Interbank Offered Rate (“LIBOR”).

During the three months ended ~~September 30, 2017,~~March 31, 2019, we recognized an income tax benefit of ~~$0.4~~$0.8 million on a pre-tax book loss of ~~$1.3M~~$3.3 million resulting in an effective tax rate of 25.4% as compared to an income tax expense of $1.0 million on pre-tax book income of $4.1 million for the same period in 2018 resulting in an effective tax rate of ~~34.6% as compared to an income tax expense of $3.1 million on pre-tax book income of $7.9M for~~23.9%. The increase in the ~~same period in 2016 resulting in an~~ effective tax rate ~~of 38.6%. The lower effective tax rate in~~between the ~~current quarter~~two periods was primarily due to changes in the Texas Margin tax ~~expense recorded on the pre-tax book loss for the three month period,~~ which resulted in a ~~3.5% decrease to the effective rate.~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

Net revenue for the nine months ended September 30, 2017 increased by $5.9 million, or 7.8%, compared to the same period in 2016. This increase was primarily attributed to compensation from retransmission consent.

Revenue from Nexstar was $26.7 million for the nine months ended September 30, 2017, compared to $29.2 million for the same period in 2016, a decrease of $2.5 million, or 8.6%, as 2017 is not an election year. The revenue we earn from Nexstar through our JSAs is directly correlated to the advertising revenue earned at our stations.

Compensation from retransmission consent was $50.6 million for the nine months ended September 30, 2017, compared to $42.4 million for the same period in 2016, an increase of $8.2 million, or 19.4%. The increase was primarily due to retransmission consent agreements providing for higher rates per subscriber (contracts generally have a three-year term) and scheduled annual escalation of rates per subscriber. In 2016, we successfully renewed 21 of our stations’ retransmission compensation agreements. There were no significant renewals of retransmission compensation agreements during the period in 2017. Broadcasters currently deliver approximately 35% of all television viewing audiences but are paid approximately 12-14% of the total basic cable programming fees. We anticipate continued increase of retransmission fees until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.

Corporate expenses, costs associated with the centralized management of our stations, were $1.2 million for the nine months ended September 30, 2017, compared to $1.0 million for the same period in 2016, an increase of $0.2 million, or 19.3%. The increase was primarily due to an increase in professional services of $0.1 million, resulting from the timing of services performed, and an increase in payroll expenses of $0.1 million due to renegotiated employment contracts effective July 1, 2017, respectively.

Station direct operating expenses, consisting primarily of news, engineering and programming, and station selling, general and administrative expenses were $28.6 million for the nine months ended September 30, 2017, compared to $24.2 million for the same period in 2016, an increase of $4.4 million, or 18.0%. The increase was primarily due to an increase in programming costs of $4.1 million primarily related to recently enacted network affiliation agreements. Network affiliation fees have been increasing industry wide and will continue to increase over the next several years.

Local service agreement fees associated with Nexstar relate to services provided by Nexstar in the production of newscasts, technical maintenance, promotional and administrative support under the SSAs. Effective July 1, 2017, we and Nexstar amended the shared service agreements, resulting in an1.4% increase in the recurring SSA fees. The local service agreement fees for the nine months ended September 30, 2017 were $22.3 million, compared to $13.5 million for the same period in 2016, or an increase of $8.8 million, or 64.8%.

~~Depreciation of property and equipment was consistent at $1.8 million for each of the nine months ended September 30, 2017 and 2016.~~

~~Amortization of intangible assets was consistent at $1.8 million for each of the nine months ended September 30, 2017 and 2016.~~

~~Interest expense was $7.7 million for the nine months ended September 30, 2017, compared to $6.9 million for the same period in 2016, an increase of $0.8 million primarily due to one-time fees associated with the refinancing of our debt and an overall increase in interest rates.~~

In 2017, we refinanced our term loans and revolving loans which resulted in a loss on debt extinguishment of $2.1 million, representing the write-off of unamortized debt financing costs and debt discounts associated with this debt extinguishment.

~~Income tax expense was $4.4 million for the nine months ended September 30, 2017 and $8.3 million for the same period in 2016. The~~ effective tax ~~rates for~~rate between the ~~nine months ended September 30, 2017 and 2016 were 39.3% and 38.7%, respectively.~~

We are highly leveraged, which makes us vulnerable to changes in general economic conditions. Our ability to meet the future cash requirements described below depends on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other conditions, many of which are beyond our control. Our ability to meet future cash requirements is also dependent upon the local service agreements we have entered into with Nexstar. Under our local service agreements, Nexstar sells our advertising time and pays us a percentage of the amount collected. The payments we receive from Nexstar are a significant component of our cash flows. On March ~~14, 2017,~~22, 2019, Nexstar represented to us that it will continue the various local service agreements under which it provides sales and other services to our television stations, thereby providing financial support to enable us to continue to operate as a going concern. We believe that with Nexstar’s pledge to continue the local service agreements, our available cash, anticipated cash flow from operations and available borrowings under our senior secured credit facility should be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments for at least the next ~~twelve~~12 months from ~~November~~May 9, ~~2017.~~2019. In order to meet future cash needs we may, from time to time, borrow under our existing senior secured credit facility. We will continue to evaluate the best use of our operating cash flow among capital expenditures and debt reduction.

The following tables present summarized financial information management believes is helpful in evaluating our liquidity and capital resources (in thousands):

Nine Months Ended September 30,

2017

2016

Net cash provided by operating activities

$
1,267

$
3,532

Net cash used in investing activities

(1,115
)

(160
)
Net cash provided by (used in) financing activities

333

(2,076
)
Net increase in cash and cash equivalents

$
485

$
1,296

Cash paid for interest

$
7,453

$
6,529

Cash paid for income taxes, net of refunds

$
1,306

$
1,029

	Three Months Ended March 31,
	2019			2018
Net cash used in operating activities	$	(5,289	)	$	(4,060	)
Net cash provided by (used in) investing activities		645			(830	)
Net cash used in financing activities		(571	)		(578	)
Net decrease in cash and cash equivalents	$	(5,215	)	$	(5,468	)
Cash paid for interest	$	1,932		$	2,306
Cash received from income tax refunds, net of cash paid for income taxes	$	(236	)	$	-

	As of		As of		As of		As of
	September 30,		December 31,		March 31,		December 31,
	2017		2016		2019		2018
Cash and cash equivalents	$	6,959	$	6,474	$	5,583	$	10,798
Long-term debt including current portion		226,128		223,765		224,241		224,639
Unused revolving loan commitments under senior secured credit facilities		3,000		8,000		3,000		3,000

Net cash flows ~~provided by~~used in operating activities were ~~$1.3~~$5.3 million during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~$3.5~~$4.1 million for the same period in ~~2016, a decrease~~2018. The increase of ~~$2.3 million. This~~$1.2 million was primarily due to an $8.8 million increase in SSA fees pursuant to our amended shared services agreements with Nexstar effective in July 2017 and an increase in programming costs of $4.1 million primarily related to recently enacted network affiliation agreements. These transactions were partially offset by an increase in net revenue of $5.9 million and a source of cash resulting from timing of accounts receivable collections of $5.1 million, partially offset by a $3.9 million decrease in the use of cash resulting from timing of payments to ~~vendors of $4.9 million.~~vendors.

Net cash flows ~~used in~~provided by investing activities ~~increased by $1.0~~were $0.6 million during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, compared to $0.8 million used by investing activities for the same period in ~~2016. This~~2018. The increase of $1.5 million was ~~primarily~~ due to ~~our payment~~reimbursements from the FCC related to station repack of ~~the remaining purchase price for the acquisition of Parker on March 31, 2017 of $0.8 million and an increase in capital expenditures of $0.2~~$1.5 million.

Net cash flows ~~provided by~~used in financing activities ~~increased by $2.4 million~~ during the ~~nine~~three months ended September 30, 2017, compared to the same period in 2016. In 2017, we issued new long-term debt of $230.8 million, net of debt discount, repaid the principal balance under our term loan of $226.5 millionMarch 31, 2019 and ~~paid financing costs of $3.8~~2018 were consistent at $0.6 million. ~~In 2016, we~~We paid the scheduled principal maturities under our term loan of ~~$1.75~~$0.6 million during each of the three months ended March 31, 2019 and ~~paid financing costs of $0.3 million.~~2018.

Our senior secured credit facility restricts but does not prohibit the payment of cash dividends to our shareholders.

As of ~~September 30, 2017,~~March 31, 2019, we had total debt of ~~$226.1~~$224.2 million which represented ~~106.7%~~111.8% of our total capitalization. Our high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on our debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The total amount of borrowings available to us under ~~the~~our revolving ~~loan commitment of our senior~~ credit facility is based on covenant calculations contained in Nexstar’s credit agreement. As of ~~September 30, 2017,~~March 31, 2019, we have $3.0 million of unused revolving loan commitment under our senior secured credit facility. Pursuant to the terms of our and Nexstar’s amended credit agreements, we may reallocate any of our unused revolving loan commitments to Nexstar and Nexstar may also reallocate certain of its unused revolving loan commitments to us.

The following table summarizes the approximate aggregate amount of principal indebtedness scheduled to mature for the periods referenced as of ~~September 30, 2017~~March 31, 2019 (in thousands):

Interest payments on our senior secured credit facility are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our senior secured credit facility limit, but do not prohibit, us from incurring substantial amounts of additional debt in the future.

We do not have any rating downgrade triggers that would accelerate the maturity dates of our debt. However, a downgrade in our credit rating could adversely affect our ability to renew existing or obtain access to new credit facilities or otherwise issue debt in the future and could increase the cost of such ~~facilities.~~

~~Effective on July 1, 2017, the SSAs were amended to increase the monthly fees paid to Nexstar by $2.9 million.~~debt.

In January 2017, Nexstar entered into a new credit agreement and issued higher new term loans and a new revolving loan commitment. The proceeds from Nexstar’s borrowings under its new credit agreement and the proceeds from Nexstar’s previously issued $900.0 million 5.625% Notes were used to partially finance its merger with Media General, Inc. and the refinancing of certain of its then existing indebtedness, both of which were completed in January 2017.

Nexstar guarantees full payment of all obligations under ~~the Mission~~our senior secured credit facility in the event of ~~Mission’s~~our default. Similarly, ~~Mission is~~we are a guarantor of Nexstar’s senior secured credit facility, the $900.0 million 5.625% Notes issued by Nexstar and the $275.0 million 6.125% ~~senior unsecured notes (the “6.125% Notes”)~~Notes issued by Nexstar. The senior secured credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of Nexstar and ~~Mission.~~us.

The 5.625% Notes and the 6.125% Notes are general senior unsecured obligations subordinated to all of ~~Mission’s~~our senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, ~~the Company~~we will be obligated to repay such amounts. The maximum potential amount of future payments that ~~Mission~~we would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, the 5.625% Notes and the 6.125% Notes. As of ~~September 30, 2017,~~March 31, 2019, Nexstar had ~~$886.1~~$888.7 million outstanding obligations under its 5.625% Notes, ~~$272.9~~$273.6 million outstanding obligations under its 6.125% Notes and ~~had~~ a maximum commitment of ~~$2.7~~$2.191 billion under its senior secured credit facility, of which ~~$1.8~~$1.213 billion in Term Loan B and ~~$719.8~~$815.0 million in Term Loan A were outstanding.

On ~~October 2, 2017,~~April 29, 2019, Nexstar prepaid ~~$10.0~~$30.0 million of the outstanding principal balance under its ~~Term Loan B.~~term loans, funded by cash on hand.

~~On November 1, 2017, Nexstar prepaid $10.0 million of the outstanding principal balance under its Term Loan B.~~

Our ability to continue as a going concern is dependent on Nexstar’s pledge to continue the local service agreements described in a letter of support dated March ~~14, 2017.~~22, 2019. Our senior secured credit facility agreement does not contain financial covenant ratio requirements; however, it does include an event of default if Nexstar does not comply with all covenants contained in its credit agreement. ~~The Nexstar~~Nexstar’s senior secured credit facility agreement contains ~~a covenant~~covenants which ~~requires~~require Nexstar to comply with a maximum consolidated first lien net leverage ratio of ~~4.50~~4.25 to 1.00. The ~~financial covenant,~~covenants, which ~~is formally~~are calculated on a quarterly basis, ~~is based on~~include the combined results of Nexstar and us. The indentures governing Nexstar’s 5.625% Notes and 6.125% Notes contain restrictive covenants customary for borrowing arrangements of these types. As of ~~September 30, 2017,~~March 31, 2019, Nexstar informed us that it was in compliance with all covenants contained in the credit agreement governing its senior secured credit facility and the indentures governing its 5.625% Notes and 6.125% Notes.

As of ~~September 30, 2017,~~March 31, 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Our Condensed Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Financial Statements and reported amounts of revenue and expenses during the period. On an ongoing basis, we evaluate our estimates, including those related to goodwill and intangible assets, bad debts, broadcast rights, trade and barter, income taxes, commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year.

Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018. Management believes that as of ~~September 30, 2017,~~March 31, 2019, there have been no material changes to this information.

As discussed in Note 2, the Company adopted the FASB issued ASU No. 2016-02, Leases (Topic 842) and all related amendments. ASC 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The Company adopted this standard effective January 1, 2019 using the optional transition method. As a result, financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 842. The standard had a material impact on our Condensed Balance Sheets but did not impact our operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See Note 2 to the Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for the Company’s updated accounting policy on leases.

Refer to Note 2 of our Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of our adoption of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations and financial position.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of ~~1934.~~1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 and in our other filings with the SEC. The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or ~~circumstances unless otherwise required by law.~~circumstances.

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. The Company’s exposures to market risk did not change materially since December 31, 2018.

Our term loan borrowings under our senior secured credit facility bear interest at a rate of ~~3.7%~~4.74% as of ~~September 30, 2017,~~March 31, 2019, and the interest rate on the revolving credit facility was 3.99%, which represented the base rate, or LIBOR, plus the applicable margin, as defined. ~~Our revolving loans bear interest at LIBOR plus the applicable margin, which totaled 3.2% at September 30, 2017.~~ Interest is payable in accordance with the credit agreement.

If LIBOR were to increase by 100 basis points, or one percentage point, from its ~~September 30, 2017~~March 31, 2019 level, our annual interest expense would increase and cash flow from operations would decrease by approximately $2.3 million, based on the outstanding balance of our credit facility as of ~~September 30, 2017.~~March 31, 2019. An increase of 50 basis points in LIBOR would increase our annual interest expense and decrease our cash flow from operations by approximately ~~$1.2~~$1.1 million. A decrease of 100 or 50 basis points in LIBOR would decrease our annual interest expense and increase our cash flow from operations by approximately $2.3 million and ~~$1.2~~$1.1 million, respectively. As of ~~September 30, 2017,~~March 31, 2019, we have no financial instruments in place to hedge against changes in the benchmark interest rates on our senior secured credit facility.

We believe that our results of operations are not affected by moderate changes in the inflation rate.

Mission’s management, with the participation of Mission’s President and Treasurer (who is Mission’s principal executive officer and principal financial and accounting officer), conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Mission’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act.

Based upon that evaluation, Mission’s President and Treasurer concluded that as of the end of the period covered by this report, Mission’s disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information required to be disclosed by Mission in the reports it files or submits under the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Mission’s management, including its President and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

As of the quarter ended ~~September 30, 2017,~~March 31, 2019, there have been no changes in Mission’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

From time to time, we are 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, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations.

There are no material changes from the risk factors previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		51-0388022
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

30400 Detroit Road, Suite 304, Westlake, Ohio		44145
(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer	☐	��	Accelerated filer	☐

Non-accelerated filer	☒		Smaller reporting company	☐
~~(Do not check if a smaller reporting company)~~


		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018	1

	Condensed Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	2

	Condensed Statements of ~~Cash Flows~~Changes in Shareholders' Deficit for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	3

	~~Notes to~~ Condensed ~~Financial~~ Statements of Cash Flows for the three months ended March 31, 2019 and 2018	4

	Notes to Condensed Financial Statements	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	22

ITEM 4.	Controls and Procedures	22

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	23

ITEM 1A.	Risk Factors	23

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

ITEM 3.	Defaults Upon Senior Securities	23

ITEM 4.	Mine Safety Disclosures	23

ITEM 5.	Other Information	23

ITEM 6.	Exhibits	23

Service Agreements		Full Power Stations
TBA Only		WFXP, KHMT and KFQX
SSA & JSA		KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY

(In thousands)	Balance Sheet Classification	March 31, 2019
Operating Leases
Operating lease right-of-use assets, net	Other noncurrent assets, net	$	6,163
Current lease liabilities	Current operating lease liabilities	$	1,878
Noncurrent lease liabilities	Other noncurrent liabilities	$	8,680

Balances as of December 31, 2017	1,000	1	(1	)	(15,308	)	(15,308	)
Net income	-	-	-		(3,131	)	(3,131	)
Balances as of March 31, 2018	1,000	1	(1	)	(18,439	)	(18,439	)

FCC licenses	$	1,539
Network affiliation agreements		1,743
Other intangible assets		20
Goodwill		698
Total assets acquired	$	4,000

	September 30, 2017				December 31, 2016
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Term loans	$	226,128	$	232,582	$	223,765	$	225,646

Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	539
Weighted Average Remaining Lease Term		8
Weighted Average Discount Rate		5.3	%

Remainder of 2019	$	1,818
2020		2,434
2021		1,494
2022		890
2023		922
Thereafter		5,732
Total future minimum lease payments		13,290
Less imputed interest		(2,733	)
Total	$	10,557


	~~Acquisition Date~~	~~Purchase Price~~
~~Parker~~	~~March 31, 2017~~	~~$4.0 million in cash, of which $0.8 million was paid in March 2017 and $3.2 million was paid in June 2014~~	~~FOX affiliated full power television station in the Grand Junction, CO, market~~


	Total		Remainder of 2017		2018-2019		2020-2021		Thereafter
Senior secured credit facility	$	231,420	$	1,158	$	4,628	$	4,628	$	221,006

Exhibit No.		Description
~~10.1~~		Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., as the borrower and Bank of America, N.A., as the administrative agent and the collateral agent and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the period ended December 31, 2016 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
~~10.2~~		Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 1, dated as of July 19, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on July 25, 2017).
~~10.3~~		Amended and Restated Executive Employment Agreement, dated as of July 1, 2017, by and between Dennis Thatcher and Mission Broadcasting, Inc.*
~~10.4~~		Amended and Restated Executive Employment Agreement, dated as of July 1, 2017, by and between Nancie J. Smith and Mission Broadcasting, Inc.*
31.1		Certification of Dennis Thatcher pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Dennis Thatcher pursuant to 18 U.S.C. ss. 1350 *
101		The Company’s unaudited Financial Statements and related Notes for the quarter ended ~~September 30, 2017~~March 31, 2019 from this Quarterly Report on Form 10-Q, formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language) *


		MISSION BROADCASTING, INC.

		/s/ Dennis Thatcher
	By:	Dennis Thatcher
	Its:	President and Treasurer
		(Principal Executive Officer and Principal Financial and Accounting Officer)