Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NXST | |
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | |
Entity Central Index Key | 0001142417 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-50478 | |
Entity Tax Identification Number | 23-3083125 | |
Entity Address, Address Line One | 545 E. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75062 | |
City Area Code | 972 | |
Local Phone Number | 373-8800 | |
Entity Common Stock, Shares Outstanding | 45,288,390 | |
Title of 12(b) Security | Class A Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 664,624 | $ 232,070 | |
Restricted cash and cash equivalents | 16,610 | 16,608 | |
Accounts receivable, net of allowance for doubtful accounts of $27,048 and $17,205, respectively | 762,930 | 883,921 | |
Spectrum asset | 67,171 | ||
Prepaid expenses and other current assets | 98,620 | 151,997 | |
Total current assets | 1,542,784 | 1,351,767 | |
Property and equipment, net | 1,581,348 | 1,290,428 | |
Goodwill | 2,880,675 | 2,996,875 | |
FCC licenses | 2,833,074 | 2,921,465 | |
Intangible assets, net | 2,967,899 | 3,259,620 | |
Other intangible assets, net | 683,816 | 727,354 | |
Assets held for sale | 4,524 | 240,524 | |
Investments | 1,307,604 | 1,477,353 | |
Other noncurrent assets, net | 422,148 | 451,705 | |
Total assets | [1] | 13,540,056 | 13,989,737 |
Current liabilities: | |||
Current portion of debt | 60,491 | 109,310 | |
Accounts payable | 176,392 | 157,366 | |
Accrued expenses | 440,099 | 541,803 | |
Income tax payable | 83,011 | 873 | |
Liability to surrender spectrum asset | 77,962 | ||
Other current liabilities | 62,336 | 60,243 | |
Total current liabilities | 822,329 | 947,557 | |
Debt | 7,977,577 | 8,383,278 | |
Deferred tax liabilities | 1,698,042 | 1,710,664 | |
Other noncurrent liabilities | 840,331 | 894,745 | |
Total liabilities | [1] | 11,338,279 | 11,936,244 |
Commitments and contingencies (Note 15) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2020 and December 31, 2019 | |||
Additional paid-in capital | 1,340,526 | 1,353,729 | |
Accumulated other comprehensive income | 19,850 | 19,850 | |
Retained earnings | 984,316 | 778,833 | |
Treasury stock - at cost; 2,004,823 and 1,541,675 shares as of June 30, 2020 and December 31, 2019, respectively | (164,847) | (121,388) | |
Total Nexstar Media Group, Inc. stockholders’ equity | 2,180,318 | 2,031,497 | |
Noncontrolling interests | 21,459 | 21,996 | |
Total stockholders’ equity | 2,201,777 | 2,053,493 | |
Total liabilities and stockholders’ equity | 13,540,056 | 13,989,737 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,284,083 | 2,532,266 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 473 | 473 | |
Total stockholders’ equity | $ 473 | $ 473 | |
[1] | The consolidated total assets as of June 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $329.3 million and $332.6 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $56.9 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Accounts receivable, allowance for doubtful accounts | $ 27,048 | $ 17,205 | |
Stockholders' equity: | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 200,000 | 200,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Treasury Stock, Shares | 2,004,823 | 1,541,675 | |
ASSETS | |||
Total assets | [1] | $ 13,540,056 | $ 13,989,737 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | [1] | 11,338,279 | 11,936,244 |
Non Guarantor VIEs [Member] | |||
ASSETS | |||
Total assets | 329,339 | 332,570 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | $ 56,875 | $ 61,665 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 47,291,463 | 47,291,463 | |
Common stock, shares outstanding | 45,286,640 | 45,749,788 | |
Class B Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class C Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
[1] | The consolidated total assets as of June 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $329.3 million and $332.6 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $56.9 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues [Abstract] | ||||
Net revenue | $ 914,633 | $ 649,012 | $ 2,006,455 | $ 1,275,659 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 416,639 | 296,044 | 861,698 | 588,907 |
Selling, general and administrative expenses, excluding depreciation and amortization | 193,243 | 144,058 | 411,627 | 286,418 |
Amortization of broadcast rights | 35,740 | 13,935 | 72,948 | 28,297 |
Amortization of intangible assets | 69,512 | 36,357 | 140,095 | 73,095 |
Depreciation | 35,770 | 28,090 | 71,176 | 55,527 |
Reimbursement from the FCC related to station repack | (25,716) | (19,416) | (38,474) | (33,603) |
Loss (gain) on disposal of stations and entities, net | 50 | (7,025) | ||
Change in the estimated fair value of contingent consideration attributable to a merger | 3,933 | 3,933 | ||
Gain on relinquishment of spectrum | (10,791) | (10,791) | ||
Total operating expenses | 718,380 | 499,068 | 1,505,187 | 998,641 |
Income from operations | 196,253 | 149,944 | 501,268 | 277,018 |
Income (loss) on equity investments, net | 11,332 | (665) | 25,490 | (1,156) |
Interest expense, net | (82,251) | (51,363) | (183,535) | (104,320) |
Loss on extinguishment of debt | (2,026) | (7,477) | (3,724) | |
Pension and other postretirement plans credit, net | 10,762 | 1,400 | 21,524 | 2,800 |
Other (expenses) income, net | (549) | 91 | 315 | 91 |
Income before income taxes | 135,547 | 97,381 | 357,585 | 170,709 |
Income tax expense | (37,406) | (26,646) | (101,750) | (43,087) |
Net income | 98,141 | 70,735 | 255,835 | 127,622 |
Net loss (income) attributable to noncontrolling interests | 1,454 | (2,733) | 675 | (4,728) |
Net income attributable to Nexstar Media Group, Inc. | $ 99,595 | $ 68,002 | $ 256,510 | $ 122,894 |
Net income per common share attributable to Nexstar Media Group, Inc.: | ||||
Basic | $ 2.20 | $ 1.48 | $ 5.64 | $ 2.68 |
Diluted | $ 2.13 | $ 1.42 | $ 5.43 | $ 2.57 |
Weighted average number of common shares outstanding: | ||||
Basic | 45,267 | 46,090 | 45,483 | 45,938 |
Diluted | 46,849 | 47,971 | 47,231 | 47,878 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Treasury Stock [Member]Class A Common Stock [Member] | Noncontrolling interests [Member] |
Balance at Dec. 31, 2018 | $ 1,868,984 | $ 473 | $ 1,351,931 | $ 620,371 | $ (14,316) | $ (105,685) | $ 16,210 | |
Balance, Shares at Dec. 31, 2018 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2018 | 1,665,217 | |||||||
Stock-based compensation expense | 17,760 | 17,760 | ||||||
Vesting of restricted stock units and exercise of stock options | (8,330) | (32,634) | $ 24,304 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 476,864 | |||||||
Common stock dividends declared | (41,319) | (41,319) | ||||||
Purchase of noncontrolling interest from a consolidated variable interest entity | (6,500) | (6,500) | ||||||
Net income (loss) | 127,622 | 122,894 | 4,728 | |||||
Balance at Jun. 30, 2019 | 1,958,217 | $ 473 | 1,337,057 | 701,946 | (14,316) | $ (81,381) | 14,438 | |
Balance, Shares at Jun. 30, 2019 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2019 | 1,188,353 | |||||||
Balance at Mar. 31, 2019 | 1,899,010 | $ 473 | 1,332,612 | 654,682 | (14,316) | $ (86,146) | 11,705 | |
Balance, Shares at Mar. 31, 2019 | 47,291,463 | |||||||
Balance, Shares at Mar. 31, 2019 | 1,275,092 | |||||||
Stock-based compensation expense | 9,691 | 9,691 | ||||||
Vesting of restricted stock units and exercise of stock options | (481) | (5,246) | $ 4,765 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 86,739 | |||||||
Common stock dividends declared | (20,738) | (20,738) | ||||||
Net income (loss) | 70,735 | 68,002 | 2,733 | |||||
Balance at Jun. 30, 2019 | 1,958,217 | $ 473 | 1,337,057 | 701,946 | (14,316) | $ (81,381) | 14,438 | |
Balance, Shares at Jun. 30, 2019 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2019 | 1,188,353 | |||||||
Balance at Dec. 31, 2019 | $ 2,053,493 | $ 473 | 1,353,729 | 778,833 | 19,850 | $ (121,388) | 21,996 | |
Balance, Shares at Dec. 31, 2019 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2019 | (1,541,675) | 1,541,675 | ||||||
Purchase of treasury stock | $ (72,587) | $ (72,587) | $ (72,600) | |||||
Purchase of treasury stock, shares | (950,000) | |||||||
Stock-based compensation expense | 23,434 | 23,434 | ||||||
Vesting of restricted stock units and exercise of stock options | (6,128) | (35,256) | $ 29,128 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 486,852 | |||||||
Common stock dividends declared | (51,018) | (51,018) | ||||||
Contribution from a noncontrolling interest | 138 | 138 | ||||||
Disposal of an entity | (1,390) | (1,381) | (9) | |||||
Net income (loss) | 255,835 | 256,510 | (675) | |||||
Balance at Jun. 30, 2020 | $ 2,201,777 | $ 473 | 1,340,526 | 984,316 | 19,850 | $ (164,847) | 21,459 | |
Balance, Shares at Jun. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2020 | (2,004,823) | 2,004,823 | ||||||
Balance at Mar. 31, 2020 | $ 2,116,059 | $ 473 | 1,333,717 | 910,063 | 19,850 | $ (170,957) | 22,913 | |
Balance, Shares at Mar. 31, 2020 | 47,291,463 | |||||||
Balance, Shares at Mar. 31, 2020 | 2,096,058 | |||||||
Stock-based compensation expense | 12,749 | 12,749 | ||||||
Vesting of restricted stock units and exercise of stock options | 170 | (5,940) | $ 6,110 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 91,235 | |||||||
Common stock dividends declared | (25,342) | (25,342) | ||||||
Net income (loss) | 98,141 | 99,595 | (1,454) | |||||
Balance at Jun. 30, 2020 | $ 2,201,777 | $ 473 | $ 1,340,526 | $ 984,316 | $ 19,850 | $ (164,847) | $ 21,459 | |
Balance, Shares at Jun. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2020 | (2,004,823) | 2,004,823 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividends declared (per share) | $ 0.56 | $ 0.45 | $ 1.12 | $ 0.90 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 98,141 | $ 255,835 | $ 127,622 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of intangible assets | 69,512 | 140,095 | 73,095 |
Amortization of broadcast rights | 35,740 | 72,948 | 28,297 |
Depreciation of property and equipment | 35,770 | 71,176 | 55,527 |
Stock-based compensation expense | 23,434 | 17,760 | |
Provision for bad debt | 10,372 | 4,185 | |
Amortization of debt financing costs, debt discounts and premium | 8,965 | 3,867 | |
Loss on extinguishment of debt | 7,477 | 3,724 | |
Gain on asset disposal, net | (808) | (156) | |
Deferred income taxes | (11,580) | 6,063 | |
Gain on relinquishment of spectrum | (10,791) | (10,791) | |
Gain on disposal of stations and entities, net | 50 | (7,025) | |
Change in the estimated fair value of contingent consideration attributable to a merger | 3,933 | 3,933 | |
Spectrum repack reimbursements | (25,716) | (38,474) | (33,603) |
Payments for broadcast rights | (100,894) | (28,300) | |
(Income) loss on equity investments, net | (11,332) | (25,490) | 1,156 |
Distribution from equity investments - return on capital | 197,092 | ||
Other operating activities, net | (2,247) | (876) | |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | 109,976 | 330 | |
Prepaid expenses and other current assets | 5,161 | (345) | |
Other noncurrent assets | 12,134 | (2,806) | |
Accounts payable | 13,263 | 2,227 | |
Accrued expenses and other current liabilities | (92,197) | (5,306) | |
Income tax payable | 104,612 | (15,395) | |
Other noncurrent liabilities | (29,669) | (666) | |
Net cash provided by operating activities | 717,298 | 236,400 | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (115,656) | (71,468) | |
Payments for acquisitions, net of cash acquired | (63,213) | ||
Proceeds from sale of stations and entities | 362,803 | ||
Proceeds from resolution of acquired contingency | 98,000 | ||
Spectrum repack reimbursements from the FCC | 38,474 | 33,603 | |
Proceeds from disposals of property and equipment | 958 | 849 | |
Proceeds received from corporate-owned life insurance policies | 486 | 160 | |
Net cash provided by (used in) investing activities | 321,852 | (36,856) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (470,319) | (203,608) | |
Payments for debt financing costs | (379) | (78) | |
Purchase of treasury stock | (72,587) | ||
Common stock dividends paid | (51,018) | (41,319) | |
Payments for finance lease and capitalized software obligations | (6,301) | (5,007) | |
Cash paid for shares withheld for taxes | (6,784) | (9,813) | |
Proceeds from exercise of stock options | 656 | 1,483 | |
Contribution from a noncontrolling interest | 138 | ||
Purchase of noncontrolling interests | (6,393) | ||
Net cash used in financing activities | (606,594) | (264,735) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 432,556 | (65,191) | |
Cash, cash equivalents and restricted cash at beginning of period | 248,678 | 145,115 | |
Cash, cash equivalents and restricted cash at end of period | $ 681,234 | 681,234 | 79,924 |
Supplemental information: | |||
Interest paid | 171,348 | 98,103 | |
Income taxes paid, net of refunds | 7,686 | 52,419 | |
Non-cash investing and financing activities: | |||
Accrued purchases of property and equipment | 26,296 | 23,087 | |
Noncash purchases of property and equipment | 15,885 | ||
Right-of-use assets obtained in exchange for operating lease obligations | $ 21,852 | $ 114,203 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) ((Parenthetical)) $ in Thousands | Jun. 30, 2020USD ($) |
Transition adjustment amount | $ 227,010 |
ASC 842 Adoption Adjustments [Member] | |
Transition adjustment amount | $ 112,800 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1: Organization and Business Operations Nexstar Media Group, Inc., together with its wholly owned subsidiaries (“Nexstar”), a Delaware corporation, is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations and interactive community websites and digital media services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company”. Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2020 December 31, 2019 Current assets $ 9,963 $ 9,837 Property and equipment, net 19,554 19,586 Goodwill 102,447 102,447 FCC licenses 138,482 138,482 Network affiliation agreements, net 52,971 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 5,922 6,818 Total assets $ 329,339 $ 332,570 Current liabilities $ 16,945 $ 19,653 Noncurrent liabilities 39,930 42,012 Total liabilities $ 56,875 $ 61,665 Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control, for instance, uncertainties surrounding the business outlook caused by Coronavirus Disease 2019 (“COVID-19”). In December 2019, COVID-19 was reported and has spread globally, including to every state in the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared a national emergency with respect to COVID-19. COVID-19 has created and may continue to create significant uncertainty in global financial markets, which may reduce demand for the Company’s advertising, retransmission, and digital services, impact the productivity of its workforce, reduce its access to capital, and harm its business and results of operations. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. This was followed by a significant improvement in the Company’s financial results in the remaining part of the second quarter in 2020 as certain areas throughout the United States permitted the re-opening of non-essential businesses. As of June 30, 2020, the Company remained profitable. Its current year results were also higher than prior year results primarily due to contribution from the acquisition of Tribune Media Company (“Tribune”) in September 2019. Overall, the disruptions from COVID-19 did not have a material impact on the Company’s liquidity . As of June 30, 2020, the Company’s unrestricted cash on hand amounted to $664.6 million and the Company had a positive working capital of $720.5 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of June 30, 2020, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand and has availability to access additional cash up to $139.7 million and $3.0 million under the respective Nexstar and Mission revolving credit facilities (with a maturity date of October 2023) to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. The Company also believes its leverage is well positioned to withstand the current challenges as the nearest maturity of its outstanding debt will not occur until October 2023. Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2019. The balance sheet as of December 31, 2019 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Variable Interest Entities The Company may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which Nexstar is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under certain VIEs’ senior secured credit facilities (see Note 9), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each such VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2020 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission Broadcasting, Inc. ("Mission") WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) KNVA SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY White Knight Broadcasting (“White Knight”) WVLA, KFXK, KSHV Shield Media, LLC (“Shield”) WXXA and WLAJ Vaughan Media, LLC (“Vaughan”) WBDT, WYTV and KTKA SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from its VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 8,556 $ 12,944 Accounts receivable, net 18,204 17,995 Prepaid expenses and other current assets 1,632 1,921 Total current assets 28,392 32,860 Property and equipment, net 42,212 42,308 Goodwill 135,634 135,634 FCC licenses 138,482 138,482 Network affiliation agreements, net 63,574 66,679 Other intangible assets, net 430 513 Other noncurrent assets, net 60,182 12,749 Total assets $ 468,906 $ 429,225 Current liabilities: Current portion of debt $ 3,663 $ 3,433 Interest payable 486 834 Other current liabilities 16,945 19,653 Total current liabilities 21,094 23,920 Debt 239,645 241,190 Deferred tax liabilities 22,531 22,505 Other noncurrent liabilities 17,399 19,507 Total liabilities $ 300,669 $ 307,122 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2020. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. On December 1, 2014, Nexstar met the accounting criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of (i) local service agreements Nexstar ha d with the Marshall stations (JSAs and SSAs) as of th at date , (ii) Nexstar’s guarantee as of that date of the obligations incurred under Marshall’s senior secured credit facility, and (iii) Nexstar having power as of that date over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall station s , and the production of the Marshall stations ’ news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on December 1, 2014 . I n December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar evaluated its remaining business arrangements with Marshall and determined that it still has a variable interest in the entity. The services under the SSAs are still active and Mission, a VIE that is consolidated by Nexstar, is a lender of Marshall. However, Nexstar also determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in Marshall due to the bankruptcy court taking control of Marshall’s significant financial affairs. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. Accordingly, the operating results and cash flows of Marshall for the three and six months ended June 30 , 2020 were excluded and the operating results and cash flows of Marshall for the three and six months ended June 30 , 2019 were included in the accompanying Condensed Consolidated Statements of Operations a nd Consolidated Statements of Cash Flows. The assets and liabilities of Marshall as of June 30 , 2020 and December 31, 2019 were excluded in the accompanying Condensed Consolidated Balance Sheets. On March 30, 2020, Mission entered into an asset purchase agreement to acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The proposed acquisition was approved by the Bankruptcy Court for the Southern District of Texas but is also subject to FCC and other customary approvals and is expected to close in 2020 Income Per Share Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 45,267 46,090 45,483 45,938 Dilutive effect of equity incentive plan instruments 1,582 1,881 1,748 1,940 Weighted average shares outstanding - diluted 46,849 47,971 47,231 47,878 During the three months ended June 30, 2020, there were 387,000 stock options and restricted stock units that were anti-dilutive, and none during the three months ended June 30, 2019. For the six months ended June 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 193,000 shares and 15,000 shares of Class A common stock, respectively, were excluded from the computation of diluted earnings per share because their impact would have been anti-dilutive. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Recent Accounting Pronouncements New Accounting Standards Adopted In April 2019, the Financial Accounting Standards Board ( FASB) issued Accounting Standards Update ( ASU) 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ASU 2017-12, the improvements in ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. The Company adopted this guidance concurrent with our adoption of ASU 2016-13 effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures and no cumulative-effect adjustment was required. In March 2019, the FASB issued ASU 2019-02, “Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350).” The standard requires production costs of episodic television series to be capitalized as incurred, which aligns the guidance with the accounting for production costs of films. The guidance also provides that capitalized costs associated with films and license agreements will be tested for impairment based on the lower of unamortized cost or fair value, as opposed to the existing guidance where the impairment test is based on estimated net realizable value, and also includes additional disclosure requirements. The standard should be applied prospectively. The Company adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.” The standard provides guidance for determining whether a decision-making fee is a variable interest and requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). The Company adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures . In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820),” In August 2018, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20),” which removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The standards are effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The updated standard should be applied on a retrospective basis. The Company early adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326),” During the three and six months ended June 30, 2020, in connection with the Company’s estimate of allowance for doubtful accounts, due to the expected loss from future payments as a result of economic uncertainty arising from the negative effects which the COVID-19 pandemic has had on the United States economy and financial markets, the Company recorded bad debt expense of $8.6 million and $10.4 million, respectively, and increased the allowance for doubtful accounts to $27.0 million in its Condensed Consolidated Financial Statements. New Accounting Standards Not Yet Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the does not expect the standard to have a material impact . In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) , which In January 2020, FASB issued ASU 2020-01, “ Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments in ASU 2020-01 are effective for all entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. does not expect the standard to have a material impact . In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”), |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions 2020 Acquisitions On January 27, 2020, Nexstar and Sinclair Broadcast Group, Inc. (“Sinclair”) Nexstar acquired from Sinclair certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen , Texas market for $17.9 million in cash (see Note 15, “Commitment and Contingencies,” “Termination of Tribune and Sinclair Merger Agreement” for additional information with respect to this litigation resolution). On March 2, 2020, Nexstar completed the acquisition of Fox affiliate television station WJZY and MyNetworkTV affiliate television station WMYT in the Charlotte, NC market from Fox Television Stations, LLC (“Fox”), a Delaware limited liability company, for $45.3 million in cash. . Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the KGBT, WJZY, and WMYT acquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 261 Broadcast rights 3,693 Property and equipment 18,806 FCC licenses 15,917 Network affiliation agreements 18,479 Goodwill 4,340 Other intangible assets 5,458 Other noncurrent assets 95 Total assets acquired 67,049 Less: Broadcast rights payable (3,691 ) Accrued expenses and other current liabilities (145 ) Net assets acquired $ 63,213 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 10 years. The stations’ combined net revenue of $ 23.1 million and operating income of $ 7.9 million from the respective stations’ acquisition dates to June 30, 2020 have been included in the accompanying Condensed Consolidated Statements of Operations. Transaction costs relating to these acquisitions were not significant during the six months ended June 30, 2020. 2020 Dispositions On January 14, 2020, the Company sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto Holdings, Ltd., for a net consideration of $12.9 million (net of $2.4 million cash balance of this business that was transferred to the buyer upon sale). Nexstar recognized a $2.4 million gain on disposal of this business. On March 2, 2020, Nexstar completed the sale of Fox affiliate television station KCPQ and MyNetworkTV affiliate television station KZJO in the Seattle, WA market, as well as Fox affiliate television station WITI in the Milwaukee, WI market, to Fox for approximately $349.9 million in cash, including working capital adjustments. Nexstar recognized a $4.7 million net gain on disposal of these stations . The proceeds from the sale of the stations were partially used to prepay the Company’s term loans (see Note 9). The net gain that resulted from the divestitures of stations and other business was recorded in the (Gain) loss on disposal of stations and entities, net in the accompanying Condensed Consolidated Statements of Operations. Pro forma information for the above acquisitions and dispositions has not been provided as the Company believes that the impact of the historical financials for financial reporting purposes, both individually and in aggregate, to the Company’s revenue, operating income, net income, and earnings per share is not material. 2019 Merger with Tribune On September 19, 2019, Nexstar completed its acquisition of Tribune pursuant to a merger agreement. In 2020, Nexstar recorded a measurement period adjustment in connection with this acquisition. The measurement period is attributable to a cash consideration that Nexstar received to settle an existing lawsuit before Nexstar acquired Tribune. See Note 4 for additional information. Future Acquisitions On January 27, 2020, Sinclair agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY market (see Note 15, “Commitment and Contingencies”). On July 15, 2020, Nexstar entered into a definitive agreement with Sinclair to acquire this station for $18.0 million in cash, subject to working capital adjustments. See Note 17 for additional information. On March 30, 2020, Mission, a VIE consolidated by Nexstar, entered into an asset purchase agreement to acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The proposed acquisition was approved by the Bankruptcy Court for the Southern District of Texas but is also subject to FCC and other customary approvals and is expected to close in 2020. On July 8, 2020, Nexstar assigned to Mission its option to purchase the CW affiliate WPIX in the New York, NY market from The E.W. Scripps Company (“Scripps”) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 4: Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2020 December 31, 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,065,097 $ (781,014 ) $ 2,284,083 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 962,101 (278,285 ) 683,816 961,350 (233,996 ) 727,354 Other intangible assets $ 4,027,198 $ (1,059,299 ) $ 2,967,899 $ 4,185,256 $ (925,636 ) $ 3,259,620 The following table presents the Company’s estimate of amortization expense for the remainder of 2020, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2020 (in thousands): Remainder of 2020 $ 136,883 2021 267,259 2022 264,914 2023 262,194 2024 260,714 Thereafter 1,775,935 $ 2,967,899 The amounts recorded to 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, 2019 $ 3,129,169 $ (132,294 ) $ 2,996,875 $ 2,968,875 $ (47,410 ) $ 2,921,465 Current year acquisitions (See Note 3) 4,340 - 4,340 15,917 - 15,917 Current year divestitures (See Note 3) (48,429 ) - (48,429 ) (104,308 ) - (104,308 ) Measurement period adjustments related to Nexstar and Tribune merger (72,111 ) - (72,111 ) - - - Balances as of June 30, 2020 $ 3,012,969 $ (132,294 ) $ 2,880,675 $ 2,880,484 $ (47,410 ) $ 2,833,074 During the three and six months ended 2020, Nexstar recorded a measurement period adjustment related to its acquisition of Tribune in September 2019. The measurement period adjustment is primarily attributable to a $ 98.0 million cash consideration received by Nexstar (asset acquired) to settle an existing lawsuit between Tribune and Sinclair on January 27, 2020. The settlement resulted in a recognition of an income tax payable of $ 25.0 million and a decrease in goodwill of $ 73.0 million. See Note 15: Commitments and Contingencies —Termination of Tribune and Sinclair Merger Agreement for additional information . The measurement period adjustments recognized during the three and six months ended June 30, 2020 had no impact on the Company’s Condensed Consolidated Statements of Operations in the prior year and had no significant impact in the current year. During the first and second quarters of 2020, the Company evaluated the changes in facts and circumstances and general market declines resulting from the COVID-19 pandemic, including their impact on its current operating results and whether an impairment triggering event has occurred on its indefinite-lived intangible assets, long-lived assets (including finite-lived intangible assets) and reporting units with goodwill. Based on the results of the evaluation, the Company concluded that, as of June 30, 2020, there were no impairment triggering events that occurred on these assets, mainly because as of this date, the Company’s market capitalization exceeded the carrying amount of its equity by a substantial amount. Despite the adverse effects of COVID-19 in the Company’s financial results, mostly in the first part of second quarter of 2020, there were significant improvements in the Company’s financial results in the remaining part of the quarter as certain areas throughout the United States permitted the re-opening of non-essential businesses. In the second quarter of 2020 and on a year to date basis, the Company remained profitable. There were also no material changes in its customers mix, including advertisers, multichannel video programming distributors and online video distributors. Due to the continued impact of the COVID-19 pandemic subsequent to June 30, 2020, the Company will continue to evaluate its indefinite-lived intangible assets, long-lived assets and goodwill if an impairment triggering event will occur in the future periods. Any further adverse impact of COVID-19 or the general market conditions to the Company’s operating results could reasonably be expected to negatively impact the fair value of the Company’s indefinite-lived intangible assets and its reporting units as well as the recoverability of its long-lived assets and may result in future impairment charges which could be material. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2020 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | |
Assets Held for Sale | Note 5: Assets Held for Sale Assets held for sale in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in thousands): June 30, 2020 December 31, 2019 Real estate $ 4,524 $ 240,524 In January 2020, management deferred its planned disposition of certain non-depreciable real estate property located in Chicago with a carrying amount of $236.0 million. In December 2019, the asset was previously classified as held for sale. The decision to defer the sale effort was driven by current uncertainties in the local government’s policies around property taxes which could impact a potential buyer’s perception of the property’s fair market value. Because the property is land with no limited useful life, management believes that, as of June 30, 2020, the fair value exceeded its carrying value and there was no impairment. As a result of this development, the property no longer meets the criteria of classifying as held for sale as it is not probable to sell the property within one year. Thus, the Company reclassified this asset from held for sale to property, plant and equipment (held and used) in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2020. The reclassification of the land property did not impact the Company’s results of operations during the three and six months ended June 30, 2020. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | Note 6: Investments Investments consisted of the following (in thousands): June 30, 2020 December 31, 2019 Equity method investments $ 1,302,329 $ 1,471,866 Other equity investments 5,275 5,487 Total investments $ 1,307,604 $ 1,477,353 Equity Method Investments The Company’s equity method investments primarily included Nexstar’s investment in TV Food Network in which Nexstar has an ownership stake of 31.3%. Nexstar’s partner in TV Food Network is Discovery, Inc., which owns 68.7% interest in TV Food Network and operates the network on behalf of the partnership. As of June 30, 2020, Nexstar’s investment in TV Food Network had a book value of $1.282 billion. The Company received cash distributions from TV Food Network totaling $26.7 million and $197.1 million during the three and six months ended June 30, 2020, respectively. TV Food Network owns and operates “The Food Network,” a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel,” a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems. The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2020. The Company would be entitled to its proportionate share of distributions to partners in the event of a liquidation, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805 “Business Combinations.” Additionally, the Company measured its estimated share of the basis difference attributable to investees’ goodwill. As a result of acquired investment in TV Food Network on September 19, 2019 through the Merger, Nexstar estimated a total of $853.2 million for its share of the basis difference attributable to investees’ amortizable intangible assets. Nexstar also estimated a basis difference of $500.4 million attributable to investees’ goodwill The Company amortizes its share of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in the unaudited Condensed Consolidated Statements of Operations. As of June 30, 2020, the Company’s remaining share of basis difference related to equity method investments, including TV Food Network, totaled $739.7 million and has a weighted average remaining useful life of approximately 6.4 years Income (loss) on equity investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Income (loss) on equity investments, net, before amortization of basis difference $ 48,272 $ (552 ) $ 99,369 $ (940 ) Amortization of basis difference (36,940 ) (113 ) (73,879 ) (216 ) Income (loss) on equity investments, net $ 11,332 $ (665 ) $ 25,490 $ (1,156 ) Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Net revenue $ 307,192 $ 627,539 Costs and expenses 152,969 311,604 Income from operations 154,223 315,935 Net income 155,986 321,414 Net income attributable to Nexstar Media Group, Inc. 48,814 100,583 During the second quarter of 2020, the Company evaluated its equity method investments for other-than-temporary impairment (“OTTI”) due to the events and circumstances surrounding the COVID-19 pandemic. Based on the results of the review, the Company determined that an OTTI had not occurred as of June 30 , 2020. The Company may experience future declines in the fair value of its equity method investments, and it may determine an impairment loss will be required to be recognized in a future reporting period. Such determination will be based on the prevailing facts and circumstances, including those related to the reported results and financial statement disclosures of the investees as well as the general market conditions. The Company will continue to evaluate its equity method investments in future periods to determine if an OTTI has occurred. Other Equity Investments Other equity investments are investments without readily determinable fair values. All of the Company’s other equity investments are ownership interests in private companies. These assets were recorded at cost, subject to periodic evaluation of the carrying values. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 7: Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2020 December 31, 2019 Broadcast rights payable $ 110,680 $ 120,165 Compensation and related taxes 78,594 88,372 Interest payable 77,379 88,600 Network affiliation fees 55,294 62,901 Other 118,152 181,765 $ 440,099 $ 541,803 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 6 Months Ended |
Jun. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | Note 8: Retirement and Postretirement Plans On January 17, 2017, Nexstar assumed Media General’s pension and postretirement plan obligations upon consummation of the merger of the entities. As a result, Nexstar has a funded, qualified non-contributory defined benefit retirement plan which covers certain employees and former employees. Additionally, there are non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage available to certain executives. All of these retirement plans are frozen. Nexstar also has a retiree medical savings account plan which reimburses eligible retired employees for certain medical expenses and an unfunded plan that provides certain health and life insurance benefits to retired employees who were hired prior to 1992. On September 19, 2019, Nexstar assumed Tribune’s pension and postretirement obligations upon consummation of the merger of the entities. As a result, Nexstar has a qualified and non-contributory defined benefit retirement plan which covers certain of Tribune’s employees and former employees. This retirement plan is frozen in terms of pay and service. Nexstar also assumed three defined benefit pension plans (two of which are frozen with the third representing 2% of the total Tribune related projected benefit obligation) for Tribune’s other employees and former employees. These three plans are not material individually or in aggregate. Nexstar also provides postretirement health care and life insurance benefits to eligible employees (who retired prior to January 1, 2016) under a variety of plans. The following table s provide the components of net periodic benefit cost (credit) for the Company’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 2020 Service cost $ - $ - $ 5 $ - $ 248 $ - Interest cost 2,925 3,875 138 200 13,374 33 Expected return on plan assets (4,925 ) (5,475 ) - - (22,341 ) - Amortization of prior service costs - - (13 ) - - - Amortization of net loss - - 43 - - - Net periodic benefit cost (credit) $ (2,000 ) $ (1,600 ) $ 173 $ 200 $ (8,719 ) $ 33 Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 2020 Service cost $ - $ - $ 10 $ - $ 496 $ - Interest cost 5,850 7,750 276 400 26,748 66 Expected return on plan assets (9,850 ) (10,950 ) - - (44,682 ) - Amortization of prior service costs - - (26 ) - - - Amortization of net loss - - 86 - - - Net periodic benefit cost (credit) $ (4,000 ) $ (3,200 ) $ 346 $ 400 $ (17,438 ) $ 66 For 2020, the Company’s cash contribution requirements for its qualified pension plans and other postretirement benefit plans are forecasted to be $55.3 million and $3.0 million, respectively. During the six months ended June 30, 2020 and 2019, the Company contributed $5.7 million and $0 million, respectively, to its qualified pension plans. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law and includes a provision that allows employers to defer payment of contributions to U.S. defined benefit pension plans due in 2020 until January 1, 2021. The Company is currently evaluating whether it will defer a portion or all of the remaining cash contribution requirements of $49.6 million to its qualified pension plans and $3.0 million to its other postretirement benefit plans pursuant to this provision of the CARES Act. The primary investment objective of the pension benefit plans is to build and ensure an adequate pool of assets to support the benefit obligations to participants, retirees and beneficiaries. To meet this objective, the pension benefit plans seek to earn a rate of return on assets greater than the liability discount rate, with a prudent level of risk and diversification. The current investment policy includes a strategy intended to maintain an adequate level of diversification, subject to normal portfolio risks. As a result of the general market downturn in the first half of 2020 resulting from the COVID-19 pandemic, as of June 30, 2020, the fair value of the pension plans’ assets has declined. While the Company continues to monitor the performance of the pension plans’ assets, the declines as of June 30, 2020 have not materially impacted the Company’s financial position or liquidity. To the extent that there is further material deterioration in plan assets, the Company’s pension benefit plans may require additional contributions and/or may negatively impact future pension credit or expense of the Company. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt Long-term debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 Term loans $ 5,444,386 $ 5,914,703 5.625% Notes due 2024 900,000 900,000 5.625% Notes due 2027 1,785,000 1,785,000 Total outstanding principal 8,129,386 8,599,703 Less: unamortized financing costs and discount - Term Loans (88,695 ) (104,281 ) Less: unamortized financing costs and discount - 5.625% Notes due 2024 (8,995 ) (9,955 ) Add: unamortized premium, net of financing costs - 5.625% Notes due 2027 6,372 7,121 Total outstanding debt 8,038,068 8,492,588 Less: current portion (60,491 ) (109,310 ) Long-term debt, net of current portion $ 7,977,577 $ 8,383,278 2020 Transactions During the six months ended June 30, 2020, Nexstar prepaid a total of $230.0 million in principal balance under its term loans, funded by cash on hand. On March 9, 2020, Nexstar also made an additional principal prepayment of $200.0 million on its term loans pursuant to the mandatory prepayment requirement of the amended credit agreement of Nexstar Broadcasting, Inc. The mandatory prepayment resulted from the disposition of certain television station assets in the Seattle, WA and Milwaukee, WI markets to Fox (see Note 3, Acquisitions and Dispositions). The total prepayments of term loans resulted in loss on extinguishment of debt of $7.5 million for the six months ended June 30, 2020, representing write-offs of unamortized debt financing costs and discounts. During the six months ended June 30, 2020, the Company also repaid scheduled maturities of $40.3 million of its term loans, funded by cash on hand. Unused Commitments and Borrowing Availability The Company had $139.7 million and $3.0 million of total unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of June 30, 2020. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2020, the Company was in compliance with its financial covenants. Collateralization and Guarantees of Debt The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (See Note 2). Nexstar guarantees full payment of all obligations incurred under the Mission and Shield senior secured credit facilities in the event of their default. Mission and Nexstar Digital LLC (“Nexstar Digital”), a wholly-owned subsidiary of Nexstar, are both guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of Nexstar’s 5.625% senior unsecured notes due 2024 (“5.625% In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2021 and 2028) are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission and Shield amended credit agreements do not contain financial covenant ratio requirements but do provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of June 30, 2020, the Company was in compliance with its financial covenants. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 10: Leases The Company as a Lessee The Company has operating and finance leases for office space, vehicles, tower facilities, antenna sites, studio and other real estate properties and equipment. The Company’s leases have remaining lease terms of one month to 94 years, some of which may include options to extend the leases from two to 99 years, and some of which may include options to terminate the leases within one year. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as of June 30, 2020 were not material and are excluded. Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Balance Sheet Classification June 30, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 227,010 $ 235,285 Current lease liabilities Other current liabilities $ 34,845 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 177,984 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $2,983 as of June 30, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 8,007 $ 8,138 Current lease liabilities Other current liabilities $ 972 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,670 $ 15,177 Weighted Average Remaining Lease Term Operating leases 7.0 years 7.4 years Finance leases 11.1 years 11.6 years Weighted Average Discount Rate Operating leases 5.2 % 5.3 % Finance leases 5.7 % 5.7 % Operating lease expense for the three months ended June 30, 2020 was $11.6 million, of which $6.0 million and $5.6 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the three months ended June 30, 2019 was $5.3 million, of which $3.1 million and $2.2 million are included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the six month ended June 30, 2020 was $23.6 million, of which $12.1 million and $11.5 million were included in the Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the six months ended June 30, 2019 was $10.8 million, of which $6.2 million and $4.7 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. The depreciation expense and interest expense associated with finance leases during the three and six months ended June 30, 2020 and 2019 were not material. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 23,537 $ 11,232 Operating cash flows from finance leases 454 478 Financing cash flows from finance leases 434 404 Future minimum lease payments under non-cancellable leases as of June 30, 2020 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2020 $ 22,778 $ 907 2021 42,151 1,843 2022 39,278 1,803 2023 36,052 1,818 2024 33,386 1,833 Thereafter 83,430 13,364 Total future minimum lease payments 257,075 21,568 Less: imputed interest (44,246 ) (5,926 ) Total $ 212,829 $ 15,642 The Company as a Lessor The Company has various arrangements for which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As part of the adoption, the Company elected the practical expedient to combine lease and non-lease components in its lessor arrangements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11: Fair Value Measurements The Company measures and records in its condensed consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, broadcast rights, accounts payable, and accrued expenses approximate fair value due to their short term to maturity. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): June 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 5,355,691 $ 5,151,202 $ 5,810,422 $ 5,915,451 5.625% Senior unsecured notes due 2024 (2) 891,005 900,000 890,045 938,250 5.625% Senior unsecured notes due 2027 (2) 1,791,372 1,767,150 1,792,121 1,883,175 (1) (2) During the three and six months ended 2020, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill. See Notes 4 and 6 for additional information. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Common Stock | Note 12: Common Stock On April 26, 2018, Nexstar’s Board of Directors approved $200 million in Nexstar’s share repurchase authorization to repurchase its Class A common stock. During the six months ended June 30, 2020, Nexstar repurchased a total of 950,000 shares of Class A common stock for $72.6 million, funded by cash on hand. As of June 30, 2020, the remaining available amount under the share repurchase authorization was $84.2 million, net of all repurchases made. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13: Income Taxes Income tax expense was $37.4 million for the three months ended June 30, 2020 compared to $26.6 million for the same period in 2019. The effective tax rates were consistent at 27.6% and 27.4% for each of the respective periods. The increase in the effective tax rate between the two periods was primarily due to changes in state income taxes and other permanent adjustments, or a 0.2% increase to the effective tax rate. Income tax expense was $101.8 million for the six months ended June 30, 2020 compared to $43.1 million for the same period in 2019. The effective tax rates were 28.5% and 25.2% for each of the respective periods. The increase in the effective tax rate between the two periods was primarily due to nondeductible goodwill written off as a result of divestitures and a decrease in the deduction for excess tax benefits. The Company recognized an income tax expense of $8.1 million attributable to nondeductible goodwill written off as a result of divestitures, or a 2.3% increase to the effective tax rate. Additionally, the Company recognized a decrease in the excess tax benefit related to stock-based compensation of $2.3 million , or a 2.3% increase to the effective tax rate. These increases were offset by a 0.8% decrease in the impact of permanent differences on the effective rate. The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections, including changes due to the impact of the COVID-19 pandemic, could result in significant adjustments to quarterly income tax expense in future periods. As discussed in Note 2—Liquidity, the business disruption caused by COVID-19 . The Company considered the COVID-19 disruption in its ability to realize deferred tax assets in the future and determined that such conditions did not change its overall valuation allowance positions. The U.S. signed into law on March 27, 2020 the CARES Act which includes various income tax provisions to help stabilize U.S. businesses. The CARES Act includes provisions to ease the limitation on deductible interest expense for 2019 and 2020 and enhance the utilization of net operating losses generated in tax years 2018-2020. The Company is currently evaluating the tax implications resulting from the CARES Act and continues to monitor any new legislation passed in response to COVID-19 to measure the federal and state effects where it has an income tax presence. |
FCC Regulatory Matters
FCC Regulatory Matters | 6 Months Ended |
Jun. 30, 2020 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | Note 14: FCC Regulatory Matters Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general. The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operation, which must be completed by July 2021. Media Ownership The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.” In August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the local television ownership rule and radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the dual network rule, (5) made television JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between commercial television stations and required public disclosure of those SSAs (while not considering them attributable). The 2016 Ownership Order reinstated a previously adopted rule that attributed another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a JSA. Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under those JSAs until September 30, 2025. Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November 16, 2017, the FCC adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible (the “eight voices test”), (3) retained the general prohibition on common ownership of two “top four” stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) denied a mandamus petition which had sought to stay their effectiveness. On September 23, 2019, however, the Third Circuit issued an opinion vacating the Reconsideration Order on the ground that the FCC had failed to adequately analyze the effect of the Reconsideration Order’s deregulatory rule changes on minority and woman ownership of broadcast stations. The Third Circuit later denied petitions for en banc In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking. Among other things, the FCC seeks comment on all aspects of the local television ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest. Comments and reply comments in the 2018 quadrennial review were filed in the second quarter of 2019. As of June 30, 2020, the proceeding remains open. The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39% on a nationwide basis. Historically, the FCC has counted the ownership of a UHF station as reaching only 50% of a market’s percentage of total national audience. On August 24, 2016, the FCC adopted a Report and Order abolishing this “UHF discount,” and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount, which became effective again on June 15, 2017. A federal court of appeals dismissed a petition for review of the discount’s reinstatement in July 2018. In December 2017, the FCC initiated a comprehensive rulemaking to evaluate the UHF discount together with the national ownership limit. Comments and reply comments were filed in 2018, and the proceeding remains open. Nexstar is in compliance with the 39% national cap limitation as calculated employing the UHF discount. Spectrum The FCC has repurposed a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal legislation enacted in 2012, the FCC conducted an incentive auction in 2016-2017 for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. Television stations that did not relinquish their spectrum were “repacked” into the frequency band still remaining for television broadcast use. Ten of Nexstar’s stations and one station owned by Vaughan, a consolidated VIE, accepted bids to relinquish their spectrum. On July 21, 2017, the Company received $478.6 million of gross proceeds from the FCC related to the incentive auction. These were recorded as liability to surrender spectrum asset pending the relinquishment of spectrum assets or conversion from UHF to VHF. Of the 11 total stations that accepted bids, one station went off the air in November 2017. The associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized in the fourth quarter of 2017. The station that went off the air did not have a significant impact on the Company’s financial results because it was located in a remote rural area of the country and the Company has other stations which serve the same area. Of the remaining ten stations, eight ceased broadcasting on their previous channels and implemented channel sharing agreements. As a result, the associated spectrum asset and liability to surrender spectrum, both amounting to $314.1 million, were derecognized in the second quarter of 2018. Of the two remaining stations, one moved to a VHF channel in 2019 and vacated its former channel. As such, the associated spectrum asset and liability to surrender spectrum, both amounting to $52.0 million, were derecognized in 2019. The remaining station moved to a VHF channel in April 2020 and vacated its former channel. As such, the associated spectrum asset of $67.2 million and liability to surrender spectrum of $78.0 million, were derecognized in the second quarter of 2020, resulting in a non-cash gain on relinquishment of spectrum of $10.8 million. The majority of the Company’s television stations did not accept bids to relinquish their television channels. Of those stations, 61 full power stations owned by Nexstar and 17 full power stations owned by VIEs were assigned to new channels in the reduced post-auction television band. These “repacked” stations have commenced operation on their new assigned channels and have ceased operating on their former channels. Congress has allocated up to an industry-wide total of $2.75 billion to reimburse television broadcasters, multichannel video programming distributors (“MVPDs”) and other parties for costs reasonably incurred due to the repack. These funds are not available to reimburse repacking costs for stations which are surrendering their spectrum and entering into channel sharing relationships. Broadcasters, MVPDs and other parties have submitted to the FCC estimates of their reimbursable costs, followed by subsequent requests for reimbursement of those costs. As of December 6, 2019, verified cost estimates were approximately $1.95 billion, with 79 percent of the repack complete and reimbursements still to be made to certain low power television and FM radio stations affected by the repack. As of July 13, 2020, the designated FCC deadline for repacked stations to cease operating on their former channel assignments, the FCC reported that over 99 percent of those stations had done so. This includes all repacked stations owned by Nexstar and its VIEs, although the Company will continue to incur costs to convert certain stations from interim to permanent facilities on their new channels. During the three and six months ended June 30, 2020, the Company spent a total of $13.0 million and $29.9 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2019, the Company spent a total of $22.6 million and $36.4 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2020, the Company received $25.7 million and $38.5 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2019, the Company received $19.4 million and $33.6 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Consolidated Statements of Operations. The Company cannot yet determine if the FCC will be able to fully reimburse its repacking costs as this is dependent on certain factors, including the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to the Company and whether the FCC will have available funds to reimburse the Company for additional repacking costs that it previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters, MVPDs and other parties that are also seeking reimbursements. The reallocation of television spectrum to broadband use may be to the detriment of the Company’s investment in digital facilities, could require substantial additional investment to continue current operations, and may require viewers to invest in additional equipment or subscription services to continue receiving broadcast television signals. The Company cannot fully predict the impact of the incentive auction and subsequent repack on its business. Exclusivity/Retransmission Consent On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking which among other things asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations in certain circumstances. In March 2014, the FCC adopted a further notice of proposed rulemaking which sought additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals or the impact of these proposals if they are adopted. On December 5, 2014, federal legislation directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.” The FCC commenced this proceeding in September 2015 and comments and reply comments were submitted. In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. However, the proceeding remains open. Further, online video distributors (“OVDs”) have begun streaming broadcast programming over the Internet. In September 2014, the U.S. Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate copyright holders’ exclusive right to perform their works publicly as provided under the Copyright Act. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs. Comments and reply comments were filed in 2015. Although the FCC has not classified OVDs as MVPDs to date, several OVDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15: Commitments and Contingencies Guarantees of Mission and Shield Debt Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission and Shield senior secured credit facilities. In the event that Mission or Shield is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under these guarantees would be generally limited to the borrowings outstanding. As of June 30, 2020, Mission had a maximum commitment of $228.1 million under its senior secured credit facility, of which $225.1 million principal balance of debt was outstanding. As of the same date, Shield had also used all of its commitment and had outstanding principal debt obligations of $21.2 million. Based on the terms of the credit agreements, Mission’s outstanding debt is due January 2024, and Shield’s outstanding debt is due October 2023. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third-party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation — On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the DOJ regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. That motion is currently pending. Nexstar and Tribune deny the allegations against them and will defend their advertising practices. Marshall Litigation— On April 3, 2019, Marshall filed a lawsuit against Nexstar in the Supreme Court of the State of New York (the “New York litigation”). The lawsuit initially asserted nine causes of action, five of which were subsequently dismissed by the Supreme Court (the Court’s order dismissing those five claims is currently on appeal), and one of which was withdrawn by Marshall. The remaining causes of action allege: (i) breach of the SSAs between Nexstar and Marshall; (ii) breach of the guaranty agreement between Nexstar and Marshall’s lenders; and (iii) conversion of certain retransmission fees collected by Nexstar on Marshall’s behalf. Marshall is seeking monetary and punitive damages, in addition to attorneys’ fees. Nexstar denies these allegations and intends to defend itself vigorously. On November 20, 2019, Nexstar filed counterclaims against Marshall and Pluria Marshall, in his individual capacity, alleging breach of the SSAs, unjust enrichment, and fraudulent conveyance. Nexstar seeks payment of the outstanding amount due under the SSAs as compensatory damages, punitive damages for the alleged fraudulent conveyances, and attorneys’ fees and costs. The parties have agreed to stay the New York litigation in the trial court until September 30, 2020 and have petitioned the Appellate Division to extend the deadline to perfect the related appeal until September 24, 2020. On March 31, 2020, Marshall filed a bankruptcy adversary proceeding against Nexstar in the Southern District of Texas. This lawsuit arises in the context of the Marshall chapter 11 case and asserts many of the same causes of action that Marshall brought in the New York litigation, as well as turnover and fraudulent transfer claims. Marshall seeks monetary damages, punitive damages, and equitable relief, in addition to attorneys’ fees. Nexstar denies these allegations and intends to defend itself vigorously. Marshall filed a motion for partial summary judgment on its turnover claim. Nexstar moved for abstention, and in the alternative for dismissal and summary judgment, including a cross motion for summary judgment on Marshall’s turnover claim. On July 6, 2020, the bankruptcy court denied both parties’ partial motions for summary judgment on Marshall’s turnover claim. Nexstar’s motion otherwise remains pending, and oral argument on the remaining aspects of Nexstar’s motion is expected in August 2020. In connection with Nexstar’s merger with Tribune on September 19, 2019 , Nexstar assumed contingencies from certain legal proceedings, as follows: Tribune Chapter 11 Reorganization and Confirmation Order Appeals — On December 8, 2008 (the “Petition Date”), Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). The Bankruptcy Court has entered final decrees that have collectively closed 108 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al. Notices of appeal of the Bankruptcy Court’s order confirming the Plan (the “Confirmation Order”) were filed by (i) Aurelius Capital Management, LP, on behalf of its managed entities that were holders of the Predecessor’s senior notes and Exchangeable Subordinated Debentures due 2029 (“PHONES”); (ii) Law Debenture Trust Company of New York (n/k/a Delaware Trust Company) (“Delaware Trust Company”) and Deutsche Bank Trust Company Americas (“Deutsche Bank”), each successor trustees under the respective indentures for the Predecessor’s senior notes; (iii) Wilmington Trust Company, as successor indenture trustee for the PHONES; and (iv) EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”). The appellants sought, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court embodied in the Plan, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions (as defined below) consummated by the Debtors, the Tribune employee stock ownership plan, the Zell Entity and Samuel Zell in 2007. Each of the Confirmation Order appeals has been dismissed or otherwise resolved by a final order, with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the Plan. Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the Third Circuit (the “Third Circuit”) on August 27, 2018. That appeal remains pending before the Third Circuit. If the remaining appellants succeed on their appeals, Tribune’s financial condition may be adversely affected. As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Amounts and payment terms for these claims, if applicable, were established in the Plan. The Plan requires Tribune to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of June 30, 2020, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $16.6 million and are estimated to be sufficient to satisfy such obligations. As of June 30, 2020, all but 296 proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise satisfied. The majority of the remaining proofs of claim were filed by certain of Tribune’s former directors and officers, asserting indemnity and other related claims against Tribune for claims brought against them in lawsuits arising from the cancellation of all issued and outstanding shares of Tribune common stock as of December 20, 2007 and with Tribune becoming wholly-owned by the Tribune Company employee stock ownership plan (the “Leveraged ESOP Transactions”). Those lawsuits were brought in multidistrict litigation (“MDL”) before the U.S. District Court for the Southern District of New York in proceedings captioned In re Tribune Co. Fraudulent Conveyance Litigation The Debtors are continuing to evaluate the remaining proofs of claim. The ultimate amounts to be paid in resolutions of the remaining proofs of claim, including indemnity claims, continue to be subject to uncertainty. If the aggregate allowed amount of the remaining claims exceeds the restricted cash and cash equivalents held for satisfying such claims, Tribune would be required to satisfy the allowed claims from its cash on hand from operations. Reorganization Items, Net —Reorganization items, net are included in the “Other expenses, net” in the Company’s unaudited Condensed Consolidated Statements of Operations and primarily include professional advisory fees and other costs related to the resolution of unresolved claims. Such amounts were not significant during the three and six months ended June 30, 2020. The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2020 and potentially in future periods. Termination of Tribune and Sinclair Merger Agreement —On August 9, 2018, Tribune provided notification to Sinclair Broadcast Group, Inc. (“Sinclair”) that it terminated, effective immediately, the Agreement and Plan of Merger, dated May 8, 2017, with Sinclair, which provided for the acquisition by Sinclair of all of the outstanding shares of Tribune’s common stock. Additionally, on August 9, 2018, Tribune filed a complaint in the Delaware Court of Chancery against Sinclair, alleging that Sinclair willfully and materially breached its obligations under the merger agreement. The lawsuit sought damages for all losses incurred as a result of Sinclair’s breach of contract under the merger agreement. On January 27, 2020, Nexstar and Sinclair agreed to settle the outstanding lawsuit between Tribune and Sinclair in connection with their terminated merger agreement. Tribune was acquired by Nexstar in September 2019. Sinclair concerning the terminated Tribune/Sinclair merger, and will release each other from any current and future claims relating to the terminated merger. Neither party has admitted any liability or wrongdoing in connection with the terminated merger. As such, both parties have settled the lawsuit to avoid the costs, distraction, and uncertainties of continued litigation. As part of the resolution, Sinclair has agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary conditions. (See Note 17 for additional information) Sinclair has also sold to Nexstar certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $18.0 million in cash. Nexstar and Sinclair have also modified an existing agreement regarding carriage of certain of Sinclair’s digital networks by stations acquired by Nexstar in connection with the Tribune acquisition. Finally, on January 28, 2020, Sinclair made a $98.0 million cash payment to Nexstar. Chicago Cubs Transactions— On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95% and Tribune owned 5% of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code (“IRC”) and related regulations On June 28, 2016, the IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS has proposed a $182.0 million tax and a $73.0 million gross valuation misstatement penalty. In addition, after-tax interest on the aforementioned proposed tax and penalty through June 30, 2020 would be approximately $112.0 million. During the third quarter of 2016, Tribune filed a petition in the U.S. Tax Court (the “Tax Court”) to contest the IRS’s determination. A bench trial in the Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Company has completed the Tax Court briefing process and expects an opinion on the merit to be issued in the second half of 2020. The Tax Court issued an opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until the tax issue has been resolved by the Tax Court. If Tribune prevails on the tax issue, then there would be no penalty to litigate. On January 22, 2019, Tribune sold its 5% membership interest in CEV LLC and paid the federal and state taxes due on the deferred gain and the gain on sale of its ownership of CEV LLC through its regular tax reporting process. The sale of Tribune’s ownership interest in CEV LLC has no impact on Tribune’s ongoing dispute with the IRS. On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar pursuant to the Merger Agreement. Nexstar continues to disagree with the IRS’s position that the Chicago Cubs Transactions generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $147.0 million of tax payments prior to its merger with Nexstar . In addition, if the IRS prevails with its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy. Tribune no longer owns any portion of CEV LLC. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Data | Note 16: Segment Data The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes (i) television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) digital multicast network services, (iii) WGN America, a national general entertainment cable network, and (iv) WGN-AM, a Chicago radio station. The other activities of the Company include (i) corporate functions, (ii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iii) digital businesses and (iv) eliminations. Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 891,459 $ 23,174 $ 914,633 Depreciation 30,316 5,454 35,770 Amortization of intangible assets 68,605 907 69,512 Income (loss) from operations 218,393 (22,140 ) 196,253 Six Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 1,965,475 $ 40,980 $ 2,006,455 Depreciation 60,091 11,085 71,176 Amortization of intangible assets 138,026 2,069 140,095 Income (loss) from operations 581,420 (80,152 ) 501,268 Three Months Ended June 30, 2019 Broadcast Other Consolidated Net revenue $ 621,895 $ 27,117 $ 649,012 Depreciation 25,422 2,668 28,090 Amortization of intangible assets 30,770 5,587 36,357 Income (loss) from operations 192,093 (42,149 ) 149,944 Six Months Ended June 30, 2019 Broadcast Other Consolidated Net revenue $ 1,221,078 $ 54,581 $ 1,275,659 Depreciation 49,049 6,478 55,527 Amortization of intangible assets 61,615 11,480 73,095 Income (loss) from operations 360,593 (83,575 ) 277,018 As of June 30, 2020 Broadcast Other Consolidated Goodwill $ 2,880,675 $ - $ 2,880,675 Assets 12,108,589 1,431,467 13,540,056 As of December 31, 2019 Broadcast Other Consolidated Goodwill $ 2,996,875 $ - $ 2,996,875 Assets 12,918,966 1,070,771 13,989,737 The following tables present the disaggregation of the Company’s revenue for the periods presented (in thousands): Three Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 298,203 $ 37 $ 298,240 Political 21,566 - 21,566 Retransmission compensation 534,652 1,892 536,544 Digital 27,134 19,527 46,661 Other 6,945 1,718 8,663 Trade revenue 2,959 - 2,959 Total revenue $ 891,459 $ 23,174 $ 914,633 Six Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 715,581 $ 38 $ 715,619 Political advertising 76,907 - 76,907 Distribution revenue 1,084,368 1,892 1,086,260 Digital 67,461 35,640 103,101 Other 15,405 3,410 18,815 Trade revenue 5,753 - 5,753 Total revenue $ 1,965,475 $ 40,980 $ 2,006,455 Three Months Ended June 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 267,611 $ - $ 267,611 Political Advertising 3,157 - 3,157 Retransmission compensation 314,268 - 314,268 Digital 29,135 27,102 56,237 Other 3,610 15 3,625 Trade revenue 4,114 - 4,114 Total revenue $ 621,895 $ 27,117 $ 649,012 Six Months Ended June 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 519,455 $ - $ 519,455 Political advertising 4,464 - 4,464 Distribution revenue 628,242 - 628,242 Digital 54,521 54,551 109,072 Other 7,459 30 7,489 Trade revenue 6,937 - 6,937 Total revenue $ 1,221,078 $ 54,581 $ 1,275,659 The Company is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations and interactive community websites and digital media services in medium-sized markets in the United States. Advertising revenue (core, political and digital) is positively affected by national and regional political campaigns, and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur, and advertising is aired during the Olympic Games. The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of WGN America. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17: Subsequent Events On July 8, 2020, Nexstar assigned to Mission its option to purchase the CW affiliate WPIX in the New York, NY market from Scripps. On the same date, Mission notified Scripps of its exercise of the option for a purchase price of $75.0 million, subject to customary adjustments, plus accrued interest in accordance with the option agreement. Mission expects to fund this acquisition through new borrowing that is also expected to be guaranteed by Nexstar. The proposed acquisition is pending the execution of a purchase agreement and is also subject to FCC approval and other customary conditions and Mission expects it to close at the end of 2020. This acquisition will allow the Company entrance into this market. Nexstar previously acquired WPIX through a merger with Tribune but simultaneously sold the station to Scripps on September 19, 2019. Under Nexstar’s sale agreement with Scripps, Nexstar was granted an assignable option to purchase the station. On July 15, 2020, Nexstar entered into a definitive agreement to acquire the assets of WDKY-TV, the Fox affiliate in the Lexington, KY market, from Sinclair for $18.0 million in cash, subject to working capital adjustments. The purchase price is expected to be funded through cash on hand. The proposed acquisition is subject to FCC approval and other customary conditions and Nexstar expects it to close at the end of 2020. This acquisition will allow Nexstar entrance into this market. On July 24, 2020 $ 0.56 August 21, 2020 August 7, 2020 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company”. Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar Media Group, Inc. stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2020 December 31, 2019 Current assets $ 9,963 $ 9,837 Property and equipment, net 19,554 19,586 Goodwill 102,447 102,447 FCC licenses 138,482 138,482 Network affiliation agreements, net 52,971 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 5,922 6,818 Total assets $ 329,339 $ 332,570 Current liabilities $ 16,945 $ 19,653 Noncurrent liabilities 39,930 42,012 Total liabilities $ 56,875 $ 61,665 |
Liquidity | Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control, for instance, uncertainties surrounding the business outlook caused by Coronavirus Disease 2019 (“COVID-19”). In December 2019, COVID-19 was reported and has spread globally, including to every state in the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared a national emergency with respect to COVID-19. COVID-19 has created and may continue to create significant uncertainty in global financial markets, which may reduce demand for the Company’s advertising, retransmission, and digital services, impact the productivity of its workforce, reduce its access to capital, and harm its business and results of operations. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. This was followed by a significant improvement in the Company’s financial results in the remaining part of the second quarter in 2020 as certain areas throughout the United States permitted the re-opening of non-essential businesses. As of June 30, 2020, the Company remained profitable. Its current year results were also higher than prior year results primarily due to contribution from the acquisition of Tribune Media Company (“Tribune”) in September 2019. Overall, the disruptions from COVID-19 did not have a material impact on the Company’s liquidity . As of June 30, 2020, the Company’s unrestricted cash on hand amounted to $664.6 million and the Company had a positive working capital of $720.5 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of June 30, 2020, the Company was in compliance with its financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand and has availability to access additional cash up to $139.7 million and $3.0 million under the respective Nexstar and Mission revolving credit facilities (with a maturity date of October 2023) to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. The Company also believes its leverage is well positioned to withstand the current challenges as the nearest maturity of its outstanding debt will not occur until October 2023. |
Interim Financial Statements | Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2019. The balance sheet as of December 31, 2019 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
Variable Interest Entities | Variable Interest Entities The Company may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which Nexstar is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantees of the obligations incurred under certain VIEs’ senior secured credit facilities (see Note 9), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each such VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2020 with its consolidated VIEs: Service Agreements Owner Full Power Stations TBA Only Mission Broadcasting, Inc. ("Mission") WFXP, KHMT and KFQX LMA Only WNAC, LLC WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) KNVA SSA & JSA Mission KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY White Knight Broadcasting (“White Knight”) WVLA, KFXK, KSHV Shield Media, LLC (“Shield”) WXXA and WLAJ Vaughan Media, LLC (“Vaughan”) WBDT, WYTV and KTKA SSA Only Tamer Media, LLC (“Tamer”) KWBQ, KASY and KRWB Nexstar’s ability to receive cash from its VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 8,556 $ 12,944 Accounts receivable, net 18,204 17,995 Prepaid expenses and other current assets 1,632 1,921 Total current assets 28,392 32,860 Property and equipment, net 42,212 42,308 Goodwill 135,634 135,634 FCC licenses 138,482 138,482 Network affiliation agreements, net 63,574 66,679 Other intangible assets, net 430 513 Other noncurrent assets, net 60,182 12,749 Total assets $ 468,906 $ 429,225 Current liabilities: Current portion of debt $ 3,663 $ 3,433 Interest payable 486 834 Other current liabilities 16,945 19,653 Total current liabilities 21,094 23,920 Debt 239,645 241,190 Deferred tax liabilities 22,531 22,505 Other noncurrent liabilities 17,399 19,507 Total liabilities $ 300,669 $ 307,122 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2020. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. On December 1, 2014, Nexstar met the accounting criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of (i) local service agreements Nexstar ha d with the Marshall stations (JSAs and SSAs) as of th at date , (ii) Nexstar’s guarantee as of that date of the obligations incurred under Marshall’s senior secured credit facility, and (iii) Nexstar having power as of that date over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall station s , and the production of the Marshall stations ’ news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on December 1, 2014 . I n December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar evaluated its remaining business arrangements with Marshall and determined that it still has a variable interest in the entity. The services under the SSAs are still active and Mission, a VIE that is consolidated by Nexstar, is a lender of Marshall. However, Nexstar also determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer meets the accounting criteria for a controlling financial interest in Marshall due to the bankruptcy court taking control of Marshall’s significant financial affairs. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. Accordingly, the operating results and cash flows of Marshall for the three and six months ended June 30 , 2020 were excluded and the operating results and cash flows of Marshall for the three and six months ended June 30 , 2019 were included in the accompanying Condensed Consolidated Statements of Operations a nd Consolidated Statements of Cash Flows. The assets and liabilities of Marshall as of June 30 , 2020 and December 31, 2019 were excluded in the accompanying Condensed Consolidated Balance Sheets. On March 30, 2020, Mission entered into an asset purchase agreement to acquire certain assets of the three television stations currently owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Davenport, Iowa market. The purchase price for the acquisition is approximately $49.0 million, which will be applied against Marshall’s existing loans payable to Mission on a dollar-for-dollar basis. The purchase price is subject to customary adjustments. The proposed acquisition was approved by the Bankruptcy Court for the Southern District of Texas but is also subject to FCC and other customary approvals and is expected to close in 2020 |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 45,267 46,090 45,483 45,938 Dilutive effect of equity incentive plan instruments 1,582 1,881 1,748 1,940 Weighted average shares outstanding - diluted 46,849 47,971 47,231 47,878 During the three months ended June 30, 2020, there were 387,000 stock options and restricted stock units that were anti-dilutive, and none during the three months ended June 30, 2019. For the six months ended June 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 193,000 shares and 15,000 shares of Class A common stock, respectively, were excluded from the computation of diluted earnings per share because their impact would have been anti-dilutive. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In April 2019, the Financial Accounting Standards Board ( FASB) issued Accounting Standards Update ( ASU) 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ASU 2017-12, the improvements in ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. The Company adopted this guidance concurrent with our adoption of ASU 2016-13 effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures and no cumulative-effect adjustment was required. In March 2019, the FASB issued ASU 2019-02, “Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350).” The standard requires production costs of episodic television series to be capitalized as incurred, which aligns the guidance with the accounting for production costs of films. The guidance also provides that capitalized costs associated with films and license agreements will be tested for impairment based on the lower of unamortized cost or fair value, as opposed to the existing guidance where the impairment test is based on estimated net realizable value, and also includes additional disclosure requirements. The standard should be applied prospectively. The Company adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.” The standard provides guidance for determining whether a decision-making fee is a variable interest and requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). The Company adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures . In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820),” In August 2018, the FASB issued ASU 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20),” which removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The standards are effective for fiscal years ending after December 15, 2020, and early adoption is permitted. The updated standard should be applied on a retrospective basis. The Company early adopted this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326),” During the three and six months ended June 30, 2020, in connection with the Company’s estimate of allowance for doubtful accounts, due to the expected loss from future payments as a result of economic uncertainty arising from the negative effects which the COVID-19 pandemic has had on the United States economy and financial markets, the Company recorded bad debt expense of $8.6 million and $10.4 million, respectively, and increased the allowance for doubtful accounts to $27.0 million in its Condensed Consolidated Financial Statements. New Accounting Standards Not Yet Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the does not expect the standard to have a material impact . In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) , which In January 2020, FASB issued ASU 2020-01, “ Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments in ASU 2020-01 are effective for all entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. does not expect the standard to have a material impact . In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”), |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 45,267 46,090 45,483 45,938 Dilutive effect of equity incentive plan instruments 1,582 1,881 1,748 1,940 Weighted average shares outstanding - diluted 46,849 47,971 47,231 47,878 |
Non Guarantor VIEs [Member] | |
Consolidated VIEs | The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2020 December 31, 2019 Current assets $ 9,963 $ 9,837 Property and equipment, net 19,554 19,586 Goodwill 102,447 102,447 FCC licenses 138,482 138,482 Network affiliation agreements, net 52,971 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 5,922 6,818 Total assets $ 329,339 $ 332,570 Current liabilities $ 16,945 $ 19,653 Noncurrent liabilities 39,930 42,012 Total liabilities $ 56,875 $ 61,665 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 8,556 $ 12,944 Accounts receivable, net 18,204 17,995 Prepaid expenses and other current assets 1,632 1,921 Total current assets 28,392 32,860 Property and equipment, net 42,212 42,308 Goodwill 135,634 135,634 FCC licenses 138,482 138,482 Network affiliation agreements, net 63,574 66,679 Other intangible assets, net 430 513 Other noncurrent assets, net 60,182 12,749 Total assets $ 468,906 $ 429,225 Current liabilities: Current portion of debt $ 3,663 $ 3,433 Interest payable 486 834 Other current liabilities 16,945 19,653 Total current liabilities 21,094 23,920 Debt 239,645 241,190 Deferred tax liabilities 22,531 22,505 Other noncurrent liabilities 17,399 19,507 Total liabilities $ 300,669 $ 307,122 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Fair Values of Assets Acquired, Liabilities Assumed | Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the KGBT, WJZY, and WMYT acquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 261 Broadcast rights 3,693 Property and equipment 18,806 FCC licenses 15,917 Network affiliation agreements 18,479 Goodwill 4,340 Other intangible assets 5,458 Other noncurrent assets 95 Total assets acquired 67,049 Less: Broadcast rights payable (3,691 ) Accrued expenses and other current liabilities (145 ) Net assets acquired $ 63,213 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2020 December 31, 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,065,097 $ (781,014 ) $ 2,284,083 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 962,101 (278,285 ) 683,816 961,350 (233,996 ) 727,354 Other intangible assets $ 4,027,198 $ (1,059,299 ) $ 2,967,899 $ 4,185,256 $ (925,636 ) $ 3,259,620 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for the remainder of 2020, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2020 (in thousands): Remainder of 2020 $ 136,883 2021 267,259 2022 264,914 2023 262,194 2024 260,714 Thereafter 1,775,935 $ 2,967,899 |
Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets | The amounts recorded to 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, 2019 $ 3,129,169 $ (132,294 ) $ 2,996,875 $ 2,968,875 $ (47,410 ) $ 2,921,465 Current year acquisitions (See Note 3) 4,340 - 4,340 15,917 - 15,917 Current year divestitures (See Note 3) (48,429 ) - (48,429 ) (104,308 ) - (104,308 ) Measurement period adjustments related to Nexstar and Tribune merger (72,111 ) - (72,111 ) - - - Balances as of June 30, 2020 $ 3,012,969 $ (132,294 ) $ 2,880,675 $ 2,880,484 $ (47,410 ) $ 2,833,074 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | |
Schedule of Assets Held for Sale | Assets held for sale in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in thousands): June 30, 2020 December 31, 2019 Real estate $ 4,524 $ 240,524 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investment | Investments consisted of the following (in thousands): June 30, 2020 December 31, 2019 Equity method investments $ 1,302,329 $ 1,471,866 Other equity investments 5,275 5,487 Total investments $ 1,307,604 $ 1,477,353 |
Summary of Income (Loss) on Equity Investments, Net | Income (loss) on equity investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Income (loss) on equity investments, net, before amortization of basis difference $ 48,272 $ (552 ) $ 99,369 $ (940 ) Amortization of basis difference (36,940 ) (113 ) (73,879 ) (216 ) Income (loss) on equity investments, net $ 11,332 $ (665 ) $ 25,490 $ (1,156 ) |
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Net revenue $ 307,192 $ 627,539 Costs and expenses 152,969 311,604 Income from operations 154,223 315,935 Net income 155,986 321,414 Net income attributable to Nexstar Media Group, Inc. 48,814 100,583 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2020 December 31, 2019 Broadcast rights payable $ 110,680 $ 120,165 Compensation and related taxes 78,594 88,372 Interest payable 77,379 88,600 Network affiliation fees 55,294 62,901 Other 118,152 181,765 $ 440,099 $ 541,803 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit Cost (Credit) | The following table s provide the components of net periodic benefit cost (credit) for the Company’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 2020 Service cost $ - $ - $ 5 $ - $ 248 $ - Interest cost 2,925 3,875 138 200 13,374 33 Expected return on plan assets (4,925 ) (5,475 ) - - (22,341 ) - Amortization of prior service costs - - (13 ) - - - Amortization of net loss - - 43 - - - Net periodic benefit cost (credit) $ (2,000 ) $ (1,600 ) $ 173 $ 200 $ (8,719 ) $ 33 Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 2020 Service cost $ - $ - $ 10 $ - $ 496 $ - Interest cost 5,850 7,750 276 400 26,748 66 Expected return on plan assets (9,850 ) (10,950 ) - - (44,682 ) - Amortization of prior service costs - - (26 ) - - - Amortization of net loss - - 86 - - - Net periodic benefit cost (credit) $ (4,000 ) $ (3,200 ) $ 346 $ 400 $ (17,438 ) $ 66 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2020 December 31, 2019 Term loans $ 5,444,386 $ 5,914,703 5.625% Notes due 2024 900,000 900,000 5.625% Notes due 2027 1,785,000 1,785,000 Total outstanding principal 8,129,386 8,599,703 Less: unamortized financing costs and discount - Term Loans (88,695 ) (104,281 ) Less: unamortized financing costs and discount - 5.625% Notes due 2024 (8,995 ) (9,955 ) Add: unamortized premium, net of financing costs - 5.625% Notes due 2027 6,372 7,121 Total outstanding debt 8,038,068 8,492,588 Less: current portion (60,491 ) (109,310 ) Long-term debt, net of current portion $ 7,977,577 $ 8,383,278 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Balance Sheet Classification June 30, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 227,010 $ 235,285 Current lease liabilities Other current liabilities $ 34,845 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 177,984 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $2,983 as of June 30, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 8,007 $ 8,138 Current lease liabilities Other current liabilities $ 972 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,670 $ 15,177 Weighted Average Remaining Lease Term Operating leases 7.0 years 7.4 years Finance leases 11.1 years 11.6 years Weighted Average Discount Rate Operating leases 5.2 % 5.3 % Finance leases 5.7 % 5.7 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 23,537 $ 11,232 Operating cash flows from finance leases 454 478 Financing cash flows from finance leases 434 404 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2020 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2020 $ 22,778 $ 907 2021 42,151 1,843 2022 39,278 1,803 2023 36,052 1,818 2024 33,386 1,833 Thereafter 83,430 13,364 Total future minimum lease payments 257,075 21,568 Less: imputed interest (44,246 ) (5,926 ) Total $ 212,829 $ 15,642 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis | Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): June 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 5,355,691 $ 5,151,202 $ 5,810,422 $ 5,915,451 5.625% Senior unsecured notes due 2024 (2) 891,005 900,000 890,045 938,250 5.625% Senior unsecured notes due 2027 (2) 1,791,372 1,767,150 1,792,121 1,883,175 (1) (2) |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 891,459 $ 23,174 $ 914,633 Depreciation 30,316 5,454 35,770 Amortization of intangible assets 68,605 907 69,512 Income (loss) from operations 218,393 (22,140 ) 196,253 Six Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 1,965,475 $ 40,980 $ 2,006,455 Depreciation 60,091 11,085 71,176 Amortization of intangible assets 138,026 2,069 140,095 Income (loss) from operations 581,420 (80,152 ) 501,268 Three Months Ended June 30, 2019 Broadcast Other Consolidated Net revenue $ 621,895 $ 27,117 $ 649,012 Depreciation 25,422 2,668 28,090 Amortization of intangible assets 30,770 5,587 36,357 Income (loss) from operations 192,093 (42,149 ) 149,944 Six Months Ended June 30, 2019 Broadcast Other Consolidated Net revenue $ 1,221,078 $ 54,581 $ 1,275,659 Depreciation 49,049 6,478 55,527 Amortization of intangible assets 61,615 11,480 73,095 Income (loss) from operations 360,593 (83,575 ) 277,018 As of June 30, 2020 Broadcast Other Consolidated Goodwill $ 2,880,675 $ - $ 2,880,675 Assets 12,108,589 1,431,467 13,540,056 As of December 31, 2019 Broadcast Other Consolidated Goodwill $ 2,996,875 $ - $ 2,996,875 Assets 12,918,966 1,070,771 13,989,737 |
Summary of Disaggregation of Revenue | The following tables present the disaggregation of the Company’s revenue for the periods presented (in thousands): Three Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 298,203 $ 37 $ 298,240 Political 21,566 - 21,566 Retransmission compensation 534,652 1,892 536,544 Digital 27,134 19,527 46,661 Other 6,945 1,718 8,663 Trade revenue 2,959 - 2,959 Total revenue $ 891,459 $ 23,174 $ 914,633 Six Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 715,581 $ 38 $ 715,619 Political advertising 76,907 - 76,907 Distribution revenue 1,084,368 1,892 1,086,260 Digital 67,461 35,640 103,101 Other 15,405 3,410 18,815 Trade revenue 5,753 - 5,753 Total revenue $ 1,965,475 $ 40,980 $ 2,006,455 Three Months Ended June 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 267,611 $ - $ 267,611 Political Advertising 3,157 - 3,157 Retransmission compensation 314,268 - 314,268 Digital 29,135 27,102 56,237 Other 3,610 15 3,625 Trade revenue 4,114 - 4,114 Total revenue $ 621,895 $ 27,117 $ 649,012 Six Months Ended June 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 519,455 $ - $ 519,455 Political advertising 4,464 - 4,464 Distribution revenue 628,242 - 628,242 Digital 54,521 54,551 109,072 Other 7,459 30 7,489 Trade revenue 6,937 - 6,937 Total revenue $ 1,221,078 $ 54,581 $ 1,275,659 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Jun. 30, 2020TelevisionStationMarketState.RadioStation |
Organization And Business Operations [Line Items] | |
Number of full power television stations owned, operated, programmed or provided sales and other services | 196 |
Number of markets in which the Company's stations broadcast | Market | 114 |
Number of states in which the Company's stations broadcast | State. | 38 |
Number of full power television stations owned or operated by independent third parties | 36 |
Number of AM radio station | RadioStation | 1 |
Percentage of US television household reach | 39.00% |
TV Food Network [Member] | |
Organization And Business Operations [Line Items] | |
Ownership stake | 31.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | ||||
Cash and cash equivalents | $ 664,624 | $ 232,070 | ||
Accounts receivable, net | 762,930 | 883,921 | ||
Prepaid expenses and other current assets | 98,620 | 151,997 | ||
Total current assets | 1,542,784 | 1,351,767 | ||
Property and equipment, net | 1,581,348 | 1,290,428 | ||
Goodwill | 2,880,675 | 2,996,875 | ||
FCC licenses | 2,833,074 | 2,921,465 | ||
Finite lived intangible assets, net | 2,967,899 | 3,259,620 | ||
Other noncurrent assets, net | 422,148 | 451,705 | ||
Total assets | [1] | 13,540,056 | 13,989,737 | |
Current liabilities | 822,329 | 947,557 | ||
Total liabilities | [1] | 11,338,279 | 11,936,244 | |
Current liabilities: | ||||
Current portion of debt | 60,491 | 109,310 | ||
Interest payable | 77,379 | 88,600 | ||
Other current liabilities | 62,336 | 60,243 | ||
Total current liabilities | 822,329 | 947,557 | ||
Debt | 7,977,577 | 8,383,278 | ||
Deferred tax liabilities | 1,698,042 | 1,710,664 | ||
Other noncurrent liabilities | 840,331 | 894,745 | ||
Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 2,284,083 | 2,532,266 | ||
Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 683,816 | 727,354 | ||
Non Guarantor VIEs [Member] | ||||
Current assets: | ||||
Total current assets | 9,963 | 9,837 | ||
Property and equipment, net | 19,554 | 19,586 | ||
Goodwill | 102,447 | 102,447 | ||
FCC licenses | 138,482 | 138,482 | ||
Other noncurrent assets, net | 5,922 | 6,818 | ||
Total assets | 329,339 | 332,570 | ||
Current liabilities | 16,945 | 19,653 | ||
Noncurrent liabilities | 39,930 | 42,012 | ||
Total liabilities | 56,875 | 61,665 | ||
Current liabilities: | ||||
Total current liabilities | 16,945 | 19,653 | ||
Non Guarantor VIEs [Member] | Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 52,971 | 55,378 | ||
Non Guarantor VIEs [Member] | Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | $ 22 | |||
Consolidated VIEs [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 8,556 | $ 12,944 | ||
Accounts receivable, net | 18,204 | 17,995 | ||
Prepaid expenses and other current assets | 1,632 | 1,921 | ||
Total current assets | 28,392 | 32,860 | ||
Property and equipment, net | 42,212 | 42,308 | ||
Goodwill | 135,634 | 135,634 | ||
FCC licenses | 138,482 | 138,482 | ||
Other noncurrent assets, net | 60,182 | 12,749 | ||
Total assets | 468,906 | 429,225 | ||
Current liabilities | 21,094 | 23,920 | ||
Total liabilities | 300,669 | 307,122 | ||
Current liabilities: | ||||
Current portion of debt | 3,663 | 3,433 | ||
Interest payable | 486 | 834 | ||
Other current liabilities | 16,945 | 19,653 | ||
Total current liabilities | 21,094 | 23,920 | ||
Debt | 239,645 | 241,190 | ||
Deferred tax liabilities | 22,531 | 22,505 | ||
Other noncurrent liabilities | 17,399 | 19,507 | ||
Consolidated VIEs [Member] | Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 63,574 | 66,679 | ||
Consolidated VIEs [Member] | Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | $ 430 | $ 513 | ||
[1] | The consolidated total assets as of June 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $329.3 million and $332.6 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $56.9 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Mar. 30, 2020USD ($)TelevisionStation | Jun. 30, 2020USD ($)shares | Jun. 30, 2019shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2019shares | Dec. 31, 2019USD ($) |
Significant Accounting Policies [Line Items] | ||||||
Unrestricted cash on hand | $ 664,624 | $ 664,624 | $ 232,070 | |||
Working capital | $ 720,500 | $ 720,500 | 404,200 | |||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 387,000 | 0 | 193,000 | 15,000 | ||
Bad debt expense | $ 8,600 | $ 10,400 | ||||
Accounts receivable, allowance for doubtful accounts | 27,048 | $ 27,048 | $ 17,205 | |||
Revolving loans [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Line of credit facility, maturity period | 2023-10 | |||||
Nexstar [Member] | Revolving loans [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Available borrowing capacity | 139,700 | $ 139,700 | ||||
Mission [Member] | Marshall Broadcasting Group, Inc [Member] | Asset Purchase Agreement [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of television stations owned | TelevisionStation | 3 | |||||
Purchase price | $ 49,000 | |||||
Mission [Member] | Revolving loans [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Available borrowing capacity | $ 3,000 | $ 3,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||
Weighted average shares outstanding - basic | 45,267 | 46,090 | 45,483 | 45,938 |
Dilutive effect of equity incentive plan instruments | 1,582 | 1,881 | 1,748 | 1,940 |
Weighted average shares outstanding - diluted | 46,849 | 47,971 | 47,231 | 47,878 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - 2020 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Jan. 27, 2020 | Sep. 19, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||
Operating income | $ 196,253 | $ 149,944 | $ 501,268 | $ 277,018 | |||||
Network affiliation agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Network affiliation agreements useful life | 15 years | 15 years | |||||||
Other definite-lived intangible assets [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average estimated useful life of intangible assets | 10 years | ||||||||
Tribune [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Sep. 19, 2019 | ||||||||
KGBT-TV [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment | $ 17,900 | ||||||||
Television Station WJZY [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Mar. 2, 2020 | ||||||||
Television Station WMYT [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition date | Mar. 2, 2020 | ||||||||
Television Station WJZY and WMYT [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payment | $ 45,300 | ||||||||
KGBT, WJZY, and WMYT [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 23,100 | ||||||||
Operating income | $ 7,900 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 02, 2020 | Dec. 31, 2019 |
Assets acquired | |||
Goodwill | $ 2,880,675 | $ 2,996,875 | |
KGBT, WJZY, and WMYT [Member] | |||
Assets acquired | |||
Prepaid expenses and other current assets | $ 261 | ||
Broadcast rights | 3,693 | ||
Property and equipment | 18,806 | ||
FCC licenses | 15,917 | ||
Other intangible assets | 5,458 | ||
Goodwill | 4,340 | ||
Other noncurrent assets | 95 | ||
Total assets acquired | 67,049 | ||
Less: Broadcast rights payable | (3,691) | ||
Accrued expenses and other current liabilities | (145) | ||
Net assets acquired | 63,213 | ||
KGBT, WJZY, and WMYT [Member] | Network affiliation agreements [Member] | |||
Assets acquired | |||
Other intangible assets | $ 18,479 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - 2020 Dispositions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Jan. 14, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||
Gain (Loss) on sale of business | $ (50) | $ 7,025 | ||
Website Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Selling price of entities net of cash sold | $ 12,900 | |||
Cash transferred on sale of entity | 2,400 | |||
Gain (Loss) on sale of business | $ 2,400 | |||
Television Stations KCPQ, KZJO and WITI [Member] | ||||
Business Acquisition [Line Items] | ||||
Gain (Loss) on sale of business | $ 4,700 | |||
Selling price of entities sold | $ 349,900 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - 2019 Merger with Tribune - Additional Information (Details) | Sep. 19, 2019 |
Tribune [Member] | |
Business Acquisition [Line Items] | |
Acquisition date | Sep. 19, 2019 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Future Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Jul. 15, 2020 | Jul. 08, 2020 | Mar. 30, 2020 |
Mission [Member] | Marshall Broadcasting Group, Inc [Member] | Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 49 | ||
Subsequent Event [Member] | Sinclair Broadcast Group, Inc. [Member] | Lexington, KY [Member] | Assets of WDKY-TV [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment | $ 18 | ||
Subsequent Event [Member] | E.W. Scripps Company [Member] | New York [Member] | WPIX [Member] | Option Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 75 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,027,198 | $ 4,185,256 |
Accumulated Amortization | (1,059,299) | (925,636) |
Net | $ 2,967,899 | $ 3,259,620 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,065,097 | $ 3,223,906 |
Accumulated Amortization | (781,014) | (691,640) |
Net | 2,284,083 | 2,532,266 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 962,101 | 961,350 |
Accumulated Amortization | (278,285) | (233,996) |
Net | $ 683,816 | $ 727,354 |
Other definite-lived intangible assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 1 year | 1 year |
Other definite-lived intangible assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 20 years | 20 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2020 | $ 136,883 | |
2021 | 267,259 | |
2022 | 264,914 | |
2023 | 262,194 | |
2024 | 260,714 | |
Thereafter | 1,775,935 | |
Net | $ 2,967,899 | $ 3,259,620 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 3,012,969 | $ 3,129,169 |
Goodwill, Accumulated Impairment | (132,294) | (132,294) |
Goodwill, Net | 2,880,675 | 2,996,875 |
Goodwill Current year acquisitions, Gross | 4,340 | |
Goodwill Current year acquisitions, Net | 4,340 | |
Goodwill Current year divestitures, Gross | (48,429) | |
Goodwill Current year divestitures, Net | (48,429) | |
Measurement period adjustments, Gross | (72,111) | |
Measurement period adjustments, Net | (72,111) | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 2,880,484 | 2,968,875 |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) |
FCC Licenses, Net | 2,833,074 | $ 2,921,465 |
FCC Licenses Current year acquisitions, Gross | 15,917 | |
FCC Licenses Current year acquisitions, Net | 15,917 | |
FCC Licenses Current year divestitures, Gross | (104,308) | |
FCC Licenses Current year divestitures, Net | $ (104,308) |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Consideration received from measurement period adjustment | $ 98 | $ 98 |
Income tax payable | 25 | 25 |
Decrease in goodwill | $ 73 | $ 73 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long Lived Assets Held For Sale [Line Items] | ||
Real estate | $ 4,524 | $ 240,524 |
Real Estate [Member] | ||
Long Lived Assets Held For Sale [Line Items] | ||
Real estate | $ 4,524 | $ 240,524 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jan. 31, 2020 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | ||
Non-depreciable real estate property carrying amount | $ 236 | |
Long lived assets held-for-sale, description | As a result of this development, the property no longer meets the criteria of classifying as held for sale as it is not probable to sell the property within one year. |
Investments - Schedule of Inves
Investments - Schedule of Investment (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Equity method investments | $ 1,302,329 | $ 1,471,866 |
Other equity investments | 5,275 | 5,487 |
Total investments | $ 1,307,604 | $ 1,477,353 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments, book value | $ 1,302,329 | $ 1,302,329 | $ 1,471,866 | |
Cash distributions received | 197,092 | |||
Basis difference related to equity method investment | $ 739,700 | $ 739,700 | ||
Tribune [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Weighted average remaining useful life of assets subjects to amortization of basis difference | 6 years 4 months 24 days | |||
Tribune [Member] | Goodwill [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investment, basis difference amount | $ 500,400 | |||
Tribune [Member] | Amortizable Intangible Assets [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investment, basis difference amount | $ 853,200 | |||
TV Food Network [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Ownership stake | 31.30% | 31.30% | ||
Ownership interest in affiliate of partnership | 68.70% | 68.70% | ||
Equity method investments, book value | $ 1,282,000 | $ 1,282,000 | ||
Cash distributions received | $ 26,700 | $ 197,100 |
Investments - Summary of Income
Investments - Summary of Income (Loss) on Equity Investments, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | ||||
Income (loss) on equity investments, net, before amortization of basis difference | $ 48,272 | $ (552) | $ 99,369 | $ (940) |
Amortization of basis difference | (36,940) | (113) | (73,879) | (216) |
Income (loss) on equity investments, net | $ 11,332 | $ (665) | $ 25,490 | $ (1,156) |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | $ 914,633 | $ 649,012 | $ 2,006,455 | $ 1,275,659 |
Costs and expenses | 718,380 | 499,068 | 1,505,187 | 998,641 |
Income from operations | 196,253 | 149,944 | 501,268 | 277,018 |
Net income | 98,141 | 70,735 | 255,835 | 127,622 |
Net income attributable to Nexstar Media Group, Inc. | 99,595 | $ 68,002 | 256,510 | $ 122,894 |
TV Food Network [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | 307,192 | 627,539 | ||
Costs and expenses | 152,969 | 311,604 | ||
Income from operations | 154,223 | 315,935 | ||
Net income | 155,986 | 321,414 | ||
Net income attributable to Nexstar Media Group, Inc. | $ 48,814 | $ 100,583 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Broadcast rights payable | $ 110,680 | $ 120,165 |
Compensation and related taxes | 78,594 | 88,372 |
Interest payable | 77,379 | 88,600 |
Network affiliation fees | 55,294 | 62,901 |
Other | 118,152 | 181,765 |
Accrued expenses | $ 440,099 | $ 541,803 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Additional Information (Details) $ in Millions | Sep. 19, 2019PensionPlan | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit plans assumed | PensionPlan | 3 | ||
Number of frozen defined benefit plans | PensionPlan | 2 | ||
Defined benefit plan not frozen percent of projected benefit obligation | 2.00% | ||
Other Postretirement Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected contributions | $ 3 | ||
Coronavirus Aid, Relief, and Economic Security | Other Postretirement Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected contributions | 3 | ||
Qualified Pension Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected contributions | 55.3 | ||
Contributions to qualified retirement plan by Company | 5.7 | $ 0 | |
Qualified Pension Plans [Member] | Coronavirus Aid, Relief, and Economic Security | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, expected contributions | $ 49.6 |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Media General [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 2,925 | $ 3,875 | $ 5,850 | $ 7,750 |
Expected return on plan assets | (4,925) | (5,475) | (9,850) | (10,950) |
Net periodic benefit cost (credit) | (2,000) | (1,600) | (4,000) | (3,200) |
Media General [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 10 | ||
Interest cost | 138 | 200 | 276 | 400 |
Amortization of prior service costs | (13) | (26) | ||
Amortization of net loss | 43 | 86 | ||
Net periodic benefit cost (credit) | 173 | $ 200 | 346 | $ 400 |
Tribune [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 248 | 496 | ||
Interest cost | 13,374 | 26,748 | ||
Expected return on plan assets | (22,341) | (44,682) | ||
Net periodic benefit cost (credit) | (8,719) | (17,438) | ||
Tribune [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 33 | 66 | ||
Net periodic benefit cost (credit) | $ 33 | $ 66 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 8,129,386 | $ 8,599,703 |
Total outstanding debt | 8,038,068 | 8,492,588 |
Less: current portion | (60,491) | (109,310) |
Long-term debt, net of current portion | 7,977,577 | 8,383,278 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 5,444,386 | 5,914,703 |
Unamortized financing costs and (discount) premium | (88,695) | (104,281) |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 900,000 | 900,000 |
Unamortized financing costs and (discount) premium | (8,995) | (9,955) |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,785,000 | 1,785,000 |
Unamortized financing costs and (discount) premium | $ 6,372 | $ 7,121 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) - Senior Subordinated Notes [Member] | Jun. 30, 2020 | Dec. 31, 2019 |
5.625 % Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
5.625 % Due 2027 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Mar. 09, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 2,026 | $ 7,477 | $ 3,724 | ||
Senior Secured Credit Facility [Member] | Nexstar [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum consolidated first lien net leverage ratio | 425.00% | ||||
Revolving Loans [Member] | Mission [Member] | |||||
Debt Instrument [Line Items] | |||||
Available borrowing capacity | $ 3,000 | ||||
Revolving Loans [Member] | Nexstar [Member] | |||||
Debt Instrument [Line Items] | |||||
Available borrowing capacity | 139,700 | ||||
Term Loans [Member] | Senior Secured Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Prepayment of principal balance under term loan | $ 200,000 | 230,000 | |||
Loss on extinguishment of debt | 7,500 | ||||
Repayment of debt | $ 40,300 | ||||
5.625 % Due 2024 [Member] | Senior Subordinated Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.625% | 5.625% | |||
5.625 % Due 2027 [Member] | Senior Subordinated Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.625% | 5.625% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 11.6 | $ 5.3 | $ 23.6 | $ 10.8 |
Direct Operating Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | 6 | 3.1 | 12.1 | 6.2 |
Selling General and Administrative Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 5.6 | $ 2.2 | $ 11.5 | $ 4.7 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 1 month | |||
Leases option to extended lease term | 2 years | |||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 94 years | |||
Leases option to extended lease term | 99 years | |||
Leases option to terminate term | 1 year |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating leases | ||
Operating lease right-of-use assets, net | $ 227,010 | $ 235,285 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Current lease liabilities | $ 34,845 | $ 35,043 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 177,984 | $ 185,722 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Finance leases | ||
Finance lease right-of-use assets, net of accumulated depreciation | $ 8,007 | $ 8,138 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Current lease liabilities | $ 972 | $ 900 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 14,670 | $ 15,177 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Weighted Average Remaining Lease Term | ||
Operating leases | 7 years | 7 years 4 months 24 days |
Finance leases | 11 years 1 month 6 days | 11 years 7 months 6 days |
Weighted Average Discount Rate | ||
Operating leases | 5.20% | 5.30% |
Finance leases | 5.70% | 5.70% |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance lease right-of-use-assets, accumulated depreciation | $ 2,983 | $ 2,526 |
Leases - Summary of Supplemen_3
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 23,537 | $ 11,232 |
Operating cash flows from finance leases | 454 | 478 |
Financing cash flows from finance leases | $ 434 | $ 404 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Leases | |
Remainder of 2020 | $ 22,778 |
2021 | 42,151 |
2022 | 39,278 |
2023 | 36,052 |
2024 | 33,386 |
Thereafter | 83,430 |
Total future minimum lease payments | 257,075 |
Less: imputed interest | (44,246) |
Total | 212,829 |
Finance Leases | |
Remainder of 2020 | 907 |
2021 | 1,843 |
2022 | 1,803 |
2023 | 1,818 |
2024 | 1,833 |
Thereafter | 13,364 |
Total future minimum lease payments | 21,568 |
Less: imputed interest | (5,926) |
Total | $ 15,642 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Nonrecurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | |
Notes Payable to Banks [Member] | Term Loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 5,355,691 | $ 5,810,422 |
Notes Payable to Banks [Member] | Term Loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 5,151,202 | 5,915,451 |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 891,005 | 890,045 |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 900,000 | 938,250 |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,791,372 | 1,792,121 |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | $ 1,767,150 | $ 1,883,175 |
[1] | The fair value of senior secured credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. | ||
[2] | The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - Senior Subordinated Notes [Member] | Jun. 30, 2020 | Dec. 31, 2019 |
5.625 % Due 2024 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
5.625 % Due 2027 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
Fair Value, Nonrecurring | 5.625 % Due 2024 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
Fair Value, Nonrecurring | 5.625 % Due 2027 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Apr. 26, 2018 | |
Class Of Stock [Line Items] | ||
Purchase of treasury stock | $ 72,587 | |
Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Authorization of share repurchase | $ 200,000 | |
Authorization of share repurchase, remaining available amount | $ 84,200 | |
Treasury Stock [Member] | ||
Class Of Stock [Line Items] | ||
Purchase of treasury stock, shares | 950,000 | |
Purchase of treasury stock | $ 72,587 | |
Treasury Stock [Member] | Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Purchase of treasury stock | $ 72,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 37,406 | $ 26,646 | $ 101,750 | $ 43,087 |
Effective income tax rates | 27.60% | 27.40% | 28.50% | 25.20% |
Increase in effective income tax rate due to changes in state income taxes and permanent adjustments | 0.20% | |||
Decrease in excess tax benefit related stock-based compensation | $ 2,300 | |||
Increase in effective tax rate on decrease in excess tax benefit related stock-based compensation | 2.30% | |||
Nondeductible goodwill on divestitures | $ 8,100 | |||
Increase in effective tax rate on nondeductible goodwill on divestitures | 2.30% | |||
Increase in effective income tax rate offset by decrease in impact of permanent differences | 0.80% |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Jul. 13, 2020 | Dec. 06, 2019USD ($) | Jul. 21, 2017USD ($) | Apr. 13, 2017USD ($)TelevisionStation | Nov. 30, 2017TelevisionStation | Jun. 30, 2020USD ($)TelevisionStation | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2020USD ($)TelevisionStation | Jun. 30, 2019USD ($) | Mar. 31, 2020TelevisionStation |
FCC Regulatory Matters [Line Items] | ||||||||||||
Number of voices test local television ownership | 8 | 8 | ||||||||||
Maximum percentage of US television household reach | 39.00% | 39.00% | ||||||||||
Percentage reach of ultra high frequency station | 50.00% | 50.00% | ||||||||||
Effective date of reinstating the ultra high frequency discount | Jun. 15, 2017 | |||||||||||
Date of abolishing the UHF discount | Aug. 24, 2016 | |||||||||||
Number of stations owned | 11 | |||||||||||
Number of stations to move to very high frequency channels | 1 | |||||||||||
Number of stations went off the air | 1 | |||||||||||
Number of remaining stations owned before ceased | 10 | 10 | ||||||||||
Number of ceased broadcasting channels | 8 | 8 | ||||||||||
Non-cash gain on relinquishment of spectrum | $ | $ 10,791,000 | $ 10,791,000 | ||||||||||
Maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | 2,750,000,000 | |||||||||||
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ | $ 1,950,000,000 | |||||||||||
Effective rate of reimbursement for repack | 79.00% | |||||||||||
Capital expenditures related to station repack | $ | 13,000,000 | $ 22,600,000 | 29,900,000 | $ 36,400,000 | ||||||||
Reimbursement from the FCC related to station repack | $ | $ 25,716,000 | $ 19,416,000 | $ 38,474,000 | $ 33,603,000 | ||||||||
Minimum [Member] | ||||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||||
Effective rate of reimbursement for repack | 99.00% | |||||||||||
Nexstar [Member] | ||||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||||
Number of full power stations repacked | 61 | 61 | ||||||||||
Consolidated VIEs [Member] | ||||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||||
Number of full power stations repacked | 17 | 17 | ||||||||||
Media General [Member] | ||||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||||
Number of stations owned | 10 | |||||||||||
Number of stations owned | 1 | |||||||||||
Gross proceeds to surrender of spectrum auction | $ | $ 478,600,000 | |||||||||||
Derecognition of spectrum asset to surrender spectrum | $ | $ 52,000,000 | $ 67,200,000 | $ 314,100,000 | $ 34,600,000 | ||||||||
Derecognition of spectrum liability to surrender spectrum | $ | $ 52,000,000 | $ 78,000,000 | $ 314,100,000 | $ 34,600,000 | ||||||||
Non-cash gain on relinquishment of spectrum | $ | $ 10,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jul. 15, 2020USD ($) | Jan. 28, 2020USD ($) | Jan. 27, 2020USD ($) | Jan. 22, 2019USD ($) | Jun. 28, 2016USD ($) | Dec. 31, 2012Proof | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Proof | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 21, 2009 |
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Restricted cash and cash equivalents | $ 16,610 | $ 16,610 | $ 16,608 | ||||||||||
Payment for non-license assets | $ 18,000 | ||||||||||||
Cash payment | $ 98,000 | ||||||||||||
Income tax expense (benefit) | 37,406 | $ 26,646 | 101,750 | $ 43,087 | |||||||||
Chicago Cubs Transactions [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Estimated federal and state income taxes | $ 225,000 | ||||||||||||
Tax payments | $ 147,000 | ||||||||||||
Chicago Cubs Transactions [Member] | IRS [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Income tax expense (benefit) | $ 182,000 | ||||||||||||
Income tax penalties expense | $ 73,000 | $ 112,000 | |||||||||||
Chicago Cubs Transactions [Member] | Northside Entertainment Holdings LLC [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Ownership interest percentage | 95.00% | ||||||||||||
Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Ownership interest percentage | 5.00% | ||||||||||||
Tribune [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Number of proofs of claim filed against debtors | Proof | 7,400 | ||||||||||||
Restricted cash and cash equivalents | 16,600 | $ 16,600 | |||||||||||
Number of proofs of claim against debtors withdrawn | Proof | 296 | ||||||||||||
Tribune [Member] | Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Percentage of membership interest sold | 5.00% | ||||||||||||
Assets of WDKY-TV [Member] | Subsequent Event [Member] | Sinclair Broadcast Group, Inc. [Member] | Lexington, KY [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Cash payment | $ 18,000 | ||||||||||||
Multi District Litigation [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Loss contingency lawsuit filing date | April 3, 2019 | ||||||||||||
Loss contingency dismissal date | Sep. 5, 2019 | ||||||||||||
Multi District Litigation [Member] | Second Amended Complaint [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Loss contingency lawsuit filing date | September 9, 2019 | ||||||||||||
Loss contingency dismissal date | Oct. 8, 2019 | ||||||||||||
Nexstar [Member] | Financial Guarantee of Mission Debt [Member] | |||||||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||||||
Maximum commitment under senior secured credit facility | 228,100 | $ 228,100 | |||||||||||
Commitment under senior secured credit facility at carrying value | 225,100 | $ 225,100 | |||||||||||
Line of credit facility maturity period | 2024-01 | ||||||||||||
Nexstar [Member] | Financial Guarantee Shield Debt [Member] | |||||||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||||||
Commitment under senior secured credit facility at carrying value | $ 21,200 | $ 21,200 | |||||||||||
Line of credit facility maturity period | 2023-10 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 914,633 | $ 649,012 | $ 2,006,455 | $ 1,275,659 | ||
Depreciation | 35,770 | 28,090 | 71,176 | 55,527 | ||
Amortization of intangible assets | 69,512 | 36,357 | 140,095 | 73,095 | ||
Income (loss) from operations | 196,253 | 149,944 | 501,268 | 277,018 | ||
Goodwill | 2,880,675 | 2,880,675 | $ 2,996,875 | |||
Total assets | [1] | 13,540,056 | 13,540,056 | 13,989,737 | ||
Broadcast [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 891,459 | 621,895 | 1,965,475 | 1,221,078 | ||
Depreciation | 30,316 | 25,422 | 60,091 | 49,049 | ||
Amortization of intangible assets | 68,605 | 30,770 | 138,026 | 61,615 | ||
Income (loss) from operations | 218,393 | 192,093 | 581,420 | 360,593 | ||
Goodwill | 2,880,675 | 2,880,675 | 2,996,875 | |||
Total assets | 12,108,589 | 12,108,589 | 12,918,966 | |||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 23,174 | 27,117 | 40,980 | 54,581 | ||
Depreciation | 5,454 | 2,668 | 11,085 | 6,478 | ||
Amortization of intangible assets | 907 | 5,587 | 2,069 | 11,480 | ||
Income (loss) from operations | (22,140) | $ (42,149) | (80,152) | $ (83,575) | ||
Total assets | $ 1,431,467 | $ 1,431,467 | $ 1,070,771 | |||
[1] | The consolidated total assets as of June 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $329.3 million and $332.6 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of June 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $56.9 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 914,633 | $ 649,012 | $ 2,006,455 | $ 1,275,659 |
Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 891,459 | 621,895 | 1,965,475 | 1,221,078 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 23,174 | 27,117 | 40,980 | 54,581 |
Core Advertising (Local and National) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 298,240 | 267,611 | 715,619 | 519,455 |
Core Advertising (Local and National) [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 298,203 | 267,611 | 715,581 | 519,455 |
Core Advertising (Local and National) [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 37 | 38 | ||
Political Advertising [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 21,566 | 3,157 | 76,907 | 4,464 |
Political Advertising [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 21,566 | 3,157 | 76,907 | 4,464 |
Retransmission Compensation {Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 536,544 | 314,268 | 1,086,260 | |
Retransmission Compensation {Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 534,652 | 314,268 | 1,084,368 | |
Retransmission Compensation {Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,892 | 1,892 | ||
Distribution Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 628,242 | |||
Distribution Revenue [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 628,242 | |||
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 46,661 | 56,237 | 103,101 | 109,072 |
Digital [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 27,134 | 29,135 | 67,461 | 54,521 |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 19,527 | 27,102 | 35,640 | 54,551 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,663 | 3,625 | 18,815 | 7,489 |
Other [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 6,945 | 3,610 | 15,405 | 7,459 |
Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,718 | 15 | 3,410 | 30 |
Trade Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 2,959 | 4,114 | 5,753 | 6,937 |
Trade Revenue [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 2,959 | $ 4,114 | $ 5,753 | $ 6,937 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 24, 2020 | Jul. 15, 2020 | Jul. 08, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.56 | $ 0.45 | $ 1.12 | $ 0.90 | |||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.56 | ||||||
Dividends, date declared | Jul. 24, 2020 | ||||||
Dividends, date payable | Aug. 21, 2020 | ||||||
Dividends, date of record | Aug. 7, 2020 | ||||||
Subsequent Event [Member] | E.W. Scripps Company [Member] | Option Agreement [Member] | New York [Member] | WPIX [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price | $ 75 | ||||||
Subsequent Event [Member] | Sinclair Broadcast Group, Inc. [Member] | Lexington, KY [Member] | Assets of WDKY-TV [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash payment | $ 18 |