Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 44,045,015 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 409,906 | $ 232,070 | |
Restricted cash and cash equivalents | 16,610 | 16,608 | |
Accounts receivable, net of allowance for doubtful accounts of $29,082 and $17,205, respectively | 782,198 | 883,921 | |
Spectrum asset | 67,171 | ||
Prepaid expenses and other current assets | 132,498 | 151,997 | |
Total current assets | 1,341,212 | 1,351,767 | |
Property and equipment, net | 1,598,081 | 1,290,428 | |
Goodwill | 2,861,314 | 2,996,875 | |
FCC licenses | 2,856,374 | 2,921,465 | |
Intangible assets, net | 2,955,084 | 3,259,620 | |
Other intangible assets, net | 664,400 | 727,354 | |
Assets held for sale | 4,524 | 240,524 | |
Investments | 1,313,858 | 1,477,353 | |
Other noncurrent assets, net | 360,055 | 451,705 | |
Total assets | [1] | 13,290,502 | 13,989,737 |
Current liabilities: | |||
Current portion of debt | 22,921 | 109,310 | |
Accounts payable | 161,083 | 157,366 | |
Broadcast rights payable | 111,144 | 120,165 | |
Accrued expenses | 279,816 | 422,511 | |
Liability to surrender spectrum asset | 77,962 | ||
Operating lease liabilities | 34,434 | 35,043 | |
Deferred revenue | 47,498 | 18,725 | |
Other current liabilities | 14,846 | 6,475 | |
Total current liabilities | 671,742 | 947,557 | |
Debt | 7,859,619 | 8,383,278 | |
Deferred tax liabilities | 1,686,238 | 1,710,664 | |
Other noncurrent liabilities | 818,187 | 894,745 | |
Total liabilities | [1] | 11,035,786 | 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 September 30, 2020 and December 31, 2019 | |||
Additional paid-in capital | 1,351,372 | 1,353,729 | |
Accumulated other comprehensive income | 19,850 | 19,850 | |
Retained earnings | 1,149,638 | 778,833 | |
Treasury stock - at cost; 3,256,448 and 1,541,675 shares as of September 30, 2020 and December 31, 2019, respectively | (286,705) | (121,388) | |
Total Nexstar Media Group, Inc. stockholders’ equity | 2,234,628 | 2,031,497 | |
Noncontrolling interests | 20,088 | 21,996 | |
Total stockholders’ equity | 2,254,716 | 2,053,493 | |
Total liabilities and stockholders’ equity | 13,290,502 | 13,989,737 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,290,684 | 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 September 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $339.6 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 September 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $59.8 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 | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Accounts receivable, allowance for doubtful accounts | $ 29,082 | $ 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 | 3,256,448 | 1,541,675 | |
ASSETS | |||
Total assets | [1] | $ 13,290,502 | $ 13,989,737 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | [1] | 11,035,786 | 11,936,244 |
Non Guarantor VIEs [Member] | |||
ASSETS | |||
Total assets | 339,613 | 332,570 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Total liabilities | $ 59,829 | $ 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 | 44,035,015 | 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 September 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $339.6 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 September 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $59.8 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues [Abstract] | ||||
Net revenue | $ 1,118,203 | $ 663,575 | $ 3,124,658 | $ 1,939,234 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 423,091 | 322,327 | 1,284,789 | 911,234 |
Selling, general and administrative expenses, excluding depreciation and amortization | 226,544 | 183,083 | 638,171 | 469,501 |
Amortization of broadcast rights | 31,968 | 18,452 | 104,916 | 46,749 |
Amortization of intangible assets | 69,265 | 42,443 | 209,360 | 115,538 |
Depreciation | 36,611 | 29,363 | 107,787 | 84,890 |
Reimbursement from the FCC related to station repack | (12,873) | (20,417) | (51,347) | (54,020) |
Goodwill and intangible assets impairment | 63,317 | 63,317 | ||
Gain on disposal of stations and entities, net | (96,608) | (7,025) | (96,608) | |
Change in the estimated fair value of contingent consideration attributable to a merger | 3,933 | |||
Gain on relinquishment of spectrum | (10,791) | |||
Total operating expenses | 774,606 | 541,960 | 2,279,793 | 1,540,601 |
Income from operations | 343,597 | 121,615 | 844,865 | 398,633 |
Income on equity investments, net | 15,861 | 3,217 | 41,351 | 2,061 |
Interest expense, net | (77,265) | (93,199) | (260,800) | (197,519) |
Loss on extinguishment of debt | (37,371) | (44,848) | (3,724) | |
Pension and other postretirement plans credit, net | 10,761 | 2,578 | 32,285 | 5,378 |
Other (expenses) income, net | (1,093) | 118 | (778) | 209 |
Income before income taxes | 254,490 | 34,329 | 612,075 | 205,038 |
Income tax expense | (65,177) | (39,507) | (166,927) | (82,594) |
Net income (loss) | 189,313 | (5,178) | 445,148 | 122,444 |
Net loss (income) attributable to noncontrolling interests | 1,371 | (669) | 2,046 | (5,397) |
Net income (loss) attributable to Nexstar Media Group, Inc. | $ 190,684 | $ (5,847) | $ 447,194 | $ 117,047 |
Net income (loss) per common share attributable to Nexstar Media Group, Inc.: | ||||
Basic | $ 4.24 | $ (0.13) | $ 9.87 | $ 2.54 |
Diluted | $ 4.08 | $ (0.13) | $ 9.50 | $ 2.44 |
Weighted average number of common shares outstanding: | ||||
Basic | 44,979 | 46,114 | 45,313 | 45,997 |
Diluted | 46,737 | 46,114 | 47,064 | 47,919 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS 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 | 29,030 | 29,030 | ||||||
Vesting of restricted stock units and exercise of stock options | (8,064) | (34,450) | $ 26,386 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 512,539 | |||||||
Common stock dividends declared | (62,062) | (62,062) | ||||||
Purchase of noncontrolling interest from a consolidated variable interest entity | (6,500) | (6,500) | ||||||
Noncontrolling interest from a business combination | 6,201 | 6,201 | ||||||
Net income (loss) | 122,444 | 117,047 | 5,397 | |||||
Balance at Sep. 30, 2019 | 1,950,033 | $ 473 | 1,346,511 | 675,356 | (14,316) | $ (79,299) | 21,308 | |
Balance, Shares at Sep. 30, 2019 | 47,291,463 | |||||||
Balance, Shares at Sep. 30, 2019 | 1,152,678 | |||||||
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 | |||||||
Stock-based compensation expense | 11,270 | 11,270 | ||||||
Vesting of restricted stock units and exercise of stock options | 266 | (1,816) | $ 2,082 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 35,675 | |||||||
Common stock dividends declared | (20,743) | (20,743) | ||||||
Noncontrolling interest from a business combination | 6,201 | 6,201 | ||||||
Net income (loss) | (5,178) | (5,847) | 669 | |||||
Balance at Sep. 30, 2019 | 1,950,033 | $ 473 | 1,346,511 | 675,356 | (14,316) | $ (79,299) | 21,308 | |
Balance, Shares at Sep. 30, 2019 | 47,291,463 | |||||||
Balance, Shares at Sep. 30, 2019 | 1,152,678 | |||||||
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 | $ (197,600) | $ (197,600) | $ (197,600) | |||||
Purchase of treasury stock, shares | (2,250,000) | |||||||
Stock-based compensation expense | 35,917 | 35,917 | ||||||
Vesting of restricted stock units and exercise of stock options | (4,610) | (36,893) | $ 32,283 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 535,227 | |||||||
Common stock dividends declared | (76,380) | (76,380) | ||||||
Contribution from a noncontrolling interest | 138 | 138 | ||||||
Disposal of an entity | (1,390) | (1,381) | (9) | |||||
Net income (loss) | 445,148 | 447,194 | (2,046) | |||||
Balance at Sep. 30, 2020 | $ 2,254,716 | $ 473 | 1,351,372 | 1,149,638 | 19,850 | $ (286,705) | 20,088 | |
Balance, Shares at Sep. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Sep. 30, 2020 | (3,256,448) | 3,256,448 | ||||||
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 | |||||||
Purchase of treasury stock | (125,013) | $ (125,013) | $ (125,000) | |||||
Purchase of treasury stock, shares | (1,300,000) | |||||||
Stock-based compensation expense | 12,483 | 12,483 | ||||||
Vesting of restricted stock units and exercise of stock options | 1,518 | (1,637) | $ 3,155 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 48,375 | |||||||
Common stock dividends declared | (25,362) | (25,362) | ||||||
Net income (loss) | 189,313 | 190,684 | (1,371) | |||||
Balance at Sep. 30, 2020 | $ 2,254,716 | $ 473 | $ 1,351,372 | $ 1,149,638 | $ 19,850 | $ (286,705) | $ 20,088 | |
Balance, Shares at Sep. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Sep. 30, 2020 | (3,256,448) | 3,256,448 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividends declared (per share) | $ 0.56 | $ 0.45 | $ 1.68 | $ 1.35 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 445,148 | $ 122,444 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible assets | 209,360 | 115,538 |
Amortization of broadcast rights | 104,916 | 46,749 |
Depreciation of property and equipment | 107,787 | 84,890 |
Goodwill and intangible assets impairment | 63,317 | |
Stock-based compensation expense | 35,917 | 29,030 |
Provision for bad debt | 24,735 | 8,119 |
Amortization of debt financing costs, debt discounts and premium | 13,316 | 6,592 |
Loss on extinguishment of debt | 44,848 | 3,724 |
Gain on asset disposal, net | (770) | (229) |
Deferred income taxes | (20,940) | (14,899) |
Gain on relinquishment of spectrum | (10,791) | |
Gain on disposal of stations and entities, net | (7,025) | (96,608) |
Change in the estimated fair value of contingent consideration attributable to a merger | 3,933 | |
Spectrum repack reimbursements | (51,347) | (54,020) |
Payments for broadcast rights | (147,214) | (47,150) |
Income on equity investments, net | (41,351) | (2,061) |
Distribution from equity investments - return on capital | 206,997 | |
Other operating activities, net | (1,787) | (1,234) |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | 93,368 | 54,633 |
Prepaid expenses and other current assets | 10,000 | 1,827 |
Other noncurrent assets | 11,827 | (1,580) |
Accounts payable | (95) | 26 |
Accrued expenses and other current liabilities | (97,587) | (26,578) |
Income tax payable | (15,021) | 28,822 |
Other noncurrent liabilities | (40,736) | (5,370) |
Net cash provided by operating activities | 877,488 | 315,982 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (170,150) | (110,225) |
Payments for acquisitions, net of cash acquired | (132,284) | (5,881,179) |
Proceeds from sale of stations and entities | 362,803 | 1,352,958 |
Proceeds from resolution of acquired contingency | 98,000 | |
Spectrum repack reimbursements from the FCC | 51,347 | 54,020 |
Collection of investment in a loan receivable | 49,014 | |
Proceeds from disposals of property and equipment | 1,029 | 2,026 |
Other investing activities, net | 603 | 247 |
Net cash provided by (used in) investing activities | 260,362 | (4,582,153) |
Cash flows from financing activities: | ||
Proceeds from long-term debt, net of debt discounts | 1,225,000 | 4,831,050 |
Repayments of long-term debt | (1,857,838) | (215,413) |
Premium paid on debt extinguishment | (25,317) | |
Payments for debt financing costs | (10,741) | (70,717) |
Purchase of treasury stock | (197,600) | |
Common stock dividends paid | (76,380) | (62,062) |
Payments for finance lease and capitalized software obligations | (12,664) | (6,419) |
Cash paid for shares withheld for taxes | (6,784) | (9,813) |
Proceeds from exercise of stock options | 2,174 | 1,749 |
Contribution from a noncontrolling interest | 138 | |
Purchase of noncontrolling interests | (6,393) | |
Other financing activities, net | (6,897) | |
Net cash provided by (used in) financing activities | (960,012) | 4,455,085 |
Net increase in cash, cash equivalents and restricted cash | 177,838 | 188,914 |
Cash, cash equivalents and restricted cash at beginning of period | 248,678 | 145,115 |
Cash, cash equivalents and restricted cash at end of period | 426,516 | 334,029 |
Supplemental information: | ||
Interest paid | 290,250 | 178,882 |
Income taxes paid, net of refunds | 201,979 | 68,627 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 14,186 | 27,683 |
Noncash purchases of property and equipment | 20,342 | |
Right-of-use assets obtained in exchange for operating lease obligations | $ 22,886 | $ 115,579 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) ((Parenthetical)) $ in Thousands | Sep. 30, 2019USD ($) |
ASC 842 Adoption Adjustments [Member] | |
Transition adjustment amount | $ 112,800 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1: Organization and Business Operations Nexstar Media Group, Inc., a Delaware corporation, together with its wholly owned subsidiaries (“Nexstar”, “we”, “our, “ours”, and “us”), is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations, interactive community websites and digital media services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 we are 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’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): September 30, 2020 December 31, 2019 Current assets $ 9,735 $ 9,837 Property and equipment, net 19,776 19,586 Goodwill 102,447 102,447 FCC licenses 151,782 138,482 Network affiliation agreements, net 51,767 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 4,106 6,818 Total assets $ 339,613 $ 332,570 Current liabilities $ 19,819 $ 19,653 Noncurrent liabilities 40,010 42,012 Total liabilities $ 59,829 $ 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 second quarter and in the third quarter of 2020 as certain areas throughout the United States permitted the re-opening of non-essential businesses which has had a favorable impact to the macroeconomic environment and to the Company’s revenue . As of September 30, 2020, the Company’s unrestricted cash on hand amounted to $409.9 million and the Company had a positive working capital of $669.5 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of September 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 $172.7 million and $25.0 million under the respective amended 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 September 30, 2020 and for the three and nine months ended September 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 Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s 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 these VIEs’ stations (except for Mission stations in three markets), subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of September 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 Mission KMSS, KPEJ, KLJB 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): September 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 9,153 $ 12,944 Accounts receivable, net 19,655 17,995 Prepaid expenses and other current assets 2,541 1,921 Total current assets 31,349 32,860 Property and equipment, net 47,360 42,308 Goodwill 138,936 135,634 FCC licenses 151,782 138,482 Network affiliation agreements, net 91,118 66,679 Other intangible assets, net 1,250 513 Other noncurrent assets, net 12,412 12,749 Total assets $ 474,207 $ 429,225 Current liabilities: Current portion of debt $ 1,492 $ 3,433 Interest payable 454 834 Other current liabilities 19,819 19,653 Total current liabilities 21,765 23,920 Debt 244,259 241,190 Deferred tax liabilities 22,512 22,505 Other noncurrent liabilities 17,498 19,507 Total liabilities $ 306,034 $ 307,122 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 (JSAs and SSAs) Nexstar had with the three television stations previously owned by Marshall, (ii) Nexstar’s previous guarantee of the obligations incurred under Marshall’s previous senior secured credit facility, and (iii) Nexstar’s previous power over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall stations, and the production of the Marshall stations’ news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on December 1, 2014. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer met 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 nine months ended September 30, 2020 were excluded and the operating results and cash flows of Marshall for the three and nine months ended September 30, 2019 were included in the accompanying Condensed Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The assets, liabilities and equity of Marshall as of September 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 previously owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market. On April 1, 2020, the acquisition was approved by the Bankruptcy Court for the Southern District of Texas. On September 1, 2020, Mission completed this acquisition. The purchase price for the acquisition was $53.2 million, of which $49.0 million was applied against Mission’s existing loans receivable from Marshall on a dollar-for-dollar basis and the remaining $4.2 million in cash was funded by cash on hand (See Note 3 for additional information). Upon closing of the acquisition, the SSAs between Nexstar and Marshall and the debt agreement between Mission and Marshall were terminated, thus, Nexstar no longer holds a variable interest in Marshall. On September 1, 2020, Mission entered into new SSAs with Nexstar. As a result of Mission’s acquisition of the former Marshall stations, Nexstar determined that it has variable interests in these stations as a result of the new SSAs effective September 1, 2020 and Nexstar’s guarantee of the obligations incurred under Mission’s senior secured credit facility. Nexstar has also evaluated its arrangements with these stations and with Mission and determined that it is the primary beneficiary of the variable interests because Nexstar has the ultimate power to direct the activities that most significantly impact the economic performance of the stations including developing the annual operating budget, management advice and consultation on broadcast matters and the production of news and other programming . Therefore, Nexstar has consolidated these stations under authoritative guidance related to the consolidation of variable interest entities beginning on September 1, 2020. Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the outsourcing agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from 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. 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 Nexstar’s diluted shares (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 44,979 46,114 45,313 45,997 Dilutive effect of equity incentive plan instruments 1,758 - 1,751 1,922 Weighted average shares outstanding - diluted 46,737 46,114 47,064 47,919 During the three months ended September 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 85,000 and 2,700 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. During the nine months ended September 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 157,000 shares and 10,900 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 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 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),” I n 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 (i) the negative effects which the COVID-19 pandemic has had on the United States economy and financial markets, and (ii) other economic factors, the Company increased the allowance for doubtful accounts on its accounts receivable to $29.1 million as of September 30, 2020. In the third quarter of 2020, Nexstar also recorded a $13.1 million allowance for uncollectible amounts due from Marshall (in other noncurrent assets), an entity for which Nexstar had a variable interest (See Note 2, “Variable Interest Entities”). During the three and nine months ended September 30, 2020, the Company recorded bad debt expense of $14.4 million and $24.7 million, respectively, including the provision for amounts due from Marshall in the third quarter of 2020. New Accounting Standards Not Yet Adopted On August 26, 2020, as part of its broader disclosure effectiveness initiative, the SEC issued Final Rule Release No. 33-10825, “Modernization of Regulation S-K Items 101, 103, and 105” (“SEC Rule 33-10825”), which amends the disclosure rules relating to the description of the business, legal proceedings, and risk factors which are required in many SEC filings, including Form 10-K and registration statements. Key changes include: (i) requiring a principles-based description of the company’s human capital resources, including any human capital measures/objectives that the company focuses on in managing its business (e.g., those that address the development, attraction, and retention of personnel) when material to understanding the business; (ii) eliminating the requirement to disclose business developments over the last five years and focusing on developments that are critical to understanding the company’s business, and, after an initial registration statement, permitting companies to provide only an update of material business developments, so long as the full discussion of business developments from a single previously-filed registration statement or report is incorporated by reference; (iii) increasing the quantitative threshold for disclosing certain governmental environmental proceedings and allowing legal proceedings disclosures to be hyperlinked or cross-referenced to other sections in the document; and (iv) shifting the focus to “material” risk factors categorized by relevant heading and requiring a risk factor summary when the risk factor section is longer than 15 pages. SEC Rule 33-10825 is effective on November 9, 2020. The Company is currently assessing the potential impacts of the adoption of SEC Rule 33-10825 may have on its Condensed Consolidated Financial Statements upon its adoption. 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 | 9 Months Ended |
Sep. 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 and the assets of television station WDKY, as further discussed below. For additional information with respect to the litigation between Tribune and Sinclair and its resolution, see Note 15, “Commitment and Contingencies,” “Termination of Tribune and Sinclair Merger Agreement.” On January 27, 2020, 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 funded by cash on hand. 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. . 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 formerly owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market. On April 1, 2020, the acquisition was approved by the Bankruptcy Court for the Southern District of Texas. On September 1, 2020, Mission completed this acquisition which allowed it entrance into these markets. The purchase price for the acquisition was $53.2 million, of which $49.0 million was applied against Mission’s existing loans receivable from Marshall on a dollar-for-dollar basis and the remaining $4.2 million in cash was funded by cash on hand. On September 1, 2020, Mission also entered into new SSAs with Nexstar. On September 17, 2020, Nexstar completed the acquisition of WDKY-TV, the Fox affiliate in the Lexington, KY market, from Sinclair for $18.0 million in cash, funded by cash on hand. This acquisition allowed Nexstar entrance into this market. Based on the preliminary purchase price allocation, the provisional fair values of identifiable net assets acquired were $37.0 million which led to a bargain purchase gain of $19.0 million. The bargain purchase gain was recognized as a result of Sinclair’s motivation to sell the station to Nexstar as part of a resolution to settle the existing lawsuit between Tribune and Sinclair on January 27, 2020 (see Note 15, “Commitment and Contingencies,” “Termination of Tribune and Sinclair Merger Agreement” for additional information with respect to this litigation resolution). B 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 2020 acquisitions described above are as follows (in thousands): Assets acquired Cash $ 2,099 Accounts receivable, net 3,918 Prepaid expenses and other current assets 6,010 Property and equipment 25,896 FCC licenses 39,217 Network affiliation agreements 71,739 Goodwill 7,643 Other intangible assets 6,693 Other noncurrent assets 2,537 Total assets acquired 165,752 Less: Broadcast rights payable (6,302 ) Accrued expenses and other current liabilities (4,207 ) Operating lease liabilities (1,879 ) Bargain purchase gain (18,980 ) Total Purchase Price $ 134,384 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 ($3.3 million) and FCC licenses ($13.3 million) attributable to the stations that Mission acquired from Marshall are deductible for tax purposes. Nexstar is currently evaluating the deductibility of goodwill ($4.3 million) and FCC licenses ($25.9 million) attributable to stations KGBT, WJZY/WMYT and WDKY 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 9 years. The combined net revenue of $ 47.2 million and operating income of $ 17.9 million from the respective stations’ acquisition dates to September 30, 2020 have been included in the accompanying Condensed Consolidated Statements of Operations. Transaction costs related to these acquisitions, including legal and professional fees, were $1.7 million and $4.3 million during the three and nine months ended September 30, 2020, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. 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, “Debt”). The net gain that resulted from the divestitures of stations and other business was recorded in the Gain 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 financial results, both individually and in aggregate, to the Company’s revenue, operating income, net income, and earnings per share are not material. 2019 Merger with Tribune On September 19, 2019, Nexstar completed its acquisition of Tribune pursuant to a merger agreement (the “Merger”). As a result of the Merger, Nexstar acquired 31 full power stations and one AM radio station in 23 markets (net of divestitures of 13 Tribune full power television stations in 11 markets). Nexstar also acquired WGN America, Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each issued and outstanding share of Tribune Class A common stock, par value $0.001 per share (the “Tribune Class A Stock”) and Tribune Class B common stock, par value $0.001 per share (“Tribune Class B Stock,” and together with the Tribune Class A Stock, the “Tribune Stock”) immediately prior to the Closing Date of the Merger, other than shares or other securities representing capital stock in Tribune owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of Tribune, was converted into the right to receive $46.687397 in cash (the “Merger Consideration”). Upon completion of the Merger, each option to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Stock Option”), whether or not vested or exercisable, was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Tribune Stock Option, without any interest and subject to all applicable withholding. Any Tribune Stock Option with an exercise price per share greater than or equal to the Merger Consideration was cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune restricted stock units outstanding as of immediately prior to the Closing Date (“Tribune RSUs”), whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune RSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding (the “RSU Consideration”), except that each award of Tribune RSUs granted to an employee on or after December 1, 2018 (other than Tribune RSUs required to be granted pursuant to specified employment agreements or offer letters) (“Annual Tribune RSUs”) that had vested as of the Closing Date was cancelled and converted into the right to receive the RSU Consideration and any Annual Tribune RSUs that remained unvested as of the Closing Date were cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune performance stock units outstanding as of immediately prior to the Closing Date (“Tribune PSUs”), whether or not vested, immediately vested (with performance conditions for each open performance period as of the Closing Date deemed achieved at the applicable “target” level performance for such Tribune PSUs) and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune PSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding. Upon completion of the Merger, each outstanding award of Tribune deferred stock units outstanding as of immediately prior to the Closing Date (“Tribune DSUs”) was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune DSUs multiplied by the Merger Consideration, without interest and subject to all applicable withholding. Upon completion of the Merger, each unexercised warrant to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Warrant”) was assumed by Nexstar and converted into a warrant exercisable for the Merger Consideration which the shares of Tribune Stock underlying such Tribune Warrant would have been entitled to receive upon consummation of the Merger and otherwise upon the same terms and conditions of such Tribune Warrant immediately prior to the Closing Date. The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 Substantially concurrently with the Merger, Nexstar also completed the previously announced sale of the assets of 21 full power television stations in 16 markets to TEGNA, Inc., E.W. Scripps Company and Circle City Broadcasting I, Inc. The total consideration of these divestitures was approximately $1.36 billion (inclusive of working capital adjustments). These divestitures were previously agreed upon by Nexstar and Tribune to comply with the FCC’s local television ownership rule and the FCC’s national ownership cap and to facilitate Department of Justice (“DOJ”) approval of the Merger. Eight of the divested television stations were previously owned by Nexstar and were sold for an estimated $358.6 million in cash, including working capital adjustments (the “Nexstar Divestitures”). Nexstar recognized a $105.9 million gain on the Nexstar Divestitures. The other 13 television stations, which were previously owned or operated by Tribune, were sold for an estimated $1.008 billion in cash, including working capital adjustments (the “Tribune Divestitures”). Nexstar recognized a $9.8 million loss on disposal on the Tribune Divestitures, representing selling costs incurred with their disposition. The net gain that resulted from the Nexstar Divestitures and the Tribune Divestitures was recorded in the Gain on disposal of stations, net in the Condensed Consolidated Statements of Operations. The cash consideration, the repayment of then-existing indebtedness of Tribune and the related fees and expenses were funded through a combination of proceeds from station divestitures, proceeds from the $1.120 billion 5.625% Notes due 2027 (See Note 9), Term Loan A and Term Loan B borrowings in 2019 and cash on hand of Nexstar and Tribune. The estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands): Purchase Price Assets acquired Allocation (1) Cash and cash equivalents $ 1,289,251 Restricted cash and cash equivalents 16,609 Accounts receivable, net 366,820 Prepaid expenses and other current assets 227,770 Property and equipment 511,255 Goodwill 896,154 FCC licenses 1,249,286 Network affiliation agreements 1,303,858 Other intangible assets 742,114 Equity investments 1,460,440 Assets held for sale 239,750 Other noncurrent assets 276,099 Total assets acquired 8,579,406 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (358,632 ) Income taxes payable (158,873 ) Deferred tax liabilities (1,073,524 ) Other noncurrent liabilities (761,649 ) Total liabilities assumed (2,393,911 ) Noncontrolling interests (6,201 ) Net assets acquired and consolidated $ 6,179,294 (1) The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below. The estimated purchase price allocation presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost, and market approaches. The fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. We recorded in accordance with FASB’s guidance regarding business combinations in the fourth quarter of fiscal year 2019 and in fiscal year 2020 based on our valuation and purchase price allocation procedures as well as new information obtained about facts and circumstances that existed as of the acquisition date, as follows: In the fourth quarter of 2019, Nexstar recorded measurement period adjustments to Tribune’s initial purchase price allocation as a result of ongoing valuation procedures on assets acquired and liabilities assumed, including (i) a decrease in property and equipment and FCC licenses of $8.9 million and $172.2 million, respectively, (ii) an increase in the network affiliation agreements and other intangible assets of $34.8 million and $252.0 million, respectively, (iii) a decrease in deferred tax liabilities and other long-term liabilities of $9.4 million and $8.0 million, respectively, (iv) a decrease in the equity investment in TV Food Network of $22.5 million as well as certain changes in the basis difference between the estimated fair values and carrying values of TV Food Network’s assets had the fair value of Nexstar’s investment been allocated to the identifiable assets of the investee, increasing the basis difference in TV Food Network’s amortizable assets and decreasing the basis difference in TV Food Network’s non-amortizable assets , and (v) a decrease in goodwill by $66.6 million due to the measurement period adjustments discussed in items (i) through (iv). The impact of the measurement period adjustments relating to the network affiliation agreements and other intangible assets to the results of operations is an increase in amortization of intangibles of $9.8 million from the acquisition date to December 31, 2019. The impact of the measurement period adjustment relating to the investment in TV Food Network to the results of operations is an increase in the amortization of the basis difference of $16.0 million from the acquisition date to December 31, 2019, which is included under “Income (loss) on equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. The increase in the amortization of basis difference was primarily due to the increase in the basis difference in TV Food Network’s amortizable assets. In 2020, Nexstar recorded additional measurement period adjustments, including (i) a $121.7 million increase in other current assets, (ii) a decrease in goodwill of $94.8 million, (iii) a decrease in accrued expenses and other current liabilities of $3.0 million, (iv) an increase in income tax payable of $32.3 million, and (v) a decrease in deferred tax liabilities of $2.4 million. These measurement period adjustments were primarily attributable to Nexstar’s settlement with Sinclair, dated January 27, 2020, to resolve the existing lawsuit between Tribune and Sinclair. The consummation of the terms of the settlement agreement in 2020 resulted in the recognition of other current assets that Nexstar acquired from its merger with Tribune. Nexstar realized these acquired other current assets upon receiving a cash consideration of $98.0 million from Sinclair on January 27, 2020 and Nexstar completing its acquisition of television station WDKY from Sinclair at a bargain purchase price on September 17, 2020 resulting in a $19.0 million bargain purchase gain (See “2020 Acquisitions” above). The cash consideration received from Sinclair and the gain on bargain purchase of WDKY resulted in an income tax payable of $30.0 million. Both the cash consideration received and the gain on bargain purchase of WDKY from Sinclair, less tax effects, were accounted for as a reduction to the goodwill attributable to the Tribune acquisition of $87.0 million. The measurement period adjustments recognized in 2020 had no significant impact on the Company’s Condensed Consolidated Statements of Operations in the current year and prior year. Restricted cash and cash equivalents primarily consist of funds held by Tribune to satisfy the remaining claim obligations pursuant to Tribune’s Chapter 11 reorganization (See Note 15). Property and equipment are being depreciated over their estimated useful lives ranging from 3 years to 39 years. The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets are amortized over an estimated weighted average useful life of 9 years. The equity investments primarily include Nexstar’s 31.3% ownership stake in TV Food Network with an estimated fair value of $1.447 billion at acquisition date. The remainder relates to various investments in private companies. See Note 6 for additional information. The assets held for sale mainly consist of a real estate property located in Chicago. The carryovers of the tax basis in goodwill ($634 million), FCC licenses ($60 million), network affiliation agreements ($102 million), other intangible assets ($288 million), equity investments ($360 million), and property and equipment, including assets held for sale ($246 million), are deductible for tax purposes. Nexstar also assumed Tribune’s pension and other postretirement benefit obligations (mainly included in other noncurrent liabilities). See Note 8 for additional information. The acquisition of certain real estate property located in Chicago (included in property and equipment, net in the estimated purchase price allocation above) resulted in noncontrolling interest of $6.2 million, representing the ownership stake of a third party. The estimated fair value of the noncontrolling interest is estimated by applying the market approach valuation technique. In connection with the Merger, Nexstar assumed certain contingencies as described further in Note 15. Tribune’s net revenue of $471.6 million and operating income of $78.4 million from September 19, 2019 to December 31, 2019 have been included in the accompanying Condensed Consolidated Statements of Operations. Transaction costs relating to the Merger, including legal and professional fees and severance costs of $31.0 million, were expensed as incurred during the three months ended September 30, 2019 and $38.3 million during the nine months ended September 30, 2019. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. Unaudited Pro Forma Information The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Tribune had occurred on January 1, 2018. The unaudited pro forma information combined the historical results of Nexstar and Tribune, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Merger had taken place at the beginning of fiscal year 2018. Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Net revenue $ 961,395 $ 2,923,988 Income before income taxes 11,000 268,427 Net (loss) income (19,088 ) 175,531 Net (loss) income attributable to Nexstar (19,757 ) 170,145 Future Acquisitions On July 8, 2020, Nexstar assigned to Mission its option to purchase the CW affiliated station WPIX in the New York, NY market from The E.W. Scripps Company (“Scripps”) On August 7, 2020, Nexstar assigned to Mission its option to purchase the assets of WNAC, the Fox affiliated full power television station serving the Providence, Rhode Island market, from WNAC, LLC. On the same date, Mission entered into an Assignment and Assumption Agreement with Nexstar and notified WNAC, LLC of its exercise of the option. The purchase price is equal to a base purchase price, plus an escalation amount per day from the date of the option agreement until the completion of the acquisition, minus a credit for an outstanding loan (all defined in the option agreement). Mission expects to fund this acquisition through new borrowing that is to be guaranteed by Nexstar. The proposed acquisition has received FCC approval and Mission expects it to close in the fourth quarter of 2020. Nexstar currently provides services to WNAC under an LMA (See Note 2, “Variable Interest Entities”) which it intends to continue with Mission upon its completion of the acquisition. Nexstar also intends to enter into an option agreement to purchase WNAC from Mission. On August 7, 2020, Nexstar also assigned to Mission its option to purchase KASY, KWBQ and KRWB from Tamer. KASY (MNTV affiliated), KWBQ (CW affiliated) and KRWB (CW affiliated) are full power television stations serving the Albuquerque, New Mexico market. On the same date, Mission entered into an Assignment and Assumption Agreement with Nexstar and notified Tamer of its exercise of the option. The purchase price is equal to a base purchase price, plus an escalation amount per year from the date of the option agreement until completion of the acquisition, minus a fixed monthly credit from the date of the option agreement until completion of the acquisition (all defined in the option agreement). Mission expects to fund this acquisition through new borrowing that is to be guaranteed by Nexstar. The proposed acquisition has received FCC approval and Mission expects it to close in the fourth quarter of 2020. Nexstar currently provides services to these stations under an SSA (See Note 2, “Variable Interest Entities”) which it intends to continue with Mission upon its completion of the acquisition. Nexstar also intends to enter into an option agreement to purchase the stations from Mission. On August 10, 2020, Nexstar assigned to Mission its option s to purchase WXXA-TV, the Fox affiliate in the Albany, NY market, and WLAJ TV, the ABC affiliat e in the Lansing, MI market, from Shield (“Shield Stations”). On the same date, Mission entered into an Assignment and Assumption Agreement with Nexstar and notified Shield of its exercise of the options to purchase the stations. The purchase price of these stations i s $ 20.8 million. Mission expects to fund this acquisition through new borrowing that is to be guaranteed by Nexstar. The proposed acquisition of the Shield Stations has received FCC consent and Mission expects to close in the fourth quarter of 2020. Nexstar currently provides services to the Shield Stations under JSAs and SSAs (See Note 2, “Variable Interest Entities”) which it intends to continue with Mission upon its completion of the acquisition. Nexstar also intends to enter into an option agreement to purchase the stations from Mission. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 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 September 30, 2020 December 31, 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,118,357 $ (827,673 ) $ 2,290,684 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 965,293 (300,893 ) 664,400 961,350 (233,996 ) 727,354 Other intangible assets $ 4,083,650 $ (1,128,566 ) $ 2,955,084 $ 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 September 30, 2020 (in thousands): Remainder of 2020 $ 72,775 2021 271,338 2022 268,939 2023 266,054 2024 264,272 Thereafter 1,811,706 $ 2,955,084 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) 7,643 - 7,643 39,217 - 39,217 Current year divestitures (See Note 3) (48,429 ) - (48,429 ) (104,308 ) - (104,308 ) Measurement period adjustments related to Nexstar and Tribune merger (See Note 3) (94,775 ) - (94,775 ) - - - Balances as of September 30, 2020 $ 2,993,608 $ (132,294 ) $ 2,861,314 $ 2,903,784 $ (47,410 ) $ 2,856,374 In each of the first three 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 September 30, 2020, no impairment triggering events had 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 the second quarter of 2020, there were significant improvements in the Company’s financial results as certain areas throughout the United States permitted the re-opening of non-essential businesses which has had a favorable impact to the macroeconomic environment and to the Company’s revenue . In the third quarter of 2020 and on a year to date basis, the Company remained profitable. There were also no material changes in its customer mix, including advertisers, multichannel video programming distributors and online video distributors. Due to the continued impact of the COVID-19 pandemic subsequent to September 30, 2020, the Company will continue to evaluate its indefinite-lived intangible assets, long-lived assets and goodwill to determine if an impairment triggering event will occur in future periods. Any further adverse impact of COVID-19 or the general market conditions on 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 | 9 Months Ended |
Sep. 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): September 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 September 30, 2020, its fair value exceeded the 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 September 30, 2020. The reclassification of the land property did not impact the Company’s results of operations during the three and nine months ended September 30, 2020. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | Note 6: Investments Investments consisted of the following (in thousands): September 30, 2020 December 31, 2019 Equity method investments $ 1,308,794 $ 1,471,866 Other equity investments 5,064 5,487 Total investments $ 1,313,858 $ 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 acquired its investment in TV Food Network through the Merger (See Note 3). Nexstar’s partner in TV Food Network is Discovery, Inc. (“Discovery”), which owns a 68.7% interest in TV Food Network and operates the network on behalf of the partnership. As of September 30, 2020, Nexstar’s investment in TV Food Network had a book value of $1.289 billion. The Company received cash distributions from TV Food Network totaling $9.9 million and $207.0 million during the three and nine months ended September 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. Nexstar intends to renew its partnership agreement with Discovery on TV Food Network. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners 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 its 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 September 30, 2020, the Company’s remaining share of basis difference related to equity method investments, including TV Food Network, totaled $702.8 million and has a weighted average remaining useful life of approximately 6.0 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 Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Income on equity investments, net, before amortization of basis difference $ 52,801 $ 7,242 $ 152,170 $ 6,302 Amortization of basis difference (36,940 ) (4,025 ) (110,819 ) (4,241 ) Income on equity investments, net $ 15,861 $ 3,217 $ 41,351 $ 2,061 Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Nine Months Ended September 19, 2019 to September 30, 2020 September 30, 2020 September 30, 2019 Net revenue $ 306,390 $ 933,929 $ 46,437 Costs and expenses 137,156 448,760 16,852 Income from operations 169,233 485,169 29,585 Net income 170,543 491,957 24,991 Net income attributable to Nexstar Media Group, Inc. 53,370 153,953 7,822 In each of the first three quarters 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 September 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 | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 7: Accrued Exp enses Accrued expenses consisted of the following (in thousands): September 30, 2020 December 31, 2019 Compensation and related taxes $ 85,840 $ 88,372 Interest payable 31,391 88,600 Network affiliation fees 51,217 62,901 Other 111,368 182,638 $ 279,816 $ 422,511 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 9 Months Ended |
Sep. 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 tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ - $ - $ 5 $ - $ 248 $ 32 $ - $ - Interest cost 2,925 3,875 138 200 13,374 1,841 33 5 Expected return on plan assets (4,925 ) (5,475 ) - - (22,341 ) (3,024 ) - - Amortization of prior service costs - - (13 ) - - - - - Amortization of net loss - - 43 - - - - - Net periodic benefit cost (credit) $ (2,000 ) $ (1,600 ) $ 173 $ 200 $ (8,719 ) $ (1,151 ) $ 33 $ 5 Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ - $ - $ 15 $ - $ 744 $ 32 $ - $ - Interest cost 8,775 11,625 413 600 40,122 1,841 99 5 Expected return on plan assets (14,775 ) (16,425 ) - - (67,023 ) (3,024 ) - - Amortization of prior service costs - - (38 ) - - - - - Amortization of net loss - - 128 - - - - - Net periodic benefit cost (credit) $ (6,000 ) $ (4,800 ) $ 518 $ 600 $ (26,157 ) $ (1,151 ) $ 99 $ 5 During the three and nine months ended September 30, 2020, Nexstar’s cash contributions to the Tribune qualified pension plans were $ 0 and $ 5.7 million, respectively. During the three and nine months ended September 30, 2019, Nexstar made no cash contribution to the Tribune qualified pension plans. In 2020 and 2019, there were no mandatory cash contribution requirements for the Media General qualified pension plans and for the Tribune and Media General OPEB. 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. Nexstar elected not to defer the remaining cash contribution requirements to its qualified pension plans under the CARES Act. In October 2020, Nexstar fulfilled its remaining contribution requirements to the Tribune qualified pension plans for the current year (See Note 17). 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 resulting from the COVID-19 pandemic, the fair value of the pension plans’ assets declined in the first half of 2020. The market significantly rebounded in the third quarter of 2020 but remains volatile. While the Company continues to monitor the performance of the pension plans’ assets, the fluctuations have not materially impacted the Company’s financial position or liquidity in the first three quarters of 2020. 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. In September 2020, the Tribune defined benefit retirement plans |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt Long-term debt consisted of the following (in thousands): September 30, 2020 December 31, 2019 Term loans $ 4,956,865 $ 5,914,703 Revolving loans 225,000 - 5.625% Notes due 2024 - 900,000 5.625% Notes due 2027 1,785,000 1,785,000 4.75% Notes due 2028 1,000,000 - Total outstanding principal 7,966,865 8,599,703 Less: unamortized financing costs and discount - Term Loans (81,194 ) (104,281 ) Less: unamortized financing costs and discount - 5.625% Notes due 2024 - (9,955 ) Add: unamortized premium, net of financing costs - 5.625% Notes due 2027 6,185 7,121 Less: unamortized financing costs and discount - 4.75% Notes due 2028 (9,316 ) - Total outstanding debt 7,882,540 8,492,588 Less: current portion (22,921 ) (109,310 ) Long-term debt, net of current portion $ 7,859,619 $ 8,383,278 2020 Transactions On September 3, 2020, Nexstar and Mission amended their respective credit agreements (also herein referred to as senior secured credit facilities), which provides for first lien term loans and revolving credit facilities. The amendments provide for a new senior secured revolving credit facility (the “2020 Revolving Facility”) in an aggregate capacity of $280.0 million, of which $30.0 million was initially allocated to Nexstar and $250.0 million was initially allocated to Mission. The 2020 Revolving Credit Facility is in addition to the $139.7 million and $3.0 million unused capacities under Nexstar’s and Mission’s existing revolving credit facilities, respectively. The 2020 Revolving Facility bears interest at the LIBOR rate, with a margin in the range of 1.75% to 2.50%, determined based on a leverage-based grid. The terms of the 2020 Revolving Facility are substantially the same as Nexstar’s and Mission’s existing revolving credit facilities, including the maturity date of October 26, 2023. Following the establishment of the 2020 Revolving Facility, Mission reallocated its $3.0 million available capacity under its existing revolving credit facility to Nexstar. Mission also drew upon $225.0 million under the 2020 Revolving Facility and used the proceeds to pay in full the remaining outstanding principal balance under Mission’s term B loan of $224.5 million. The prepayment of Mission’s term B loan resulted in a loss on extinguishment of debt of $2.7 million representing write-off of unamortized debt financing costs and discounts. On September 25, 2020, Nexstar completed the sale and issuance of $1.0 billion 4.75% senior unsecured notes due 2028 (“4.75% Notes due 2028”) at par. The 4.75% Notes due 2028 were issued under an indenture dated as of September 25, 2020 (“4.75% Notes due 2028 Indenture”). The net proceeds from the issuance of the 4.75% Notes due 2028 was used to redeem the $900.0 million 5.625% senior unsecured notes due 2024 (“5.625% Notes due 2024”) in full at a redemption price equal to 102.813% of the principal amount thereof, plus accrued and unpaid interest and related fees and expenses. The remainder of the proceeds was used for general corporate purposes. The redemption of the 5.625% Notes due 2024 resulted in a loss on extinguishment of debt of $33.9 million in the condensed consolidated statements of operations, representing premiums paid to retire the 5.625% Notes due 2024 and write-off of unamortized debt financing costs and discounts. The 4.75% Notes due 2028 will mature on November 1, 2028. Interest on the 4.75% Notes due 2028 is payable semiannually in arrears on May 1 and November 1 of each year, with the first interest payment due on May 1, 2021. The 4.75% Notes due 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions. The 4.75% Notes due 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% senior unsecured notes due 2027 (the “5.625% Notes due 2027”), its term loans and its revolving credit facilities, but effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt. Nexstar has the option to redeem all or a portion of the 4.75% Notes due 2028 at any time prior to November 1, 2023 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium as of the date of redemption. At any time prior to November 1, 2023, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 104.75%, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds from certain equity offerings. At any time on or after November 1, 2023, Nexstar may redeem the 4.75% Notes due 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes due 2028 Indenture. Upon the occurrence of a change in control (as defined in the 4.750% Notes due 2028 Indenture), each holder of the 4.75% Notes due 2028 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 4.75% Notes due 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’ ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) transfer or sell assets, (5) create liens, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) guarantee certain indebtedness and (8) engage in transactions with affiliates. The 4.75% Notes due 2028 Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount of the then outstanding 4.75% Notes due 2028 may declare the principal of, premium, and accrued but unpaid interest, including additional interest, on all the 4.75% Notes due 2028 to be due and payable. Upon such a declaration , such principal, premium and accrued and unpaid interest will be due and payable immediately. As of September 30, 2020, Nexstar recorded $9.3 million in legal, professional and underwriting fees related to the new 4.750% Notes due 2028. Debt financing costs are netted against the carrying amount of the related debt. During the nine months ended September 30, 2020, Nexstar prepaid a total of $480.0 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 its amended credit agreement. 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 a loss on extinguishment of debt of $8.4 million for the nine months ended September 30, 2020, representing write-offs of unamortized debt financing costs and discounts. During the nine months ended September 30, 2020, the Company also repaid scheduled principal maturities of $53.3 million of its term loans, funded by cash on hand. Unused Commitments and Borrowing Availability The Company had $172.7 million and $25.0 million of 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 September 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 September 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% Notes due 2027 and 4.750% Notes due 2028. Nexstar Digital does not guarantee any of the notes. Shield is not a guarantor of any debt within the group. In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options, exclusive of stations in the Shreveport, Louisiana, Odessa, Texas and Quad Cities, Iowa/Illinois markets, 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 September 30, 2020, the Company was in compliance with its financial covenants. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 10: Lea ses 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 September 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 September 30, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 219,380 $ 235,285 Current lease liabilities Other current liabilities $ 34,434 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 171,639 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,165 as of September 30, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 7,825 $ 8,138 Current lease liabilities Other current liabilities $ 1,006 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,417 $ 15,177 Weighted Average Remaining Lease Term Operating leases 6.8 years 7.4 years Finance leases 10.9 years 11.6 years Weighted Average Discount Rate Operating leases 5.1 % 5.3 % Finance leases 5.7 % 5.7 % Operating lease expense for the three months ended September 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 September 30, 2019 was $5.4 million, of which $3.1 million and $2.3 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 nine months ended September 30, 2020 was $35.6 million, of which $18.3 million and $17.3 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 nine months ended September 30, 2019 was $16.2 million, of which $9.3 million and $7.0 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. Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 35,455 $ 16,754 Operating cash flows from finance leases 676 712 Financing cash flows from finance leases 652 610 Future minimum lease payments under non-cancellable leases as of September 30, 2020 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2020 $ 11,506 $ 467 2021 42,725 1,843 2022 39,858 1,803 2023 36,577 1,818 2024 33,953 1,833 Thereafter 82,990 13,363 Total future minimum lease payments 247,609 21,127 Less: imputed interest (41,536 ) (5,704 ) Total $ 206,073 $ 15,423 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 such, the Company has applied the practical expedient to combine lease and non-lease components in its arrangements as lessor. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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, accounts payable, and accrued expenses approximate fair value due to their short-term nature. 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): September 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 4,875,671 $ 4,834,838 $ 5,810,422 $ 5,915,451 Revolving loans (1) 225,000 225,892 - - 5.625% Senior unsecured notes due 2024 (2) - - 890,045 938,250 5.625% Senior unsecured notes due 2027 (2) 1,791,185 1,865,325 1,792,121 1,883,175 4.75% Senior unsecured notes due 2028 (2) 990,684 1,017,500 - - (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) During the three and nine 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 | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | Note 12: Common Stock On September 1, 2020, Nexstar’s Board of Directors approved an additional $300 million in Nexstar’s share repurchase authorization to repurchase its Class A common stock. The expansion brings the total capacity under Nexstar’s share repurchase program to approximately $384.2 million when combined with the remaining available amount under its prior authorization and before reduction for any repurchases in the third quarter of 2020. During the three and nine months ended September 30, 2020, Nexstar repurchased a total of 1,300,000 shares and 2,250,000 shares, respectively, of its Class A common stock for $125.0 million and $197.6 million respectively, funded by cash on hand. As of September 30, 2020, the remaining available amount under the share repurchase authorization was $259.2 million. 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 | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13: Income Taxes Income tax expense was $65.2 million for the three months ended September 30, 2020 compared to $39.5 million for the same period in 2019. The effective tax rates, which decreased in the current year, were 25.6% and 115.1% for each of the respective periods. In 2019, Nexstar recorded an income tax expense of $12.8 million attributable to nondeductible goodwill written off as a result of the Nexstar Divestitures related to the merger with Tribune (See Note 3), or a 37.3% decrease to the effective tax rate in 2020. Additionally, the goodwill impairment loss recorded in 2019 was not deductible for purposes of calculating the tax provision and resulted in an income tax expense of $11.1 million in 2019, or a 32.3% decrease to the effective tax rate in 2020. Also, certain transaction and severance costs that Nexstar incurred in connection with its merger with Tribune in 2019 (See Note 3) were determined to be nondeductible for tax purposes. This resulted in an income tax expense of $6.0 million in 2019, or a 17.6% decrease to the effective tax rate in 2020 . Income tax expense was $166.9 million for the nine months ended September 30, 2020 compared to $82.6 million for the same period in 2019. The effective tax rates, which decreased in the current year, were 27.3% and 40.3% for each of the respective periods. In 2019, Nexstar recorded an income tax expense of $12.8 million attributable to nondeductible goodwill written off as a result of the Nexstar Divestitures related to the merger with Tribune (See Note 3), or a 6.3% decrease to the effective tax rate in 2020. Additionally, the goodwill impairment loss recorded in 2019 was not deductible for purposes of calculating the tax provision and resulted in an income tax expense of $11.1 million in 2019, or a 5.4% decrease to the effective tax rate in 2020. Also, certain transaction and severance costs that Nexstar incurred in connection with its merger with Tribune in 2019 (See Note 3) were determined to be nondeductible for tax purposes. This resulted in an income tax expense of $6.0 million in 2019, or a 2.9% decrease to the effective tax rate in 2020. 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 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 and in the third quarter of 2020 as certain areas throughout the United States permitted the re-opening of non-essential businesses which has had a favorable impact to the macroeconomic environment and to the Company’s revenue . As of September 30, 2020, the Company also remained profitable. 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 | 9 Months Ended |
Sep. 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 rehearing and its decision took effect on November 29, 2019. On December 20, 2019, the FCC issued an order reinstating the local television ownership rule, the radio/television cross-ownership rule, the newspaper/broadcast cross-ownership rule and the television JSA attribution rule as they existed prior to the Reconsideration Order (including the eight voices test with respect to local television ownership). On April 17, 2020, the FCC and a group of media industry stakeholders (including Nexstar) filed separate petitions for certiorari requesting that the U.S. Supreme Court review the Third Circuit’s decision. The Supreme Court granted certiorari on October 2, 2020. Oral argument and a decision in the case are expected to occur in 2021. 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 September 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 “repack” 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 surrendered their spectrum in exchange for consideration and entered 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 September 29, 2020, verified cost estimates were approximately $2.18 billion, with additional reimbursements still to be made to repack stations as well as certain low power television and FM radio stations affected by the repack. As of October 7, 2020, the FCC reported that all repack stations had ceased operating on their former channel assignments. This includes all repack 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 nine months ended September 30, 2020, the Company spent a total of $19.4 million and $49.3 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 nine months ended September 30, 2019, the Company spent a total of $19.9 million and $56.3 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 nine months ended September 30, 2020, the Company received $12.9 million and $51.3 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 nine months ended September 30, 2019, the Company received $20.4 million and $54.0 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 | 9 Months Ended |
Sep. 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 September 30, 2020, Mission had a maximum commitment of $250.0 million under its credit agreement, of which $225.0 million principal balance of debt was outstanding. As of the same date, Shield had used all of its commitment and had outstanding principal debt obligations of $21.0 million. Based on the terms of the credit agreements, Mission’s outstanding debt and Shield’s outstanding debt are 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, 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. 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. On August 13, 2020, the bankruptcy court denied the abstention motion, dismissed the claims that had previously been dismissed by the New York court (including the fraud claim) on the basis of comity, and set a discovery schedule culminating in a pretrial conference on February 1, 2021. Nexstar also filed a motion seeking authority from the bankruptcy court to bring fraudulent conveyance claims belonging to the estate against Pluria Marshall after the debtor refused to bring those claims itself. That motion has not yet been decided. Trial is expected to be scheduled for February 2021. In late September 2020, the parties withdrew the New York appeal with prejudice and agreed to stay the litigation in the trial court until the conclusion of the Texas litigation. On November 2, 2020, Nexstar and Marshall agreed to settle all claims between the parties. Accordingly, Nexstar agreed to pay and Marshall agreed to accept $2.25 million in cash consideration to settle all claims in full and with finality, subject to Marshall obtaining approval from the Bankruptcy Court of the Southern District of Texas. As of the filing of this Quarterly Report on Form 10-Q, Marshall has not received the required approval. If the Bankruptcy Court of the Southern District of Texas does not approve, the settlement between Nexstar and Marshall is terminated and void and Nexstar is not required to pay the cash consideration to Marshall, and the litigation will recommence. In connection with the Merger (See Note 3), 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. The last of the appeals to be resolved were the appeals of Delaware Trust Company and Deutsche Bank. On August 26, 2020, the United States Court of Appeals for the Third Circuit issued an opinion affirming the order of the Bankruptcy Court confirming the Plan and the subsequent affirmation of the Bankruptcy Court’s confirmation order by the United States District Court for the District of Delaware. 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 September 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 September 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 nine months ended September 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 agreed to sell to Nexstar television station WDKY-TV in the Lexington, KY DMA, subject to FCC approval and other customary conditions. (See Note 3 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 (See Note 3 for additional information). 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 Internal Revenue Service (“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 September 30, 2020 would be approximately $115.0 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 fourth quarter 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 $225.0 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 Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits— The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Prior to Nexstar’s merger with Tribune in September 2019, t he Tribune entities were undergoing 2014 – 2015 Federal income tax audits. In the third quarter of 2020, the IRS completed its audits of the Tribune acquired entities, and with the exception of Tribune Media Company and Tribune Broadcasting Company II, LLC taxpayer entities , all other entity audits have been resolved and closed. For the Tribune entit ies pending completion of the IRS audits , the IRS issued a Revenue Agent's Report which disallows the reporting of certain assets and liabilities related to Tribune’ s emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets, and the related taxable income impact, and is contesting the adjustments through the IRS administrative appeals procedures. If the IRS prevails with its position, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ million increase in its federal and state taxes payable and a $ million increase in deferred income tax liability as of September 30, 2020. In accordance with ASC Topic 740, the Company has appropriately reflected $ million for certain contested issues in its liability for unrecognized tax benefits. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 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 September 30, 2020 Broadcast Other Consolidated Net revenue $ 1,094,804 $ 23,399 $ 1,118,203 Depreciation 31,096 5,515 36,611 Amortization of intangible assets 68,591 674 69,265 Income (loss) from operations 377,172 (33,575 ) 343,597 Nine Months Ended September 30, 2020 Broadcast Other Consolidated Net revenue $ 3,060,279 $ 64,379 $ 3,124,658 Depreciation 91,187 16,600 107,787 Amortization of intangible assets 206,617 2,743 209,360 Income (loss) from operations 958,592 (113,727 ) 844,865 Three Months Ended September 30, 2019 Broadcast Other Consolidated Net revenue $ 637,148 $ 26,427 $ 663,575 Depreciation 26,538 2,825 29,363 Amortization of intangible assets 37,215 5,228 42,443 Income (loss) from operations 189,408 (67,793 ) 121,615 Nine Months Ended September 30, 2019 Broadcast Other Consolidated Net revenue $ 1,858,226 $ 81,008 $ 1,939,234 Depreciation 75,587 9,303 84,890 Amortization of intangible assets 98,830 16,708 115,538 Income (loss) from operations 550,001 (151,368 ) 398,633 As of September 30, 2020 Broadcast Other Consolidated Goodwill $ 2,861,314 $ - $ 2,861,314 Assets 12,169,206 1,121,296 13,290,502 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 September 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 381,929 $ - $ 381,929 Political advertising 132,387 - 132,387 Distribution 538,271 105 538,376 Digital 33,488 21,743 55,231 Other 6,609 1,551 8,160 Trade 2,120 - 2,120 Total net revenue $ 1,094,804 $ 23,399 $ 1,118,203 Nine Months Ended September 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 1,097,509 $ 39 $ 1,097,548 Political advertising 209,294 - 209,294 Distribution 1,622,639 1,997 1,624,636 Digital 100,949 57,383 158,332 Other 22,015 4,960 26,975 Trade 7,873 - 7,873 Total net revenue $ 3,060,279 $ 64,379 $ 3,124,658 Three Months Ended September 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 290,213 $ - $ 290,213 Political advertising 10,899 - 10,899 Distribution 294,808 - 294,808 Digital 32,385 25,752 58,137 Other 4,995 675 5,670 Trade 3,848 - 3,848 Total net revenue $ 637,148 $ 26,427 $ 663,575 Nine Months Ended September 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 809,668 $ - $ 809,668 Political advertising 15,363 - 15,363 Distribution 923,050 - 923,050 Digital 86,906 80,303 167,209 Other 12,454 705 13,159 Trade 10,785 - 10,785 Total net revenue $ 1,858,226 $ 81,008 $ 1,939,234 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 | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17: Subs equent Events On October 1, 2020, Nexstar Broadcasting, Inc., a wholly-owned subsidiary of Nexstar, filed a Certificate of Amendment with the Secretary of State of Delaware to change its name to Nexstar Inc. In connection with this change, effective on November 1, 2020, Nexstar merged its two primary operating subsidiaries, Nexstar Inc. and Nexstar Digital, LLC, with Nexstar Inc. surviving the merger as the single operating subsidiary of Nexstar. Accordingly, the broadcasting, networks and digital businesses are now operating under the Nexstar Inc. umbrella. On October 9, 2020, Nexstar contributed $34.8 million in cash to the Tribune qualified pension plans. Nexstar projects no additional cash contribution to its qualified pension plans during the remainder of 2020 (See Note 8). On October 19, 2020, Nexstar acquired 2,927,522 shares in Series A Preferred Stock of VENN, a live 24/7 streaming network for gaming and entertainment based in Los Angeles, CA, for a total cash consideration of $7.0 million. On October 21, 2020 $ 0.56 November 20, 2020 November 6, 2020 On October 30, 2020, Nexstar prepaid $300.0 million of the outstanding principal balance under its term loans, funded by cash on hand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 we are 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’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): September 30, 2020 December 31, 2019 Current assets $ 9,735 $ 9,837 Property and equipment, net 19,776 19,586 Goodwill 102,447 102,447 FCC licenses 151,782 138,482 Network affiliation agreements, net 51,767 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 4,106 6,818 Total assets $ 339,613 $ 332,570 Current liabilities $ 19,819 $ 19,653 Noncurrent liabilities 40,010 42,012 Total liabilities $ 59,829 $ 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 second quarter and in the third quarter of 2020 as certain areas throughout the United States permitted the re-opening of non-essential businesses which has had a favorable impact to the macroeconomic environment and to the Company’s revenue . As of September 30, 2020, the Company’s unrestricted cash on hand amounted to $409.9 million and the Company had a positive working capital of $669.5 million, both increased from the December 31, 2019 levels of $232.1 million and $404.2 million, respectively. As of September 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 $172.7 million and $25.0 million under the respective amended 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 September 30, 2020 and for the three and nine months ended September 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 Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s 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 these VIEs’ stations (except for Mission stations in three markets), subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of September 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 Mission KMSS, KPEJ, KLJB 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): September 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 9,153 $ 12,944 Accounts receivable, net 19,655 17,995 Prepaid expenses and other current assets 2,541 1,921 Total current assets 31,349 32,860 Property and equipment, net 47,360 42,308 Goodwill 138,936 135,634 FCC licenses 151,782 138,482 Network affiliation agreements, net 91,118 66,679 Other intangible assets, net 1,250 513 Other noncurrent assets, net 12,412 12,749 Total assets $ 474,207 $ 429,225 Current liabilities: Current portion of debt $ 1,492 $ 3,433 Interest payable 454 834 Other current liabilities 19,819 19,653 Total current liabilities 21,765 23,920 Debt 244,259 241,190 Deferred tax liabilities 22,512 22,505 Other noncurrent liabilities 17,498 19,507 Total liabilities $ 306,034 $ 307,122 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 (JSAs and SSAs) Nexstar had with the three television stations previously owned by Marshall, (ii) Nexstar’s previous guarantee of the obligations incurred under Marshall’s previous senior secured credit facility, and (iii) Nexstar’s previous power over activities affecting Marshall’s significant economic performance, including management advice and consultation on broadcast matters, the ability to sell certain advertising on the Marshall stations, and the production of the Marshall stations’ news and other programming. Thus, Nexstar consolidated Marshall and its stations beginning on December 1, 2014. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. Effective on December 6, 2019, the bankruptcy court ordered the cancellation of certain executory contracts between Nexstar and Marshall, including the JSAs. As a result of Marshall’s filing for bankruptcy protection and the cancellation of the JSAs, Nexstar determined that it no longer had the power to direct the most significant economic activities of the entity and thus no longer met 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 nine months ended September 30, 2020 were excluded and the operating results and cash flows of Marshall for the three and nine months ended September 30, 2019 were included in the accompanying Condensed Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The assets, liabilities and equity of Marshall as of September 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 previously owned by Marshall: KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market. On April 1, 2020, the acquisition was approved by the Bankruptcy Court for the Southern District of Texas. On September 1, 2020, Mission completed this acquisition. The purchase price for the acquisition was $53.2 million, of which $49.0 million was applied against Mission’s existing loans receivable from Marshall on a dollar-for-dollar basis and the remaining $4.2 million in cash was funded by cash on hand (See Note 3 for additional information). Upon closing of the acquisition, the SSAs between Nexstar and Marshall and the debt agreement between Mission and Marshall were terminated, thus, Nexstar no longer holds a variable interest in Marshall. On September 1, 2020, Mission entered into new SSAs with Nexstar. As a result of Mission’s acquisition of the former Marshall stations, Nexstar determined that it has variable interests in these stations as a result of the new SSAs effective September 1, 2020 and Nexstar’s guarantee of the obligations incurred under Mission’s senior secured credit facility. Nexstar has also evaluated its arrangements with these stations and with Mission and determined that it is the primary beneficiary of the variable interests because Nexstar has the ultimate power to direct the activities that most significantly impact the economic performance of the stations including developing the annual operating budget, management advice and consultation on broadcast matters and the production of news and other programming . Therefore, Nexstar has consolidated these stations under authoritative guidance related to the consolidation of variable interest entities beginning on September 1, 2020. Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the outsourcing agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from 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. |
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 Nexstar’s diluted shares (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 44,979 46,114 45,313 45,997 Dilutive effect of equity incentive plan instruments 1,758 - 1,751 1,922 Weighted average shares outstanding - diluted 46,737 46,114 47,064 47,919 During the three months ended September 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 85,000 and 2,700 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. During the nine months ended September 30, 2020 and 2019, stock options and restricted stock units to acquire a weighted average of 157,000 shares and 10,900 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 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 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),” I n 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 (i) the negative effects which the COVID-19 pandemic has had on the United States economy and financial markets, and (ii) other economic factors, the Company increased the allowance for doubtful accounts on its accounts receivable to $29.1 million as of September 30, 2020. In the third quarter of 2020, Nexstar also recorded a $13.1 million allowance for uncollectible amounts due from Marshall (in other noncurrent assets), an entity for which Nexstar had a variable interest (See Note 2, “Variable Interest Entities”). During the three and nine months ended September 30, 2020, the Company recorded bad debt expense of $14.4 million and $24.7 million, respectively, including the provision for amounts due from Marshall in the third quarter of 2020. New Accounting Standards Not Yet Adopted On August 26, 2020, as part of its broader disclosure effectiveness initiative, the SEC issued Final Rule Release No. 33-10825, “Modernization of Regulation S-K Items 101, 103, and 105” (“SEC Rule 33-10825”), which amends the disclosure rules relating to the description of the business, legal proceedings, and risk factors which are required in many SEC filings, including Form 10-K and registration statements. Key changes include: (i) requiring a principles-based description of the company’s human capital resources, including any human capital measures/objectives that the company focuses on in managing its business (e.g., those that address the development, attraction, and retention of personnel) when material to understanding the business; (ii) eliminating the requirement to disclose business developments over the last five years and focusing on developments that are critical to understanding the company’s business, and, after an initial registration statement, permitting companies to provide only an update of material business developments, so long as the full discussion of business developments from a single previously-filed registration statement or report is incorporated by reference; (iii) increasing the quantitative threshold for disclosing certain governmental environmental proceedings and allowing legal proceedings disclosures to be hyperlinked or cross-referenced to other sections in the document; and (iv) shifting the focus to “material” risk factors categorized by relevant heading and requiring a risk factor summary when the risk factor section is longer than 15 pages. SEC Rule 33-10825 is effective on November 9, 2020. The Company is currently assessing the potential impacts of the adoption of SEC Rule 33-10825 may have on its Condensed Consolidated Financial Statements upon its adoption. 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) | 9 Months Ended |
Sep. 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 Nexstar’s diluted shares (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Weighted average shares outstanding - basic 44,979 46,114 45,313 45,997 Dilutive effect of equity incentive plan instruments 1,758 - 1,751 1,922 Weighted average shares outstanding - diluted 46,737 46,114 47,064 47,919 |
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): September 30, 2020 December 31, 2019 Current assets $ 9,735 $ 9,837 Property and equipment, net 19,776 19,586 Goodwill 102,447 102,447 FCC licenses 151,782 138,482 Network affiliation agreements, net 51,767 55,378 Other intangible assets, net - 22 Other noncurrent assets, net 4,106 6,818 Total assets $ 339,613 $ 332,570 Current liabilities $ 19,819 $ 19,653 Noncurrent liabilities 40,010 42,012 Total liabilities $ 59,829 $ 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): September 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 9,153 $ 12,944 Accounts receivable, net 19,655 17,995 Prepaid expenses and other current assets 2,541 1,921 Total current assets 31,349 32,860 Property and equipment, net 47,360 42,308 Goodwill 138,936 135,634 FCC licenses 151,782 138,482 Network affiliation agreements, net 91,118 66,679 Other intangible assets, net 1,250 513 Other noncurrent assets, net 12,412 12,749 Total assets $ 474,207 $ 429,225 Current liabilities: Current portion of debt $ 1,492 $ 3,433 Interest payable 454 834 Other current liabilities 19,819 19,653 Total current liabilities 21,765 23,920 Debt 244,259 241,190 Deferred tax liabilities 22,512 22,505 Other noncurrent liabilities 17,498 19,507 Total liabilities $ 306,034 $ 307,122 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Information | The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Tribune had occurred on January 1, 2018. The unaudited pro forma information combined the historical results of Nexstar and Tribune, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Merger had taken place at the beginning of fiscal year 2018. Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Net revenue $ 961,395 $ 2,923,988 Income before income taxes 11,000 268,427 Net (loss) income (19,088 ) 175,531 Net (loss) income attributable to Nexstar (19,757 ) 170,145 |
2020 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the 2020 acquisitions described above are as follows (in thousands): Assets acquired Cash $ 2,099 Accounts receivable, net 3,918 Prepaid expenses and other current assets 6,010 Property and equipment 25,896 FCC licenses 39,217 Network affiliation agreements 71,739 Goodwill 7,643 Other intangible assets 6,693 Other noncurrent assets 2,537 Total assets acquired 165,752 Less: Broadcast rights payable (6,302 ) Accrued expenses and other current liabilities (4,207 ) Operating lease liabilities (1,879 ) Bargain purchase gain (18,980 ) Total Purchase Price $ 134,384 |
Tribune [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands): Purchase Price Assets acquired Allocation (1) Cash and cash equivalents $ 1,289,251 Restricted cash and cash equivalents 16,609 Accounts receivable, net 366,820 Prepaid expenses and other current assets 227,770 Property and equipment 511,255 Goodwill 896,154 FCC licenses 1,249,286 Network affiliation agreements 1,303,858 Other intangible assets 742,114 Equity investments 1,460,440 Assets held for sale 239,750 Other noncurrent assets 276,099 Total assets acquired 8,579,406 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (358,632 ) Income taxes payable (158,873 ) Deferred tax liabilities (1,073,524 ) Other noncurrent liabilities (761,649 ) Total liabilities assumed (2,393,911 ) Noncontrolling interests (6,201 ) Net assets acquired and consolidated $ 6,179,294 (1) The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below. |
Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger | The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 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 September 30, 2020 December 31, 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,118,357 $ (827,673 ) $ 2,290,684 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 965,293 (300,893 ) 664,400 961,350 (233,996 ) 727,354 Other intangible assets $ 4,083,650 $ (1,128,566 ) $ 2,955,084 $ 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 September 30, 2020 (in thousands): Remainder of 2020 $ 72,775 2021 271,338 2022 268,939 2023 266,054 2024 264,272 Thereafter 1,811,706 $ 2,955,084 |
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) 7,643 - 7,643 39,217 - 39,217 Current year divestitures (See Note 3) (48,429 ) - (48,429 ) (104,308 ) - (104,308 ) Measurement period adjustments related to Nexstar and Tribune merger (See Note 3) (94,775 ) - (94,775 ) - - - Balances as of September 30, 2020 $ 2,993,608 $ (132,294 ) $ 2,861,314 $ 2,903,784 $ (47,410 ) $ 2,856,374 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 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): September 30, 2020 December 31, 2019 Real estate $ 4,524 $ 240,524 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investment | Investments consisted of the following (in thousands): September 30, 2020 December 31, 2019 Equity method investments $ 1,308,794 $ 1,471,866 Other equity investments 5,064 5,487 Total investments $ 1,313,858 $ 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 Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Income on equity investments, net, before amortization of basis difference $ 52,801 $ 7,242 $ 152,170 $ 6,302 Amortization of basis difference (36,940 ) (4,025 ) (110,819 ) (4,241 ) Income on equity investments, net $ 15,861 $ 3,217 $ 41,351 $ 2,061 |
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Nine Months Ended September 19, 2019 to September 30, 2020 September 30, 2020 September 30, 2019 Net revenue $ 306,390 $ 933,929 $ 46,437 Costs and expenses 137,156 448,760 16,852 Income from operations 169,233 485,169 29,585 Net income 170,543 491,957 24,991 Net income attributable to Nexstar Media Group, Inc. 53,370 153,953 7,822 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, 2020 December 31, 2019 Compensation and related taxes $ 85,840 $ 88,372 Interest payable 31,391 88,600 Network affiliation fees 51,217 62,901 Other 111,368 182,638 $ 279,816 $ 422,511 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit Cost (Credit) | The following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ - $ - $ 5 $ - $ 248 $ 32 $ - $ - Interest cost 2,925 3,875 138 200 13,374 1,841 33 5 Expected return on plan assets (4,925 ) (5,475 ) - - (22,341 ) (3,024 ) - - Amortization of prior service costs - - (13 ) - - - - - Amortization of net loss - - 43 - - - - - Net periodic benefit cost (credit) $ (2,000 ) $ (1,600 ) $ 173 $ 200 $ (8,719 ) $ (1,151 ) $ 33 $ 5 Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ - $ - $ 15 $ - $ 744 $ 32 $ - $ - Interest cost 8,775 11,625 413 600 40,122 1,841 99 5 Expected return on plan assets (14,775 ) (16,425 ) - - (67,023 ) (3,024 ) - - Amortization of prior service costs - - (38 ) - - - - - Amortization of net loss - - 128 - - - - - Net periodic benefit cost (credit) $ (6,000 ) $ (4,800 ) $ 518 $ 600 $ (26,157 ) $ (1,151 ) $ 99 $ 5 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (in thousands): September 30, 2020 December 31, 2019 Term loans $ 4,956,865 $ 5,914,703 Revolving loans 225,000 - 5.625% Notes due 2024 - 900,000 5.625% Notes due 2027 1,785,000 1,785,000 4.75% Notes due 2028 1,000,000 - Total outstanding principal 7,966,865 8,599,703 Less: unamortized financing costs and discount - Term Loans (81,194 ) (104,281 ) Less: unamortized financing costs and discount - 5.625% Notes due 2024 - (9,955 ) Add: unamortized premium, net of financing costs - 5.625% Notes due 2027 6,185 7,121 Less: unamortized financing costs and discount - 4.75% Notes due 2028 (9,316 ) - Total outstanding debt 7,882,540 8,492,588 Less: current portion (22,921 ) (109,310 ) Long-term debt, net of current portion $ 7,859,619 $ 8,383,278 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 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 September 30, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 219,380 $ 235,285 Current lease liabilities Other current liabilities $ 34,434 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 171,639 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,165 as of September 30, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 7,825 $ 8,138 Current lease liabilities Other current liabilities $ 1,006 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,417 $ 15,177 Weighted Average Remaining Lease Term Operating leases 6.8 years 7.4 years Finance leases 10.9 years 11.6 years Weighted Average Discount Rate Operating leases 5.1 % 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): Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 35,455 $ 16,754 Operating cash flows from finance leases 676 712 Financing cash flows from finance leases 652 610 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of September 30, 2020 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2020 $ 11,506 $ 467 2021 42,725 1,843 2022 39,858 1,803 2023 36,577 1,818 2024 33,953 1,833 Thereafter 82,990 13,363 Total future minimum lease payments 247,609 21,127 Less: imputed interest (41,536 ) (5,704 ) Total $ 206,073 $ 15,423 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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): September 30, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Term loans (1) $ 4,875,671 $ 4,834,838 $ 5,810,422 $ 5,915,451 Revolving loans (1) 225,000 225,892 - - 5.625% Senior unsecured notes due 2024 (2) - - 890,045 938,250 5.625% Senior unsecured notes due 2027 (2) 1,791,185 1,865,325 1,792,121 1,883,175 4.75% Senior unsecured notes due 2028 (2) 990,684 1,017,500 - - (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) |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 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 September 30, 2020 Broadcast Other Consolidated Net revenue $ 1,094,804 $ 23,399 $ 1,118,203 Depreciation 31,096 5,515 36,611 Amortization of intangible assets 68,591 674 69,265 Income (loss) from operations 377,172 (33,575 ) 343,597 Nine Months Ended September 30, 2020 Broadcast Other Consolidated Net revenue $ 3,060,279 $ 64,379 $ 3,124,658 Depreciation 91,187 16,600 107,787 Amortization of intangible assets 206,617 2,743 209,360 Income (loss) from operations 958,592 (113,727 ) 844,865 Three Months Ended September 30, 2019 Broadcast Other Consolidated Net revenue $ 637,148 $ 26,427 $ 663,575 Depreciation 26,538 2,825 29,363 Amortization of intangible assets 37,215 5,228 42,443 Income (loss) from operations 189,408 (67,793 ) 121,615 Nine Months Ended September 30, 2019 Broadcast Other Consolidated Net revenue $ 1,858,226 $ 81,008 $ 1,939,234 Depreciation 75,587 9,303 84,890 Amortization of intangible assets 98,830 16,708 115,538 Income (loss) from operations 550,001 (151,368 ) 398,633 As of September 30, 2020 Broadcast Other Consolidated Goodwill $ 2,861,314 $ - $ 2,861,314 Assets 12,169,206 1,121,296 13,290,502 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 September 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 381,929 $ - $ 381,929 Political advertising 132,387 - 132,387 Distribution 538,271 105 538,376 Digital 33,488 21,743 55,231 Other 6,609 1,551 8,160 Trade 2,120 - 2,120 Total net revenue $ 1,094,804 $ 23,399 $ 1,118,203 Nine Months Ended September 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 1,097,509 $ 39 $ 1,097,548 Political advertising 209,294 - 209,294 Distribution 1,622,639 1,997 1,624,636 Digital 100,949 57,383 158,332 Other 22,015 4,960 26,975 Trade 7,873 - 7,873 Total net revenue $ 3,060,279 $ 64,379 $ 3,124,658 Three Months Ended September 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 290,213 $ - $ 290,213 Political advertising 10,899 - 10,899 Distribution 294,808 - 294,808 Digital 32,385 25,752 58,137 Other 4,995 675 5,670 Trade 3,848 - 3,848 Total net revenue $ 637,148 $ 26,427 $ 663,575 Nine Months Ended September 30, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 809,668 $ - $ 809,668 Political advertising 15,363 - 15,363 Distribution 923,050 - 923,050 Digital 86,906 80,303 167,209 Other 12,454 705 13,159 Trade 10,785 - 10,785 Total net revenue $ 1,858,226 $ 81,008 $ 1,939,234 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Sep. 30, 2020TelevisionStationMarketState.RadioStation | Sep. 19, 2019 |
Organization And Business Operations [Line Items] | ||
Number of full power television stations owned, operated, programmed or provided sales and other services | 197 | |
Number of markets in which the Company's stations broadcast | Market | 115 | |
Number of states in which the Company's stations broadcast | State. | 39 | |
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% | 31.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 409,906 | $ 232,070 | |
Accounts receivable, net | 782,198 | 883,921 | |
Prepaid expenses and other current assets | 132,498 | 151,997 | |
Total current assets | 1,341,212 | 1,351,767 | |
Property and equipment, net | 1,598,081 | 1,290,428 | |
Goodwill | 2,861,314 | 2,996,875 | |
FCC licenses | 2,856,374 | 2,921,465 | |
Finite lived intangible assets, net | 2,955,084 | 3,259,620 | |
Other noncurrent assets, net | 360,055 | 451,705 | |
Total assets | [1] | 13,290,502 | 13,989,737 |
Current liabilities | 671,742 | 947,557 | |
Total liabilities | [1] | 11,035,786 | 11,936,244 |
Current liabilities: | |||
Current portion of debt | 22,921 | 109,310 | |
Interest payable | 31,391 | 88,600 | |
Other current liabilities | 14,846 | 6,475 | |
Total current liabilities | 671,742 | 947,557 | |
Debt | 7,859,619 | 8,383,278 | |
Deferred tax liabilities | 1,686,238 | 1,710,664 | |
Other noncurrent liabilities | 818,187 | 894,745 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 2,290,684 | 2,532,266 | |
Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 664,400 | 727,354 | |
Non Guarantor VIEs [Member] | |||
Current assets: | |||
Total current assets | 9,735 | 9,837 | |
Property and equipment, net | 19,776 | 19,586 | |
Goodwill | 102,447 | 102,447 | |
FCC licenses | 151,782 | 138,482 | |
Other noncurrent assets, net | 4,106 | 6,818 | |
Total assets | 339,613 | 332,570 | |
Current liabilities | 19,819 | 19,653 | |
Noncurrent liabilities | 40,010 | 42,012 | |
Total liabilities | 59,829 | 61,665 | |
Current liabilities: | |||
Total current liabilities | 19,819 | 19,653 | |
Non Guarantor VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 51,767 | 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 | 9,153 | 12,944 | |
Accounts receivable, net | 19,655 | 17,995 | |
Prepaid expenses and other current assets | 2,541 | 1,921 | |
Total current assets | 31,349 | 32,860 | |
Property and equipment, net | 47,360 | 42,308 | |
Goodwill | 138,936 | 135,634 | |
FCC licenses | 151,782 | 138,482 | |
Other noncurrent assets, net | 12,412 | 12,749 | |
Total assets | 474,207 | 429,225 | |
Current liabilities | 21,765 | 23,920 | |
Total liabilities | 306,034 | 307,122 | |
Current liabilities: | |||
Current portion of debt | 1,492 | 3,433 | |
Interest payable | 454 | 834 | |
Other current liabilities | 19,819 | 19,653 | |
Total current liabilities | 21,765 | 23,920 | |
Debt | 244,259 | 241,190 | |
Deferred tax liabilities | 22,512 | 22,505 | |
Other noncurrent liabilities | 17,498 | 19,507 | |
Consolidated VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 91,118 | 66,679 | |
Consolidated VIEs [Member] | Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | $ 1,250 | $ 513 | |
[1] | The consolidated total assets as of September 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $339.6 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 September 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $59.8 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 | Sep. 01, 2020USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Sep. 03, 2020USD ($) | Mar. 30, 2020TelevisionStation | Dec. 31, 2019USD ($) |
Significant Accounting Policies [Line Items] | ||||||||
Unrestricted cash on hand | $ 409,906 | $ 409,906 | $ 232,070 | |||||
Working capital | $ 669,500 | $ 669,500 | 404,200 | |||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 85,000 | 2,700 | 157,000 | 10,900 | ||||
Bad debt expense | $ 14,400 | $ 24,700 | ||||||
Accounts receivable, allowance for doubtful accounts | 29,082 | 29,082 | $ 17,205 | |||||
Allowance for uncollectable doubtful accounts other noncurrent | $ 13,100 | $ 13,100 | ||||||
Accounting Standards Update 2019-04 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2019-02 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2018-17 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2018-13 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2018-14 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
Accounting Standards Update 2016-13 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | ||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||||||
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 | $ 172,700 | $ 172,700 | $ 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 | $ 53,200 | |||||||
Purchase price settled against existing loans receivable | 49,000 | |||||||
Cash payment | $ 4,200 | |||||||
Mission [Member] | Revolving loans [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Available borrowing capacity | $ 25,000 | $ 25,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||
Weighted average shares outstanding - basic | 44,979 | 46,114 | 45,313 | 45,997 |
Dilutive effect of equity incentive plan instruments | 1,758 | 1,751 | 1,922 | |
Weighted average shares outstanding - diluted | 46,737 | 46,114 | 47,064 | 47,919 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - 2020 Acquisitions - Additional Information (Details) $ in Thousands | Sep. 17, 2020USD ($) | Sep. 01, 2020USD ($) | Mar. 02, 2020USD ($) | Jan. 27, 2020USD ($) | Sep. 19, 2019USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019 | Mar. 30, 2020TelevisionStation |
Business Acquisition [Line Items] | |||||||||||||
Operating income | $ 343,597 | $ 121,615 | $ 844,865 | $ 398,633 | |||||||||
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 | 9 years | ||||||||||||
Mission [Member] | Asset Purchase Agreement [Member] | Marshall Broadcasting Group, Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash payment | $ 4,200 | ||||||||||||
Number of television stations owned | TelevisionStation | 3 | ||||||||||||
Purchase price | 53,200 | ||||||||||||
Purchase price settled against existing loans receivable | $ 49,000 | ||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 3,300 | $ 3,300 | $ 3,300 | ||||||||||
Mission [Member] | Asset Purchase Agreement [Member] | Marshall Broadcasting Group, Inc [Member] | FCC Licenses [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | 13,300 | 13,300 | 13,300 | ||||||||||
Tribune [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition date | Sep. 19, 2019 | ||||||||||||
Cash payment | $ 4,197,198 | ||||||||||||
Purchase price | 7,187,039 | ||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 634,000 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 471,600 | ||||||||||||
Operating income | $ 78,400 | ||||||||||||
Merger related costs | $ 31,000 | $ 38,300 | |||||||||||
Tribune [Member] | FCC Licenses [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | 60,000 | ||||||||||||
Tribune [Member] | Network affiliation agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 102,000 | ||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||
Tribune [Member] | Other definite-lived intangible assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 288,000 | ||||||||||||
Weighted average estimated useful life of intangible assets | 9 years | ||||||||||||
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 | ||||||||||||
WDKY-TV [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition date | Sep. 17, 2020 | ||||||||||||
Cash payment | $ 18,000 | ||||||||||||
Net assets acquired | 37,000 | ||||||||||||
Bargain purchase gain | $ 19,000 | ||||||||||||
KGBT, WJZY/WMYT and WDKY [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 4,300 | 4,300 | 4,300 | ||||||||||
KGBT, WJZY/WMYT and WDKY [Member] | FCC Licenses [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | 25,900 | 25,900 | 25,900 | ||||||||||
2020 Acquisitions [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Net assets acquired | 134,384 | 134,384 | 134,384 | ||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 47,200 | ||||||||||||
Operating income | $ 17,900 | ||||||||||||
Merger related costs | $ 1,700 | $ 4,300 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets acquired | ||
Goodwill | $ 2,861,314 | $ 2,996,875 |
2020 Acquisitions [Member] | ||
Assets acquired | ||
Cash | 2,099 | |
Accounts receivable, net | 3,918 | |
Prepaid expenses and other current assets | 6,010 | |
Property and equipment | 25,896 | |
FCC licenses | 39,217 | |
Other intangible assets | 6,693 | |
Goodwill | 7,643 | |
Other noncurrent assets | 2,537 | |
Total assets acquired | 165,752 | |
Less: Broadcast rights payable | (6,302) | |
Accrued expenses and other current liabilities | (4,207) | |
Operating lease liabilities | (1,879) | |
Bargain purchase gain | (18,980) | |
Total Purchase Price | 134,384 | |
2020 Acquisitions [Member] | Network affiliation agreements [Member] | ||
Assets acquired | ||
Other intangible assets | $ 71,739 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - 2020 Dispositions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Jan. 14, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||||
Gain (Loss) on sale of business | $ 96,608 | $ 7,025 | $ 96,608 | ||
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) $ / shares in Units, $ in Thousands | Sep. 17, 2020USD ($) | Sep. 19, 2019USD ($)TelevisionStationMarketRadioStationStation$ / shares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2019$ / shares | |
Business Acquisition [Line Items] | ||||||||||
Gain (Loss) on sale of business | $ 96,608 | $ 7,025 | $ 96,608 | |||||||
Increase (decrease) in goodwill | (87,000) | |||||||||
Consideration received from measurement period adjustment | $ 98,000 | 98,000 | ||||||||
Income tax payable | 30,000 | 30,000 | ||||||||
Estimated fair value of equity investments | $ 1,447,000 | |||||||||
Operating income | $ 343,597 | 121,615 | $ 844,865 | 398,633 | ||||||
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 | 9 years | |||||||||
Other definite-lived intangible assets [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Network affiliation agreements useful life | 1 year | 1 year | ||||||||
Other definite-lived intangible assets [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Network affiliation agreements useful life | 20 years | 20 years | ||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | 5.625% | |||||
Class A Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Class B Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
WGN America [Member] | Television Food Network and Portfolio of Real Estate Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership stake | 31.30% | |||||||||
TV Food Network [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership stake | 31.30% | 31.30% | 31.30% | |||||||
Tribune [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Sep. 19, 2019 | |||||||||
Number of full power stations acquired | TelevisionStation | 31 | |||||||||
Number of AM radio stations acquired | RadioStation | 1 | |||||||||
Number of television market of stations acquired | Market | 23 | |||||||||
Number of stations divested | TelevisionStation | 21 | |||||||||
Number of television market of stations sold | Market | 16 | |||||||||
Outstanding equity acquired, price per share | $ / shares | $ 46.687397 | |||||||||
Selling price of entities sold | $ 1,360,000 | |||||||||
Business combination increase (decrease) in property and equipment | $ (8,900) | |||||||||
Business combination increase (decrease) in FCC licenses | (172,200) | |||||||||
Business combination increase (decrease) in network affiliation agreements | 34,800 | |||||||||
Business combination increase (decrease) in other intangible assets | 252,000 | |||||||||
Business combination increase (decrease) in deferred tax liabilities | (9,400) | $ (2,400) | ||||||||
Business combination increase (decrease) in long term liabilities | (8,000) | |||||||||
Increase (decrease) in goodwill | (66,600) | (94,800) | ||||||||
Business combination increase (decrease) in other current assets | 121,700 | |||||||||
Business combination increase (decrease) in accrued expenses and other current liabilities | (3,000) | |||||||||
Business combination increase (decrease) in income tax payable | $ 32,300 | |||||||||
Estimated fair value of equity investments | [1] | 1,460,440 | ||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 634,000 | |||||||||
Carryover of tax basis in equity investments, deductible for tax purposes | 360,000 | |||||||||
Carryover of tax basis in property and equipment including assets held for sale, deductible for tax purposes | 246,000 | |||||||||
Noncontrolling interests | [1] | 6,201 | ||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 471,600 | |||||||||
Operating income | $ 78,400 | |||||||||
Merger related costs | $ 31,000 | $ 38,300 | ||||||||
Tribune [Member] | FCC Licenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 60,000 | |||||||||
Tribune [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Property and equipment, Estimated useful life | 3 years | |||||||||
Tribune [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Property and equipment, Estimated useful life | 39 years | |||||||||
Tribune [Member] | Network affiliation agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination increase (decrease) in amortization of intangibles | $ 9,800 | |||||||||
Network affiliation agreements useful life | 15 years | |||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 102,000 | |||||||||
Tribune [Member] | Other definite-lived intangible assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average estimated useful life of intangible assets | 9 years | |||||||||
Carryover of tax basis in intangible assets, deductible for tax purposes | $ 288,000 | |||||||||
Tribune [Member] | Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt issuance | $ 1,120,000 | |||||||||
Interest rate | 5.625% | |||||||||
Tribune [Member] | Class A Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Tribune [Member] | Class B Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Tribune [Member] | TV Food Network [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination increase (decrease) in equity investment | $ (22,500) | |||||||||
Business combination increase (decrease) in amortization of basis difference | $ 16,000 | |||||||||
Tribune [Member] | Tribune Divestitures [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of stations divested | TelevisionStation | 13 | |||||||||
Number of television market of stations sold | Market | 11 | |||||||||
Selling price of entities sold | $ 1,008,000 | |||||||||
Number of divested television stations sold | Station | 13 | |||||||||
Gain (Loss) on sale of business | $ 9,800 | |||||||||
Tribune [Member] | Nexstar Divestitures | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Selling price of entities sold | $ 358,600 | |||||||||
Number of divested television stations sold | Station | 8 | |||||||||
Gain (Loss) on sale of business | $ 105,900 | |||||||||
WDKY-TV [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Sep. 17, 2020 | |||||||||
Bargain purchase gain | $ 19,000 | |||||||||
[1] | The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below. |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - Components of Total Consideration Paid or Payable Upon Closing of Merger (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||
Repayment of Tribune debt, including premium and accrued interest | $ 1,857,838 | $ 215,413 | |
Less: Gross selling price of Tribune Divestitures, including working capital adjustments | $ (362,803) | $ (1,352,958) | |
Tribune [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration and related taxes | $ 4,197,198 | ||
Warrants replacement awards | 1,008 | ||
Gross purchase price | 7,187,039 | ||
Less: Gross selling price of Tribune Divestitures, including working capital adjustments | (1,007,745) | ||
Net purchase price | 6,179,294 | ||
Tribune [Member] | Term Loans [Member] | |||
Business Acquisition [Line Items] | |||
Repayment of Tribune debt, including premium and accrued interest | $ 2,988,833 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | |
Assets acquired | ||||
Goodwill | $ 2,861,314 | $ 2,996,875 | ||
Equity investments | $ 1,447,000 | |||
Tribune [Member] | ||||
Assets acquired | ||||
Cash and cash equivalents | [1] | 1,289,251 | ||
Restricted cash and cash equivalents | [1] | 16,609 | ||
Accounts receivable, net | [1] | 366,820 | ||
Prepaid expenses and other current assets | [1] | 227,770 | ||
Property and equipment | [1] | 511,255 | ||
Goodwill | [1] | 896,154 | ||
FCC licenses | [1] | 1,249,286 | ||
Other intangible assets | [1] | 742,114 | ||
Equity investments | [1] | 1,460,440 | ||
Assets held for sale | [1] | 239,750 | ||
Other noncurrent assets | [1] | 276,099 | ||
Total assets acquired | [1] | 8,579,406 | ||
Liabilities assumed | ||||
Accounts payable | [1] | (41,233) | ||
Accrued expenses and other current liabilities | [1] | (358,632) | ||
Income taxes payable | [1] | (158,873) | ||
Deferred tax liabilities | [1] | (1,073,524) | ||
Other noncurrent liabilities | [1] | (761,649) | ||
Total liabilities assumed | [1] | (2,393,911) | ||
Noncontrolling interests | [1] | (6,201) | ||
Net assets acquired and consolidated | [1] | 6,179,294 | ||
Tribune [Member] | Network affiliation agreements [Member] | ||||
Assets acquired | ||||
Other intangible assets | [1] | $ 1,303,858 | ||
[1] | The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below. |
Acquisitions and Dispositions_7
Acquisitions and Dispositions - Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||
Net revenue | $ 961,395 | $ 2,923,988 |
Income before income taxes | 11,000 | 268,427 |
Net (loss) income | (19,088) | 175,531 |
Net (loss) income attributable to Nexstar | $ (19,757) | $ 170,145 |
Acquisitions and Dispositions_8
Acquisitions and Dispositions - Future Acquisitions - Additional Information (Details) - Option Agreement [Member] - USD ($) $ in Millions | Aug. 10, 2020 | Jul. 08, 2020 |
WPIX [Member] | New York [Member] | E.W. Scripps Company [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 75 | |
WXXA-TV and WLAJ TV [Member] | Shield Stations [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | $ 20.8 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,083,650 | $ 4,185,256 |
Accumulated Amortization | (1,128,566) | (925,636) |
Net | $ 2,955,084 | $ 3,259,620 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,118,357 | $ 3,223,906 |
Accumulated Amortization | (827,673) | (691,640) |
Net | 2,290,684 | 2,532,266 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 965,293 | 961,350 |
Accumulated Amortization | (300,893) | (233,996) |
Net | $ 664,400 | $ 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2020 | $ 72,775 | |
2021 | 271,338 | |
2022 | 268,939 | |
2023 | 266,054 | |
2024 | 264,272 | |
Thereafter | 1,811,706 | |
Net | $ 2,955,084 | $ 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 | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 2,993,608 | $ 3,129,169 |
Goodwill, Accumulated Impairment | (132,294) | (132,294) |
Goodwill, Net | 2,861,314 | 2,996,875 |
Goodwill Current year acquisitions, Gross | 7,643 | |
Goodwill Current year acquisitions, Net | 7,643 | |
Goodwill Current year divestitures, Gross | (48,429) | |
Goodwill Current year divestitures, Net | (48,429) | |
Measurement period adjustments, Gross | (94,775) | |
Measurement period adjustments, Net | (94,775) | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 2,903,784 | 2,968,875 |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) |
FCC Licenses, Net | 2,856,374 | $ 2,921,465 |
FCC Licenses Current year acquisitions, Gross | 39,217 | |
FCC Licenses Current year acquisitions, Net | 39,217 | |
FCC Licenses Current year divestitures, Gross | (104,308) | |
FCC Licenses Current year divestitures, Net | $ (104,308) |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 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 | 9 Months Ended | |
Sep. 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Equity method investments | $ 1,308,794 | $ 1,471,866 |
Other equity investments | 5,064 | 5,487 |
Total investments | $ 1,313,858 | $ 1,477,353 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Equity method investments, book value | $ 1,308,794 | $ 1,308,794 | $ 1,471,866 | |
Cash distributions received | 206,997 | |||
Basis difference related to equity method investment | $ 702,800 | $ 702,800 | ||
Tribune [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Weighted average remaining useful life of assets subjects to amortization of basis difference | 6 years | |||
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 | $ 1,289,000 | $ 1,289,000 | ||
Cash distributions received | $ 9,900 | $ 207,000 |
Investments - Summary of Income
Investments - Summary of Income (Loss) on Equity Investments, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | ||||
Income on equity investments, net, before amortization of basis difference | $ 52,801 | $ 7,242 | $ 152,170 | $ 6,302 |
Amortization of basis difference | (36,940) | (4,025) | (110,819) | (4,241) |
Income on equity investments, net | $ 15,861 | $ 3,217 | $ 41,351 | $ 2,061 |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Schedule Of Equity Method Investments [Line Items] | |||||
Net revenue | $ 1,118,203 | $ 663,575 | $ 3,124,658 | $ 1,939,234 | |
Costs and expenses | 774,606 | 541,960 | 2,279,793 | 1,540,601 | |
Income from operations | 343,597 | 121,615 | 844,865 | 398,633 | |
Net income | 189,313 | (5,178) | 445,148 | 122,444 | |
Net income attributable to Nexstar Media Group, Inc. | 190,684 | $ (5,847) | 447,194 | $ 117,047 | |
TV Food Network [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Net revenue | $ 46,437 | 306,390 | 933,929 | ||
Costs and expenses | 16,852 | 137,156 | 448,760 | ||
Income from operations | 29,585 | 169,233 | 485,169 | ||
Net income | 24,991 | 170,543 | 491,957 | ||
Net income attributable to Nexstar Media Group, Inc. | $ 7,822 | $ 53,370 | $ 153,953 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 85,840 | $ 88,372 |
Interest payable | 31,391 | 88,600 |
Network affiliation fees | 51,217 | 62,901 |
Other | 111,368 | 182,638 |
Accrued expenses | $ 279,816 | $ 422,511 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Additional Information (Details) | Sep. 19, 2019PensionPlan | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 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% | |||||
Tribune [Member] | Maximum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit retirement plans terminated benefits | $ 50,000 | |||||
Tribune [Member] | Qualified Pension Plans [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to qualified pension plan by Company | $ 0 | $ 0 | $ 5,700,000 | $ 0 | ||
Tribune [Member] | OPEB [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to qualified pension plan by Company | 0 | 0 | 0 | 0 | ||
Media General [Member] | Qualified Pension Plans [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to qualified pension plan by Company | 0 | 0 | 0 | 0 | ||
Media General [Member] | OPEB [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Contributions to qualified pension plan by Company | $ 0 | $ 0 | $ 0 | $ 0 |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Media General [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 2,925 | $ 3,875 | $ 8,775 | $ 11,625 |
Expected return on plan assets | (4,925) | (5,475) | (14,775) | (16,425) |
Net periodic benefit cost (credit) | (2,000) | (1,600) | (6,000) | (4,800) |
Media General [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 5 | 15 | ||
Interest cost | 138 | 200 | 413 | 600 |
Amortization of prior service costs | (13) | (38) | ||
Amortization of net loss | 43 | 128 | ||
Net periodic benefit cost (credit) | 173 | 200 | 518 | 600 |
Tribune [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 248 | 32 | 744 | 32 |
Interest cost | 13,374 | 1,841 | 40,122 | 1,841 |
Expected return on plan assets | (22,341) | (3,024) | (67,023) | (3,024) |
Net periodic benefit cost (credit) | (8,719) | (1,151) | (26,157) | (1,151) |
Tribune [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 33 | 5 | 99 | 5 |
Net periodic benefit cost (credit) | $ 33 | $ 5 | $ 99 | $ 5 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 7,966,865 | $ 8,599,703 |
Total outstanding debt | 7,882,540 | 8,492,588 |
Less: current portion | (22,921) | (109,310) |
Long-term debt, net of current portion | 7,859,619 | 8,383,278 |
Notes Payable to Banks [Member] | Term Loans [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 4,956,865 | 5,914,703 |
Unamortized financing costs and (discount) premium | (81,194) | (104,281) |
Revolving loans [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 225,000 | |
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 | 6,185 | 7,121 |
Senior Subordinated Notes [Member] | 5.625% Due 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 900,000 | |
Unamortized financing costs and (discount) premium | $ (9,955) | |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,000,000 | |
Unamortized financing costs and (discount) premium | $ (9,316) |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) - Senior Subordinated Notes [Member] | Sep. 30, 2020 | Sep. 25, 2020 | Dec. 31, 2019 |
4.75% Due 2028 [Member] | |||
Long term Debt [Abstract] | |||
Interest rate | 4.75% | 4.75% | 4.75% |
5.625% Due 2024 [Member] | |||
Long term Debt [Abstract] | |||
Interest rate | 5.625% | 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 | Sep. 25, 2020 | Sep. 03, 2020 | Mar. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 37,371 | $ 44,848 | $ 3,724 | ||||
Repayment of debt | $ 1,857,838 | $ 215,413 | |||||
2020 Revolving Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance | $ 280,000 | ||||||
Maturity date | Oct. 26, 2023 | ||||||
2020 Revolving Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, margin rate | 1.75% | ||||||
2020 Revolving Facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, margin rate | 2.50% | ||||||
2020 Revolving Facility [Member] | Mission [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance | $ 250,000 | ||||||
Amount drew upon revolving facility | 225,000 | ||||||
2020 Revolving Facility [Member] | Mission [Member] | Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment of principal balance under term loan | 224,500 | ||||||
Loss on extinguishment of debt | 2,700 | ||||||
2020 Revolving Facility [Member] | Nexstar [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance | 30,000 | ||||||
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance | $ 1,000,000 | ||||||
Maturity date | Nov. 1, 2028 | ||||||
Interest rate | 4.75% | 4.75% | 4.75% | 4.75% | |||
Debt redemption percentage | 100.00% | ||||||
Frequency of periodic principal payments | semiannually | ||||||
Debt instrument, first interest payment due date | May 1, 2021 | ||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | ||||||
Debt finance costs | $ 9,300 | $ 9,300 | |||||
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | At Any Time Prior to November 1, 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption percentage | 40.00% | ||||||
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | At Any Time Prior to November 1, 2023 Up to 40% of Aggregate Principal Amount [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption percentage | 104.75% | ||||||
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | Change in Control [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption percentage | 101.00% | ||||||
Senior Subordinated Notes [Member] | 5.625% Due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 33,900 | ||||||
Interest rate | 5.625% | 5.625% | 5.625% | 5.625% | |||
Repayment of debt | $ 900,000 | ||||||
Debt redemption percentage | 102.813% | ||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.625% | 5.625% | 5.625% | ||||
Senior Secured Credit Facility [Member] | Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment of principal balance under term loan | $ 200,000 | $ 480,000 | |||||
Loss on extinguishment of debt | 8,400 | ||||||
Repayment of debt | $ 53,300 | ||||||
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 | $ 25,000 | $ 25,000 | ||||
Revolving Loans [Member] | Nexstar [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Available borrowing capacity | $ 139,700 | $ 172,700 | $ 172,700 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 11.6 | $ 5.4 | $ 35.6 | $ 16.2 |
Direct Operating Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | 6 | 3.1 | 18.3 | 9.3 |
Selling General and Administrative Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 5.6 | $ 2.3 | $ 17.3 | $ 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Operating leases | ||
Operating lease right-of-use assets, net | $ 219,380 | $ 235,285 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Current lease liabilities | $ 34,434 | $ 35,043 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 171,639 | $ 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 | $ 7,825 | $ 8,138 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Current lease liabilities | $ 1,006 | $ 900 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 14,417 | $ 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 | 6 years 9 months 18 days | 7 years 4 months 24 days |
Finance leases | 10 years 10 months 24 days | 11 years 7 months 6 days |
Weighted Average Discount Rate | ||
Operating leases | 5.10% | 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance lease right-of-use-assets, accumulated depreciation | $ 3,165 | $ 2,526 |
Leases - Summary of Supplemen_3
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 35,455 | $ 16,754 |
Operating cash flows from finance leases | 676 | 712 |
Financing cash flows from finance leases | $ 652 | $ 610 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Operating Leases | |
Remainder of 2020 | $ 11,506 |
2021 | 42,725 |
2022 | 39,858 |
2023 | 36,577 |
2024 | 33,953 |
Thereafter | 82,990 |
Total future minimum lease payments | 247,609 |
Less: imputed interest | (41,536) |
Total | 206,073 |
Finance Leases | |
Remainder of 2020 | 467 |
2021 | 1,843 |
2022 | 1,803 |
2023 | 1,818 |
2024 | 1,833 |
Thereafter | 13,363 |
Total future minimum lease payments | 21,127 |
Less: imputed interest | (5,704) |
Total | $ 15,423 |
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 | Sep. 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] | $ 4,875,671 | $ 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] | 4,834,838 | 5,915,451 |
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 225,000 | |
Revolving loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 225,892 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 890,045 | |
Senior Subordinated Notes [Member] | 5.625 % Due 2024 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 938,250 | |
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] | 1,791,185 | 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] | 1,865,325 | $ 1,883,175 |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [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] | 990,684 | |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [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] | $ 1,017,500 | |
[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] | Sep. 30, 2020 | Sep. 25, 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% |
5.625 % Due 2027 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 5.625% | 5.625% | |
4.75% Due 2028 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 4.75% | 4.75% | 4.75% |
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% | |
Fair Value, Nonrecurring | 4.75% Due 2028 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 4.75% | 4.75% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 01, 2020 | |
Class Of Stock [Line Items] | |||
Purchase of treasury stock | $ 125,013 | $ 197,600 | |
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Authorization of share repurchase | $ 300,000 | ||
Authorization of share repurchase, remaining available amount | $ 259,200 | $ 259,200 | $ 384,200 |
Treasury Stock [Member] | |||
Class Of Stock [Line Items] | |||
Purchase of treasury stock, shares | 1,300,000 | 2,250,000 | |
Purchase of treasury stock | $ 125,013 | $ 197,600 | |
Treasury Stock [Member] | Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Purchase of treasury stock | $ 125,000 | $ 197,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 65,177 | $ 39,507 | $ 166,927 | $ 82,594 |
Effective income tax rates | 25.60% | 115.10% | 27.30% | 40.30% |
Income tax benefit related to nondeductible goodwill written off | $ 12,800 | $ 12,800 | ||
Decrease to effective tax rate related to nondeductible goodwill written off | 37.30% | 6.30% | ||
Income tax expense related to nondeductible expenses | 11,100 | 11,100 | ||
Decrease to effective tax rate related to nondeductible expenses | 32.30% | 5.40% | ||
Income tax expense related to nondeductible expenses, transaction and severance costs | $ 6,000 | $ 6,000 | ||
Increase to effective tax rate related to nondeductible expenses, transaction and severance costs | 17.60% | 2.90% |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Dec. 06, 2019USD ($) | Jul. 21, 2017USD ($) | Apr. 13, 2017USD ($)TelevisionStation | Nov. 30, 2017TelevisionStation | Sep. 30, 2020USD ($)TelevisionStation | Jun. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2020USD ($)TelevisionStation | Sep. 30, 2019USD ($) | 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 | |||||||||||
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 | $ | $ 2,180,000,000 | |||||||||||
Capital expenditures related to station repack | $ | $ 19,400,000 | $ 19,900,000 | 49,300,000 | $ 56,300,000 | ||||||||
Reimbursement from the FCC related to station repack | $ | $ 12,873,000 | $ 20,417,000 | $ 51,347,000 | $ 54,020,000 | ||||||||
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 | Nov. 02, 2020USD ($) | Jul. 15, 2020USD ($) | Jan. 28, 2020USD ($) | Jan. 27, 2020USD ($) | Sep. 19, 2019USD ($) | Jan. 22, 2019USD ($) | Jun. 28, 2016USD ($) | Dec. 31, 2012Proof | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Proof | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 21, 2009 |
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Restricted cash and cash equivalents | $ 16,610 | $ 16,610 | $ 16,610 | $ 16,608 | |||||||||||
Payment for non-license assets | $ 18,000 | ||||||||||||||
Cash payment | $ 98,000 | ||||||||||||||
Income tax expense (benefit) | 65,177 | $ 39,507 | 166,927 | $ 82,594 | |||||||||||
Increase in deferred income tax liability | 20,940 | $ 14,899 | |||||||||||||
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] | Internal Revenue Service ("IRS") [Member] | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Income tax expense (benefit) | $ 182,000 | ||||||||||||||
Income tax penalties expense | $ 73,000 | 115,000 | |||||||||||||
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 | $ 16,600 | ||||||||||||
Number of proofs of claim against debtors withdrawn | Proof | 296 | ||||||||||||||
Cash payment | $ 4,197,198 | ||||||||||||||
Tribune [Member] | Internal Revenue Service ("IRS") [Member] | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Increase in federal and state taxes payable | 40,000 | ||||||||||||||
Increase in deferred income tax liability | 140,000 | ||||||||||||||
Unrecognized tax benefits | 11,000 | 11,000 | $ 11,000 | ||||||||||||
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] | 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 | ||||||||||||||
Marshall Litigation [Member] | Subsequent Event [Member] | |||||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||||
Loss contingency, settlement agreement, date | November 2, 2020 | ||||||||||||||
Loss contingency, settlement agreement, terms | As of the filing of this Quarterly Report on Form 10-Q, Marshall has not received the required approval. If the Bankruptcy Court of the Southern District of Texas does not approve, the settlement between Nexstar and Marshall is terminated and void and Nexstar is not required to pay the cash consideration to Marshall, and the litigation will recommence. | ||||||||||||||
Loss contingency, settlement agreement, counterparty's name | Marshall | ||||||||||||||
Loss contingency, settlement agreement amount | $ 2,250 | ||||||||||||||
Nexstar [Member] | Financial Guarantee of Mission Debt [Member] | |||||||||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||||||||
Maximum commitment under credit agreement | 250,000 | 250,000 | $ 250,000 | ||||||||||||
Commitment under credit agreement at carrying value | 225,000 | 225,000 | $ 225,000 | ||||||||||||
Line of credit facility maturity period | 2023-10 | ||||||||||||||
Nexstar [Member] | Financial Guarantee Shield Debt [Member] | |||||||||||||||
Guarantees of Mission, Marshall and Shield Debt [Abstract] | |||||||||||||||
Commitment under credit agreement at carrying value | $ 21,000 | $ 21,000 | $ 21,000 | ||||||||||||
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 | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 1,118,203 | $ 663,575 | $ 3,124,658 | $ 1,939,234 | ||
Depreciation | 36,611 | 29,363 | 107,787 | 84,890 | ||
Amortization of intangible assets | 69,265 | 42,443 | 209,360 | 115,538 | ||
Income (loss) from operations | 343,597 | 121,615 | 844,865 | 398,633 | ||
Goodwill | 2,861,314 | 2,861,314 | $ 2,996,875 | |||
Total assets | [1] | 13,290,502 | 13,290,502 | 13,989,737 | ||
Broadcast [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 1,094,804 | 637,148 | 3,060,279 | 1,858,226 | ||
Depreciation | 31,096 | 26,538 | 91,187 | 75,587 | ||
Amortization of intangible assets | 68,591 | 37,215 | 206,617 | 98,830 | ||
Income (loss) from operations | 377,172 | 189,408 | 958,592 | 550,001 | ||
Goodwill | 2,861,314 | 2,861,314 | 2,996,875 | |||
Total assets | 12,169,206 | 12,169,206 | 12,918,966 | |||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 23,399 | 26,427 | 64,379 | 81,008 | ||
Depreciation | 5,515 | 2,825 | 16,600 | 9,303 | ||
Amortization of intangible assets | 674 | 5,228 | 2,743 | 16,708 | ||
Income (loss) from operations | (33,575) | $ (67,793) | (113,727) | $ (151,368) | ||
Total assets | $ 1,121,296 | $ 1,121,296 | $ 1,070,771 | |||
[1] | The consolidated total assets as of September 30, 2020 and December 31, 2019 include certain assets held by consolidated VIEs of $339.6 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 September 30, 2020 and December 31, 2019 include certain liabilities of consolidated VIEs of $59.8 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 1,118,203 | $ 663,575 | $ 3,124,658 | $ 1,939,234 |
Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,094,804 | 637,148 | 3,060,279 | 1,858,226 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 23,399 | 26,427 | 64,379 | 81,008 |
Core Advertising (Local and National) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 381,929 | 290,213 | 1,097,548 | 809,668 |
Core Advertising (Local and National) [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 381,929 | 290,213 | 1,097,509 | 809,668 |
Core Advertising (Local and National) [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 39 | |||
Political Advertising [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 132,387 | 10,899 | 209,294 | 15,363 |
Political Advertising [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 132,387 | 10,899 | 209,294 | 15,363 |
Distribution [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 538,376 | 294,808 | 1,624,636 | 923,050 |
Distribution [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 538,271 | 294,808 | 1,622,639 | 923,050 |
Distribution [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 105 | 1,997 | ||
Trade [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 2,120 | 3,848 | 7,873 | 10,785 |
Trade [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 2,120 | 3,848 | 7,873 | 10,785 |
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 55,231 | 58,137 | 158,332 | 167,209 |
Digital [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 33,488 | 32,385 | 100,949 | 86,906 |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 21,743 | 25,752 | 57,383 | 80,303 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,160 | 5,670 | 26,975 | 13,159 |
Other [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 6,609 | 4,995 | 22,015 | 12,454 |
Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 1,551 | $ 675 | $ 4,960 | $ 705 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 30, 2020 | Oct. 21, 2020 | Oct. 19, 2020 | Oct. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||||||||
Dividends declared per common share | $ 0.56 | $ 0.45 | $ 1.68 | $ 1.35 | ||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Prepayment of principal balance under term loan | $ 300,000,000 | |||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared per common share | $ 0.56 | |||||||
Dividends, date declared | Oct. 21, 2020 | |||||||
Dividends, date payable | Nov. 20, 2020 | |||||||
Dividends, date of record | Nov. 6, 2020 | |||||||
Qualified Pension Plans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Defined benefit plan, expected contributions during reminder of fiscal year | $ 0 | $ 0 | ||||||
Tribune [Member] | Qualified Pension Plans [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Contributions to qualified pension plan by Company | $ 0 | $ 0 | $ 5,700,000 | $ 0 | ||||
Tribune [Member] | Qualified Pension Plans [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Contributions to qualified pension plan by Company | $ 34,800,000 | |||||||
VENN [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued to acquisition | 2,927,522 | |||||||
Cash consideration | $ 7,000,000 |