Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 23, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NXST | ||
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | ||
Entity Central Index Key | 0001142417 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,644,752,141 | ||
Entity Common Stock, Shares Outstanding | 43,384,534 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 000-50478 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 23-3083125 | ||
Entity Address, Address Line One | 545 E. John Carpenter Freeway | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75062 | ||
City Area Code | 972 | ||
Local Phone Number | 373-8800 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Class A Common Stock | ||
Security Exchange Name | NASDAQ | ||
Document incorporated by reference | Portions of the Proxy Statement for the Registrant’s 2021 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the close of the Registrant’s fiscal year and incorporated by reference in Part III of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 152,701 | $ 232,070 | |
Restricted cash and cash equivalents | 16,608 | 16,608 | |
Accounts receivable, net of allowance for doubtful accounts of $34,922 and $17,205, respectively | 904,801 | 883,921 | |
Spectrum asset | 67,171 | ||
Prepaid expenses and other current assets | 135,872 | 151,997 | |
Total current assets | 1,209,982 | 1,351,767 | |
Property and equipment, net | 1,604,881 | 1,290,428 | |
Goodwill | 2,984,008 | 2,996,875 | |
FCC licenses | 2,909,704 | 2,921,465 | |
Intangible assets, net | 2,939,201 | 3,259,620 | |
Intangible assets, net | 688,918 | 727,354 | |
Assets held for sale | 4,524 | 240,524 | |
Investments | 1,333,778 | 1,477,353 | |
Other noncurrent assets, net | 418,198 | 451,705 | |
Total assets | [1],[2] | 13,404,276 | 13,989,737 |
Current liabilities: | |||
Current portion of debt | 21,429 | 109,310 | |
Accounts payable | 218,418 | 157,366 | |
Broadcast rights payable | 105,557 | 120,165 | |
Accrued expenses | 307,192 | 422,511 | |
Liability to surrender spectrum asset | 77,962 | ||
Other current liabilities | 78,292 | 60,243 | |
Total current liabilities | 730,888 | 947,557 | |
Debt | 7,646,574 | 8,383,278 | |
Deferred tax liabilities | 1,674,008 | 1,710,664 | |
Other noncurrent liabilities | 815,930 | 894,745 | |
Total liabilities | [2] | 10,867,400 | 11,936,244 |
Commitments and contingencies (Note 17) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2020 and December 31, 2019 | |||
Additional paid-in capital | 1,362,510 | 1,353,729 | |
Accumulated other comprehensive income | 34,510 | 19,850 | |
Retained earnings | 1,488,031 | 778,833 | |
Treasury stock - at cost; 4,034,635 and 1,541,675 shares as of December 31, 2020 and December 31, 2019, respectively | (367,132) | (121,388) | |
Total Nexstar Media Group, Inc. stockholders’ equity | 2,518,392 | 2,031,497 | |
Noncontrolling interests | 18,484 | 21,996 | |
Total stockholders' equity | 2,536,876 | 2,053,493 | |
Total liabilities and stockholders’ equity | 13,404,276 | 13,989,737 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,250,283 | 2,532,266 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 473 | 473 | |
Total stockholders' equity | $ 473 | $ 473 | |
[1] | . For additional information on equity investments, see Note 7. | ||
[2] | The consolidated total assets as of December 31, 2020 and 2019 include certain assets held by consolidated VIEs of $323.2 million and $261.8 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2020 and 2019 include certain liabilities of consolidated VIEs of $142.6 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current assets: | ||||
Accounts receivable, allowance for doubtful accounts | $ 34,922 | $ 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 | 4,034,635 | 1,541,675 | ||
ASSETS | ||||
Total assets | [1],[2] | $ 13,404,276 | $ 13,989,737 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Total liabilities | [2] | 10,867,400 | 11,936,244 | |
Non Guarantor VIEs [Member] | ||||
ASSETS | ||||
Total assets | 323,193 | 261,843 | [3] | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Total liabilities | $ 142,589 | $ 61,665 | [3] | |
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 | 43,256,828 | 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] | . For additional information on equity investments, see Note 7. | |||
[2] | The consolidated total assets as of December 31, 2020 and 2019 include certain assets held by consolidated VIEs of $323.2 million and $261.8 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2020 and 2019 include certain liabilities of consolidated VIEs of $142.6 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. | |||
[3] | As discussed in more detail above, in November 2020, Mission acquired television stations previously owned by Shield and Tamer. Prior to Mission’s acquisition, these stations were non-guarantors of Nexstar’s debt and certain of their assets were previously not available to settle the debt obligations of Nexstar. Mission’s purchases of these stations were deemed to be common control transactions and a change in reporting entity of Mission, which requires a presentation of the stations’ assets and liabilities as if they were owned by Mission and guarantors of Nexstar’s debt as of the earliest period presented. As such, the total assets, excluding FCC licenses, that were not available to settle the obligations of Nexstar as of December 31, 2019 decreased by $70.7 million, to conform with the current year presentation. There were no changes in the total liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar as of December 31, 2019. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues [Abstract] | |||
Net revenue | $ 4,501,269 | $ 3,039,324 | $ 2,766,696 |
Operating expenses (income): | |||
Direct operating expenses, excluding depreciation and amortization | 1,720,520 | 1,348,632 | 1,117,917 |
Selling, general and administrative expenses, excluding depreciation and amortization | 912,057 | 729,981 | 579,933 |
Amortization of broadcast rights | 137,490 | 85,018 | 61,342 |
Amortization of intangible assets | 279,710 | 200,317 | 149,406 |
Depreciation | 147,688 | 123,375 | 109,789 |
Reimbursement from the FCC related to station repack | (57,261) | (70,356) | (29,381) |
Goodwill and intangible assets impairment | 63,317 | 19,911 | |
Gain on disposal of stations, net | (7,473) | (96,091) | |
Change in the fair value of contingent consideration attributable to a merger | 3,933 | ||
Gain on relinquishment of spectrum | (10,791) | ||
Total operating expenses | 3,125,873 | 2,384,193 | 2,008,917 |
Income from operations | 1,375,396 | 655,131 | 757,779 |
Income (loss) on equity investments, net | 70,154 | 17,925 | (2,436) |
Interest expense, net | (335,303) | (304,350) | (220,994) |
Loss on extinguishment of debt | (50,745) | (10,301) | (12,120) |
Pension and other postretirement plans credit, net | 46,010 | 15,600 | 10,755 |
Other expenses, net | (944) | (684) | (39) |
Income (loss) before income taxes | 1,104,568 | 373,321 | 532,945 |
Income tax expense | (296,508) | (137,026) | (144,680) |
Net income (loss) | 808,060 | 236,295 | 388,265 |
Net (income) loss attributable to noncontrolling interests | 3,381 | (6,036) | 1,212 |
Net income attributable to Nexstar Media Group, Inc. | $ 811,441 | $ 230,259 | $ 389,477 |
Net income per common share attributable to Nexstar Media Group, Inc.: | |||
Basic | $ 18.06 | $ 5.01 | $ 8.52 |
Diluted | $ 17.37 | $ 4.80 | $ 8.21 |
Weighted average number of common shares outstanding: | |||
Basic | 44,921 | 45,986 | 45,718 |
Diluted | 46,720 | 47,923 | 47,412 |
Net income (loss) | $ 808,060 | $ 236,295 | $ 388,265 |
Other comprehensive income (loss): | |||
Total comprehensive income | 822,671 | 270,461 | 367,809 |
Total comprehensive (income) loss attributable to noncontrolling interests | 3,381 | (6,036) | 1,212 |
Total comprehensive income attributable to Nexstar Media Group, Inc. | 826,052 | 264,425 | 369,021 |
Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax (expense) benefit of ($5,007) in 2020, ($11,723) in 2019, and $7,147 in 2018 | $ 14,611 | $ 34,166 | $ (20,456) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Change in unrecognized amounts included in pension and postretirement obligations, tax | $ (5,007) | $ (11,723) | $ 7,147 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock [Member] | Treasury Stock [Member]Class A Common Stock [Member] | Noncontrolling interests [Member] |
Balance at Dec. 31, 2017 | $ 1,581,310 | $ 473 | $ 1,342,541 | $ 299,523 | $ 6,140 | $ (78,063) | $ 10,696 | |
Balance, Shares at Dec. 31, 2017 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2017 | (1,325,049) | |||||||
Purchase of treasury stock | (50,524) | $ (50,524) | $ (50,500) | |||||
Purchase of treasury stock, shares | (751,920) | |||||||
Stock-based compensation expense | 31,260 | 31,260 | ||||||
Vesting of restricted stock units and exercise of stock options | 1,032 | (21,870) | $ 22,902 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 411,752 | 411,752 | ||||||
Common stock dividends declared | (68,629) | (68,629) | ||||||
Noncontrolling interest from a business combination | 6,500 | 6,500 | ||||||
Contribution from a noncontrolling interest | 226 | 226 | ||||||
Change in pension and other postretirement benefit obligations, net of tax | (20,456) | (20,456) | ||||||
Net income (loss) | 388,265 | 389,477 | (1,212) | |||||
Balance at Dec. 31, 2018 | 1,868,984 | $ 473 | 1,351,931 | 620,371 | (14,316) | $ (105,685) | 16,210 | |
Balance, Shares at Dec. 31, 2018 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2018 | (1,665,217) | |||||||
Purchase of treasury stock | (45,115) | $ (45,115) | $ (45,100) | |||||
Purchase of treasury stock, shares | (439,743) | |||||||
Stock-based compensation expense | 38,620 | 38,620 | ||||||
Vesting of restricted stock units and exercise of stock options | (7,410) | (36,822) | $ 29,412 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 563,285 | 563,285 | ||||||
Common stock dividends declared | (82,823) | (82,823) | ||||||
Noncontrolling interest from a business combination | 6,201 | 6,201 | ||||||
Purchase of noncontrolling interest from a consolidated variable interest entity and Payments resulting from common control transactions (Note 3) | (6,500) | (6,500) | ||||||
Deconsolidation of a variable interest entity | 11,026 | 11,026 | ||||||
Contribution from a noncontrolling interest | 49 | 49 | ||||||
Change in pension and other postretirement benefit obligations, net of tax | 34,166 | 34,166 | ||||||
Net income (loss) | 236,295 | 230,259 | 6,036 | |||||
Balance at Dec. 31, 2019 | $ 2,053,493 | $ 473 | 1,353,729 | 778,833 | 19,850 | $ (121,388) | 21,996 | |
Balance, Shares at Dec. 31, 2019 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2019 | (1,541,675) | (1,541,675) | ||||||
Purchase of treasury stock | $ (281,897) | $ (281,897) | $ (281,800) | |||||
Purchase of treasury stock, shares | (3,085,745) | |||||||
Stock-based compensation expense | 48,274 | 48,274 | ||||||
Vesting of restricted stock units and exercise of stock options | (1,960) | (38,113) | $ 36,153 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 592,785 | 592,785 | ||||||
Common stock dividends declared | (101,038) | (101,038) | ||||||
Change in reporting entity resulting from common control transactions (Note 3) | 935 | (935) | ||||||
Purchase of noncontrolling interest from a consolidated variable interest entity and Payments resulting from common control transactions (Note 3) | (2,131) | (2,131) | ||||||
Contribution from a noncontrolling interest | 804 | 804 | ||||||
Disposal of an entity | (1,340) | (1,380) | (9) | 49 | ||||
Change in pension and other postretirement benefit obligations, net of tax | 14,611 | 14,611 | ||||||
Net income (loss) | 808,060 | 811,441 | (3,381) | |||||
Balance at Dec. 31, 2020 | $ 2,536,876 | $ 473 | $ 1,362,510 | $ 1,488,031 | $ 34,510 | $ (367,132) | $ 18,484 | |
Balance, Shares at Dec. 31, 2020 | 47,291,463 | |||||||
Balance, Shares at Dec. 31, 2020 | (4,034,635) | (4,034,635) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | |||
Common stock dividends declared (per share) | $ 2.24 | $ 1.80 | $ 1.50 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 808,060 | $ 236,295 | $ 388,265 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of intangible assets | 279,710 | 200,317 | 149,406 |
Amortization of broadcast rights | 137,490 | 85,018 | 61,342 |
Depreciation | 147,688 | 123,375 | 109,789 |
Goodwill and intangible assets impairment | 63,317 | 19,911 | |
Stock-based compensation expense | 48,274 | 38,620 | 31,260 |
Provision for bad debt | 30,046 | 12,972 | 10,707 |
Amortization of debt financing costs, debt discounts and premium | 17,228 | 11,577 | 9,765 |
Loss on extinguishment of debt | 50,745 | 10,301 | 12,120 |
Loss on asset disposal, net | 4,777 | 3,985 | 5,793 |
Deferred income taxes | (43,640) | (4,545) | 12,403 |
Gain on relinquishment of spectrum | (10,791) | ||
Gain on disposal of stations, net | (7,473) | (96,091) | |
Change in the fair value of contingent consideration attributable to a merger | 3,933 | ||
Reimbursement from the FCC related to station repack | (57,261) | (70,356) | (29,381) |
Payments for broadcast rights | (193,586) | (100,630) | (61,979) |
(Income) loss on equity investments, net | (70,154) | (17,925) | 2,436 |
Distribution from equity investments - return on capital | 223,682 | 15,256 | |
Other operating activities, net | (2,402) | 53 | (2,432) |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | |||
Accounts receivable | (16,055) | 2,176 | 30,874 |
Prepaid expenses and other current assets | 4,960 | 9,344 | 97 |
Other noncurrent assets | 13,615 | (5,250) | (834) |
Accounts payable | 53,666 | 49,903 | 16,520 |
Accrued expenses and other current liabilities | (83,745) | 40,540 | (53,708) |
Income tax payable | (11,271) | (172,669) | 41,635 |
Other noncurrent liabilities | (73,326) | (18,116) | (17,122) |
Net cash provided by operating activities | 1,254,170 | 417,467 | 736,867 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (217,038) | (197,511) | (106,246) |
Payments for acquisitions, net of cash acquired | (386,381) | (5,881,179) | (103,976) |
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 | 57,261 | 70,356 | 29,381 |
Investment in a loan receivable | 49,014 | (48,876) | |
Proceeds from disposals of property and equipment | 2,644 | 4,451 | 4,344 |
Acquisition of investments in equity securities | (7,000) | ||
Distribution from an equity investment - return of capital | 2,205 | ||
Deconsolidation of the cash of Marshall | (5,011) | ||
Other investing activities, net | 947 | 452 | 983 |
Net cash used in investing activities | (39,750) | (4,702,155) | (175,514) |
Cash flows from financing activities: | |||
Proceeds from long-term debt, net of debt discounts | 1,327,000 | 5,523,481 | 251,387 |
Repayments of long-term debt | (2,184,146) | (902,217) | (653,011) |
Premium paid on debt extinguishment | (25,317) | (10,094) | |
Payments for debt financing costs | (10,745) | (72,052) | (1,056) |
Purchase of treasury stock | (281,897) | (45,115) | (50,524) |
Common stock dividends paid | (101,038) | (82,823) | (68,629) |
Payments for finance lease and capitalized software obligations | (14,547) | (9,175) | (8,847) |
Cash paid for shares withheld for taxes | (6,784) | (9,813) | (4,938) |
Proceeds from exercise of stock options | 4,824 | 2,403 | 5,970 |
Purchase of noncontrolling interests | (1,943) | (6,393) | (2,468) |
Other financing activities, net | 804 | 49 | 226 |
Net cash provided by (used in) financing activities | (1,293,789) | 4,388,251 | (531,890) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (79,369) | 103,563 | 29,463 |
Cash, cash equivalents and restricted cash at beginning of period | 248,678 | 145,115 | 115,652 |
Cash, cash equivalents and restricted cash at end of period | 169,309 | 248,678 | 145,115 |
Supplemental information: | |||
Interest paid | 324,347 | 250,663 | 218,746 |
Income taxes paid, net of refunds | 351,715 | 315,051 | 90,717 |
Non-cash investing and financing activities: | |||
Accrued purchases of property and equipment | 7,041 | 25,705 | 19,364 |
Noncash purchases of property and equipment | 20,342 | 565 | |
Right-of-use assets obtained in exchange for operating lease obligations | 30,977 | 125,496 | |
Consolidation of variable interest entities | 6,500 | ||
Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset | $ 77,962 | $ 52,002 | $ 314,086 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS ((Parenthetical)) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Transition adjustment amount | $ 282,834 | $ 235,285 | |
ASC 842 Adoption Adjustments [Member] | |||
Transition adjustment amount | $ 112,800 | $ 112,800 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 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 and interactive community websites and digital media services. As of December 31, 2020, we owned, operated, programmed or provided sales and other services to 198 full power television stations, including those owned by consolidated variable interest entities (“VIEs”), and one AM radio station in 116 markets in 39 states and the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV, and other broadcast television networks. As of December 31, 2020, the stations reached approximately 39% of all U.S. television households (applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount). Through various local service agreements, Nexstar provided sales, programming, and other services to 37 full power television stations owned by independent third parties. Nexstar also owns WGN America, a national general entertainment cable network and the home of our national newscast “NewsNation,” digital multicast network services, various digital products, services and content, a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”), and a portfolio of real estate assets. 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, network and digital businesses are now operating under the Nexstar Inc. umbrella. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control, for instance, uncertainties surrounding the business outlook caused by 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 cause significant uncertainty in the United States’ economy and the financial markets, which may reduce demand for the Company’s advertising, retransmission of its television stations’ signals, carriage of its networks and digital products, services and content, negatively 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 through December 31, 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 December 31, 2020, the Company’s unrestricted cash on hand amounted to $152.7 million, a decrease from the December 31, 2019 level of $232.1 million, as Nexstar allocated resources toward acquisition of businesses and leverage reduction, including debt prepayments, repurchases of its Class A common stock and dividends to stockholders. As of December 31, 2020, the Company had a positive working capital of $479.1 million, an increase from the December 31, 2019 level of $404.2 million. As of December 31, 2020, the Company was also 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 $92.7 million and $3.0 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 Annual Report on Form 10-K. 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. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with an entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S. GAAP”) to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission’s senior secured credit facility (see Note 9), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, exclusive of stations KMSS, KPEJ and KLJB, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2020 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission Broadcasting, Inc. ("Mission") TBA Only SSA & JSA SSA Only WFXP, KHMT, KFQX and WPIX KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA and WLAJ KMSS, KPEJ, KLJB, KWBQ, KASY and KRWB White Knight Broadcasting (“White Knight”) SSA & JSA WVLA, KFXK and KSHV Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA WNAC, LLC LMA Only WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) LMA Only KNVA Nexstar’s ability to receive cash from Mission and the other consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission and the other consolidated VIEs maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. In December 2014, Nexstar met the criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of JSAs and SSAs Nexstar had with the three television stations previously owned by Marshall, Nexstar’s previous guarantee of the obligations incurred under Marshall’s previous senior secured credit facility and Nexstar’s previous power over activities affecting Marshall’s significant economic performance. Thus, beginning on December 1, 2014, Nexstar consolidated Marshall and the stations that it formerly owned ̶ KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market ̶ into Nexstar’s Consolidated Financial Statements. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. 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, the cancellation of the JSAs and the bankruptcy court taking control of Marshall’s significant financial affairs, 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. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. The deconsolidation resulted in no gain or loss, but the operating results and cash flows of Marshall for the years ended December 31, 2019 and 2018 were included in the accompanying Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows, respectively. On September 1, 2020, Mission acquired the assets of stations KMSS, KPEJ and KLJB from Marshall. 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 was funded by Mission’s cash on hand. 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 for its acquired stations. On November 16, 2020, Mission acquired the assets of television stations KASY, KWBQ and KRWB from Tamer Media, LLC (“Tamer”) and assumed the existing SSA between Tamer and Nexstar for the stations. On November 23, 2020, Mission acquired the assets of television stations WXXA and WLAJ from Shield Media, LLC (“Shield”) and assumed the existing JSAs and SSAs between Shield and Nexstar for the stations. On December 30, 2020, Mission acquired the assets of television station WPIX from The E.W. Scripps Company (“Scripps”). Concurrent with the acquisition, Mission entered into a TBA with Nexstar for WPIX. As described above, Nexstar has controlling financial interests in Mission and its television stations for financial reporting purposes. As such, Nexstar has consolidated Mission’s recently acquired stations KMSS, KPEJ and KLJB beginning on September 1, 2020 and station WPIX beginning on December 30, 2020 into Nexstar’s financial statements. The assets and liabilities of these stations were measured at their estimated fair values upon consolidation. With respect to television stations KASY, KWBQ, KRWB, WXXA and WLAJ, Nexstar became the primary beneficiary of these stations under their previous owners and has consolidated them into Nexstar’s financial statements since January 2017. Upon Mission’s acquisition of these stations in November 2020, Nexstar continued to be the primary beneficiary and maintained its controlling financial interests in these stations for financial reporting purposes. As Nexstar is the primary beneficiary of both Mission and stations KASY, KWBQ, KRWB, WXXA and WLAJ, Mission’s purchases of these stations were deemed to be common control transactions and a change in the reporting entity of Mission. As common control transactions, Mission recorded the net assets acquired at historical book values, rather than at estimated fair values. For financial reporting purposes, Nexstar continued to consolidate the stations at their historical book values and for all periods presented in the accompanying Consolidated Financial Statements. The assets, liabilities, equity, operating results and cash flows of the stations have also been included as if they were owned and operated by Mission as of the earliest period presented. Mission is a guarantor of Nexstar’s debt. The previous owners of the stations, Tamer and Shield, were non-guarantors of any debt within the Nexstar group. For additional information on Mission’s recent acquisitions, see Note 3. As of December 31, t he carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2020 2019 Current assets: Cash and cash equivalents $ 9,066 $ 12,944 Accounts receivable, net 19,800 17,995 Prepaid expenses and other current assets 6,726 1,921 Total current assets 35,592 32,860 Property and equipment, net 61,938 42,308 Goodwill 153,704 135,634 FCC licenses 204,720 138,482 Network affiliation agreements, net 93,466 66,679 Other intangible assets, net 748 513 Other noncurrent assets, net 78,580 12,749 Total assets $ 628,748 $ 429,225 Current liabilities: Current portion of debt $ - $ 3,433 Interest payable 495 834 Other current liabilities 30,335 19,653 Total current liabilities 30,830 23,920 Debt 327,000 241,190 Deferred tax liabilities 29,433 22,505 Other noncurrent liabilities 82,821 19,507 Total liabilities $ 470,084 $ 307,122 The increases in assets and liabilities of consolidated VIEs were primarily due to Mission’s acquisition of television stations KMSS, KPEJ and KLJB from Marshall on September 1, 2020 and Mission’s acquisition of television station WPIX from Scripps on December 30, 2020. Mission’s acquisitions of stations KASY, KWBQ, KRWB, WXXA and WLAJ did not change the consolidated VIEs’ assets and liabilities. As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2020 2019 (1) Current assets $ 4,402 $ 4,311 Property and equipment, net 16,137 15,655 Goodwill 63,795 63,795 FCC licenses 204,720 138,482 Network affiliation agreements, net 31,571 34,666 Other intangible assets, net - 11 Other noncurrent assets, net 2,568 4,923 Total assets $ 323,193 $ 261,843 Current liabilities $ 30,335 $ 19,653 Noncurrent liabilities 112,254 42,012 Total liabilities $ 142,589 $ 61,665 (1) As discussed in more detail above, in November 2020, Mission acquired television stations previously owned by Shield and Tamer. Prior to Mission’s acquisition, these stations were non-guarantors of Nexstar’s debt and certain of their assets were previously not available to settle the debt obligations of Nexstar. Mission’s purchases of these stations were deemed to be common control transactions and a change in reporting entity of Mission, which requires a presentation of the stations’ assets and liabilities as if they were owned by Mission and guarantors of Nexstar’s debt as of the earliest period presented. As such, the total assets, excluding FCC licenses, that were not available to settle the obligations of Nexstar as of December 31, 2019 decreased by $70.7 million, to conform with the current year presentation. There were no changes in the total liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar as of December 31, 2019. Mission’s acquisition s of KMSS, KPEJ, KLJB and WPIX in 2020 increased the FCC licenses that are not available to settle the obligations of Nexstar, and also increased the liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar. The increase in noncurrent liabilities was primarily attributable to operating lease liabilities assumed in connection with the acquisition of WPIX. 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 local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include, but are not limited to, those relating 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. As of December 31, 2020, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. While the Company considered the effects of COVID-19 in its estimates and assumptions, due to the current level of uncertainty over the economic and operational impacts of COVID-19 on its business, there may be other judgments and assumptions that were not currently considered. Such judgments and assumptions could result in a meaningful impact on the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash and cash equivalents held by the Company to satisfy the remaining claim obligations pursuant to Tribune’s emergence from bankruptcy in 2012 (see Note 17). At December 31, 2020, restricted cash and cash equivalents held by the Company to satisfy such obligations totaled $16.6 million. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent or network carriage by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. As discussed in the “Recent Accounting Pronouncements” section below, the Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” effective on January 1, 2020. ASU 2016-13 significantly changed the impairment model for most financial assets and certain other instruments, including accounts receivable. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur which will generally result in earlier recognition of allowances for credit losses on financial assets and certain other instruments. The Company’s adoption of this standard did not have a material impact on its Consolidated Financial Statements and related disclosures and no cumulative-effect adjustment to retained earnings was required. In connection with the Company’s estimate of allowance for doubtful accounts, due to the expected loss from future payments as a result of economic uncertainty arising from (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 $34.9 million as of December 31, 2020. During the year ended December 31, 2020, the Company recorded bad debt expense of $30.0 million, including the write-off of uncollectible amounts due from Marshall of $13.1 million (in other noncurrent assets). Marshall is an entity for which Nexstar had a variable interest (see Note 2). Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. Revenue Recognition The Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) and all related amendments effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606. The Company recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”), in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of WGN America. Total revenue includes advertising revenue, distribution revenue, digital revenue and other broadcast related revenues. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). The lag between billing the customers and when the payment is due is not significant. Advertising Revenues — The Company generates revenue by delivering advertising on the Company’s te levision stations , cable network , digital multicast network services and radio station. The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when it s commercial is aired . For station digital advertising, the performance obligation is a station’s promise to place an advertisement o n its website and is satisfied either based on impressions or the placement of ads over an agreed period of time. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites. The Company’s stations also trade certain advertising time for various goods and services. These transactions are short-term in nature and are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when the related advertising spots are broadcast, and trade expense is recognized when services or merchandise received are used. Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber. These revenues are considered arising from the licensing of functional intellectual property. As such, the Company applies the exception for sales- or usage-based royalty for the accounting of variable consideration and recognizes revenue (distribution revenue) at the point in time the broadcast signal is delivered to the distributors . The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Other Digital Revenues —Revenue from the Company’s other digital businesses includes revenue from video and display advertising platforms that are delivered locally or nationally through our own and various third party websites and mobile applications, a recently acquired consumer product reviews platform, and other digital media solutions to media publishers and advertisers. Revenue is recognized at the time advertising is delivered or upon performance of services. The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. Most of the arrangements with customers are short-term in nature. Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company records sales commissions as an expense when incurred. Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue). The performance primarily involves the delivery of advertisements to the customers. The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. See Note 18 for disaggregated revenue information. Assets Held for Sale The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized. See Note 6 for additional information. Investments The Company accounts over an investee The Company The Company The Company recognizes its share in earnings and losses of the investee as “Income (loss) in equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. Investments are also increased by contributions made to and decreased by distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. The Company evaluates equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For the years ended December 31, 2020, 2019 and 2018, the Company did not identify any impairments on its investments. for additional information Investments in |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions 2020 Nexstar Acquisitions BestReviews Acquisition On December 29, 2020, Nexstar acquired 100% of the membership interests in BestReviews LLC (“BestReviews”) from Tribune Publishing Company, LLC and BR Holding Company, Inc. for $169.9 million in cash, funded by cash on hand. BestReviews engages in the business of testing, researching and reviewing consumer products. The acquisition of BestReviews diversifies Nexstar’s digital portfolio while presenting the Company with new revenue channels by leveraging its media content, national reach, and consumer digital usage across multiple platforms. Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair values of the assets acquired and liabilities assumed are as follows (in thousands): Assets acquired Cash $ 738 Accounts receivable, net 18,043 Prepaid expenses and other current assets 67 Other intangible assets 46,066 Goodwill 109,734 Total assets acquired 174,648 Less: Accounts payable (4,679 ) Accrued expenses and other current liabilities (111 ) Total Purchase Price $ 169,858 The fair value assigned to goodwill is attributable to future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including access to BestReviews’ subscriber base and non-contractual relationships and expected future cost and revenue synergies. The entire amount of the purchase price allocated to intangible assets and goodwill is deductible for tax purposes. Other intangible assets are amortized over an estimated weighted average useful life of 5 years. The transaction costs related to this acquisition and the results of operations of BestReviews from the acquisition date to December 31, 2020 were not material. Other 2020 Nexstar Acquisitions On September 17, 2020, Nexstar acquired 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’s entry into this market. Based on the preliminary purchase price allocation, the provisional fair values of identifiable net assets acquired were $39.4 million which led to a bargain purchase gain of $21.4 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 a lawsuit between Tribune and Sinclair on January 27, 2020 (see Note 17 for additional information with respect to this litigation resolution). B On March 2, 2020, Nexstar acquired the Fox affiliate television station WJZY and the MNTV 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 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. 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 Other 2020 Nexstar A cquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 5,499 Property and equipment 21,030 FCC licenses 26,309 Network affiliation agreements 45,058 Goodwill 4,340 Other intangible assets 5,669 Other noncurrent assets 1,345 Total assets acquired 109,250 Less: Broadcast rights payable (5,190 ) Accrued expenses and other current liabilities (234 ) Operating lease liabilities (1,250 ) Bargain purchase gain (21,407 ) Total Purchase Price $ 81,169 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses attributable to stations KGBT, WJZY/WMYT and WDKY are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 10 years. The combined net revenue of $78.0 million and operating income of $34.0 million from the respective stations’ acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. 2020 Mission Acquisitions On December 30, 2020, Mission acquired the CW affiliate station WPIX in the New York, NY market from Scripps. Mission funded the purchase price of $85.1 million in cash through a combination of borrowing . On September 1, 2020, Mission acquired television stations KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market from Marshall. 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 entered into new SSAs with Nexstar for the stations. These transactions allowed Mission’s entry into these markets. 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 Mission’s acquisitions of WPIX, KMSS, KPEJ and KLJB are as follows (in thousands): Assets acquired Cash $ 2,199 Accounts receivable, net 3,918 Prepaid expenses and other current assets 5,257 Property and equipment 19,620 FCC licenses 66,238 Network affiliation agreements 33,644 Goodwill 18,071 Other intangible assets 442 Other noncurrent assets 68,736 Total assets acquired 218,125 Less: Broadcast rights payable (7,725 ) Accrued expenses and other current liabilities (5,086 ) Other noncurrent liabilities (67,024 ) Total Purchase Price $ 138,290 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses attributable to stations KMSS, KPEJ, KLJB and WPIX The combined net revenue of $11.9 million and operating income of $2.6 million from the stations’ acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs related to these acquisitions, including legal and professional fees, were $7.8 million during the year ended December 31, 2020. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. On November 16, 2020, Mission acquired KASY, KWBQ and KRWB from Tamer for $1.8 million in cash, funded through a combination of Mission’s borrowing from its revolving credit facility (see Note 9) and cash on hand. KASY (an MNTV affiliate), KWBQ (a CW affiliate) and KRWB (a CW affiliate) are full power television stations serving the Albuquerque, New Mexico market. Effective on November 16, 2020, Mission assumed the existing SSA between Tamer and Nexstar for the stations. Mission also granted Nexstar an option to purchase the stations from Mission, subject to FCC consent. Mission’s purchase of these stations allowed its entry into this market. On November 23, 2020, Mission acquired WXXA, the Fox affiliate in the Albany, NY market, and WLAJ, the ABC affiliate in the Lansing, MI market, from Shield (“Shield Stations”) for $20.8 million in cash, primarily representing Mission’s full repayment of the stations’ outstanding term loans. Mission funded this acquisition through a combination of borrowing from its revolving credit facility (see Note 9) and cash on hand. Effective on November 23, 2020, Mission assumed the existing JSAs and SSAs between Shield and Nexstar for the stations. Mission also granted Nexstar options to purchase the stations from Mission, subject to FCC consent. Mission’s purchase of these stations allowed its entry into these markets. As Nexstar is the primary beneficiary of both Mission and stations KASY, KWBQ, KRWB, WXXA and WLAJ , Mission’s purchases of these stations were deemed as common control transactions in accordance with the FASB ASC 805-50, “Business Combinations — Common Control Transactions” and a change in reporting entity of Mission. As common control transactions, Mission recorded the net assets acquired at historical book values, rather than at estimated fair values. The excess of purchase price over carrying values of net assets were accounted for as a reduction to retained earnings. For financial reporting purposes, Nexstar continued to consolidate stations KASY, KWBQ, KRWB, WXXA and WLAJ at their historical book values and for all periods presented in the accompanying Consolidated Financial Statements. The assets, liabilities, equity, operating results and cash flows of the stations have also been presented as if they were owned and operated by Mission, a guarantor of Nexstar’s debt, as of the earliest period presented (see Note 2). The previous owners of the stations, Tamer and Shield, were non-guarantors of any debt within the Nexstar group. In accordance with the change in reporting entity, Mission’s repayment of WXXA’s and WLAJ’s outstanding term loans in November 2020 were included in the caption “Repayments of long-term debt” under financing activities in the accompanying Consolidated Statements of Cash Flows, as if Mission was the debtor of such loans as of the earliest period presented. 2020 Nexstar Dispositions On March 2, 2020, Nexstar completed the sale of Fox affiliate television station KCPQ and the MNTV 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 a portion of Nexstar’s term loans (see Note 9). On January 14, 2020, Nexstar 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. 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 Consolidated Statements of Operations and Comprehensive Income. 2019 Acquisition s and Dispositions Merger with Tribune On September 19, 2019 (the “Closing Date”), Tribune, a Delaware corporation, became a wholly owned subsidiary of Nexstar as a result of the merger of Titan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (“Merger Sub”), with and into Tribune (the “Merger”). The Merger was effected pursuant to a merger agreement by and among Nexstar, Merger Sub and Tribune. The Merger created the nation’s largest pure-play local broadcast television and digital company, with national coverage and reach to approximately 39% of U.S. television households (applying the FCC’s UHF discount). As a result of the Merger, Nexstar acquired 31 full power stations and one AM radio station in 23 markets (net of divestitures of 13 Tribune full power television stations in 11 markets). Nexstar also acquired WGN America, Market Rank at Acquisition Market Full Power Stations Primary Affiliation 2 Los Angeles, CA KTLA The CW 3 Chicago, IL WGN-TV Independent 3 Chicago, IL WGN(AM) Independent 4 Philadelphia, PA WPHL MNTV 5 Dallas, TX KDAF The CW 7 Washington, DC WDCW The CW 8 Houston, TX KIAH The CW 13 Seattle, WA KCPQ FOX 13 Seattle, WA KZJO MNTV 17 Denver, CO KDVR FOX 17 Denver, CO KWGN The CW 17 Fort Collins, CO KFCT FOX 19 Cleveland, OH WJW FOX 20 Sacramento, CA KTXL FOX 22 Portland, OR KRCW The CW 23 St. Louis, MO KTVI FOX 23 St. Louis, MO KPLR The CW 25 Indianapolis, IN WXIN FOX 25 Kokomo, IN WTTK CBS 25 Indianapolis, IN WTTV CBS 29 San Diego, CA KSWB FOX 32 Kansas City, MO WDAF FOX 35 Milwaukee, WI WITI FOX 43 Oklahoma City, OK KFOR NBC 43 Oklahoma City, OK KAUT Independent 49 High Point, NC WGHP FOX 50 New Orleans, LA WGNO ABC 50 New Orleans, LA WNOL The CW 51 Memphis, TN WREG CBS 68 Des Moines, IA WHO NBC 78 Huntsville, AL WHNT CBS 101 Eureka Springs, AR KXNW MNTV Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each issued and outstanding share of Tribune Class A common stock, par value $0.001 per share (the “Tribune Class A Stock”) and Tribune Class B common stock, par value $0.001 per share (“Tribune Class B Stock,” and together with the Tribune Class A Stock, the “Tribune Stock”) immediately prior to the Closing Date of the Merger, other than shares or other securities representing capital stock in Tribune owned, directly or indirectly, by Nexstar or any of its subsidiaries or any subsidiary of Tribune, was converted into the right to receive $46.687397 in cash (the “Merger Consideration”). Upon completion of the Merger, each option to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Stock Option”), whether or not vested or exercisable, was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such Tribune Stock Option, without any interest and subject to all applicable withholding. Any Tribune Stock Option with an exercise price per share greater than or equal to the Merger Consideration was cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune restricted stock units outstanding as of immediately prior to the Closing Date (“Tribune RSUs”), whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune RSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding (the “RSU Consideration”), except that each award of Tribune RSUs granted to an employee on or after December 1, 2018 (other than Tribune RSUs required to be granted pursuant to specified employment agreements or offer letters) (“Annual Tribune RSUs”) that had vested as of the Closing Date was cancelled and converted into the right to receive the RSU Consideration and any Annual Tribune RSUs that remained unvested as of the Closing Date were cancelled for no consideration or payment. Upon completion of the Merger, each award of Tribune performance stock units outstanding as of immediately prior to the Closing Date (“Tribune PSUs”), whether or not vested, immediately vested (with performance conditions for each open performance period as of the Closing Date deemed achieved at the applicable “target” level performance for such Tribune PSUs) and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune PSUs multiplied by the Merger Consideration, without any interest and subject to all applicable withholding. Upon completion of the Merger, each outstanding award of Tribune deferred stock units outstanding as of immediately prior to the Closing Date (“Tribune DSUs”) was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Tribune Stock underlying such Tribune DSUs multiplied by the Merger Consideration, without interest and subject to all applicable withholding. Upon completion of the Merger, each unexercised warrant to purchase shares of Tribune Stock outstanding as of immediately prior to the Closing Date (a “Tribune Warrant”) was assumed by Nexstar and converted into a warrant exercisable for the Merger Consideration which the shares of Tribune Stock underlying such Tribune Warrant would have been entitled to receive upon consummation of the Merger and otherwise upon the same terms and conditions of such Tribune Warrant immediately prior to the Closing Date. The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands): Cash consideration and related taxes $ 4,197,198 Warrants replacement awards 1,008 Repayment of Tribune debt, including premium and accrued interest 2,988,833 Gross purchase price 7,187,039 Less: Gross selling price of Tribune Divestitures, including working capital adjustments (1,007,745 ) Net purchase price $ 6,179,294 Substantially concurrently with the Merger, Nexstar also completed the previously announced sale of the assets of 21 full power television stations in 16 markets to TEGNA, Inc., E.W. Scripps Company and Circle City Broadcasting I, Inc. The total consideration of these divestitures was approximately $1.36 billion (inclusive of working capital adjustments). These divestitures were previously agreed upon by Nexstar and Tribune to comply with the FCC’s local television ownership rule and the FCC’s national ownership cap and to facilitate Department of Justice (“DOJ”) approval of the Merger. Eight of the divested television stations were previously owned by Nexstar and were sold for an estimated $358.6 million in cash, including working capital adjustments (the “Nexstar Divestitures”). Nexstar recognized a $105.9 million gain on the Nexstar Divestitures. The other 13 television stations, which were previously owned or operated by Tribune, were sold for an estimated $1.008 billion in cash, including working capital adjustments (the “Tribune Divestitures”). Nexstar recognized a $9.8 million loss on disposal on the Tribune Divestitures, representing selling costs incurred with their disposition. The net gain that resulted from the Nexstar Divestitures and the Tribune Divestitures was recorded in the Gain on disposal of stations, net in the Consolidated Statements of Operations and Comprehensive Income. 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% senior unsecured notes due 2027 (“5.625% Notes due 2027”) (see Note 9), Term Loan A and Term Loan B borrowings at the Closing Date and cash on hand of Nexstar and Tribune. The 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 230,197 Property and equipment 511,255 Goodwill 894,346 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 8,580,025 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (358,632 ) Income taxes payable (154,029 ) Deferred tax liabilities (1,078,987 ) Other noncurrent liabilities (761,649 ) Total liabilities assumed (2,394,530 ) 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 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 measurement period adjustments 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 $124.1 million increase in other current assets, (ii) a decrease in goodwill of $96.6 million, (iii) a decrease in accrued expenses and other current liabilities of $5.0 million, (iv) an increase in income tax payable of $27.4 million, and (v) an increase in deferred tax liabilities of $3.0 million. These measurement period adjustments were primarily attributable to Nexstar’s settlement with Sinclair, dated January 27, 2020, to resolve a 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 completing its acquisition of television station WDKY from Sinclair at a bargain purchase price on September 17, 2020 resulting in a $21.4 million bargain purchase gain (see “Other 2020 Nexstar Acquisitions” above). The cash consideration received from Sinclair and gain on bargain purchase of WDKY resulted in an income tax payable and deferred tax liabilities of $25.0 million and $5.5 million, respectively. 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 $89.0 million. The measurement period adjustments recognized in 2020 had no significant impact on the Company’s Consolidated Statements of Operations and Comprehensive Income 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 17). Property and equipment are being depreciated over their estimated useful lives ranging from 3 years to 39 years. The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in operating costs. The intangible assets related to the network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets are amortized over an estimated weighted average useful life of 9 years. The equity investments primarily include Nexstar’s 31.3% ownership stake in TV Food Network with an estimated fair value of $1.447 billion. The remainder relates to various investments in private companies. See Note 7 for additional information. The assets held for sale mainly consist of a real estate property located in Chicago. The carryovers of the tax basis in goodwill ($634 million), FCC licenses ($60 million), network affiliation agreements ($102 million), other intangible assets ($288 million), equity investments ($360 million), and property and equipment, including assets held for sale ($246 million), are deductible for tax purposes. Nexstar also assumed Tribune’s pension and other postretirement benefit obligations (mainly included in other noncurrent liabilities). See Note 11 for additional information. The acquisition of a certain real estate property located in Chicago (included in property and equipment, net in the estimated purchase price allocation above) resulted in noncontrolling interest of $6.2 million, representing the ownership stake of a third party. The estimated fair value of the noncontrolling interest is estimated by applying the market approach valuation technique. In connection with the Merger, Nexstar assumed certain contingencies as described further in Note 17. Tribune’s net revenue of $471.6 million and operating income of $78.4 million from September 19, 2019 to December 31, 2019 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to the Merger, including legal and professional fees and severance costs of $3.4 million, $54.5 million and $2.5 million, were expensed as incurred during the years ended December 31, 2020, 2019 and 2018, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income. 2018 Acquisitions LKQD On January 16, 2018, Nexstar Digital LLC, a wholly-owned subsidiary of Nexstar, acquired the outstanding equity of Likqid Media, Inc. (“LKQD”), a video advertising infrastructure company, for $97.0 million in cash, funded by a combination of borrowings under Nexstar’s revolving credit facility and cash on hand. LKQD’s net revenue of $34.2 million and operating income of $12.9 million from the date of acquisition to December 31, 2018 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income. Transaction costs relating to these acquisitions were not significant during the year ended December 31, 2018. Other 2018 Acquisitions During the year ended December 31, 2018, Nexstar acquired or consolidated certain assets related to five television stations in three markets. The total purchase price for these stations was $27.0 million in cash, of which $20.7 million was paid in 2018 as investing activities. The remaining $6.4 million was paid in 2019 to acquire the noncontrolling interest as a financing activity. The stations’ net revenue of $7.6 million and operating income of $4.6 million in 2018 have been included in the accompanying Consolidated Statements of Operations . Transaction costs relating to these acquisitions were not significant during the year ended December 31, 2018 Unaudited Pro Forma Information Other than the Tribune acquisition and related divestitures completed in 2019, the acquisitions and dispositions during 2020, 2019, and 2018 are not significant for financial reporting purposes, both individually and in aggregate. Therefore, pro forma financial information has not been provided. The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of Tribune and the related divestitures had occurred on January 1, 2018 (in thousands): Years Ended December 31, 2019 2018 Net revenue $ 4,023,138 $ 4,266,475 Income before income taxes 429,784 656,864 Net income 300,711 502,694 Net income attributable to Nexstar 295,061 503,947 The unaudited pro forma financial information combined the historical results of operations, adjusted for business combination accounting effects including transaction costs, the station divestitures, the net gain on disposal of stations previously owned by Nexstar, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of Tribune had taken place on January 1, 2018 because the pro forma results do not reflect expected synergies. Future Acquisitions 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 first quarter of 2021. Nexstar currently provides services to WNAC under an LMA (see Note 2) 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2020 2019 Buildings and improvements 39 $ 361,075 $ 354,046 Land N/A 539,008 305,067 Leasehold improvements term of lease 67,376 57,301 Studio and transmission equipment 5-15 922,948 691,216 Computer equipment 3-5 152,861 121,190 Furniture and fixtures 7 25,946 24,563 Vehicles 5 54,318 48,980 Construction in progress N/A 100,573 187,229 2,224,105 1,789,592 Less: accumulated depreciation and amortization (619,224 ) (499,164 ) Property and equipment, net $ 1,604,881 $ 1,290,428 The increase in property and equipment primarily relates to the reclassification of land previously classified as assets held for sale (see Note 6) , buildout of NewsNation studios, current year business acquisitions (see Note 3), spectrum repack projects and routine purchases of property and equipment, less disposals. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5: Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following, as of December 31 (dollars in thousands): Estimated 2020 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125,320 $ (875,037 ) $ 2,250,283 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 1,012,797 (323,879 ) 688,918 961,350 (233,996 ) 727,354 Other intangible assets $ 4,138,117 $ (1,198,916 ) $ 2,939,201 $ 4,185,256 $ (925,636 ) $ 3,259,620 The decrease in gross network affiliation agreements primarily relates to current year station divestitures of $177.3 million, partially offset by current year acquisitions of $78.7 million. The increase in gross other definite-lived intangible assets was primarily due to current year acquisitions (see Note 3). The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2020 (in thousands): 2021 $ 282,053 2022 277,786 2023 275,019 2024 273,426 2025 269,367 Thereafter 1,561,550 $ 2,939,201 The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2020 and 2019 are 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) 132,144 - 132,144 92,547 - 92,547 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) (96,582 ) - (96,582 ) - - - Balances as of December 31, 2020 $ 3,116,302 $ (132,294 ) $ 2,984,008 $ 2,957,114 $ (47,410 ) $ 2,909,704 As discussed in Note 2, the Company has one aggregated television stations reporting unit, one cable network reporting unit and one digital reporting unit for purposes of annual goodwill impairment review as of December 31, 2020. The Company’s annual impairment review of FCC licenses is performed at the station market level. Management conducts an impairment test annually in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or FCC licenses might be impaired. In the fourth quarter of 2019 , using the qualitative impairment test, the Company performed its annual impairment tests on goodwill attributable to its aggregated television stations and the FCC licenses of each station market In each of the four 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 had 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 December 31, 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 and the Company generated overall positive cash flows from operations. Despite the adverse effects of COVID-19 on 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 through December 31, 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. The current year results were also higher than prior year primarily due to an increase in revenue from political advertising and contributions from the acquisition of Tribune in September 2019. Overall, the Company remained profitable in 2020. There were also no material changes in its customer mix, including advertisers, multichannel video programming distributors and online video distributors. In electing its approach for annual impairment tests, whether qualitative or quantitative, the Company considered various factors, including the assumptions utilized on the valuation of reporting units at acquisition and the potential impact of COVID-19 on those assumptions, historical results and prospects of its businesses, its market capitalization and other market conditions. In the fourth quarter of 2020, using the qualitative impairment test, the Company performed its annual impairment test on goodwill attributable to its aggregated television stations and concluded that it was more likely than not that the fair value would sufficiently exceed the carrying amount. As of December 31, 2020, the digital reporting unit’s goodwill is attributable to BestReviews, a consumer product recommendations company, which was acquired by Nexstar on December 29, 2020 (see Note 3). As of December 31, 2020, the cable network reporting unit’s goodwill had a balance of $400.0 million, representing approximately 13% of the consolidated carrying amount. Nexstar acquired this business in September 2019 through its merger with Tribune. In September 2020, Nexstar’s cable network launched NewsNation, a national news program during prime time and currently expanding to provide news programs in other day parts. In the fourth quarter of 2020, management completed a quantitative impairment test of its cable network reporting unit goodwill. The results of this impairment test indicated that the reporting unit fair value exceeded the carrying amount by approximately 70%, and therefore no goodwill impairment was identified. Fair value was estimated using a combination of an income approach, which employs a discounted cash flow model, and market approaches, which considers earnings multiples of comparable publicly traded businesses and recent market transactions. In estimating the fair value using the income approach, the discounted cash flow model assuming an asset purchase was utilized. This method uses asset tax bases at fair value and results to a higher depreciation and amortization, lower income taxes on cash flows and ultimately increases the estimated fair value of the reporting unit. The significant assumptions in estimating fair value included: (i) annual revenue growth rates, (ii) operating profit margins, (iii) discount rate, (iv) selection of comparable public companies and related implied EBITDA multiples in such company’s estimated enterprise values; (v) selection of comparable recent observable transactions for similar assets and the related implied EBITDA multiple; (vi) selection of recent comparable observable transactions for similar assets and the related implied value per subscriber. In the fourth quarter of 2020, the Company also performed its annual impairment test on FCC licenses for each station market using the qualitative impairment test. Except for nine station markets that indicated unfavorable trends, the Company concluded that it was more likely than not that their fair values have exceeded the respective carrying amounts. For the station markets that indicated unfavorable trends, management extended its procedures and performed a quantitative impairment test. As of December 31, 2020, the FCC licenses of these stations had a total balance of $172.8 million, representing approximately 6% of the consolidated carrying amount. The Company’s quantitative impairment test of these assets indicated that each of their estimated fair values (Greenfield Method) exceeded the respective carrying amounts and no such individual FCC license had carrying values that were material. Thus, no impairment was recorded. The Company also performed qualitative tests to determine whether its finite-lived assets are recoverable. Based on the estimate of undiscounted future pre-tax cash flows expected to result from the use of these assets, the Company determined that the carrying amounts are recoverable as of December 31, 2020. No other events or circumstances were noted in 2020 that would indicate impairment. The Company’s quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows and market trends. If the assumptions used in its analysis are not realized, it is possible that an impairment charge may need to be recorded in the future. The Company cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets. Due to the continued impact of COVID-19 pandemic subsequent to December 31, 2020, the Company will actively monitor and 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 | 12 Months Ended |
Dec. 31, 2020 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | |
Assets Held for Sale | Note 6: Assets Held for Sale Assets held for sale in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2020 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 which it acquired in September 2019. In December 2019, the asset was previously classified as held for sale. The property’s sales process has been delayed due to economic changes that have resulted in a lack of creditable offers acceptable to the Company. Because the property is land with no limited useful life, management believes that, as of December 31, 2020, its fair value exceeded the carrying value and there was no impairment. As it is not probable to sell the property within one year, it no longer meets the criteria of classifying as held for sale. Thus, the Company reclassified this asset from held for sale to property and equipment (held and used) in the accompanying Consolidated Balance Sheets as of December 31, 2020. The reclassification of the land property did not impact the Company’s results of operations during the year ended December 31, 2020. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | Note 7: Investments Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2020 2019 Equity method investments $ 1,321,715 $ 1,471,866 Other equity investments 12,063 5,487 Total investments $ 1,333,778 $ 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 December 31, 2020 and 2019, Nexstar’s investment in TV Food Network had a book value of $1.302 billion and $1.452 billion, respectively. The Company received cash distributions from TV Food Network totaling $223.3 million and $14.8 million in 2020 and 2019, 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, 2022. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. 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. 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 the investees’ amortizable intangible assets. Nexstar also estimated $500.4 million for its share of the basis difference attributable to the 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 accompanying Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2020, the Company’s remaining share of basis difference related to equity method investments, including TV Food Network, totaled $667.6 million and has a weighted average remaining useful life of approximately 6 years. Income on equity investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income consisted of the following (in thousands): 2020 2019 2018 Income on equity investments, net, before amortization of basis difference $ 217,913 $ 63,107 $ (1,907 ) Amortization of basis difference (147,759 ) (45,182 ) (529 ) Income on equity investments, net $ 70,154 $ 17,925 $ (2,436 ) Summarized financial information for TV Food Network is as follows (in thousands): Year Ended September 19, 2019 to December 31, 2020 December 31, 2019 Net revenue $ 1,286,567 $ 369,014 Costs and expenses 591,590 163,657 Income from operations 694,977 205,357 Net income 704,016 208,487 Net income attributable to Nexstar Media Group, Inc. 220,315 65,244 December 31, 2020 December 31, 2019 Current assets $ 841,805 $ 845,151 Noncurrent assets 364,668 405,161 Current liabilities 114,172 138,749 Noncurrent liabilities 293 10,112 In each of the 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 impairment does not exist. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 8: Accrued Expenses Accrued expenses consisted of the following, as of December 31 (in thousands): 2020 2019 Compensation and related taxes $ 104,133 $ 88,372 Interest payable 67,885 88,600 Network affiliation fees 34,948 62,901 Other 100,226 182,638 $ 307,192 $ 422,511 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt Long-term debt consisted of the following, as of December 31 (in thousands): 2020 2019 Nexstar Term Loan A, due October 26, 2023 $ 485,400 $ 788,070 Team Loan A, due September 19, 2024 625,850 675,000 Term Loan B, due January 17, 2024 874,992 1,138,580 Term Loan B, due September 18, 2026 2,644,315 3,065,000 5.625% Notes, paid in 2020 - 900,000 5.625% Notes, due July 15, 2027 1,785,000 1,785,000 4.75% Notes, due November 1, 2028 1,000,000 - Mission Revolving loans, due October 26, 2023 327,000 - Term Loan B, paid in 2020 - 226,242 Shield Term Loan A, paid in 2020 - 21,811 Total outstanding principal 7,742,557 8,599,703 Less: unamortized financing costs and discount - Nexstar Term Loan A due 2023 (1,584 ) (3,447 ) Less: unamortized financing costs and discount - Nexstar Term Loan A due 2024 (7,102 ) (9,511 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2024 (12,136 ) (20,489 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2026 (50,644 ) (67,404 ) Less: unamortized financing costs and discount - Nexstar 5.625% Notes paid in 2020 - (9,955 ) Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes due 2027 5,997 7,121 Less: unamortized financing costs and discount - Nexstar 4.75% Notes due 2028 (9,085 ) - Less: unamortized financing costs and discount - Mission Term Loan B paid in 2020 - (3,177 ) Less: unamortized financing costs and discount - Shield Term Loan A paid in 2020 - (253 ) Total outstanding debt 7,668,003 8,492,588 Less: current portion (21,429 ) (109,310 ) Long-term debt, net of current portion $ 7,646,574 $ 8,383,278 Nexstar Senior Secured Credit Facility During the year ended December 31, 2020, Nexstar paid the following term loans, funded by cash on hand: • $278.7 million in prepayments of Term Loan A due 2023 and $23.9 million in scheduled maturities • $24.6 million in prepayments of Term Loan A due 2024 and $24.5 million in scheduled maturities • $263.6 million in prepayments of Term Loan B due 2024, and • $413.0 million in prepayments of Term Loan B due 2026 and $7.7 million in scheduled maturitie The total prepayments of debt resulted in a total loss on extinguishment of debt of $14.3 million, representing the write-off of unamortized debt financing costs and debt discounts. On September 3, 2020, Nexstar amended its senior secured credit facility. The amendment provided for an incremental senior secured revolving credit facility with an initial capacity of $30.0 million. The incremental revolving credit facility is in addition to the unused capacity under Nexstar’s existing revolving credit facility. On December 3, 2020, Nexstar reallocated $80.0 million from its existing revolving credit facility to Mission to fund Mission’s acquisition of WPIX (see Note 3). Interest rates are selected at Nexstar’s option and the applicable margin is adjusted quarterly as defined in Nexstar’s amended credit agreement. Interest is payable periodically based on the type of interest rate selected. As of December 31, the interest rates were: • 1.89 • 1.89 • 2.39 • 2.89 Nexstar is also required to pay quarterly commitment fees on the unused portion of its revolving loan commitment of 0.5% per annum. Mission Senior Secured Credit Facility During the year ended December 31, 2020, Mission repaid scheduled maturities of $1.7 million under its Term Loan B. On September 3, 2020, Mission amended its senior secured credit facility. The amendment provided for an incremental senior secured revolving credit facility with an initial capacity of $250.0 million. The amendment also made certain changes to the Mission credit agreement, including to permit the consummation of the acquisition of WPIX by Mission (see Note 3), and other future acquisitions by Mission as a general matter. The incremental revolving credit facility is in addition to the unused capacity under Mission’s existing revolving credit facility. Following the establishment of the incremental revolving credit facility, Mission drew upon $225.0 million and used the proceeds to pay in full the remaining outstanding principal balance under Mission’s Term Loan B of $224.5 million. The prepayment of Mission’s Term Loan B resulted in a loss on extinguishment of debt of $2.7 million representing write-off of unamortized debt financing costs and discounts. On November 23, 2020, Mission borrowed $22.0 million from its incremental revolving credit facility to partially fund the acquisition of television stations from Shield (see Note 3). On December 3, 2020, Mission borrowed $80.0 million from its existing revolving credit facility after receiving a reallocation of available capacity from Nexstar for the same amount. On December 30, 2020, Mission used the proceeds of the loans to partially fund its acquisition of WPIX (see Note 3). Terms of the Mission senior secured credit facility, including repayment, maturity and interest rates, are the same as the terms of the Nexstar senior secured facility described above. Interest rates are selected at Mission’s option and the applicable margin is adjusted quarterly as defined in Mission’s amended credit agreement. The interest rate on Mission’s revolving credit facility was 2.39% as of December 31, 2020. The interest rate of Mission’s Term Loan B was 4.01% as of December 31, 2019. Shield Senior Secured Credit Facility During the year ended December 31, 2020, Shield repaid $1.1 million in scheduled maturities of its Term Loan A. On November 23, 2020, Mission repaid in full the outstanding principal balance of Shield’s Term Loan A amounting to $20.7 million in connection with Mission’s acquisition of stations from Shield (see Note 3). 4.75% Notes due 2028 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 were used to redeem the $900.0 million 5.625% senior unsecured notes due 2024 (“5.625% Notes due 2024”) in full (discussed in more detail below). In 2020, Nexstar recorded $9.3 million in legal, professional, and underwriting fees related to the issuance of the 4.75% Notes due 2028. These financing costs are being amortized using the effective interest method over the term of the debt. 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, but excluding, 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, but excluding, 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. 5.625% Notes due 2027 On July 3, 2019, Nexstar completed the sale and issuance of $1.120 billion 5.625% Notes due 2027 at par. The gross proceeds of the 5.625% Notes due 2027 were initially deposited into a segregated escrow account. The escrow account was subsequently released on September 19, 2019 to Nexstar to partially fund the closing of the Merger (see Note 3). On November 22, 2019, Nexstar completed the issuance and sale of $665.0 million aggregate principal amount of additional 5.625% Notes due 2027. These additional notes were issued at a price of 104.875%, resulting in a debt premium of $27.4 million after giving effect to fees and expenses related thereto. These additional notes are treated as a single series with the 5.625% Notes due 2027 issued on July 3, 2019. The net proceeds from this issuance were used to redeem the 5.875% Notes due 2022 and the 6.125% Notes due 2022, including any premium and accrued and unpaid interest. As of December 31, 2020, the total outstanding principal balance of the 5.625% Notes was $1.785 billion. The will mature on July 15, 2027. Interest on the 5.625% Notes due 2027 is payable semiannually in arrears on January 15 and July 15 of each year. The 5.625% Notes due 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”). In 2019, Nexstar recorded $21.0 million in legal, professional and underwriting fees related to the 5.625% Notes due 2027. These costs were netted against the debt premium from the issuance of the additional notes. The net debt premium is being amortized using the effective interest method over the term of the debt. Nexstar has the option to redeem all or a portion of the 5.625% Notes due 2027 at any time prior to July 15, 2022 at a price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus a make whole premium. At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes due 2027, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date. Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2027), each holder of the 5.625% Notes due 2027 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase. The 5.625% Notes due 2027 contain covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates. The indenture governing the 5.625% Notes due 2027 provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee or holders of at least 25% in principal amount of the then outstanding 5.625% Notes due 2027 may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes due 2027 to be due and payable. 5.625% Notes due 2024 On July 27, 2016, Nexstar completed the issuance and sale of $900.0 million 5.625% Notes due 2024 at par. On September 25, 2020, Nexstar redeemed all the outstanding principal amount of the 5.625% Notes due 2024 in full at a redemption price equal to 102.813%, plus accrued and unpaid interest. The redemption resulted in a loss on extinguishment of debt of $33.9 million, representing premiums paid to retire the notes and write-off of unamortized debt financing costs. Nexstar funded the redemption through the proceeds from the issuance of the 4.75% Notes due 2028 discussed above. Unused Commitments and Borrowing Availability The Company had $92.7 million and $3.0 million of unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of December 31, 2020. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of December 31, 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 senior secured credit facilities in the event of their default. Mission and Nexstar Inc. (formerly Nexstar Broadcasting, Inc.), a wholly-owned subsidiary of Nexstar, are both guarantors of Nexstar’s senior secured credit facility. Mission is also a guarantor of the 5.625 In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options, exclusive of stations in the Shreveport, Louisiana, Odessa, Texas and Quad Cities, Iowa/Illinois markets, to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2021 and 2028, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of December 31, 2020, the Company was in compliance with its financial covenants. Debt Maturities The scheduled maturities of the Company’s debt, excluding the unamortized financing costs, discounts and premium, as of December 31, 2020 are summarized as follows (in thousands): 2021 $ 21,429 2022 44,170 2023 879,900 2024 1,367,742 2025 - Thereafter 5,429,316 $ 7,742,557 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | No te 10: Leases The Company as a Lessee The Company has operating and finance leases for office space, vehicles, tower facilities, antenna sites, studios 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 2 to 99 years, and some of which may include options to terminate the leases within one year. The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as of December 31, 2020 and 2019 are not material and are excluded Balance Sheet Classification December 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 282,834 $ 235,285 Current lease liabilities Other current liabilities $ 35,850 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 234,208 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,349 as of December 31, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 7,641 $ 8,138 Current lease liabilities Other current liabilities $ 1,003 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,172 $ 15,177 Weighted Average Remaining Lease Term Operating leases 8.7 years 7.4 years Finance leases 10.7 years 11.6 years Weighted Average Discount Rate Operating leases 5.4 % 5.3 % Finance leases 5.7 % 5.7 % In 2020, the increases in operating lease ROU assets and lease liabilities were attributable to the acquisition of television stations (see Note 3) and various extension of existing leases. Operating lease expenses for the year ended December 31, 2020 were $47.3 million, of which $24.4 million and $22.9 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. Operating lease expenses for the year ended December 31, 2019 were $28.5 million, of which $15.4 million and $13.1 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income. During the year ended December 31, 2018, operating lease expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income were $22.8 million. Supplemental cash flow information related to leases was as follows (in thousands): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 47,002 $ 16,754 Operating cash flows from finance leases 895 712 Financing cash flows from finance leases 900 610 Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows (in thousands): Operating Leases Finance Leases 2021 $ 47,181 $ 1,843 2022 48,160 1,803 2023 44,907 1,818 2024 41,781 1,833 2025 29,097 1,879 Thereafter 139,338 11,484 Total future minimum lease payments 350,464 20,660 Less: imputed interest (80,406 ) (5,485 ) Total $ 270,058 $ 15,175 The Company as a Lessor The Company has various arrangements under which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As such, the accounting for lease and non-lease components is combined on its lessor arrangements. |
Retirement and Postretirement P
Retirement and Postretirement Plans | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | Note 11: Retirement and Postretirement Plans On January 17, 2017, Nexstar assumed Media General, Inc.’s (“Media General”) 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 (see Note 3). As a result, Nexstar has qualified and non-contributory defined benefit retirement plans which cover certain of Tribune’s employees and former employees. These retirement plans are frozen in terms of pay and service, except for a small plan representing 2% of the total Tribune projected benefit obligations. 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 Company uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”). The Company recognizes the overfunded or underfunded status of these pension and other postretirement plans as an asset or liability in its Consolidated Balance Sheet and recognizes changes in that funded status in the year in which changes occur through comprehensive income (loss). The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation. As of and for the years ended December 31, the following table provides a reconciliation of the plans’ benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2020 2019 2020 2019 2020 2019 2020 2019 Change in benefit obligations Benefit obligations at beginning of period $ 450,601 $ 423,700 $ 22,568 $ 21,409 $ 2,069,280 $ - $ 6,443 $ - Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) - - - - - 2,091,029 - 6,813 Service cost - - 12 12 962 271 - - Interest cost 11,820 15,517 540 765 51,757 15,650 141 41 Participant contributions - - - - - - 4 4 Plan amendments - - - (364 ) 1,978 - - - Actuarial (gain) loss 47,390 41,483 1,435 2,516 153,195 (9,627 ) (302 ) (239 ) ESOP transfer - - - - 3,310 - - - Benefit payments (28,402 ) (30,099 ) (1,158 ) (1,770 ) (208,395 ) (28,043 ) (72 ) (176 ) Benefit obligations at end of period (1) $ 481,409 $ 450,601 $ 23,397 $ 22,568 $ 2,072,087 $ 2,069,280 $ 6,214 $ 6,443 Change in plan assets Fair value of plan assets at beginning of period $ 374,734 $ 330,914 $ - $ - $ 1,702,272 $ - $ - $ - Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) - - - - - 1,672,788 - - Actual return on plan assets 55,806 69,765 - - 277,772 57,527 - - Employer contributions 4,149 4,154 1,158 1,769 40,547 - 68 172 Participant contributions - - - - - - 4 4 ESOP transfer - - - - 3,310 - - - Benefit payments (28,402 ) (30,099 ) (1,158 ) (1,769 ) (208,395 ) (28,043 ) (72 ) (176 ) Fair value of plan assets at end of period $ 406,287 $ 374,734 $ - $ - $ 1,815,506 $ 1,702,272 $ - $ - Amounts recognized in Consolidated Balance Sheets Current liabilities $ (4,126 ) $ (4,068 ) $ (1,884 ) $ (1,917 ) $ - $ - $ (1,047 ) $ (1,069 ) Noncurrent liabilities (70,997 ) (71,799 ) (21,513 ) (20,651 ) (256,581 ) (367,008 ) (5,167 ) (5,374 ) Funded status $ (75,123 ) $ (75,867 ) $ (23,397 ) $ (22,568 ) $ (256,581 ) $ (367,008 ) $ (6,214 ) $ (6,443 ) ( 1 ) As of December 31, 2020, the Media General pension benefit obligations include $423.7 million related to a pension plan that is substantially funded by plan assets. These plan assets cover approximately 96% of the benefit obligation. The remaining Media General pension benefit obligations of $57.7 million relates to supplemental executive retirement and ERISA Excess plans for which the Company’s policy is to fund the benefits as claims and premiums are paid. As of December 31, 2020, the $2.072 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 88% of such benefit obligations. In September 2020, the Tribune defined benefit retirement plans offered certain terminated vested participants a voluntary, limited time offer to receive their pension benefit in a single lump sum payment or to start a monthly payment, payable as of December 1, 2020. To be eligible for this offer, participants must have terminated employment prior to July 1, 2020, such employment shall have remained terminated through December 1, 2020 and the benefit must have a lump sum value of $50,000 or less. Approximately 55% of the roughly 7,231 participants elected to do so, resulting in $96.1 million in payouts from plan assets. The Company recognized an immediate gain of $1.6 million in 2020 related to this settlement, which is included as an offset against pension expense in the Consolidated Statements of Operations and Comprehensive Income. The Media General and Tribune pension benefit plans were underfunded as of December 31, having accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded pension benefit plans is as follows (in thousands): Media General Tribune 2020 2019 2020 2019 Benefit obligations $ 481,409 $ 450,601 $ 2,072,087 $ 2,069,280 Accumulated benefit obligations 481,409 450,601 2,072,087 2,069,280 Fair value of plan assets 406,287 374,734 1,815,506 1,702,272 The plans’ benefit obligations were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 2020 2019 2020 2019 Discount rate 2.15 % 3.08 % 4.12 % 2.04 % 3.00 % 4.06 % 2.29 % 3.09 % 1.42 % 2.53 % Compensation increase rate - - - 2.00 % 2.00 % 2.00 % - - - - The decrease in the discount rates from December 31, 2019 to December 31, 2020 increased the projected benefit obligations of Media General qualified defined benefit pension plans by approximately $44.5 million at December 31, 2020. Additionally, the updated census information increased the plans' projected pension obligation by approximately $6.2 million at December 31, 2020. The increases were partially offset by an approximately $4.7 million decrease in pension obligation due to the updated mortality projection scale, cash balance interest crediting assumption and optional form conversion basis in 2020. The decrease in the discount rate from December 31, 2018 to December 31, 2019 resulted in an increase in the projected benefit obligations of Media General qualified defined benefit pension plans of approximately $45.1 million at December 31, 2019. The increase was partially offset by a $5.7 million reduction in the projected pension obligation at December 31, 2019 from the updated mortality table and projection scale, cash balance interest crediting assumption and optional form conversion basis in 2019. The decrease in the discount rates from December 31, 2019 to December 31, 2020 increased the projected benefit obligations of Tribune qualified defined benefit pension plans by approximately $167.4 million at December 31, 2020. The increase was partially offset by an approximately $16.7 million decrease in the projected pension obligation due to the updated mortality projection in 2020. The projected benefit obligation of Tribune qualified defined benefits pension plans decreased by approximately $19.0 million from September 19, 2019 to December 31, 2019 due to the updated mortality projection. The decrease was partially offset by an approximately $7.4 increase in the projected pension obligation due to the decrease in the discount rates from September 19, 2019 to December 31, 2019. Net Periodic Benefit Cost (Credit) The following tables provide the components of net periodic benefit cost (credit) for the plans for the years ended December 31, (in thousands): Media General Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 Service cost $ - $ - $ - $ 12 $ 12 $ 16 Interest cost 11,820 15,517 13,965 540 765 689 Expected return on plan assets (19,700 ) (21,867 ) (25,534 ) - - - Amortization of prior service costs - - - (46 ) - - Amortization of net (gain) loss 30 - - 162 (10 ) 109 Net periodic benefit cost (credit) $ (7,850 ) $ (6,350 ) $ (11,569 ) $ 668 $ 767 $ 814 Tribune Pension Benefits OPEB 2020 2019 2020 2019 Service cost $ 962 $ 271 $ - $ - Interest cost 51,757 15,650 141 41 Expected return on plan assets (89,136 ) (25,708 ) - - Settlement gain recognized (1,591 ) - - - Net periodic benefit cost (credit) $ (38,008 ) $ (9,787 ) $ 141 $ 41 The Company anticipates recording an aggregate net periodic benefit credit of $8.6 million for its Media General pension and OPEB plans in 2021, as the expected return on plan assets exceeds estimated interest cost. The Company also anticipates recording an aggregate net periodic benefit credit of $58.0 million for its Tribune pension and OPEB plans in 2021, as the expected return on plan assets exceeds estimated interest cost. The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Media General Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 Discount rate 3.08 % 4.13 % 3.49 % 2.94 % 4.06 % 3.42 % Expected return on plan assets 5.75 % 6.25 % 7.00 % - - - Compensation increase rate - - - 2.00 % 2.00 % 2.00 % Cash balance interest crediting rate 1.93 % 3.20 % 2.30 % - - - Tribune Pension Benefits OPEB 2020 2019 2020 2019 Discount rate 3.08 % 3.12 % 2.52 % 2.57 % Expected return on plan assets 5.45 % 5.55 % - - Cash balance interest crediting rate 2.20 % 2.50 % - - The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital market scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the portfolio based on the current asset allocation. For purposes of measuring postretirement health care costs for 2020 related to Tribune, the Company assumed a 6.43% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2025 and remain at that level thereafter. For purposes of measuring postretirement health care obligations related to Tribune at December 31, 2020, the Company assumed a 5.57% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2025 and remain at that level thereafter. The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB December 31, 2017 $ 9,733 $ (1,433 ) $ - $ - Actuarial (loss) gain (29,074 ) 1,471 - - December 31, 2018 (19,341 ) 38 - - Actuarial gain (loss) 6,416 (2,163 ) 41,446 239 December 31, 2019 $ (12,925 ) $ (2,125 ) $ 41,446 $ 239 Prior service (cost) credit - - (1,978 ) - Actuarial gain (loss) (11,242 ) (1,313 ) 33,850 302 December 31, 2020 $ (24,167 ) $ (3,438 ) $ 73,318 $ 541 The asset allocation for the Company’s funded retirement plans at the end of 2020, and the asset allocation range for 2021, by asset category, are as follows: Media General Tribune Asset Allocation Percentage of Plan Assets at Year End Asset Allocation Percentage of Plan Assets at Year End Asset category: 2021 2020 2021 2020 Equity securities 40% 36% 50% 50% Fixed income securities 60% 62% 45% 39% Other - 2% 5% 11% Total 100% 100% As the plan sponsor of the funded retirement plans, the Company’s investment strategy is to achieve a rate of return on the plans’ assets that, over the long-term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plans’ returns is the asset allocation policy. The investment policy for plan assets related to Media General plans provides ranges (3-23% U.S. large cap equity, 0-13% U.S. small/mid cap equity, 0-19% international/global equity, 0-17% other equity, 50-70% fixed income and 0-10% cash) for the plans’ long-term asset mix. The Company periodically (at least annually) reviews and rebalances the asset mix if necessary. The Company also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes. The investment policy related to Media General plans is reviewed frequently and administered by an investment consultant. Periodically, the Company evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the defined objectives, similarly invested portfolios and specific market indices. The policy contains general guidelines for prohibited transactions such as borrowing of money, purchase of securities on margin, short sales, pledging any securities except loans of securities that are fully-collateralized and purchase or sale of futures or options for speculation or leverage. Restricted transactions include purchase or sale of commodities, commodity contracts or illiquid interests in real estate or mortgages, purchase of illiquid securities such as private placements and use of various futures and options for hedging or for taking limited risks with a portion of the portfolio’s assets. Investments in Common Collective Trust Funds do not have any unfunded commitments and do not have any applicable liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business days’ notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as follows: • Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total return performance of their respective benchmarks in both the U.S. and international markets. • Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective benchmarks. • Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks. The investment policy for plan assets related to the Tribune plans is to invest in a variety of investments for long-term growth in order to satisfy the benefit obligations of the Company’s pension plans. Accordingly, when making investment decisions, the Company and their investment consultant endeavor to strategically allocate assets within asset classes in order to enhance long-term real investment returns and reduce volatility. The asset allocation is monitored and rebalanced as necessary. Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap), Russell 2500 (U.S. mid cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks. Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds), Barclays Capital Long Corporate and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks. Other investments include investments in real estate funds, emerging market debt and high yield bonds. These investments use the National Council of Real Estate Investment Fiduciaries Property Index or the FTSE NAREIT All Equity REIT Index (real estate), JPM EMBI Global Core Index (emerging market debt) and Barclays U.S. High Yield Ba/B 1% Issuer Capped Bond Index (high yield bonds) as their benchmarks. The following table sets forth, by asset category, the Company’s pension plan assets as of December 31, 2020 and 2019 , using the fair value hierarchy established under ASC Topic 820 as described in Note 12. The fair value hierarchy in the tables exclude s certain investments which are valued using net asset value (“ NAV ”) as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2020 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ - $ - $ - $ - $ 9,656 $ - $ - $ 9,656 Common collective trusts - 357 - 357 - 16,577 - 16,577 Fixed income Other 1,767 - - 1,767 - - - - Pooled separate account - - - - - 8,545 - 8,545 Total pension plan assets measured at fair value $ 1,767 $ 357 $ - 2,124 $ 9,656 $ 25,122 $ - 34,778 Pension plan assets measured at NAV as a practical expedient 404,163 1,775,130 Pension plan assets measured at contract value: Insurance contracts - 5,598 Total pension plan assets $ 406,287 $ 1,815,506 Pension Plan Assets as of December 31, 2019 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ - $ - $ - $ - $ 605,572 $ - $ - $ 605,572 Common collective trusts - - - - - 6,981 - 6,981 Fixed income U.S. government securities - - - - - 347,091 - 347,091 Corporate bonds - - - - - 363,720 - 363,720 Mortgage-backed and asset-backed securities - - - - - 63,504 - 63,504 Other (1) 891 - - 891 - (156,893 ) - (156,893 ) Pooled separate account - - - - - 16,188 - 16,188 Total pension plan assets measured at fair value $ 891 $ - $ - 891 $ 605,572 $ 640,591 $ - 1,246,163 Pension plan assets measured at NAV as a practical expedient 373,843 429,729 Pension plan assets measured at contract value: Insurance contracts - 26,380 Total pension plan assets $ 374,734 $ 1,702,272 (1) Other includes pending net security purchases of $210.8 million. Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy. Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. Certain common/collective trusts, investment companies, the international equity limited company, real estate, private equity and venture capital limited partnerships that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets. The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. Expected Cash Flows The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Employer Contributions 2021 to participant benefits $ 4,126 $ 1,884 $ 11,500 $ 1,047 Expected Benefit Payments 2021 $ 30,302 $ 1,884 $ 121,217 $ 1,047 2022 29,951 1,845 123,077 908 2023 29,764 1,808 124,553 783 2024 29,784 1,767 126,713 669 2025 29,124 1,736 125,307 568 2026-2030 135,955 7,464 599,692 1,721 Defined Contribution Plans The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “401(k) Plans”). The 401(k) Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plans may be made at the discretion of management of the Company. During the years ended December 31, 2020, 2019 and 2018, Nexstar contributed $14.9 million, $12.1 million and $8.5 million, respectively, to the 401(k) Plans. The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, are eligible. The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company for these plans for 2020 are immaterial. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12: Fair Value Measurements The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short term to maturity. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands) : December 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A due 2023 (1) $ 483,816 $ 480,373 $ 784,623 $ 782,922 Team Loan A due 2024 (1) 618,748 619,619 665,489 672,039 Term Loan B due 2024 (1) 862,856 865,311 1,118,091 1,143,255 Term Loan B due 2026 (1) 2,593,671 2,601,619 2,997,596 3,068,412 5.625% Notes paid in 2020 (see Note 9) (2) - - 890,045 938,250 5.625% Notes due 2027 (2) 1,790,997 1,912,181 1,792,121 1,883,175 4.75% Notes due 2028 (2) 990,915 1,040,000 - - Mission Revolving loans due 2023 (1) 327,000 323,517 - - Term Loan B paid in 2020 (see Note 9) (1) - - 223,065 227,154 Shield Term Loan A paid in 2020 (See Note 9) (1) - - 21,558 21,669 (1) The fair values of senior secured and revolving credit facilities are computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. Other equity method investments in private companies (without readily determinable fair values) are recorded at cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment, as further described in Note 7. During the year ended December 31, 2020, there were no events or changes in circumstance that suggested an impairment or an observable price change to any of these investments resulting from an orderly transaction for the identical or a similar investment. The non-equity method investments are classified as Level 3 of the fair value hierarchy. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Note 13: Common Stock The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to 10 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders. Holders of Class C common stock have no voting rights. The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis. Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement. 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. In 2020, Nexstar repurchased a total of 3,085,745 shares of Class A common stock for $281.8 million, funded by cash on hand. In 2019, Nexstar repurchased a total of 439,743 shares of Class A common stock for $45.1 million, funded by cash on hand. In 2018, Nexstar repurchased a total of 751,920 shares of Class A common stock for $50.5 million, funded by cash on hand. As of December 31, 2020, the remaining available amount under the share repurchase authorization was $174.9 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. During the years ended December 31, 2020 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 14: Stock-Based Compensation Stock-Based Compensation Expense The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated using the Black-Scholes option-pricing model. The compensation cost related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) is based on the market price of the stock on the date of the award. The fair values of the stock options and RSUs are recognized ratably over their respective vesting periods. The fair values of PSUs are recognized when it is probable that the performance conditions will be achieved. The Company recognized stock-based compensation expense of $48.3 million, $38.6 million and $31.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was $67.2 million of total unrecognized compensation cost related to restricted stock units, expected to be recognized over a weighted-average period of 2.2 years. There is no remaining unrecognized compensation cost related to stock options. Stock-Based Compensation Plans As of December 31, 2020, Nexstar has three stock-based compensation plans that provide for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar: the 2019 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), the 2015 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 11, 2015 (the “2015 Plan”) and the 2012 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on September 26, 2012 (the “2012 Plan”). A maximum of 3,100,000 shares, 2,500,000 shares and 1,500,000 shares of Nexstar’s Class A common stock can be issued under the 2019 Plan, 2015 Plan and 2012 Plan, respectively. No new awards are granted under equity incentive plans prior to these plans but any unissued available shares can be issued under the 2012 Plan. At December 31, 2020, 2,852,958 shares remained available for future grants, of which 2,796,000 shares and 56,958 shares were available under the 2019 Plan and the 2015 Plan, respectively. No remaining shares were available under the 2012 Plan. Nexstar utilizes any available treasury stock or issues new shares of its Class A common stock when options are exercised or restricted stock units vest. Stock Options Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant. As of December 31, 2020, all outstanding options are fully vested and expire ten years from the date of grant. Except as otherwise determined by the compensation committee or with respect to the termination of a participant’s services in certain circumstances, including a change of control, no option may be exercised within six months of the date of the grant. Upon the employee’s termination, all nonvested options are forfeited immediately and any unexercised vested options are cancelled from 30 to 180 days following the termination date. The following table summarizes activity and information related to stock options for the year ended December 31, 2020: Outstanding Options Non-Vested Options Weighted- Weighted- Average Aggregate Weighted- Average Remaining Intrinsic Average Exercise Contractual Value Grant-Date Shares Price Term (Years) (thousands) Shares Fair Value Outstanding as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 - $ - Granted - $ - - - - $ - Exercised (160,952 ) $ 31.11 - - - $ - Vested - $ - - - - $ - Forfeited/cancelled - $ - - - - $ - Balances as of December 31, 2020 1,504,873 $ 21.42 2.26 $ 132,077 - $ - Exercisable as of December 31, 2020 1,504,873 $ 21.42 2.26 $ 132,077 Fully vested and expected to vest as of December 31, 2020 1,665,825 $ 21.42 2.26 $ 132,077 Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $132.1 million on December 31, 2020, and the stock option exercise prices multiplied by the number of options outstanding. Time-Based Restricted Stock Units The RSUs vest over a range of two to five years from the date of the award. All unvested RSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2020: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2019 1,151,251 $ 74.39 Awarded 569,500 $ 64.30 Vested (442,688 ) $ 70.97 Forfeited/cancelled (75,312 ) $ 69.15 Unvested as of December 31, 2020 1,202,751 $ 71.30 Performance-Based Restricted Stock Units The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of two to four years) designated by the Board of Directors of the Company. All unvested PSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to PSUs for the year ended December 31, 2020: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2019 208,335 $ 76.82 Awarded 148,333 $ 102.83 Vested (47,291 ) $ 71.18 Forfeited/cancelled (7,708 ) $ 75.41 Unvested as of December 31, 2020 301,669 $ 90.53 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income Taxes The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2020 2019 2018 Current tax expense: Federal $ 281,358 $ 111,486 $ 102,516 State 56,856 28,962 29,761 338,214 140,448 132,277 Deferred tax expense (benefit): Federal (32,761 ) 8,075 7,997 State (8,945 ) (11,497 ) 4,406 (41,706 ) (3,422 ) 12,403 Income tax expense $ 296,508 $ 137,026 $ 144,680 The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in thousands): 2020 2019 2018 Federal income tax at the statutory rate $ 231,922 $ 78,229 $ 111,915 State and local taxes, net of federal benefit 43,082 13,569 27,123 Nondeductible compensation 6,289 5,149 2,858 Nondeductible acquisition costs - 3,649 - Nondeductible meals and entertainment 1,487 2,171 2,047 Nondeductible goodwill impairment - 8,920 1,532 Excess tax benefit on stock-based compensation (2,974 ) (5,363 ) (750 ) Disposition of nondeductible goodwill 8,347 10,302 - Change in beginning of year valuation allowance 5,332 19,894 1,430 Other 3,023 506 (1,475 ) Income tax expense $ 296,508 $ 137,026 $ 144,680 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment. The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense. As a result of these provisions of the Act, the Company’s deduction related to executive compensation and interest expense could be limited in future years. The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 49,859 $ 41,142 Compensation 13,133 18,827 Rent 68,919 56,974 Pension 94,971 121,437 Other 30,961 24,394 Total deferred tax assets 257,843 262,774 Valuation allowance for deferred tax assets (23,479 ) (18,147 ) Total deferred tax assets 234,364 244,627 Deferred tax liabilities: Property and equipment (252,149 ) (249,909 ) Other intangible assets (536,365 ) (508,412 ) Goodwill (76,544 ) (125,609 ) FCC licenses (649,034 ) (671,092 ) Rent (75,571 ) (64,229 ) Deferred gain on spectrum (37,275 ) (37,276 ) Investments (242,436 ) (280,002 ) Other (38,998 ) (18,786 ) Total deferred tax liabilities (1,908,372 ) (1,955,315 ) Net deferred tax liabilities $ (1,674,008 ) $ (1,710,688 ) As of December 31, 2020, the Company had a valuation allowance related to deferred tax assets of $23.5 million which was not likely to be realized, an increase of $5.3 million from December 31, 2019 balance. The valuation allowance increased in 2020 primarily due to Mission’s acquisition of certain stations for which Nexstar has controlling financial interests resulting in tax expense and deferred tax liabilities based on the difference between the estimated fair value and book value of the acquired assets. As of December 31, 2020, the Company's reserve for uncertain tax positions totaled approximately $45.6 million. For the years ended December 31, 2020, 2019 and 2018 there were $45.6 million, $45.2 million and $12.5 million of gross unrecognized tax benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions as further described in Note 17. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2020 2019 2018 Uncertain tax position liability at the beginning of the year $ 45,235 $ 12,542 $ 23,258 Increases resulting from merger transaction 2,007 32,211 432 Increases related to tax positions taken during the current period 75 75 45 Increases related to tax positions taken during prior periods 466 761 1,497 Decreases related to tax positions taken during prior periods - - (12,496 ) Decreases related to settlements with taxing authorities (1,433 ) - - Decreases related to expiration of statute of limitations (760 ) (354 ) (194 ) Uncertain tax position liability at the end of the year $ 45,590 $ 45,235 $ 12,542 The Company’s liability for unrecognized tax benefits totaled $45.6 million and $45.2 million at December 31, 2020 and 2019, respectively. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $45.6 million and $45.2 million impact on the Company’s reported income tax expense in 2020 and 2019, respectively. As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations and Comprehensive Income. The Company’s accrued interest and penalties related to uncertain tax positions were $7.3 million and $6.4 million for the years ended December 31, 2020 and 2019, respectively. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $12.7 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations. There can be no assurance that the outcomes from any tax examinations will not have a significant impact on the amount of such liabilities, which could have an impact on the operating results or financial position of the Company. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Tribune acquired entities are currently undergoing a 2014–2015 federal audit and continue to be subject to audit for years after 2016. Nexstar is subject to U.S. federal tax examinations for years after 2016. The Company currently has various state income tax returns in the process of examination or administrative appeal. Additionally, any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the Company is subject to state tax examination for years after 2016 and any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination. The Company has gross federal and state income tax NOL carryforwards of $158.6 million and $271.0 million, respectively, which are available to reduce future taxable income if utilized before their expiration. A valuation allowance has been recorded against $107.2 million of federal NOLs and $34.8 million of state NOLs attributable to one of the consolidated VIEs. The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income. The NOLs could expire before the Company generates sufficient taxable income. To the extent the Company’s use of NOLs is significantly limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Company’s financial results and operations. |
FCC Regulatory Matters
FCC Regulatory Matters | 12 Months Ended |
Dec. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | Note 16: FCC Regulatory Matters Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general. The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operation, which must be completed by July 2021. Media Ownership The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.” In August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the local television ownership rule and radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top-four television stations in a market to network affiliation swaps, (3) retained the ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the dual network rule, (5) made television JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between commercial television stations and required public disclosure of those SSAs (while not considering them attributable). The 2016 Ownership Order reinstated a previously adopted rule that attributed another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a JSA. Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under those JSAs until September 30, 2025. Nexstar and other parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November 16, 2017, the FCC adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible (the “eight voices test”), (3) retained the general prohibition on common ownership of two “top four” stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) denied a mandamus petition which had sought to stay their effectiveness. On September 23, 2019, however, the Third Circuit issued an opinion vacating the Reconsideration Order on the ground that the FCC had failed to adequately analyze the effect of the Reconsideration Order’s deregulatory rule changes on minority and woman ownership of broadcast stations. The Third Circuit later denied petitions for en banc In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking. Among other things, the FCC seeks comment on all aspects of the local television ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest. Comments and reply comments in the 2018 quadrennial review were filed in the second quarter of 2019. As of December 31, 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. In 2017, one station that accepted a bid went off the air and the associated spectrum asset and liability to surrender spectrum, both amounting to $34.6 million, were derecognized. In 2018, eight stations that accepted bids ceased broadcasting on their previous channels and implemented channel sharing agreements. As such, the associated spectrum asset and liability to surrender spectrum, both amounting to $314.1 million, were derecognized. In 2019, one station moved to a VHF channel and vacated its former channel. The associated spectrum asset and liability to surrender spectrum, both amounting to $52.0 million, were derecognized. The remaining one 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 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 January 4, 2021, verified cost estimates were over $2.19 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 January 7, 2021, 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 one station from interim to permanent facilities on its new channel. During the years ended December 31, 2020, 2019 and 2018, the Company spent a total of $54.7 million, $79.3 million and $26.8 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Consolidated Balance Sheets. During the years ended December 31, 2020, 2019 and 2018, the Company received $57.3 million, $70.4 million and $29.4 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Consolidated Statements of Operations and Comprehensive Income. 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 Company cannot yet 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 | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17: Commitments and Contingencies Broadcast Rights Commitments Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2020 (in thousands): 2021 $ 74,904 2022 57,425 2023 26,660 2024 19,354 2025 16,033 Thereafter - $ 194,376 Guarantee of Mission Debt Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay the amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under these guarantees would be generally limited to the borrowings outstanding. As of December 31, 2020, Mission had a maximum commitment of $330.0 million, of which $327.0 million in principal debt balance was outstanding. Based on the terms of the credit agreement, Mission’s outstanding debt is due October 2023. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. Collective Bargaining Agreements As of December 31, 2020, certain technical, production and news employees at 20 of the Company’s stations are covered by collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation — On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the DOJ regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. The Court denied that motion on November 6, 2020. The parties are in the discovery phase of litigation. The Court has not yet set a trial date. 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 sought monetary and punitive damages, in addition to attorneys’ fees. Nexstar denied these allegations. 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 sought 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 s ought monetary damages, punitive damages, and equitable relief, in addition to attorneys’ fees. Nexstar denie d these allegations. 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. 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. The Bankruptcy Court of the Southern District of Texas approved the settlement on November 10, 2020. 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 July 23, 2012, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries (as such plan was subsequently modified by its proponents, the “Plan”). 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. , Case No. 08-13141. Notices of appeal of 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 approvals of the Confirmation Order by the Bankruptcy Court and 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 December 31, 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 December 31, 2020, all but 141 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 and certain professionals formerly retained by Tribune, 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 Tribune thereafter 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 Consolidated Statements of Operations and Comprehensive Income and primarily include professional advisory fees and other costs related to the resolution of unresolved claims. Such amounts were not significant during the year ended December 31, 2020 and from September 19, 2019 to December 31, 2019. The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2021 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 September 19, 2019, Nexstar acquired Tribune through the Merger (see Note 3). On January 27, 2020, Nexstar and Sinclair agreed to settle the outstanding lawsuit between Tribune and Sinclair in connection with their terminated merger agreement. Sinclair concerning the terminated Tribune/Sinclair merger, and have released 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. Sinclair sold to Nexstar certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $17.9 million in cash (see Note 3). Nexstar and Sinclair 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 December 31, 2020 would be approximately $120.0 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 merits to be issued in the first half of 2021. 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 (see Note 3). Nexstar continues to disagree with the IRS’s position that the Chicago Cubs Transactions generated a taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $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— Prior to Nexstar’s merger with Tribune in September 2019, Tribune and a few of its subsidiaries were undergoing separate 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, all other entity audits have been resolved and closed. For Tribune Media Company, 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 $40.0 million increase in its federal and state taxes payable and a $140 million increase in deferred income tax liability as of December 31, 2020. In accordance with ASC Topic 740, the Company has appropriately reflected $11.0 million for certain contested issues in its liability for unrecognized tax benefits |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Data | Note 18: Segment Data The Company evaluates the performance of its operating segments based on net revenue and operating income. The Company’s broadcast segment includes (i) television stations and related community focused websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) WGN America, a national general entertainment cable network and the home of NewsNation, (iii) digital multicast network services, 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 that Nexstar acquired in September 2019 through the Merger, including revenues from leasing certain owned office and production facilities, (iii) digital businesses and (iv) eliminations. Segment financial information is included in the following tables for the periods presented (in thousands): Year Ended December 31, 2020 Broadcast Other Consolidated Net revenue $ 4,410,528 $ 90,741 $ 4,501,269 Depreciation 125,560 22,128 147,688 Amortization of intangible assets 276,330 3,380 279,710 Income (loss) from operations 1,536,835 (161,439 ) 1,375,396 Goodwill 2,874,274 109,734 2,984,008 Assets (1) 12,352,509 1,051,767 13,404,276 Year Ended December 31, 2019 Broadcast Other Consolidated Net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Depreciation 108,805 14,570 123,375 Amortization of intangible assets 182,238 18,079 200,317 Income (loss) from operations 948,237 (293,106 ) 655,131 Goodwill 2,996,875 - 2,996,875 Assets (1) 12,918,966 1,070,771 13,989,737 (1) . For additional information on equity investments, see Note 7. Year Ended December 31, 2018 Broadcast Other Consolidated Net revenue $ 2,612,531 $ 154,165 $ 2,766,696 Depreciation 89,312 20,477 109,789 Amortization of intangible assets 126,850 22,556 149,406 Income (loss) from operations 918,401 (160,622 ) 757,779 The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented. Year Ended December 31, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 1,571,034 $ 38 $ 1,571,072 Political advertising 507,564 - 507,564 Distribution 2,149,569 3,053 2,152,622 Digital 141,960 81,408 223,368 Other 28,226 6,242 34,468 Trade 12,175 - 12,175 Total net revenue $ 4,410,528 $ 90,741 $ 4,501,269 Year Ended December 31, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 1,335,126 $ - $ 1,335,126 Political advertising 51,889 - 51,889 Distribution 1,368,881 - 1,368,881 Digital 137,067 104,452 241,519 Other 19,083 5,441 24,524 Trade 17,385 - 17,385 Total net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Year Ended December 31, 2018 Broadcast Other Consolidated Core advertising (local and national) $ 1,089,920 $ - $ 1,089,920 Political advertising 251,209 - 251,209 Distribution 1,121,081 - 1,121,081 Digital 107,054 154,105 261,159 Other 26,425 60 26,485 Trade 16,842 - 16,842 Total revenue $ 2,612,531 $ 154,165 $ 2,766,696 As discussed in Note 2, the Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals and networks. During the year ended December 31, 2020, revenues from these sources for two of the Company's customers exceeded 10%. Each of these customers represents approximately 11% of the Company’s consolidated net revenues. No Advertising revenue (local, national, political and digital) is positively affected by national and regional political campaigns, and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur and advertising is aired during the Olympic Games. The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of WGN America. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Note 19 : Unaudite d Quarterly Data Three Months Ended March 31, June 30, September 30, December 31, 2020 2020 2020 2020 (in thousands, except per share amounts) Net revenue $ 1,091,822 $ 914,633 $ 1,118,203 $ 1,376,611 Income from operations 305,015 196,253 343,597 530,531 Income before income taxes 222,038 135,547 254,490 492,493 Net income attributable to Nexstar 156,915 99,595 190,684 364,247 Basic net income per common share $ 3.43 $ 2.20 $ 4.24 $ 8.32 Basic weighted average shares outstanding 45,702 45,267 44,979 43,758 Diluted net income per common share $ 3.30 $ 2.13 $ 4.08 $ 7.97 Diluted weighted average shares outstanding 47,615 46,849 46,737 45,700 Three Months Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 (in thousands, except per share amounts) Net revenue $ 626,647 $ 649,012 $ 663,575 $ 1,100,090 Income from operations 127,074 149,944 121,615 256,498 Income before income taxes 73,328 97,381 34,329 168,283 Net income (loss) attributable to Nexstar 54,892 68,002 (5,847 ) 113,212 Basic net income (loss) per common share $ 1.20 $ 1.48 $ (0.13 ) $ 2.46 Basic weighted average shares outstanding 45,785 46,090 46,114 45,952 Diluted net income (loss) per common share $ 1.15 $ 1.42 $ (0.13 ) $ 2.36 Diluted weighted average shares outstanding 47,784 47,971 46,114 47,933 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Note 20: Valuation and Qualifying Accounts Allowance for Doubtful Accounts Rollforward (in thousands) Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2020 $ 17,205 $ 30,046 $ (12,329 ) $ 34,922 Year Ended December 31, 2019 13,158 12,972 (8,925 ) 17,205 Year Ended December 31, 2018 13,358 10,707 (10,907 ) 13,158 (1) Uncollectible accounts written off, net of recoveries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21: Subsequent Events On January 27, 2021, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.70 per share on its outstanding Class A Common Stock. The dividend was paid on February 26, 2021 to stockholders of record on February 12, 2021. On January 27, 2021, Nexstar’s Board of Directors also approved a new share repurchase program authorizing the Company to repurchase up to $1.0 billion of its Class A common stock. The new $1.0 billion share repurchase program increased the Company’s existing share repurchase authorization, of which $174.9 million remained outstanding as of December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently-owned VIEs for which Nexstar is the primary beneficiary (See Note 2—Variable Interest Entities). Nexstar and the consolidated VIEs are collectively referred to as the “Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. |
Liquidity | 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 cause significant uncertainty in the United States’ economy and the financial markets, which may reduce demand for the Company’s advertising, retransmission of its television stations’ signals, carriage of its networks and digital products, services and content, negatively 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 through December 31, 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 December 31, 2020, the Company’s unrestricted cash on hand amounted to $152.7 million, a decrease from the December 31, 2019 level of $232.1 million, as Nexstar allocated resources toward acquisition of businesses and leverage reduction, including debt prepayments, repurchases of its Class A common stock and dividends to stockholders. As of December 31, 2020, the Company had a positive working capital of $479.1 million, an increase from the December 31, 2019 level of $404.2 million. As of December 31, 2020, the Company was also 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 $92.7 million and $3.0 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 Annual Report on Form 10-K. 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. |
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 an entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S. GAAP”) to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission’s senior secured credit facility (see Note 9), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, exclusive of stations KMSS, KPEJ and KLJB, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2020 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission Broadcasting, Inc. ("Mission") TBA Only SSA & JSA SSA Only WFXP, KHMT, KFQX and WPIX KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA and WLAJ KMSS, KPEJ, KLJB, KWBQ, KASY and KRWB White Knight Broadcasting (“White Knight”) SSA & JSA WVLA, KFXK and KSHV Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA WNAC, LLC LMA Only WNAC 54 Broadcasting, Inc. (“54 Broadcasting”) LMA Only KNVA Nexstar’s ability to receive cash from Mission and the other consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, Mission and the other consolidated VIEs maintain complete responsibility for and control over programming, finances, personnel and operations of their stations. In December 2014, Nexstar met the criteria for a controlling financial interest in Marshall Broadcasting Group, Inc. (“Marshall”) as a result of JSAs and SSAs Nexstar had with the three television stations previously owned by Marshall, Nexstar’s previous guarantee of the obligations incurred under Marshall’s previous senior secured credit facility and Nexstar’s previous power over activities affecting Marshall’s significant economic performance. Thus, beginning on December 1, 2014, Nexstar consolidated Marshall and the stations that it formerly owned ̶ KMSS serving the Shreveport, Louisiana market, KPEJ serving the Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market ̶ into Nexstar’s Consolidated Financial Statements. In December 2019, Marshall filed a voluntary petition for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. 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, the cancellation of the JSAs and the bankruptcy court taking control of Marshall’s significant financial affairs, 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. Therefore, in accordance with the applicable accounting standards, Nexstar deconsolidated Marshall’s assets, liabilities and equity effective in December 2019. The deconsolidation resulted in no gain or loss, but the operating results and cash flows of Marshall for the years ended December 31, 2019 and 2018 were included in the accompanying Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows, respectively. On September 1, 2020, Mission acquired the assets of stations KMSS, KPEJ and KLJB from Marshall. 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 was funded by Mission’s cash on hand. 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 for its acquired stations. On November 16, 2020, Mission acquired the assets of television stations KASY, KWBQ and KRWB from Tamer Media, LLC (“Tamer”) and assumed the existing SSA between Tamer and Nexstar for the stations. On November 23, 2020, Mission acquired the assets of television stations WXXA and WLAJ from Shield Media, LLC (“Shield”) and assumed the existing JSAs and SSAs between Shield and Nexstar for the stations. On December 30, 2020, Mission acquired the assets of television station WPIX from The E.W. Scripps Company (“Scripps”). Concurrent with the acquisition, Mission entered into a TBA with Nexstar for WPIX. As described above, Nexstar has controlling financial interests in Mission and its television stations for financial reporting purposes. As such, Nexstar has consolidated Mission’s recently acquired stations KMSS, KPEJ and KLJB beginning on September 1, 2020 and station WPIX beginning on December 30, 2020 into Nexstar’s financial statements. The assets and liabilities of these stations were measured at their estimated fair values upon consolidation. With respect to television stations KASY, KWBQ, KRWB, WXXA and WLAJ, Nexstar became the primary beneficiary of these stations under their previous owners and has consolidated them into Nexstar’s financial statements since January 2017. Upon Mission’s acquisition of these stations in November 2020, Nexstar continued to be the primary beneficiary and maintained its controlling financial interests in these stations for financial reporting purposes. As Nexstar is the primary beneficiary of both Mission and stations KASY, KWBQ, KRWB, WXXA and WLAJ, Mission’s purchases of these stations were deemed to be common control transactions and a change in the reporting entity of Mission. As common control transactions, Mission recorded the net assets acquired at historical book values, rather than at estimated fair values. For financial reporting purposes, Nexstar continued to consolidate the stations at their historical book values and for all periods presented in the accompanying Consolidated Financial Statements. The assets, liabilities, equity, operating results and cash flows of the stations have also been included as if they were owned and operated by Mission as of the earliest period presented. Mission is a guarantor of Nexstar’s debt. The previous owners of the stations, Tamer and Shield, were non-guarantors of any debt within the Nexstar group. For additional information on Mission’s recent acquisitions, see Note 3. As of December 31, t he carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2020 2019 Current assets: Cash and cash equivalents $ 9,066 $ 12,944 Accounts receivable, net 19,800 17,995 Prepaid expenses and other current assets 6,726 1,921 Total current assets 35,592 32,860 Property and equipment, net 61,938 42,308 Goodwill 153,704 135,634 FCC licenses 204,720 138,482 Network affiliation agreements, net 93,466 66,679 Other intangible assets, net 748 513 Other noncurrent assets, net 78,580 12,749 Total assets $ 628,748 $ 429,225 Current liabilities: Current portion of debt $ - $ 3,433 Interest payable 495 834 Other current liabilities 30,335 19,653 Total current liabilities 30,830 23,920 Debt 327,000 241,190 Deferred tax liabilities 29,433 22,505 Other noncurrent liabilities 82,821 19,507 Total liabilities $ 470,084 $ 307,122 The increases in assets and liabilities of consolidated VIEs were primarily due to Mission’s acquisition of television stations KMSS, KPEJ and KLJB from Marshall on September 1, 2020 and Mission’s acquisition of television station WPIX from Scripps on December 30, 2020. Mission’s acquisitions of stations KASY, KWBQ, KRWB, WXXA and WLAJ did not change the consolidated VIEs’ assets and liabilities. As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2020 2019 (1) Current assets $ 4,402 $ 4,311 Property and equipment, net 16,137 15,655 Goodwill 63,795 63,795 FCC licenses 204,720 138,482 Network affiliation agreements, net 31,571 34,666 Other intangible assets, net - 11 Other noncurrent assets, net 2,568 4,923 Total assets $ 323,193 $ 261,843 Current liabilities $ 30,335 $ 19,653 Noncurrent liabilities 112,254 42,012 Total liabilities $ 142,589 $ 61,665 (1) As discussed in more detail above, in November 2020, Mission acquired television stations previously owned by Shield and Tamer. Prior to Mission’s acquisition, these stations were non-guarantors of Nexstar’s debt and certain of their assets were previously not available to settle the debt obligations of Nexstar. Mission’s purchases of these stations were deemed to be common control transactions and a change in reporting entity of Mission, which requires a presentation of the stations’ assets and liabilities as if they were owned by Mission and guarantors of Nexstar’s debt as of the earliest period presented. As such, the total assets, excluding FCC licenses, that were not available to settle the obligations of Nexstar as of December 31, 2019 decreased by $70.7 million, to conform with the current year presentation. There were no changes in the total liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar as of December 31, 2019. Mission’s acquisition s of KMSS, KPEJ, KLJB and WPIX in 2020 increased the FCC licenses that are not available to settle the obligations of Nexstar, and also increased the liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar. The increase in noncurrent liabilities was primarily attributable to operating lease liabilities assumed in connection with the acquisition of WPIX. 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 local service agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include, but are not limited to, those relating 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. As of December 31, 2020, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. While the Company considered the effects of COVID-19 in its estimates and assumptions, due to the current level of uncertainty over the economic and operational impacts of COVID-19 on its business, there may be other judgments and assumptions that were not currently considered. Such judgments and assumptions could result in a meaningful impact on the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash and cash equivalents held by the Company to satisfy the remaining claim obligations pursuant to Tribune’s emergence from bankruptcy in 2012 (see Note 17). At December 31, 2020, restricted cash and cash equivalents held by the Company to satisfy such obligations totaled $16.6 million. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent or network carriage by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. As discussed in the “Recent Accounting Pronouncements” section below, the Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” effective on January 1, 2020. ASU 2016-13 significantly changed the impairment model for most financial assets and certain other instruments, including accounts receivable. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur which will generally result in earlier recognition of allowances for credit losses on financial assets and certain other instruments. The Company’s adoption of this standard did not have a material impact on its Consolidated Financial Statements and related disclosures and no cumulative-effect adjustment to retained earnings was required. In connection with the Company’s estimate of allowance for doubtful accounts, due to the expected loss from future payments as a result of economic uncertainty arising from (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 $34.9 million as of December 31, 2020. During the year ended December 31, 2020, the Company recorded bad debt expense of $30.0 million, including the write-off of uncollectible amounts due from Marshall of $13.1 million (in other noncurrent assets). Marshall is an entity for which Nexstar had a variable interest (see Note 2). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. |
Revenue Recognition | Revenue Recognition The Company adopted the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) and all related amendments effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606. The Company recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”), in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of WGN America. Total revenue includes advertising revenue, distribution revenue, digital revenue and other broadcast related revenues. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). The lag between billing the customers and when the payment is due is not significant. Advertising Revenues — The Company generates revenue by delivering advertising on the Company’s te levision stations , cable network , digital multicast network services and radio station. The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement. For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when it s commercial is aired . For station digital advertising, the performance obligation is a station’s promise to place an advertisement o n its website and is satisfied either based on impressions or the placement of ads over an agreed period of time. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites. The Company’s stations also trade certain advertising time for various goods and services. These transactions are short-term in nature and are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when the related advertising spots are broadcast, and trade expense is recognized when services or merchandise received are used. Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber. These revenues are considered arising from the licensing of functional intellectual property. As such, the Company applies the exception for sales- or usage-based royalty for the accounting of variable consideration and recognizes revenue (distribution revenue) at the point in time the broadcast signal is delivered to the distributors . The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. Other Digital Revenues —Revenue from the Company’s other digital businesses includes revenue from video and display advertising platforms that are delivered locally or nationally through our own and various third party websites and mobile applications, a recently acquired consumer product reviews platform, and other digital media solutions to media publishers and advertisers. Revenue is recognized at the time advertising is delivered or upon performance of services. The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. Most of the arrangements with customers are short-term in nature. Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature. Additionally, the incremental benefit from efforts in acquiring these contracts is considered not significant. Thus, the Company records sales commissions as an expense when incurred. Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue). The performance primarily involves the delivery of advertisements to the customers. The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. See Note 18 for disaggregated revenue information. |
Assets Held for Sale | Assets Held for Sale The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized. See Note 6 for additional information. |
Investments | Investments The Company accounts over an investee The Company The Company The Company recognizes its share in earnings and losses of the investee as “Income (loss) in equity investments, net” in the Consolidated Statements of Operations and Comprehensive Income. Investments are also increased by contributions made to and decreased by distributions from the investee. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. The Company evaluates equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For the years ended December 31, 2020, 2019 and 2018, the Company did not identify any impairments on its investments. for additional information Investments in non-public businesses that do not have readily determinable pricing, and for which the Company does not have control or does not exert significant influence, are carried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the carrying value of these investments are included as non-operating expense in the Consolidated Statements of Operations and Comprehensive Income. |
Leases | Leases Effective on January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASC 842”) and all related amendments issued by the FASB. ASC 842 requires the recording of right-of-use (“ROU”) assets and liabilities arising from operating leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. ROU asset represents the Company’s right to use the underlying asset during the lease term, and lease liability represents its obligation to make lease payments arising from the lease. The standard was issued to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using the optional transition method. The Company also elected to use the transition relief package of practical expedients but did not elect to use the land easements and use of hindsight practical expedients in determining a lease term at the adoption date. The Company also did not apply the lease accounting recognition requirements to leases with a term of one year or less. The most significant impact of this adoption was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases did not change. Upon adoption on January 1, 2019, the Company recognized operating lease ROU assets on its Consolidated Balance Sheet of $112.8 million, inclusive of the present value of remaining future operating lease payments of $98.9 million and reclassifications of certain operating lease related assets and liabilities under the Company’s historical accounting policy prior to the adoption of ASC 842 such as favorable (unfavorable) lease intangible assets, deferred rent, short-term and long-term prepaid expenses and other accruals. The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. Financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information was not adjusted and continues to be reported in accordance with the Company’s historical accounting policy for lease contracts prior to the adoption of ASC 842. After transition to ASC 842, the Company determines if a contract is an operating lease or a finance lease at inception for which a ROU asset and a lease liability is recognized. At the commencement date of the lease, ROU assets and lease liabilities are both measured and recorded at present value of the future lease payments over the lease term. The lease payments exclude any executory costs as they are not significant. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used based on the information available at the commencement date in determining the present value of future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. ROU assets and lease liabilities arising from operating leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities in the accompanying Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In rare circumstances, the Company may enter into finance leases for specific equipment or real estate used in its operations, in which the lease term is for the major part of the remaining economic life of the underlying asset or the present value of the lease payments equals or exceeds substantially all of the estimated fair value of the underlying asset. The Company records its finance leases within property and equipment, other current liabilities and other noncurrent liabilities on the accompanying Consolidated Balance Sheets. See Note 10 for additional disclosures on leases as of December 31, 2020. |
Broadcast Rights and Broadcast Rights Payable | Broadcast Rights and Broadcast Rights Payable The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in accordance with the license agreement, and (4) the program is produced and available for broadcast. Cash broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of cash broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of cash broadcast rights and adjusts the amortization for any deficiency calculated. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost or at estimated fair value if acquired through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4). |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand value and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including the income approach, such as discounted projected cash flows, the cost approach and other. The estimated fair value of an FCC license acquired in a business combination is calculated using a discounted projected cash flow model referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the license alone. This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design, lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a projection period model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to reach a normalized state of operations, (ii) market long-term growth rate over a projection period, (iii) estimated market revenue share for a typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital expenditures based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate jurisdiction, and (vii) an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also includes an estimated terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate. The assumptions used in estimating the fair value of a network affiliation agreement acquired in a business combination are similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in the valuation of network affiliation agreements except that the estimated market revenue share, estimated profit margins, capital expenditures and other assumptions reflect a market participant premium based on the programming of a network affiliate relative to an independent station. This approach would result in an estimated fair value of the collective FCC license and a network affiliation agreement. The excess of the estimated fair value in this model over the estimated value of an FCC license of an independent station under the Greenfield Method represents the estimated fair value of a network affiliation agreement. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. During the measurement period, which may be up to one year from the acquisition date of a business, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are tested for impairment annually in the Company’s fourth quarter, or whenever events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years . The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis. For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit, because of the stations’ similar economic characteristics, one cable network reporting unit and one digital business reporting unit. The Company’s impairment review for FCC licenses is performed at the television station market level. The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired. The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company will apply the quantitative impairment test method. The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair value, using the Greenfield Method of discounted cash flow analysis. An impairment is recorded when the carrying value of an FCC license exceeds its fair value. Determining the fair value of reporting units and FCC licenses requires management to make a number of judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements. In addition to the various inputs (e.g. revenue growth, operating profit margins, capital expenditures, discount rates) used to calculate the fair value of reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization and by comparing the fair values of its reporting units to recent market television station sale transactions. The Company tests finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. The impairment test for finite-lived intangible assets consists of an asset (asset group) comparison of the carrying amount with its estimated undiscounted future cash flows. An impairment in the carrying amount of a finite-lived intangible asset is recognized when the expected discounted future operating cash flow derived from the operation to which the asset relates is less than its carrying value. |
Debt Financing Costs | Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Debt financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. |
Comprehensive Income | Comprehensive Income The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments. |
Advertising Expense | Advertising Expense The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $14.9 million, $8.9 million and $8.2 million for the years ended December 31, 2020, 2019 and 2018, respectively, of which the majority was recognized in trade expense. |
Financial Instruments | Financial Instruments The Company utilizes the following categories to classify the valuation methodologies for fair values of financial assets and liabilities: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amount of cash, cash equivalents and restricted cash, accounts receivable, broadcast rights, accounts payable, and accrued expenses and other current liabilities approximates fair value due to their short-term nature. See Note 12 for fair value measurement disclosures. Certain investments held in the pension and other post retirement plans have been valued using net asset value (“NAV”) as a practical expedient for fair value. In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy. See Note 11 for fair value disclosures related to retirement and postretirement plans. |
Pension Plans and Postretirement Benefits | Pension plans and postretirement benefits A determination of the liabilities and cost of the Company’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the Company’s pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and the Company’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Consolidated Balance Sheet. The net periodic benefit credit, which consists of interest costs and expected return on plan assets, is disclosed on a separate line item below income from operations in the accompanying Consolidated Statements of Operations and Comprehensive Income. |
Stock-Based Compensation | Stock-Based Compensation Nexstar maintains stock-based employee and non-employee compensation plans which are described more fully in Note 14. The Company calculates the grant-date fair value of employee and non-employee stock options using the Black-Scholes model. The fair values of time-based and performance-based restricted stock units are based on the number of shares awarded and market price of the stock on the date of award. These amounts are recognized into selling, general and administrative expense over the vesting period of the options and the time-based restricted stock units, and for performance-based restricted stock units, when it is probable that the performance conditions will be achieved. The excess or shortage of tax deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Nexstar and its subsidiaries file a consolidated federal income tax return. Mission, White Knight and 54 Broadcasting file their own separate federal income tax returns. Vaughan and WNAC, LLC are disregarded entities for tax purposes and do not incur tax within the consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties relating to income taxes within income tax expense. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares during the years ended December 31, 2020, 2019 and 2018 (in thousands): 2020 2019 2018 Weighted average shares outstanding - basic 44,921 45,986 45,718 Dilutive effect of equity incentive plan instruments 1,799 1,937 1,694 Weighted average shares outstanding - diluted 46,720 47,923 47,412 The Company has outstanding stock options and restricted stock units to acquire 122,000, 8,000 and 21,000 weighted average shares of common stock for the years ended December 31, 2020, 2019 and 2018, respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented. |
Segment Presentation | Segment Presentation The Company assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Nexstar operates in one reportable broadcast segment. The other activities of the Company include corporate functions, the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, digital businesses and eliminations. See Note 18 for additional segment information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted In August 2020, the SEC issued final rules 33-10825 and 34-89670 “Modernization of Regulation S-K Items 101, 103, and 105,” which amend the disclosure requirements in Item 101, Description of Business; Item 103, Legal Proceedings; and Item 105, Risk Factors of Regulation S-K. Consistent with the SEC’s ongoing efforts to modernize Regulation S-K disclosure requirements, the amendments aim to improve the readability of disclosures, reduce repetition, and eliminate immaterial information. Amendments to disclosure requirements include changes to the description of business and risk factors to a principles-based approach, providing more flexibility to tailor disclosures, while disclosure amendments to legal proceedings continue to reflect the current, more prescriptive approach. The final rules are effective for all registration statements, annual reports and quarterly reports filed on or after November 9, 2020. The Company has reflected the changes throughout this Annual Report on Form 10-K. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ASU 2017-12, the improvements in ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. The Company adopted this guidance concurrent with its adoption of ASU 2016-13 effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures and no cumulative-effect adjustment w 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 will adopt this standard effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Annual Report on Form 10-K 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 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 Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326),” New Accounting Standards Not Yet Adopted On November 19, 2020, the SEC issued Final Rule Release 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information” (“SEC Rule 33-10890”), which amends certain sections of Regulation S-K The Company is currently assessing the potential impacts the adoption of SEC Rule 33-10890 may have on its Annual Report on Form 10-K and Quarterly Report on Form 10-Q upon its adoption in 2021. 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 disclosure requirements applicable to acquisitions and dispositions of businesses to improve the financial information provided to investors, facilitate more timely access to capital, and reduce the complexity and costs to prepare disclosure. SEC Rule 33-10786, among other things, (i) amends the tests used to determine significance and expand s the use of proforma financial information; (ii) revises the proforma information requirements; (iii) reduces the maximum number of years for which financial statements under Regulation S-X are required to two years; (iv) permit s abbreviated financial statements for certain acquisitions; (v) modifies the disclosure requirements relating to the aggregate effect of acquisitions for which financial statements are not required; and (vi) conforms the significance threshold and tests on both disposed and acquired businesses. The amendments are effective January 1, 2021, but early compliance is permitted. The Company will adopt this SEC Rule 33-10876 effective January 1, 2021 but d etermined th ere was no material impact on its Consolidated Financial Statements and disclosures relating to the acquisitions presented in its Annual Report o n Form 10-K and Quarterly Report on Form 10-Q upon its adoption . 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) | 12 Months Ended |
Dec. 31, 2020 | |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing the Company’s diluted shares during the years ended December 31, 2020, 2019 and 2018 (in thousands): 2020 2019 2018 Weighted average shares outstanding - basic 44,921 45,986 45,718 Dilutive effect of equity incentive plan instruments 1,799 1,937 1,694 Weighted average shares outstanding - diluted 46,720 47,923 47,412 |
Consolidated VIEs [Member] | |
Consolidated VIEs | As of December 31, t he carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands): 2020 2019 Current assets: Cash and cash equivalents $ 9,066 $ 12,944 Accounts receivable, net 19,800 17,995 Prepaid expenses and other current assets 6,726 1,921 Total current assets 35,592 32,860 Property and equipment, net 61,938 42,308 Goodwill 153,704 135,634 FCC licenses 204,720 138,482 Network affiliation agreements, net 93,466 66,679 Other intangible assets, net 748 513 Other noncurrent assets, net 78,580 12,749 Total assets $ 628,748 $ 429,225 Current liabilities: Current portion of debt $ - $ 3,433 Interest payable 495 834 Other current liabilities 30,335 19,653 Total current liabilities 30,830 23,920 Debt 327,000 241,190 Deferred tax liabilities 29,433 22,505 Other noncurrent liabilities 82,821 19,507 Total liabilities $ 470,084 $ 307,122 |
Non Guarantor VIEs [Member] | |
Consolidated VIEs | As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): 2020 2019 (1) Current assets $ 4,402 $ 4,311 Property and equipment, net 16,137 15,655 Goodwill 63,795 63,795 FCC licenses 204,720 138,482 Network affiliation agreements, net 31,571 34,666 Other intangible assets, net - 11 Other noncurrent assets, net 2,568 4,923 Total assets $ 323,193 $ 261,843 Current liabilities $ 30,335 $ 19,653 Noncurrent liabilities 112,254 42,012 Total liabilities $ 142,589 $ 61,665 (1) As discussed in more detail above, in November 2020, Mission acquired television stations previously owned by Shield and Tamer. Prior to Mission’s acquisition, these stations were non-guarantors of Nexstar’s debt and certain of their assets were previously not available to settle the debt obligations of Nexstar. Mission’s purchases of these stations were deemed to be common control transactions and a change in reporting entity of Mission, which requires a presentation of the stations’ assets and liabilities as if they were owned by Mission and guarantors of Nexstar’s debt as of the earliest period presented. As such, the total assets, excluding FCC licenses, that were not available to settle the obligations of Nexstar as of December 31, 2019 decreased by $70.7 million, to conform with the current year presentation. There were no changes in the total liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar as of December 31, 2019. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Information | The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of Tribune and the related divestitures had occurred on January 1, 2018 (in thousands): Years Ended December 31, 2019 2018 Net revenue $ 4,023,138 $ 4,266,475 Income before income taxes 429,784 656,864 Net income 300,711 502,694 Net income attributable to Nexstar 295,061 503,947 |
BestReviews LLC [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 date, the provisional fair values of the assets acquired and liabilities assumed are as follows (in thousands): Assets acquired Cash $ 738 Accounts receivable, net 18,043 Prepaid expenses and other current assets 67 Other intangible assets 46,066 Goodwill 109,734 Total assets acquired 174,648 Less: Accounts payable (4,679 ) Accrued expenses and other current liabilities (111 ) Total Purchase Price $ 169,858 |
Other 2020 Nexstar 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 Other 2020 Nexstar A cquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 5,499 Property and equipment 21,030 FCC licenses 26,309 Network affiliation agreements 45,058 Goodwill 4,340 Other intangible assets 5,669 Other noncurrent assets 1,345 Total assets acquired 109,250 Less: Broadcast rights payable (5,190 ) Accrued expenses and other current liabilities (234 ) Operating lease liabilities (1,250 ) Bargain purchase gain (21,407 ) Total Purchase Price $ 81,169 |
2020 Mission 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 Mission’s acquisitions of WPIX, KMSS, KPEJ and KLJB are as follows (in thousands): Assets acquired Cash $ 2,199 Accounts receivable, net 3,918 Prepaid expenses and other current assets 5,257 Property and equipment 19,620 FCC licenses 66,238 Network affiliation agreements 33,644 Goodwill 18,071 Other intangible assets 442 Other noncurrent assets 68,736 Total assets acquired 218,125 Less: Broadcast rights payable (7,725 ) Accrued expenses and other current liabilities (5,086 ) Other noncurrent liabilities (67,024 ) Total Purchase Price $ 138,290 |
Tribune [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The 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 230,197 Property and equipment 511,255 Goodwill 894,346 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 8,580,025 Liabilities assumed Accounts payable (41,233 ) Accrued expenses and other current liabilities (358,632 ) Income taxes payable (154,029 ) Deferred tax liabilities (1,078,987 ) Other noncurrent liabilities (761,649 ) Total liabilities assumed (2,394,530 ) 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following, as of December 31 (dollars in thousands): Estimated useful life, in years 2020 2019 Buildings and improvements 39 $ 361,075 $ 354,046 Land N/A 539,008 305,067 Leasehold improvements term of lease 67,376 57,301 Studio and transmission equipment 5-15 922,948 691,216 Computer equipment 3-5 152,861 121,190 Furniture and fixtures 7 25,946 24,563 Vehicles 5 54,318 48,980 Construction in progress N/A 100,573 187,229 2,224,105 1,789,592 Less: accumulated depreciation and amortization (619,224 ) (499,164 ) Property and equipment, net $ 1,604,881 $ 1,290,428 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following, as of December 31 (dollars in thousands): Estimated 2020 2019 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125,320 $ (875,037 ) $ 2,250,283 $ 3,223,906 $ (691,640 ) $ 2,532,266 Other definite-lived intangible assets 1-20 1,012,797 (323,879 ) 688,918 961,350 (233,996 ) 727,354 Other intangible assets $ 4,138,117 $ (1,198,916 ) $ 2,939,201 $ 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 each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2020 (in thousands): 2021 $ 282,053 2022 277,786 2023 275,019 2024 273,426 2025 269,367 Thereafter 1,561,550 $ 2,939,201 |
Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets | The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2020 and 2019 are 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) 132,144 - 132,144 92,547 - 92,547 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) (96,582 ) - (96,582 ) - - - Balances as of December 31, 2020 $ 3,116,302 $ (132,294 ) $ 2,984,008 $ 2,957,114 $ (47,410 ) $ 2,909,704 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 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 Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2020 2019 Real estate $ 4,524 $ 240,524 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investment | Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands): 2020 2019 Equity method investments $ 1,321,715 $ 1,471,866 Other equity investments 12,063 5,487 Total investments $ 1,333,778 $ 1,477,353 |
Summary of Income on Equity Investments, Net | Income on equity investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income consisted of the following (in thousands): 2020 2019 2018 Income on equity investments, net, before amortization of basis difference $ 217,913 $ 63,107 $ (1,907 ) Amortization of basis difference (147,759 ) (45,182 ) (529 ) Income on equity investments, net $ 70,154 $ 17,925 $ (2,436 ) |
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in thousands): Year Ended September 19, 2019 to December 31, 2020 December 31, 2019 Net revenue $ 1,286,567 $ 369,014 Costs and expenses 591,590 163,657 Income from operations 694,977 205,357 Net income 704,016 208,487 Net income attributable to Nexstar Media Group, Inc. 220,315 65,244 December 31, 2020 December 31, 2019 Current assets $ 841,805 $ 845,151 Noncurrent assets 364,668 405,161 Current liabilities 114,172 138,749 Noncurrent liabilities 293 10,112 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following, as of December 31 (in thousands): 2020 2019 Compensation and related taxes $ 104,133 $ 88,372 Interest payable 67,885 88,600 Network affiliation fees 34,948 62,901 Other 100,226 182,638 $ 307,192 $ 422,511 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following, as of December 31 (in thousands): 2020 2019 Nexstar Term Loan A, due October 26, 2023 $ 485,400 $ 788,070 Team Loan A, due September 19, 2024 625,850 675,000 Term Loan B, due January 17, 2024 874,992 1,138,580 Term Loan B, due September 18, 2026 2,644,315 3,065,000 5.625% Notes, paid in 2020 - 900,000 5.625% Notes, due July 15, 2027 1,785,000 1,785,000 4.75% Notes, due November 1, 2028 1,000,000 - Mission Revolving loans, due October 26, 2023 327,000 - Term Loan B, paid in 2020 - 226,242 Shield Term Loan A, paid in 2020 - 21,811 Total outstanding principal 7,742,557 8,599,703 Less: unamortized financing costs and discount - Nexstar Term Loan A due 2023 (1,584 ) (3,447 ) Less: unamortized financing costs and discount - Nexstar Term Loan A due 2024 (7,102 ) (9,511 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2024 (12,136 ) (20,489 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2026 (50,644 ) (67,404 ) Less: unamortized financing costs and discount - Nexstar 5.625% Notes paid in 2020 - (9,955 ) Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes due 2027 5,997 7,121 Less: unamortized financing costs and discount - Nexstar 4.75% Notes due 2028 (9,085 ) - Less: unamortized financing costs and discount - Mission Term Loan B paid in 2020 - (3,177 ) Less: unamortized financing costs and discount - Shield Term Loan A paid in 2020 - (253 ) Total outstanding debt 7,668,003 8,492,588 Less: current portion (21,429 ) (109,310 ) Long-term debt, net of current portion $ 7,646,574 $ 8,383,278 |
Maturities of Debt | The scheduled maturities of the Company’s debt, excluding the unamortized financing costs, discounts and premium, as of December 31, 2020 are summarized as follows (in thousands): 2021 $ 21,429 2022 44,170 2023 879,900 2024 1,367,742 2025 - Thereafter 5,429,316 $ 7,742,557 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | Balance Sheet Classification December 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 282,834 $ 235,285 Current lease liabilities Other current liabilities $ 35,850 $ 35,043 Noncurrent lease liabilities Other noncurrent liabilities $ 234,208 $ 185,722 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,349 as of December 31, 2020 and $2,526 as of December 31, 2019 Property, plant and equipment, net $ 7,641 $ 8,138 Current lease liabilities Other current liabilities $ 1,003 $ 900 Noncurrent lease liabilities Other noncurrent liabilities $ 14,172 $ 15,177 Weighted Average Remaining Lease Term Operating leases 8.7 years 7.4 years Finance leases 10.7 years 11.6 years Weighted Average Discount Rate Operating leases 5.4 % 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): Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 47,002 $ 16,754 Operating cash flows from finance leases 895 712 Financing cash flows from finance leases 900 610 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2020 were as follows (in thousands): Operating Leases Finance Leases 2021 $ 47,181 $ 1,843 2022 48,160 1,803 2023 44,907 1,818 2024 41,781 1,833 2025 29,097 1,879 Thereafter 139,338 11,484 Total future minimum lease payments 350,464 20,660 Less: imputed interest (80,406 ) (5,485 ) Total $ 270,058 $ 15,175 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Reconciliation of Plans Benefit Obligations, Plan Assets and Funded Status and Amounts Recognized | As of and for the years ended December 31, the following table provides a reconciliation of the plans’ benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2020 2019 2020 2019 2020 2019 2020 2019 Change in benefit obligations Benefit obligations at beginning of period $ 450,601 $ 423,700 $ 22,568 $ 21,409 $ 2,069,280 $ - $ 6,443 $ - Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) - - - - - 2,091,029 - 6,813 Service cost - - 12 12 962 271 - - Interest cost 11,820 15,517 540 765 51,757 15,650 141 41 Participant contributions - - - - - - 4 4 Plan amendments - - - (364 ) 1,978 - - - Actuarial (gain) loss 47,390 41,483 1,435 2,516 153,195 (9,627 ) (302 ) (239 ) ESOP transfer - - - - 3,310 - - - Benefit payments (28,402 ) (30,099 ) (1,158 ) (1,770 ) (208,395 ) (28,043 ) (72 ) (176 ) Benefit obligations at end of period (1) $ 481,409 $ 450,601 $ 23,397 $ 22,568 $ 2,072,087 $ 2,069,280 $ 6,214 $ 6,443 Change in plan assets Fair value of plan assets at beginning of period $ 374,734 $ 330,914 $ - $ - $ 1,702,272 $ - $ - $ - Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) - - - - - 1,672,788 - - Actual return on plan assets 55,806 69,765 - - 277,772 57,527 - - Employer contributions 4,149 4,154 1,158 1,769 40,547 - 68 172 Participant contributions - - - - - - 4 4 ESOP transfer - - - - 3,310 - - - Benefit payments (28,402 ) (30,099 ) (1,158 ) (1,769 ) (208,395 ) (28,043 ) (72 ) (176 ) Fair value of plan assets at end of period $ 406,287 $ 374,734 $ - $ - $ 1,815,506 $ 1,702,272 $ - $ - Amounts recognized in Consolidated Balance Sheets Current liabilities $ (4,126 ) $ (4,068 ) $ (1,884 ) $ (1,917 ) $ - $ - $ (1,047 ) $ (1,069 ) Noncurrent liabilities (70,997 ) (71,799 ) (21,513 ) (20,651 ) (256,581 ) (367,008 ) (5,167 ) (5,374 ) Funded status $ (75,123 ) $ (75,867 ) $ (23,397 ) $ (22,568 ) $ (256,581 ) $ (367,008 ) $ (6,214 ) $ (6,443 ) ( 1 ) As of December 31, 2020, the Media General pension benefit obligations include $423.7 million related to a pension plan that is substantially funded by plan assets. These plan assets cover approximately 96% of the benefit obligation. The remaining Media General pension benefit obligations of $57.7 million relates to supplemental executive retirement and ERISA Excess plans for which the Company’s policy is to fund the benefits as claims and premiums are paid. As of December 31, 2020, the $2.072 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 88% of such benefit obligations. |
Summary of Underfunded Pension Benefit Plans | The Media General and Tribune pension benefit plans were underfunded as of December 31, having accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded pension benefit plans is as follows (in thousands): Media General Tribune 2020 2019 2020 2019 Benefit obligations $ 481,409 $ 450,601 $ 2,072,087 $ 2,069,280 Accumulated benefit obligations 481,409 450,601 2,072,087 2,069,280 Fair value of plan assets 406,287 374,734 1,815,506 1,702,272 |
Schedule of Plans' Benefit Obligations Determined Using Assumptions | The plans’ benefit obligations were determined using the following assumptions: Media General Tribune Pension Benefits OPEB Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 2020 2019 2020 2019 Discount rate 2.15 % 3.08 % 4.12 % 2.04 % 3.00 % 4.06 % 2.29 % 3.09 % 1.42 % 2.53 % Compensation increase rate - - - 2.00 % 2.00 % 2.00 % - - - - |
Summary of Components of Net Periodic Benefit Cost (Credit) for Plans | The following tables provide the components of net periodic benefit cost (credit) for the plans for the years ended December 31, (in thousands): Media General Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 Service cost $ - $ - $ - $ 12 $ 12 $ 16 Interest cost 11,820 15,517 13,965 540 765 689 Expected return on plan assets (19,700 ) (21,867 ) (25,534 ) - - - Amortization of prior service costs - - - (46 ) - - Amortization of net (gain) loss 30 - - 162 (10 ) 109 Net periodic benefit cost (credit) $ (7,850 ) $ (6,350 ) $ (11,569 ) $ 668 $ 767 $ 814 Tribune Pension Benefits OPEB 2020 2019 2020 2019 Service cost $ 962 $ 271 $ - $ - Interest cost 51,757 15,650 141 41 Expected return on plan assets (89,136 ) (25,708 ) - - Settlement gain recognized (1,591 ) - - - Net periodic benefit cost (credit) $ (38,008 ) $ (9,787 ) $ 141 $ 41 |
Schedule of Assumptions Used to Determine Net Periodic Costs | The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions: Media General Pension Benefits OPEB 2020 2019 2018 2020 2019 2018 Discount rate 3.08 % 4.13 % 3.49 % 2.94 % 4.06 % 3.42 % Expected return on plan assets 5.75 % 6.25 % 7.00 % - - - Compensation increase rate - - - 2.00 % 2.00 % 2.00 % Cash balance interest crediting rate 1.93 % 3.20 % 2.30 % - - - Tribune Pension Benefits OPEB 2020 2019 2020 2019 Discount rate 3.08 % 3.12 % 2.52 % 2.57 % Expected return on plan assets 5.45 % 5.55 % - - Cash balance interest crediting rate 2.20 % 2.50 % - - |
Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans | The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in thousands): Media General Tribune Pension Benefits OPEB Pension Benefits OPEB December 31, 2017 $ 9,733 $ (1,433 ) $ - $ - Actuarial (loss) gain (29,074 ) 1,471 - - December 31, 2018 (19,341 ) 38 - - Actuarial gain (loss) 6,416 (2,163 ) 41,446 239 December 31, 2019 $ (12,925 ) $ (2,125 ) $ 41,446 $ 239 Prior service (cost) credit - - (1,978 ) - Actuarial gain (loss) (11,242 ) (1,313 ) 33,850 302 December 31, 2020 $ (24,167 ) $ (3,438 ) $ 73,318 $ 541 |
Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category | The asset allocation for the Company’s funded retirement plans at the end of 2020, and the asset allocation range for 2021, by asset category, are as follows: Media General Tribune Asset Allocation Percentage of Plan Assets at Year End Asset Allocation Percentage of Plan Assets at Year End Asset category: 2021 2020 2021 2020 Equity securities 40% 36% 50% 50% Fixed income securities 60% 62% 45% 39% Other - 2% 5% 11% Total 100% 100% |
Schedule of Pension Plan Assets by asset Category | The following table sets forth, by asset category, the Company’s pension plan assets as of December 31, 2020 and 2019 , using the fair value hierarchy established under ASC Topic 820 as described in Note 12. The fair value hierarchy in the tables exclude s certain investments which are valued using net asset value (“ NAV ”) as a practical expedient (in thousands): Pension Plan Assets as of December 31, 2020 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ - $ - $ - $ - $ 9,656 $ - $ - $ 9,656 Common collective trusts - 357 - 357 - 16,577 - 16,577 Fixed income Other 1,767 - - 1,767 - - - - Pooled separate account - - - - - 8,545 - 8,545 Total pension plan assets measured at fair value $ 1,767 $ 357 $ - 2,124 $ 9,656 $ 25,122 $ - 34,778 Pension plan assets measured at NAV as a practical expedient 404,163 1,775,130 Pension plan assets measured at contract value: Insurance contracts - 5,598 Total pension plan assets $ 406,287 $ 1,815,506 Pension Plan Assets as of December 31, 2019 Media General Tribune Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ - $ - $ - $ - $ 605,572 $ - $ - $ 605,572 Common collective trusts - - - - - 6,981 - 6,981 Fixed income U.S. government securities - - - - - 347,091 - 347,091 Corporate bonds - - - - - 363,720 - 363,720 Mortgage-backed and asset-backed securities - - - - - 63,504 - 63,504 Other (1) 891 - - 891 - (156,893 ) - (156,893 ) Pooled separate account - - - - - 16,188 - 16,188 Total pension plan assets measured at fair value $ 891 $ - $ - 891 $ 605,572 $ 640,591 $ - 1,246,163 Pension plan assets measured at NAV as a practical expedient 373,843 429,729 Pension plan assets measured at contract value: Insurance contracts - 26,380 Total pension plan assets $ 374,734 $ 1,702,272 (1) Other includes pending net security purchases of $210.8 million. |
Schedule of Expected Plan Contributions | The following table includes amounts that are expected to be contributed to the plans by the Company, in thousands. It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from the Company’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and reflect the Company’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual amounts could be materially different. Media General Tribune Pension Benefits OPEB Pension Benefits OPEB Employer Contributions 2021 to participant benefits $ 4,126 $ 1,884 $ 11,500 $ 1,047 Expected Benefit Payments 2021 $ 30,302 $ 1,884 $ 121,217 $ 1,047 2022 29,951 1,845 123,077 908 2023 29,764 1,808 124,553 783 2024 29,784 1,767 126,713 669 2025 29,124 1,736 125,307 568 2026-2030 135,955 7,464 599,692 1,721 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, 2020 December 31, 2019 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A due 2023 (1) $ 483,816 $ 480,373 $ 784,623 $ 782,922 Team Loan A due 2024 (1) 618,748 619,619 665,489 672,039 Term Loan B due 2024 (1) 862,856 865,311 1,118,091 1,143,255 Term Loan B due 2026 (1) 2,593,671 2,601,619 2,997,596 3,068,412 5.625% Notes paid in 2020 (see Note 9) (2) - - 890,045 938,250 5.625% Notes due 2027 (2) 1,790,997 1,912,181 1,792,121 1,883,175 4.75% Notes due 2028 (2) 990,915 1,040,000 - - Mission Revolving loans due 2023 (1) 327,000 323,517 - - Term Loan B paid in 2020 (see Note 9) (1) - - 223,065 227,154 Shield Term Loan A paid in 2020 (See Note 9) (1) - - 21,558 21,669 (1) The fair values of senior secured and revolving credit facilities are computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market (2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Stock Option Activity | The following table summarizes activity and information related to stock options for the year ended December 31, 2020: Outstanding Options Non-Vested Options Weighted- Weighted- Average Aggregate Weighted- Average Remaining Intrinsic Average Exercise Contractual Value Grant-Date Shares Price Term (Years) (thousands) Shares Fair Value Outstanding as of December 31, 2019 1,665,825 $ 22.36 3.21 $ 158,070 - $ - Granted - $ - - - - $ - Exercised (160,952 ) $ 31.11 - - - $ - Vested - $ - - - - $ - Forfeited/cancelled - $ - - - - $ - Balances as of December 31, 2020 1,504,873 $ 21.42 2.26 $ 132,077 - $ - Exercisable as of December 31, 2020 1,504,873 $ 21.42 2.26 $ 132,077 Fully vested and expected to vest as of December 31, 2020 1,665,825 $ 21.42 2.26 $ 132,077 |
Time-Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | The RSUs vest over a range of two to five years from the date of the award. All unvested RSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2020: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2019 1,151,251 $ 74.39 Awarded 569,500 $ 64.30 Vested (442,688 ) $ 70.97 Forfeited/cancelled (75,312 ) $ 69.15 Unvested as of December 31, 2020 1,202,751 $ 71.30 |
Performance-Based Restricted Stock Units [Member] | |
Summary of Restricted Stock Units | The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of two to four years) designated by the Board of Directors of the Company. All unvested PSUs are forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to PSUs for the year ended December 31, 2020: Weighted- Average Unvested Grant-Date Shares Fair Value Unvested as of December 31, 2019 208,335 $ 76.82 Awarded 148,333 $ 102.83 Vested (47,291 ) $ 71.18 Forfeited/cancelled (7,708 ) $ 75.41 Unvested as of December 31, 2020 301,669 $ 90.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Taxes | The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands): 2020 2019 2018 Current tax expense: Federal $ 281,358 $ 111,486 $ 102,516 State 56,856 28,962 29,761 338,214 140,448 132,277 Deferred tax expense (benefit): Federal (32,761 ) 8,075 7,997 State (8,945 ) (11,497 ) 4,406 (41,706 ) (3,422 ) 12,403 Income tax expense $ 296,508 $ 137,026 $ 144,680 |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Income Tax Expense | The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in thousands): 2020 2019 2018 Federal income tax at the statutory rate $ 231,922 $ 78,229 $ 111,915 State and local taxes, net of federal benefit 43,082 13,569 27,123 Nondeductible compensation 6,289 5,149 2,858 Nondeductible acquisition costs - 3,649 - Nondeductible meals and entertainment 1,487 2,171 2,047 Nondeductible goodwill impairment - 8,920 1,532 Excess tax benefit on stock-based compensation (2,974 ) (5,363 ) (750 ) Disposition of nondeductible goodwill 8,347 10,302 - Change in beginning of year valuation allowance 5,332 19,894 1,430 Other 3,023 506 (1,475 ) Income tax expense $ 296,508 $ 137,026 $ 144,680 |
Schedule of Components of Net Deferred Tax Asset Liability | The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands): 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 49,859 $ 41,142 Compensation 13,133 18,827 Rent 68,919 56,974 Pension 94,971 121,437 Other 30,961 24,394 Total deferred tax assets 257,843 262,774 Valuation allowance for deferred tax assets (23,479 ) (18,147 ) Total deferred tax assets 234,364 244,627 Deferred tax liabilities: Property and equipment (252,149 ) (249,909 ) Other intangible assets (536,365 ) (508,412 ) Goodwill (76,544 ) (125,609 ) FCC licenses (649,034 ) (671,092 ) Rent (75,571 ) (64,229 ) Deferred gain on spectrum (37,275 ) (37,276 ) Investments (242,436 ) (280,002 ) Other (38,998 ) (18,786 ) Total deferred tax liabilities (1,908,372 ) (1,955,315 ) Net deferred tax liabilities $ (1,674,008 ) $ (1,710,688 ) |
Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions | A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in thousands): 2020 2019 2018 Uncertain tax position liability at the beginning of the year $ 45,235 $ 12,542 $ 23,258 Increases resulting from merger transaction 2,007 32,211 432 Increases related to tax positions taken during the current period 75 75 45 Increases related to tax positions taken during prior periods 466 761 1,497 Decreases related to tax positions taken during prior periods - - (12,496 ) Decreases related to settlements with taxing authorities (1,433 ) - - Decreases related to expiration of statute of limitations (760 ) (354 ) (194 ) Uncertain tax position liability at the end of the year $ 45,590 $ 45,235 $ 12,542 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments for Un-booked Broadcast Rights | Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2020 (in thousands): 2021 $ 74,904 2022 57,425 2023 26,660 2024 19,354 2025 16,033 Thereafter - $ 194,376 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Year Ended December 31, 2020 Broadcast Other Consolidated Net revenue $ 4,410,528 $ 90,741 $ 4,501,269 Depreciation 125,560 22,128 147,688 Amortization of intangible assets 276,330 3,380 279,710 Income (loss) from operations 1,536,835 (161,439 ) 1,375,396 Goodwill 2,874,274 109,734 2,984,008 Assets (1) 12,352,509 1,051,767 13,404,276 Year Ended December 31, 2019 Broadcast Other Consolidated Net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Depreciation 108,805 14,570 123,375 Amortization of intangible assets 182,238 18,079 200,317 Income (loss) from operations 948,237 (293,106 ) 655,131 Goodwill 2,996,875 - 2,996,875 Assets (1) 12,918,966 1,070,771 13,989,737 (1) . For additional information on equity investments, see Note 7. Year Ended December 31, 2018 Broadcast Other Consolidated Net revenue $ 2,612,531 $ 154,165 $ 2,766,696 Depreciation 89,312 20,477 109,789 Amortization of intangible assets 126,850 22,556 149,406 Income (loss) from operations 918,401 (160,622 ) 757,779 |
Summary of Disaggregation of Revenue | The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented. Year Ended December 31, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 1,571,034 $ 38 $ 1,571,072 Political advertising 507,564 - 507,564 Distribution 2,149,569 3,053 2,152,622 Digital 141,960 81,408 223,368 Other 28,226 6,242 34,468 Trade 12,175 - 12,175 Total net revenue $ 4,410,528 $ 90,741 $ 4,501,269 Year Ended December 31, 2019 Broadcast Other Consolidated Core advertising (local and national) $ 1,335,126 $ - $ 1,335,126 Political advertising 51,889 - 51,889 Distribution 1,368,881 - 1,368,881 Digital 137,067 104,452 241,519 Other 19,083 5,441 24,524 Trade 17,385 - 17,385 Total net revenue $ 2,929,431 $ 109,893 $ 3,039,324 Year Ended December 31, 2018 Broadcast Other Consolidated Core advertising (local and national) $ 1,089,920 $ - $ 1,089,920 Political advertising 251,209 - 251,209 Distribution 1,121,081 - 1,121,081 Digital 107,054 154,105 261,159 Other 26,425 60 26,485 Trade 16,842 - 16,842 Total revenue $ 2,612,531 $ 154,165 $ 2,766,696 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Data | Three Months Ended March 31, June 30, September 30, December 31, 2020 2020 2020 2020 (in thousands, except per share amounts) Net revenue $ 1,091,822 $ 914,633 $ 1,118,203 $ 1,376,611 Income from operations 305,015 196,253 343,597 530,531 Income before income taxes 222,038 135,547 254,490 492,493 Net income attributable to Nexstar 156,915 99,595 190,684 364,247 Basic net income per common share $ 3.43 $ 2.20 $ 4.24 $ 8.32 Basic weighted average shares outstanding 45,702 45,267 44,979 43,758 Diluted net income per common share $ 3.30 $ 2.13 $ 4.08 $ 7.97 Diluted weighted average shares outstanding 47,615 46,849 46,737 45,700 Three Months Ended March 31, June 30, September 30, December 31, 2019 2019 2019 2019 (in thousands, except per share amounts) Net revenue $ 626,647 $ 649,012 $ 663,575 $ 1,100,090 Income from operations 127,074 149,944 121,615 256,498 Income before income taxes 73,328 97,381 34,329 168,283 Net income (loss) attributable to Nexstar 54,892 68,002 (5,847 ) 113,212 Basic net income (loss) per common share $ 1.20 $ 1.48 $ (0.13 ) $ 2.46 Basic weighted average shares outstanding 45,785 46,090 46,114 45,952 Diluted net income (loss) per common share $ 1.15 $ 1.42 $ (0.13 ) $ 2.36 Diluted weighted average shares outstanding 47,784 47,971 46,114 47,933 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Allowance for Doubtful Accounts Rollforward (in thousands) Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2020 $ 17,205 $ 30,046 $ (12,329 ) $ 34,922 Year Ended December 31, 2019 13,158 12,972 (8,925 ) 17,205 Year Ended December 31, 2018 13,358 10,707 (10,907 ) 13,158 (1) Uncollectible accounts written off, net of recoveries. |
Organization and Business Ope_2
Organization and Business Operations (Details) | Dec. 31, 2020TelevisionStationMarketRadioStation | Sep. 19, 2019 |
Organization And Business Operations [Line Items] | ||
Number of full power television stations owned, operated, programmed or provided sales and other services | 198 | |
Number of markets in which the Company's stations broadcast | Market | 116 | |
Number of full power television stations owned or operated by independent third parties | 37 | |
Number of AM radio station | RadioStation | 1 | |
Percentage of US television household reach | 39.00% | |
Ownership stake | 20.00% | |
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 - Additional Information (Details) shares in Thousands | Sep. 01, 2020USD ($) | Sep. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)ReportingUnitSegmentshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jan. 01, 2019USD ($) | Dec. 31, 2014TelevisionStation |
Significant Accounting Policies [Line Items] | ||||||||
Unrestricted cash on hand | $ 232,070,000 | $ 152,701,000 | $ 232,070,000 | |||||
Working capital | 404,200,000 | 479,100,000 | 404,200,000 | |||||
Restricted cash and cash equivalents held | 16,608,000 | 16,608,000 | 16,608,000 | |||||
Accounts receivable, allowance for doubtful accounts | 17,205,000 | 34,922,000 | 17,205,000 | |||||
Bad debt expense | 30,000,000 | |||||||
Allowance for uncollectable doubtful accounts other noncurrent | $ 13,100,000 | |||||||
Ownership stake | 20.00% | |||||||
Equity method investments, impairments | $ 0 | 0 | $ 0 | |||||
Operating lease ROU assets | 235,285,000 | 282,834,000 | 235,285,000 | |||||
Future operating lease payments | 270,058,000 | |||||||
Retained earnings | 778,833,000 | 1,488,031,000 | 778,833,000 | |||||
Advertising expense | $ 14,900,000 | $ 8,900,000 | $ 8,200,000 | |||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | shares | 122 | 8 | 21 | |||||
Number of reportable segments | Segment | 1 | |||||||
Television Station [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of reporting units | ReportingUnit | 1 | |||||||
Cable Network [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of reporting units | ReportingUnit | 1 | |||||||
Digital Media [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of reporting units | ReportingUnit | 1 | |||||||
Network affiliation agreements [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Network affiliation agreements useful life | 15 years | 15 years | ||||||
Tribune [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Purchase price | $ 7,187,039,000 | |||||||
Cash payment | $ 4,197,198,000 | |||||||
Restricted cash and cash equivalents held | $ 16,600,000 | |||||||
Tribune [Member] | Network affiliation agreements [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Network affiliation agreements useful life | 15 years | 15 years | ||||||
ASC 842 Adoption Adjustments [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Operating lease ROU assets | 112,800,000 | $ 112,800,000 | $ 112,800,000 | |||||
Future operating lease payments | 98,900,000 | |||||||
Retained earnings | $ 0 | |||||||
Accounting Standards Update 2019-04 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Accounting Standards Update 2019-02 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Accounting Standards Update 2018-17 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Accounting Standards Update 2018-13 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Accounting Standards Update 2018-14 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Accounting Standards Update 2016-13 [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||
Marshall Broadcasting Group Inc [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Deconsolidation, gain or loss | $ 0 | |||||||
Nexstar [Member] | Marshall Broadcasting Group Inc [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Number of television stations owned | TelevisionStation | 3 | |||||||
Mission [Member] | Marshall Broadcasting Group Inc [Member] | Asset Purchase Agreement [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Purchase price | $ 53,200,000 | |||||||
Purchase price settled against existing loans receivable | 49,000,000 | |||||||
Cash payment | $ 4,200,000 | |||||||
Revolving loans [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Line of credit facility, maturity period | 2023-10 | |||||||
Revolving loans [Member] | Nexstar [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Available borrowing capacity | $ 92,700,000 | |||||||
Revolving loans [Member] | Mission [Member] | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Available borrowing capacity | $ 3,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current assets: | ||||
Cash and cash equivalents | $ 152,701 | $ 232,070 | ||
Accounts receivable, net | 904,801 | 883,921 | ||
Prepaid expenses and other current assets | 135,872 | 151,997 | ||
Total current assets | 1,209,982 | 1,351,767 | ||
Property and equipment, net | 1,604,881 | 1,290,428 | ||
Goodwill | 2,984,008 | 2,996,875 | ||
FCC licenses | 2,909,704 | 2,921,465 | ||
Finite lived intangible assets, net | 2,939,201 | 3,259,620 | ||
Other noncurrent assets, net | 418,198 | 451,705 | ||
Total assets | [1],[2] | 13,404,276 | 13,989,737 | |
Current liabilities: | ||||
Current portion of debt | 21,429 | 109,310 | ||
Interest payable | 67,885 | 88,600 | ||
Other current liabilities | 78,292 | 60,243 | ||
Total current liabilities | 730,888 | 947,557 | ||
Debt | 7,646,574 | 8,383,278 | ||
Deferred tax liabilities | 1,674,008 | 1,710,664 | ||
Other noncurrent liabilities | 815,930 | 894,745 | ||
Total liabilities | [2] | 10,867,400 | 11,936,244 | |
Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 2,250,283 | 2,532,266 | ||
Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 688,918 | 727,354 | ||
Consolidated VIEs [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 9,066 | 12,944 | ||
Accounts receivable, net | 19,800 | 17,995 | ||
Prepaid expenses and other current assets | 6,726 | 1,921 | ||
Total current assets | 35,592 | 32,860 | ||
Property and equipment, net | 61,938 | 42,308 | ||
Goodwill | 153,704 | 135,634 | ||
FCC licenses | 204,720 | 138,482 | ||
Other noncurrent assets, net | 78,580 | 12,749 | ||
Total assets | 628,748 | 429,225 | ||
Current liabilities: | ||||
Current portion of debt | 3,433 | |||
Interest payable | 495 | 834 | ||
Other current liabilities | 30,335 | 19,653 | ||
Total current liabilities | 30,830 | 23,920 | ||
Debt | 327,000 | 241,190 | ||
Deferred tax liabilities | 29,433 | 22,505 | ||
Other noncurrent liabilities | 82,821 | 19,507 | ||
Total liabilities | 470,084 | 307,122 | ||
Consolidated VIEs [Member] | Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 93,466 | 66,679 | ||
Consolidated VIEs [Member] | Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | 748 | 513 | ||
Non Guarantor VIEs [Member] | ||||
Current assets: | ||||
Total current assets | 4,402 | 4,311 | [3] | |
Property and equipment, net | 16,137 | 15,655 | [3] | |
Goodwill | 63,795 | 63,795 | [3] | |
FCC licenses | 204,720 | 138,482 | [3] | |
Other noncurrent assets, net | 2,568 | 4,923 | [3] | |
Total assets | 323,193 | 261,843 | [3] | |
Current liabilities: | ||||
Total current liabilities | 30,335 | 19,653 | [3] | |
Noncurrent liabilities | 112,254 | 42,012 | [3] | |
Total liabilities | 142,589 | 61,665 | [3] | |
Non Guarantor VIEs [Member] | Network affiliation agreements [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | $ 31,571 | 34,666 | [3] | |
Non Guarantor VIEs [Member] | Other definite-lived intangible assets [Member] | ||||
Current assets: | ||||
Finite lived intangible assets, net | [3] | $ 11 | ||
[1] | . For additional information on equity investments, see Note 7. | |||
[2] | The consolidated total assets as of December 31, 2020 and 2019 include certain assets held by consolidated VIEs of $323.2 million and $261.8 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2020 and 2019 include certain liabilities of consolidated VIEs of $142.6 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. | |||
[3] | As discussed in more detail above, in November 2020, Mission acquired television stations previously owned by Shield and Tamer. Prior to Mission’s acquisition, these stations were non-guarantors of Nexstar’s debt and certain of their assets were previously not available to settle the debt obligations of Nexstar. Mission’s purchases of these stations were deemed to be common control transactions and a change in reporting entity of Mission, which requires a presentation of the stations’ assets and liabilities as if they were owned by Mission and guarantors of Nexstar’s debt as of the earliest period presented. As such, the total assets, excluding FCC licenses, that were not available to settle the obligations of Nexstar as of December 31, 2019 decreased by $70.7 million, to conform with the current year presentation. There were no changes in the total liabilities of consolidated VIEs for which their creditors do not have recourse to the general credit of Nexstar as of December 31, 2019. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Consolidated VIEs (Parenthetical) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Non Guarantor VIEs [Member] | |
Variable Interest Entity [Line Items] | |
Decrease in total assets excluding FCC licenses | $ 70.7 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | |||||||||||
Weighted average shares outstanding - basic | 43,758 | 44,979 | 45,267 | 45,702 | 45,952 | 46,114 | 46,090 | 45,785 | 44,921 | 45,986 | 45,718 |
Dilutive effect of equity incentive plan instruments | 1,799 | 1,937 | 1,694 | ||||||||
Weighted average shares outstanding - diluted | 45,700 | 46,737 | 46,849 | 47,615 | 47,933 | 46,114 | 47,971 | 47,784 | 46,720 | 47,923 | 47,412 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - 2020 Nexstar Acquisitions - Additional Information (Details) - BestReviews LLC [Member] $ in Millions | Dec. 29, 2020USD ($) |
Business Acquisition [Line Items] | |
Acquisition date | Dec. 29, 2020 |
Acquisition percentage | 100.00% |
Cash payment | $ 169.9 |
Weighted average estimated useful life of other intangible assets | 5 years |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 31, 2019 |
Assets acquired | |||
Goodwill | $ 2,984,008 | $ 2,996,875 | |
BestReviews LLC [Member] | |||
Assets acquired | |||
Cash | $ 738 | ||
Accounts receivable, net | 18,043 | ||
Prepaid expenses and other current assets | 67 | ||
Other intangible assets | 46,066 | ||
Goodwill | 109,734 | ||
Total assets acquired | 174,648 | ||
Less: Accounts payable | (4,679) | ||
Accrued expenses and other current liabilities | (111) | ||
Total Purchase Price | $ 169,858 | ||
Other 2020 Nexstar Acquisitions [Member] | |||
Assets acquired | |||
Prepaid expenses and other current assets | 5,499 | ||
Property and equipment | 21,030 | ||
FCC licenses | 26,309 | ||
Other intangible assets | 5,669 | ||
Goodwill | 4,340 | ||
Other noncurrent assets | 1,345 | ||
Total assets acquired | 109,250 | ||
Less: Broadcast rights payable | (5,190) | ||
Accrued expenses and other current liabilities | (234) | ||
Operating lease liabilities | (1,250) | ||
Bargain purchase gain | (21,407) | ||
Total Purchase Price | 81,169 | ||
Other 2020 Nexstar Acquisitions [Member] | Network affiliation agreements [Member] | |||
Assets acquired | |||
Other intangible assets | 45,058 | ||
2020 Mission Acquisitions [Member] | |||
Assets acquired | |||
Cash | 2,199 | ||
Accounts receivable, net | 3,918 | ||
Prepaid expenses and other current assets | 5,257 | ||
Property and equipment | 19,620 | ||
FCC licenses | 66,238 | ||
Other intangible assets | 442 | ||
Goodwill | 18,071 | ||
Other noncurrent assets | 68,736 | ||
Total assets acquired | 218,125 | ||
Less: Broadcast rights payable | (7,725) | ||
Accrued expenses and other current liabilities | (5,086) | ||
Other noncurrent liabilities | (67,024) | ||
Total Purchase Price | 138,290 | ||
2020 Mission Acquisitions [Member] | Network affiliation agreements [Member] | |||
Assets acquired | |||
Other intangible assets | $ 33,644 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Other 2020 Nexstar Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Sep. 17, 2020 | Mar. 02, 2020 | Jan. 27, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||||||
Operating income | $ 530,531 | $ 343,597 | $ 196,253 | $ 305,015 | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 1,375,396 | $ 655,131 | $ 757,779 | ||||
Network affiliation agreements [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | |||||||||||||
WDKY-TV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Sep. 17, 2020 | ||||||||||||||
Cash payment | $ 18,000 | ||||||||||||||
Net assets acquired | 39,400 | ||||||||||||||
Bargain purchase gain | $ 21,400 | $ 21,400 | |||||||||||||
Television Station WJZY [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Mar. 2, 2020 | ||||||||||||||
Television Station WMYT [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Mar. 2, 2020 | ||||||||||||||
Television Station WJZY and WMYT [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash payment | $ 45,300 | ||||||||||||||
KGBT-TV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition date | Jan. 27, 2020 | ||||||||||||||
Cash payment | $ 17,900 | ||||||||||||||
KGBT, WJZY/WMYT and WDKY [Member] | Network affiliation agreements [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Network affiliation agreements useful life | 15 years | ||||||||||||||
KGBT, WJZY/WMYT and WDKY [Member] | Other definite-lived intangible assets [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Weighted average estimated useful life of intangible assets | 10 years | ||||||||||||||
Other 2020 Nexstar Acquisitions [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net assets acquired | $ 81,169 | $ 81,169 | $ 81,169 | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 78,000 | ||||||||||||||
Operating income | $ 34,000 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - 2020 Mission Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 30, 2020 | Nov. 16, 2020 | Sep. 01, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||||||
Operating income | $ 530,531 | $ 343,597 | $ 196,253 | $ 305,015 | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 1,375,396 | $ 655,131 | $ 757,779 | |||||
Network affiliation agreements [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | ||||||||||||||
CW affiliate station WPIX [Member] | Mission [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition date | Dec. 30, 2020 | |||||||||||||||
Cash payment | $ 85,100 | |||||||||||||||
Television Stations KMSS, KPEJ AND KLJB [Member] | Mission [Member] | Marshall Broadcasting Group Inc [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition date | Sep. 1, 2020 | |||||||||||||||
Cash payment | $ 4,200 | |||||||||||||||
Purchase price | 53,200 | |||||||||||||||
Purchase price settled against existing loans receivable | $ 49,000 | |||||||||||||||
2020 Mission Acquisitions [Member] | Mission [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 11,900 | |||||||||||||||
Operating income | $ 2,600 | |||||||||||||||
Merger related costs | $ 7,800 | |||||||||||||||
2020 Mission Acquisitions [Member] | Mission [Member] | Network affiliation agreements [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Network affiliation agreements useful life | 15 years | |||||||||||||||
2020 Mission Acquisitions [Member] | Mission [Member] | Other definite-lived intangible assets [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Weighted average estimated useful life of intangible assets | 2 years | |||||||||||||||
KASY, KWBQ and KRWB [Member] | Mission [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition date | Nov. 16, 2020 | |||||||||||||||
Cash payment | $ 1,800 | |||||||||||||||
WXXA and WLAJ [Member] | Mission [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquisition date | Nov. 23, 2020 | |||||||||||||||
Cash payment | $ 20,800 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions - 2020 Nexstar Dispositions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Jan. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Gain (Loss) on sale of business | $ 7,473 | $ 96,091 | ||
Television Stations KCPQ, KZJO and WITI [Member] | ||||
Business Acquisition [Line Items] | ||||
Selling price of entities sold | $ 349,900 | |||
Gain (Loss) on sale of business | $ 4,700 | |||
Website Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Gain (Loss) on sale of business | $ 2,400 | |||
Selling price of entities net of cash sold | 12,900 | |||
Cash transferred on sale of entity | $ 2,400 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions - Tribune Divestitures - Merger with Tribune - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 17, 2020USD ($) | Sep. 19, 2019USD ($)TelevisionStationMarketRadioStationStation$ / shares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | |||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of US television household reach | 39.00% | 39.00% | |||||||||||||||
Ownership stake | 20.00% | 20.00% | |||||||||||||||
Gain (Loss) on sale of business | $ 7,473 | $ 96,091 | |||||||||||||||
Increase (decrease) in goodwill | (89,000) | ||||||||||||||||
Consideration received from measurement period adjustment | $ 98,000 | 98,000 | |||||||||||||||
Income tax payable | 25,000 | 25,000 | |||||||||||||||
Deferred tax liabilities | 5,500 | 5,500 | |||||||||||||||
Estimated fair value of equity investments | $ 1,447,000 | ||||||||||||||||
Operating income | $ 530,531 | $ 343,597 | $ 196,253 | $ 305,015 | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 1,375,396 | $ 655,131 | $ 757,779 | ||||||
Network affiliation agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 15 years | 15 years | |||||||||||||||
Other definite-lived intangible assets [Member] | Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 1 year | 1 year | |||||||||||||||
Other definite-lived intangible assets [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Network affiliation agreements useful life | 20 years | 20 years | |||||||||||||||
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 | ||||||||||||||||
Percentage of US television household reach | 39.00% | ||||||||||||||||
Number of full power stations acquired | TelevisionStation | 31 | ||||||||||||||||
Number of AM radio stations acquired | RadioStation | 1 | ||||||||||||||||
Number of television market of stations acquired | Market | 23 | ||||||||||||||||
Number of stations divested | TelevisionStation | 21 | ||||||||||||||||
Number of television market of stations sold | Market | 16 | ||||||||||||||||
Outstanding equity acquired, price per share | $ / shares | $ 46.687397 | ||||||||||||||||
Selling price of entities sold | $ 1,360,000 | ||||||||||||||||
Business combination increase (decrease) in property and equipment | $ (8,900) | ||||||||||||||||
Business combination increase (decrease) in FCC licenses | (172,200) | ||||||||||||||||
Business combination increase (decrease) in network affiliation agreements | 34,800 | ||||||||||||||||
Business combination increase (decrease) in other intangible assets | 252,000 | ||||||||||||||||
Business combination increase (decrease) in deferred tax liabilities | (9,400) | $ 3,000 | |||||||||||||||
Business combination increase (decrease) in long term liabilities | (8,000) | ||||||||||||||||
Increase (decrease) in goodwill | (66,600) | (96,600) | |||||||||||||||
Business combination increase (decrease) in other current assets | 124,100 | ||||||||||||||||
Business combination increase (decrease) in accrued expenses and other current liabilities | (5,000) | ||||||||||||||||
Business combination increase (decrease) in income tax payable | 27,400 | ||||||||||||||||
Estimated fair value of equity investments | [1] | $ 1,460,440 | 1,460,440 | ||||||||||||||
Carryover of tax basis in goodwill, deductible for tax purposes | 634,000 | ||||||||||||||||
Carryover of tax basis in equity investments, deductible for tax purposes | 360,000 | ||||||||||||||||
Carryover of tax basis in property and equipment including assets held for sale, deductible for tax purposes | 246,000 | ||||||||||||||||
Noncontrolling interests | 6,200 | $ 6,201 | [1] | 6,201 | [1] | ||||||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 471,600 | ||||||||||||||||
Operating income | 78,400 | ||||||||||||||||
Merger related costs | $ 3,400 | $ 54,500 | $ 2,500 | ||||||||||||||
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 | 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 other 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] | Tribune Divestitures [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of stations divested | TelevisionStation | 13 | ||||||||||||||||
Number of television market of stations sold | Market | 11 | ||||||||||||||||
Selling price of entities sold | $ 1,008,000 | ||||||||||||||||
Number of divested television stations sold | Station | 13 | ||||||||||||||||
Gain (Loss) on sale of business | $ (9,800) | ||||||||||||||||
Tribune [Member] | Nexstar Divestitures | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Selling price of entities sold | $ 358,600 | ||||||||||||||||
Number of divested television stations sold | Station | 8 | ||||||||||||||||
Gain (Loss) on sale of business | $ 105,900 | ||||||||||||||||
Tribune [Member] | TV Food Network [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business combination increase (decrease) in equity investment | $ (22,500) | ||||||||||||||||
Business combination increase (decrease) in amortization of basis difference | $ 16,000 | ||||||||||||||||
WDKY-TV [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition date | Sep. 17, 2020 | ||||||||||||||||
Bargain purchase gain | $ 21,400 | $ 21,400 | |||||||||||||||
[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 - Components of Total Consideration Paid or Payable Upon Closing of Merger (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Repayment of Tribune debt, including premium and accrued interest | $ 2,184,146 | $ 902,217 | $ 653,011 | |
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_8
Acquisitions and Dispositions - Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | ||
Assets acquired | |||||
Goodwill | $ 2,984,008 | $ 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] | 230,197 | |||
Property and equipment | [1] | 511,255 | |||
Goodwill | [1] | 894,346 | |||
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] | 8,580,025 | |||
Liabilities assumed | |||||
Accounts payable | [1] | (41,233) | |||
Accrued expenses and other current liabilities | [1] | (358,632) | |||
Income taxes payable | [1] | (154,029) | |||
Deferred tax liabilities | [1] | (1,078,987) | |||
Other noncurrent liabilities | [1] | (761,649) | |||
Total liabilities assumed | [1] | (2,394,530) | |||
Noncontrolling interests | (6,201) | [1] | $ (6,200) | ||
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_9
Acquisitions and Dispositions - LKQD - Additional Information (Details) - LKQD [Member] - USD ($) $ in Millions | Jan. 16, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Acquisition date | Jan. 16, 2018 | |
Cash paid in business acquisition | $ 97 | |
Revenue since the date of acquisition | $ 34.2 | |
Operating income (loss) since the date of acquisition | $ 12.9 |
Acquisitions and Disposition_10
Acquisitions and Dispositions - Other 2018 Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($)Market | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)Market | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)MarketStation | |
Business Acquisition [Line Items] | |||||||||||
Number of markets in which the Company's stations broadcast | Market | 116 | 116 | |||||||||
Operating income | $ 530,531 | $ 343,597 | $ 196,253 | $ 305,015 | $ 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | $ 1,375,396 | $ 655,131 | $ 757,779 |
Other 2018 Acquisitions [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
No. of television stations acquired | Station | 5 | ||||||||||
Number of markets in which the Company's stations broadcast | Market | 3 | ||||||||||
Purchase price | $ 27,000 | ||||||||||
Cash paid in business acquisition | 20,700 | ||||||||||
Revenue included in consolidated statements of operations and comprehensive income | 7,600 | ||||||||||
Operating income | $ 4,600 | ||||||||||
Other 2018 Acquisitions [Member] | Noncontrolling interests [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid in business acquisition | $ 6,400 |
Acquisitions and Disposition_11
Acquisitions and Dispositions - Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Net revenue | $ 4,023,138 | $ 4,266,475 |
Income before income taxes | 429,784 | 656,864 |
Net income | 300,711 | 502,694 |
Net income attributable to Nexstar | $ 295,061 | $ 503,947 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,224,105 | $ 1,789,592 |
Less: accumulated depreciation and amortization | (619,224) | (499,164) |
Property and equipment, net | 1,604,881 | 1,290,428 |
Buildings and improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 361,075 | $ 354,046 |
Estimated useful life | 39 years | 39 years |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 539,008 | $ 305,067 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 67,376 | 57,301 |
Studio and transmission equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 922,948 | $ 691,216 |
Studio and transmission equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Studio and transmission equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 15 years | 15 years |
Computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 152,861 | $ 121,190 |
Computer equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | 3 years |
Computer equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Furniture And Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 25,946 | $ 24,563 |
Estimated useful life | 7 years | 7 years |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 54,318 | $ 48,980 |
Estimated useful life | 5 years | 5 years |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 100,573 | $ 187,229 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,138,117 | $ 4,185,256 |
Accumulated Amortization | (1,198,916) | (925,636) |
Net | $ 2,939,201 | $ 3,259,620 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,125,320 | $ 3,223,906 |
Accumulated Amortization | (875,037) | (691,640) |
Net | 2,250,283 | 2,532,266 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,012,797 | 961,350 |
Accumulated Amortization | (323,879) | (233,996) |
Net | $ 688,918 | $ 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 - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)ReportingUnit | Dec. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,984,008,000 | $ 2,996,875,000 |
FCC licenses, balance | $ 172,800,000 | |
Percentage of FCC Licenses of consolidated carrying amount | 6.00% | |
FCC, impairment loss | $ 0 | |
Cable Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 400,000,000 | |
Percentage of goodwill of consolidated carrying amount | 13.00% | |
Reporting unit, percentage of fair value in excess of carrying amount | 70.00% | |
Impairment loss on goodwill | $ 0 | |
Television Station [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Number of business reporting units | ReportingUnit | 1 | |
Digital [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Number of business reporting units | ReportingUnit | 1 | |
Cable Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Number of business reporting units | ReportingUnit | 1 | |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Decrease in finite lived intangibles relates to current year station divestitures | $ 177,300,000 | |
Decrease in finite lived Intangibles relates current year acquisitions | $ 78,700 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
2021 | $ 282,053 | |
2022 | 277,786 | |
2023 | 275,019 | |
2024 | 273,426 | |
2025 | 269,367 | |
Thereafter | 1,561,550 | |
Net | $ 2,939,201 | $ 3,259,620 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, Gross | $ 3,116,302 | $ 3,129,169 |
Goodwill, Accumulated Impairment | (132,294) | (132,294) |
Goodwill, Net | 2,984,008 | 2,996,875 |
Goodwill Current year acquisitions, Gross | 132,144 | |
Goodwill Current year acquisitions, Net | 132,144 | |
Goodwill Current year divestitures, Gross | (48,429) | |
Goodwill Current year divestitures, Net | (48,429) | |
Measurement period adjustments, Gross | (96,582) | |
Measurement period adjustments, Net | (96,582) | |
FCC Licenses [Abstract] | ||
FCC Licenses, Gross | 2,957,114 | 2,968,875 |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) |
FCC Licenses, Net | 2,909,704 | $ 2,921,465 |
FCC Licenses Current year acquisitions, Gross | 92,547 | |
FCC Licenses Current year acquisitions, Net | 92,547 | |
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 | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Jan. 31, 2020 | |
Assets Held For Sale Not Part Of Disposal Group [Abstract] | ||
Non-depreciable real estate property carrying amount | $ 236,000,000 | |
Long lived assets held-for-sale, impairment | $ 0 | |
Long lived assets held-for-sale, description | As it is not probable to sell the property within one year, it no longer meets the criteria of classifying as held for sale. |
Investments - Schedule of Inves
Investments - Schedule of Investment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Equity method investments | $ 1,321,715 | $ 1,471,866 |
Other equity investments | 12,063 | 5,487 |
Total investments | $ 1,333,778 | $ 1,477,353 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 19, 2029 | Sep. 19, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Ownership stake | 20.00% | |||
Equity method investments, book value | $ 1,321,715 | $ 1,471,866 | ||
Cash distributions received | 223,682 | 15,256 | ||
Basis difference related to equity method investment | $ 667,600 | |||
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% | |||
Equity method investments, book value | $ 1,302,000 | 1,452,000 | ||
Cash distributions received | $ 223,300 | $ 14,800 |
Investments - Summary of Income
Investments - Summary of Income on Equity Investments, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |||
Income on equity investments, net, before amortization of basis difference | $ 217,913 | $ 63,107 | $ (1,907) |
Amortization of basis difference | (147,759) | (45,182) | (529) |
Income on equity investments, net | $ 70,154 | $ 17,925 | $ (2,436) |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||||||||||
Net revenue | $ 1,376,611 | $ 1,118,203 | $ 914,633 | $ 1,091,822 | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 4,501,269 | $ 3,039,324 | $ 2,766,696 |
Costs and expenses | 3,125,873 | 2,384,193 | 2,008,917 | ||||||||
Income from operations | 530,531 | 343,597 | 196,253 | 305,015 | 256,498 | 121,615 | 149,944 | 127,074 | 1,375,396 | 655,131 | 757,779 |
Net income | 808,060 | 236,295 | 388,265 | ||||||||
Net income attributable to Nexstar Media Group, Inc. | 364,247 | $ 190,684 | $ 99,595 | $ 156,915 | 113,212 | $ (5,847) | $ 68,002 | $ 54,892 | 811,441 | 230,259 | $ 389,477 |
Current assets | 1,209,982 | 1,351,767 | 1,209,982 | 1,351,767 | |||||||
Current liabilities | 730,888 | 947,557 | 730,888 | 947,557 | |||||||
TV Food Network [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||||
Net revenue | 1,286,567 | 369,014 | |||||||||
Costs and expenses | 591,590 | 163,657 | |||||||||
Income from operations | 694,977 | 205,357 | |||||||||
Net income | 704,016 | 208,487 | |||||||||
Net income attributable to Nexstar Media Group, Inc. | 220,315 | 65,244 | |||||||||
Current assets | 841,805 | 845,151 | 841,805 | 845,151 | |||||||
Noncurrent assets | 364,668 | 405,161 | 364,668 | 405,161 | |||||||
Current liabilities | 114,172 | 138,749 | 114,172 | 138,749 | |||||||
Noncurrent liabilities | $ 293 | $ 10,112 | $ 293 | $ 10,112 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 104,133 | $ 88,372 |
Interest payable | 67,885 | 88,600 |
Network affiliation fees | 34,948 | 62,901 |
Other | 100,226 | 182,638 |
Accrued expenses | $ 307,192 | $ 422,511 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 7,742,557 | $ 8,599,703 |
Total outstanding debt | 7,668,003 | 8,492,588 |
Less: current portion | (21,429) | (109,310) |
Long-term debt, net of current portion | 7,646,574 | 8,383,278 |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan A, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 485,400 | 788,070 |
Unamortized financing costs and (discount) premium | (1,584) | (3,447) |
Nexstar [Member] | Notes Payable to Banks [Member] | Team Loan A, due September 19, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 625,850 | 675,000 |
Unamortized financing costs and (discount) premium | (7,102) | (9,511) |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due January 17, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 874,992 | 1,138,580 |
Unamortized financing costs and (discount) premium | (12,136) | (20,489) |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due September 18, 2026 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 2,644,315 | 3,065,000 |
Unamortized financing costs and (discount) premium | (50,644) | (67,404) |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, paid in 2020 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 900,000 | |
Unamortized financing costs and (discount) premium | (9,955) | |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 15, 2027 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,785,000 | 1,785,000 |
Unamortized financing costs and (discount) premium | 5,997 | 7,121 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 1, 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,000,000 | |
Unamortized financing costs and (discount) premium | (9,085) | |
Mission [Member] | Notes Payable to Banks [Member] | Term Loan B, paid in 2020 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 226,242 | |
Unamortized financing costs and (discount) premium | (3,177) | |
Mission [Member] | Revolving loans, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | $ 327,000 | |
Shield [Member] | Notes Payable to Banks [Member] | Term Loan A, paid in 2020 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 21,811 | |
Unamortized financing costs and (discount) premium | $ (253) |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Senior Subordinated Notes [Member] | 5.625% Notes, paid in 2020 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan A, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Oct. 26, 2023 | Oct. 26, 2023 |
Nexstar [Member] | Notes Payable to Banks [Member] | Team Loan A, due September 19, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Sep. 19, 2024 | Sep. 19, 2024 |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due January 17, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Jan. 17, 2024 | Jan. 17, 2024 |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due September 18, 2026 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Sep. 18, 2026 | Sep. 18, 2026 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, paid in 2020 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 15, 2027 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 5.625% | 5.625% |
Due date | Jul. 15, 2027 | Jul. 15, 2027 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 1, 2028 [Member] | ||
Long term Debt [Abstract] | ||
Interest rate | 4.75% | 4.75% |
Due date | Nov. 1, 2028 | Nov. 1, 2028 |
Mission [Member] | Revolving loans, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Oct. 26, 2023 | Oct. 26, 2023 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Nov. 23, 2020 | Sep. 25, 2020 | Sep. 03, 2020 | Nov. 22, 2019 | Jul. 03, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 03, 2020 | Jul. 27, 2016 |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 50,745 | $ 10,301 | $ 12,120 | |||||||
Repayment of debt | 2,184,146 | 902,217 | $ 653,011 | |||||||
Debt | 7,742,557 | $ 8,599,703 | ||||||||
Senior Secured Term Loans A [Member] | Shield Media, LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | $ 20,700 | |||||||||
Repayment of scheduled maturity of debt | 1,100 | |||||||||
Debt | 20,700 | |||||||||
Senior Secured Credit Facility [Member] | Mission Broadcasting Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 22,000 | $ 250,000 | $ 80,000 | |||||||
Amount drew upon revolving facility | 225,000 | |||||||||
Senior Secured Credit Facility [Member] | Term Loan B | Mission Broadcasting Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | 224,500 | |||||||||
Loss on extinguishment of debt | 2,700 | |||||||||
Debt | 224,500 | |||||||||
Revolving loans [Member] | Mission Broadcasting Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available borrowing capacity | $ 3,000 | |||||||||
Interest rate during the period | 2.39% | |||||||||
Term Loan B | Mission Broadcasting Inc [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of scheduled maturity of debt | $ 1,700 | |||||||||
Interest rate during the period | 4.01% | |||||||||
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 1,000 | |||||||||
Interest rate | 4.75% | 4.75% | 4.75% | |||||||
Debt finance costs | $ 9,300 | |||||||||
Maturity date | Nov. 1, 2028 | |||||||||
Frequency of periodic principal payments | semiannually | |||||||||
Debt instrument, first interest payment due date | May 1, 2021 | |||||||||
Debt redemption percentage | 100.00% | |||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | |||||||||
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 | |||||||||
Debt issuance | $ 900,000 | |||||||||
Interest rate | 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% | ||||||||
Debt finance costs | $ 21,000 | |||||||||
Maturity date | Jul. 15, 2027 | |||||||||
Frequency of periodic principal payments | semiannually | |||||||||
Debt redemption percentage | 100.00% | |||||||||
Minimum debt holders that may declare debt due and payable upon default | 25.00% | |||||||||
Debt premium | $ 27,400 | |||||||||
Debt | $ 1,785,000 | |||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Change in Control [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 101.00% | |||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | At Any Time Prior to July 15, 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 40.00% | |||||||||
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | At Any Time Prior to July 15, 2022, Up to 40% of Aggregate Principal Amount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption percentage | 105.625% | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 30,000 | |||||||||
Available borrowing capacity | $ 80,000 | |||||||||
Maximum consolidated first lien net leverage ratio | 425.00% | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | Term Loan A due 2023 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | $ 278,700 | |||||||||
Repayment of scheduled maturity of debt | $ 23,900 | |||||||||
Interest rate during the period | 1.89% | 3.51% | ||||||||
Debt | $ 278,700 | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | Term Loan A due 2024 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | 24,600 | |||||||||
Repayment of scheduled maturity of debt | $ 24,500 | |||||||||
Interest rate during the period | 1.89% | 3.51% | ||||||||
Debt | $ 24,600 | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | Term Loan B due 2024 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | $ 263,600 | |||||||||
Interest rate during the period | 2.39% | 4.01% | ||||||||
Debt | $ 263,600 | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | Term Loan B due 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of debt | 413,000 | |||||||||
Repayment of scheduled maturity of debt | $ 7,700 | |||||||||
Interest rate during the period | 2.89% | 4.51% | ||||||||
Debt | $ 413,000 | |||||||||
Nexstar [Member] | Senior Secured Credit Facility [Member] | Term Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | 14,300 | |||||||||
Nexstar [Member] | Revolving loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available borrowing capacity | $ 92,700 | |||||||||
Commitment fees | 0.50% | |||||||||
Tribune [Member] | Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance | $ 665,000 | $ 1,120,000 | ||||||||
Interest rate | 5.625% | 5.625% | ||||||||
Debt issued percentage | 104.875% |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Maturities [Abstract] | |
2021 | $ 21,429 |
2022 | 44,170 |
2023 | 879,900 |
2024 | 1,367,742 |
Thereafter | 5,429,316 |
Debt | $ 7,742,557 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | |||
Operating lease expenses | $ 47.3 | $ 28.5 | $ 22.8 |
Direct Operating Expenses [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease expenses | 24.4 | 15.4 | |
Selling General and Administrative Expenses [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease expenses | $ 22.9 | $ 13.1 | |
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 Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating leases | ||
Transition adjustment amount | $ 282,834 | $ 235,285 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Current lease liabilities | $ 35,850 | $ 35,043 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 234,208 | $ 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 | $ 7,641 | $ 8,138 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Current lease liabilities | $ 1,003 | $ 900 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Noncurrent lease liabilities | $ 14,172 | $ 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 | 8 years 8 months 12 days | 7 years 4 months 24 days |
Finance leases | 10 years 8 months 12 days | 11 years 7 months 6 days |
Weighted Average Discount Rate | ||
Operating leases | 5.40% | 5.30% |
Finance leases | 5.70% | 5.70% |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Expense (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance lease right-of-use-assets, accumulated depreciation | $ 3,349 | $ 2,526 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 47,002 | $ 16,754 |
Operating cash flows from finance leases | 895 | 712 |
Financing cash flows from finance leases | $ 900 | $ 610 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 47,181 |
2022 | 48,160 |
2023 | 44,907 |
2024 | 41,781 |
2025 | 29,097 |
Thereafter | 139,338 |
Total future minimum lease payments | 350,464 |
Less: imputed interest | (80,406) |
Total | 270,058 |
Finance Leases | |
2021 | 1,843 |
2022 | 1,803 |
2023 | 1,818 |
2024 | 1,833 |
2025 | 1,879 |
Thereafter | 11,484 |
Total future minimum lease payments | 20,660 |
Less: imputed interest | (5,485) |
Total | $ 15,175 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020USD ($)Participant | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2025 | Sep. 19, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan not frozen percent of projected benefit obligation | 2.00% | |||||||
Retirement savings plans Nexstar [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Contributions by employer | $ 14,900,000 | $ 12,100,000 | $ 8,500,000 | |||||
Tribune [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit retirement plans number of participants elected percentage | 55.00% | |||||||
Defined benefit retirement plans number of participants elected | Participant | 7,231 | |||||||
Defined benefit retirement plans payouts from plan assets | $ 96,100,000 | |||||||
Defined benefit retirement plans recognized gain related to settlement | 1,600,000 | |||||||
Tribune [Member] | Scenario, Forecast [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic benefit credit | $ 58,000,000 | |||||||
Tribune [Member] | Scenario, Forecast [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 45.00% | |||||||
Tribune [Member] | Retirement Plans [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit retirement plans recognized gain related to settlement | 1,591,000 | |||||||
Defined benefit plan benefit obligation increased | 167,400,000 | |||||||
Increase (decrease) in projected benefit obligation for pension plans | (16,700,000) | |||||||
Defined benefit plan pension obligation decrease due to mortality projection cash crediting and optional form conversion. | $ (19,000,000) | |||||||
Defined benefit plan benefit obligation period increase (decrease) due to decrease in discount rates | $ 7,400 | |||||||
Net periodic benefit credit | $ 38,008,000 | 9,787,000 | ||||||
Tribune [Member] | Postretirement Health Care [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Health care costs annual rate of increase (decrease) in the per capita cost | 6.43% | |||||||
Health care obligations annual rate of increase (decrease) in the per capita cost | 5.57% | |||||||
Tribune [Member] | Postretirement Health Care [Member] | Scenario, Forecast [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Health care costs annual rate of increase (decrease) in the per capita cost | (5.00%) | |||||||
Health care obligations annual rate of increase (decrease) in the per capita cost | (5.00%) | |||||||
Tribune [Member] | Retirement savings plans Nexstar [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic benefit credit | $ (141,000) | (41,000) | ||||||
Tribune [Member] | Maximum [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit retirement plans terminated benefits | $ 50,000 | |||||||
Media General [Member] | Scenario, Forecast [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic benefit credit | $ 8,600,000 | |||||||
Media General [Member] | Scenario, Forecast [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 60.00% | |||||||
Media General [Member] | Retirement Plans [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan benefit obligation increased | 44,500,000 | |||||||
Increase (decrease) in projected benefit obligation for pension plans | 6,200,000 | 45,100,000 | ||||||
Defined benefit plan pension obligation decrease due to mortality projection cash crediting and optional form conversion. | (4,700,000) | |||||||
Defined benefit plan reduction in projected pension obligation | 5,700,000 | |||||||
Net periodic benefit credit | 7,850,000 | 6,350,000 | 11,569,000 | |||||
Media General [Member] | Retirement savings plans Nexstar [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Net periodic benefit credit | $ (668,000) | $ (767,000) | $ (814,000) | |||||
Media General [Member] | Maximum [Member] | U.S. Large Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 23.00% | |||||||
Media General [Member] | Maximum [Member] | U.S. Small/Mid Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 13.00% | |||||||
Media General [Member] | Maximum [Member] | International/Global Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 19.00% | |||||||
Media General [Member] | Maximum [Member] | Other Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 17.00% | |||||||
Media General [Member] | Maximum [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 70.00% | |||||||
Media General [Member] | Maximum [Member] | Cash [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 10.00% | |||||||
Media General [Member] | Minimum [Member] | U.S. Large Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 3.00% | |||||||
Media General [Member] | Minimum [Member] | U.S. Small/Mid Cap Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | |||||||
Media General [Member] | Minimum [Member] | International/Global Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | |||||||
Media General [Member] | Minimum [Member] | Other Equity [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% | |||||||
Media General [Member] | Minimum [Member] | Fixed Income [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 50.00% | |||||||
Media General [Member] | Minimum [Member] | Cash [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Target plan asset allocations range | 0.00% |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Schedule of Reconciliation of Plans Benefit Obligations, Plan Assets and Funded Status and Amounts Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Pension Benefits [Member] | Media General [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Benefit obligations at beginning of period | $ 450,601 | [1] | $ 423,700 | |||
Interest cost | 11,820 | 15,517 | $ 13,965 | |||
Actuarial (gain) loss | 47,390 | 41,483 | ||||
Benefit payments | (28,402) | (30,099) | ||||
Benefit obligation at end of period | 481,409 | [1] | 450,601 | [1] | 423,700 | |
Fair value of plan assets at beginning of period | 374,734 | 330,914 | ||||
Actual return on plan assets | 55,806 | 69,765 | ||||
Employer contributions | 4,149 | 4,154 | ||||
Benefit payments | (28,402) | (30,099) | ||||
Fair value of plan assets at end of period | 406,287 | 374,734 | 330,914 | |||
Amounts recognized in Consolidated Balance Sheets | ||||||
Current liabilities | (4,126) | (4,068) | ||||
Noncurrent liabilities | (70,997) | (71,799) | ||||
Funded status | (75,123) | (75,867) | ||||
Pension Benefits [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Benefit obligations at beginning of period | [1] | 2,069,280 | ||||
Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) | 2,091,029 | |||||
Service cost | 962 | 271 | ||||
Interest cost | 51,757 | 15,650 | ||||
Plan amendments | 1,978 | |||||
Actuarial (gain) loss | 153,195 | (9,627) | ||||
ESOP transfer | 3,310 | |||||
Benefit payments | (208,395) | (28,043) | ||||
Benefit obligation at end of period | [1] | 2,072,087 | 2,069,280 | |||
Fair value of plan assets at beginning of period | 1,702,272 | |||||
Assumption of plan assets as a result of Nexstar's merger with Tribune (See Note 3) | 1,672,788 | |||||
Actual return on plan assets | 277,772 | 57,527 | ||||
Employer contributions | 40,547 | |||||
ESOP transfer | 3,310 | |||||
Benefit payments | (208,395) | (28,043) | ||||
Fair value of plan assets at end of period | 1,815,506 | 1,702,272 | ||||
Amounts recognized in Consolidated Balance Sheets | ||||||
Noncurrent liabilities | (256,581) | (367,008) | ||||
Funded status | (256,581) | (367,008) | ||||
OPEB [Member] | Media General [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Benefit obligations at beginning of period | 22,568 | [1] | 21,409 | |||
Service cost | 12 | 12 | 16 | |||
Interest cost | 540 | 765 | 689 | |||
Plan amendments | (364) | |||||
Actuarial (gain) loss | 1,435 | 2,516 | ||||
Benefit payments | (1,158) | (1,770) | ||||
Benefit obligation at end of period | 23,397 | [1] | 22,568 | [1] | $ 21,409 | |
Employer contributions | 1,158 | 1,769 | ||||
Benefit payments | (1,158) | (1,769) | ||||
Amounts recognized in Consolidated Balance Sheets | ||||||
Current liabilities | (1,884) | (1,917) | ||||
Noncurrent liabilities | (21,513) | (20,651) | ||||
Funded status | (23,397) | (22,568) | ||||
OPEB [Member] | Tribune [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Benefit obligations at beginning of period | [1] | 6,443 | ||||
Assumption of benefit obligations as a result of Nexstar's merger with Tribune (See Note 3) | 6,813 | |||||
Interest cost | 141 | 41 | ||||
Participant contributions | 4 | 4 | ||||
Actuarial (gain) loss | (302) | (239) | ||||
Benefit payments | (72) | (176) | ||||
Benefit obligation at end of period | [1] | 6,214 | 6,443 | |||
Employer contributions | 68 | 172 | ||||
Participant contributions | 4 | 4 | ||||
Benefit payments | (72) | (176) | ||||
Amounts recognized in Consolidated Balance Sheets | ||||||
Current liabilities | (1,047) | (1,069) | ||||
Noncurrent liabilities | (5,167) | (5,374) | ||||
Funded status | $ (6,214) | $ (6,443) | ||||
[1] | As of December 31, 2020, the Media General pension benefit obligations include $423.7 million related to a pension plan that is substantially funded by plan assets. These plan assets cover approximately 96% of the benefit obligation. The remaining Media General pension benefit obligations of $57.7 million relates to supplemental executive retirement and ERISA Excess plans for which the Company’s policy is to fund the benefits as claims and premiums are paid. As of December 31, 2020, the $2.072 billion pension obligation related to Tribune plans are adequately funded by plan assets covering approximately 88% of such benefit obligations. |
Retirement and Postretirement_5
Retirement and Postretirement Plans - Schedule of Reconciliation of Plans Benefit Obligations, Plan Assets and Funded Status and Amounts Recognized (Parenthetical) (Details) $ in Millions | Dec. 31, 2020USD ($) |
Media General [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension benefit obligations funded by plan assets | $ 423.7 |
Percentage of benefit obligations included in funded by plan assets | 96.00% |
Tribune [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Pension benefit obligations funded by plan assets | $ 2,072 |
Percentage of benefit obligations included in funded by plan assets | 88.00% |
Supplemental Executive Retirement and ERISA Excess Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Benefit obligations of retirement plans | $ 57.7 |
Retirement and Postretirement_6
Retirement and Postretirement Plans - Summary of Underfunded Pension Benefit Plans (Details) - Underfunded Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligations | $ 481,409 | $ 450,601 |
Accumulated benefit obligations | 481,409 | 450,601 |
Fair value of plan assets | 406,287 | 374,734 |
Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Benefit obligations | 2,072,087 | 2,069,280 |
Accumulated benefit obligations | 2,072,087 | 2,069,280 |
Fair value of plan assets | $ 1,815,506 | $ 1,702,272 |
Retirement and Postretirement_7
Retirement and Postretirement Plans - Schedule of Plans' Benefit Obligations Determined Using Assumptions (Details) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Media General [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.15% | 3.08% | 4.12% |
Media General [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.04% | 3.00% | 4.06% |
Compensation increase rate | 2.00% | 2.00% | 2.00% |
Tribune [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.29% | 3.09% | |
Tribune [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 1.42% | 2.53% |
Retirement and Postretirement_8
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) for Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 11,820 | $ 15,517 | $ 13,965 | |
Expected return on plan assets | (19,700) | (21,867) | (25,534) | |
Amortization of net (gain) loss | 30 | |||
Net periodic benefit cost (credit) | (7,850) | (6,350) | (11,569) | |
Media General [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 12 | 12 | 16 | |
Interest cost | 540 | 765 | 689 | |
Amortization of prior service costs | (46) | |||
Amortization of net (gain) loss | 162 | (10) | 109 | |
Net periodic benefit cost (credit) | 668 | 767 | $ 814 | |
Tribune [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Settlement gain recognized | $ (1,600) | |||
Tribune [Member] | Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 962 | 271 | ||
Interest cost | 51,757 | 15,650 | ||
Expected return on plan assets | (89,136) | (25,708) | ||
Settlement gain recognized | (1,591) | |||
Net periodic benefit cost (credit) | (38,008) | (9,787) | ||
Tribune [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 141 | 41 | ||
Net periodic benefit cost (credit) | $ 141 | $ 41 |
Retirement and Postretirement_9
Retirement and Postretirement Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.08% | 4.13% | 3.49% |
Expected return on plan assets | 5.75% | 6.25% | 7.00% |
Cash balance interest crediting rate | 1.93% | 3.20% | 2.30% |
Media General [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.94% | 4.06% | 3.42% |
Compensation increase rate | 2.00% | 2.00% | 2.00% |
Tribune [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.08% | 3.12% | |
Expected return on plan assets | 5.45% | 5.55% | |
Cash balance interest crediting rate | 2.20% | 2.50% | |
Tribune [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 2.52% | 2.57% |
Retirement and Postretiremen_10
Retirement and Postretirement Plans - Summary of Accumulated Other Comprehensive Income (Loss) Related to Pension and Other Postretirement Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | |
Media General [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | $ 9,733 | ||
Actuarial gain (loss) | $ (11,242) | $ 6,416 | (29,074) |
Ending balance | (24,167) | (12,925) | (19,341) |
Media General [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | (1,433) | ||
Actuarial gain (loss) | (1,313) | (2,163) | 1,471 |
Ending balance | (3,438) | (2,125) | $ 38 |
Tribune [Member] | Pension Benefits [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service (cost) credit | (1,978) | ||
Actuarial gain (loss) | 33,850 | 41,446 | |
Ending balance | 73,318 | 41,446 | |
Tribune [Member] | OPEB [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss) | 302 | 239 | |
Ending balance | $ 541 | $ 239 |
Retirement and Postretiremen_11
Retirement and Postretirement Plans - Schedule of Asset Allocation for Funded Retirement Plan and Range Asset Category (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 100.00% | |
Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 100.00% | |
Equity Securities [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 36.00% | |
Equity Securities [Member] | Media General [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 40.00% | |
Equity Securities [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 50.00% | |
Equity Securities [Member] | Tribune [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 50.00% | |
Fixed Income [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 62.00% | |
Fixed Income [Member] | Media General [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 60.00% | |
Fixed Income [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 39.00% | |
Fixed Income [Member] | Tribune [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 45.00% | |
Other [Member] | Media General [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 2.00% | |
Other [Member] | Tribune [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of Plan Assets at Year End | 11.00% | |
Other [Member] | Tribune [Member] | Scenario, Forecast [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocation | 5.00% |
Retirement and Postretiremen_12
Retirement and Postretirement Plans - Schedule of Pension Plan Assets by asset Category (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Media General [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | $ 406,287 | $ 374,734 | $ 330,914 | ||
Media General [Member] | Level 1 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 1,767 | 891 | |||
Media General [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 357 | ||||
Media General [Member] | Level 1, 2 and 3 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 2,124 | 891 | [1] | ||
Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 1,815,506 | 1,702,272 | |||
Tribune [Member] | Level 1 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 9,656 | 605,572 | |||
Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 25,122 | 640,591 | |||
Tribune [Member] | Level 1, 2 and 3 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 34,778 | 1,246,163 | [1] | ||
Registered Investment Companies [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 9,656 | 605,572 | |||
Registered Investment Companies [Member] | Tribune [Member] | Level 1 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 9,656 | 605,572 | |||
Common Collective Trusts [Member] | Media General [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 357 | ||||
Common Collective Trusts [Member] | Media General [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 357 | ||||
Common Collective Trusts [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 16,577 | 6,981 | |||
Common Collective Trusts [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 16,577 | 6,981 | |||
Other [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 210,800 | ||||
Other [Member] | Media General [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 1,767 | 891 | [1] | ||
Other [Member] | Media General [Member] | Level 1 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 1,767 | 891 | [1] | ||
Other [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | [1] | (156,893) | |||
Other [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | [1] | (156,893) | |||
Pooled Separate Account [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 8,545 | 16,188 | |||
Pooled Separate Account [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 8,545 | 16,188 | |||
Pension Plan Assets Measured at NAV [Member] | Media General [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 404,163 | 373,843 | |||
Pension Plan Assets Measured at NAV [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 1,775,130 | 429,729 | |||
Insurance Contracts | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | $ 5,598 | 26,380 | |||
U.S. Government Securities [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 347,091 | ||||
U.S. Government Securities [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 347,091 | ||||
Corporate Bonds [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 363,720 | ||||
Corporate Bonds [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 363,720 | ||||
Mortgage-backed and Asset-backed Securities [Member] | Tribune [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | 63,504 | ||||
Mortgage-backed and Asset-backed Securities [Member] | Tribune [Member] | Level 2 [Member] | |||||
Defined Benefit Plan Plan Assets Category [Line Items] | |||||
Pension plan assets measured at fair value | $ 63,504 | ||||
[1] | Other includes pending net security purchases of $210.8 million. |
Retirement and Postretiremen_13
Retirement and Postretirement Plans - Schedule of Pension Plan Assets by asset Category (Parenthetical) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Other [Member] | Pension Benefits [Member] | |
Defined Benefit Plan Plan Assets Category [Line Items] | |
Fair value of plan assets | $ 210.8 |
Retirement and Postretiremen_14
Retirement and Postretirement Plans - Schedule of Expected Plan Contributions (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Media General [Member] | Pension Benefits [Member] | |
Employer Contributions | |
2021 to participant benefits | $ 4,126 |
Expected Benefit Payments | |
2021 | 30,302 |
2022 | 29,951 |
2023 | 29,764 |
2024 | 29,784 |
2025 | 29,124 |
2026-2030 | 135,955 |
Media General [Member] | OPEB [Member] | |
Employer Contributions | |
2021 to participant benefits | 1,884 |
Expected Benefit Payments | |
2021 | 1,884 |
2022 | 1,845 |
2023 | 1,808 |
2024 | 1,767 |
2025 | 1,736 |
2026-2030 | 7,464 |
Tribune [Member] | Pension Benefits [Member] | |
Employer Contributions | |
2021 to participant benefits | 11,500 |
Expected Benefit Payments | |
2021 | 121,217 |
2022 | 123,077 |
2023 | 124,553 |
2024 | 126,713 |
2025 | 125,307 |
2026-2030 | 599,692 |
Tribune [Member] | OPEB [Member] | |
Employer Contributions | |
2021 to participant benefits | 1,047 |
Expected Benefit Payments | |
2021 | 1,047 |
2022 | 908 |
2023 | 783 |
2024 | 669 |
2025 | 568 |
2026-2030 | $ 1,721 |
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 [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Notes Payable to Banks [Member] | Term Loan A due 2023 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 483,816 | $ 784,623 |
Notes Payable to Banks [Member] | Term Loan A due 2023 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 480,373 | 782,922 |
Notes Payable to Banks [Member] | Term Loan A due 2024 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 618,748 | 665,489 |
Notes Payable to Banks [Member] | Term Loan A due 2024 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 619,619 | 672,039 |
Notes Payable to Banks [Member] | Term Loan B due 2024 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 862,856 | 1,118,091 |
Notes Payable to Banks [Member] | Term Loan B due 2024 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 865,311 | 1,143,255 |
Notes Payable to Banks [Member] | Term Loan B due 2026 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 2,593,671 | 2,997,596 |
Notes Payable to Banks [Member] | Term Loan B due 2026 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 2,601,619 | 3,068,412 |
Notes Payable to Banks [Member] | Term Loan B, paid in 2020 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 223,065 | |
Notes Payable to Banks [Member] | Term Loan B, paid in 2020 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 227,154 | |
Notes Payable to Banks [Member] | Term Loan A, paid in 2020 [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 21,558 | |
Notes Payable to Banks [Member] | Term Loan A, paid in 2020 [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 21,669 | |
Senior Subordinated Notes [Member] | 5.625% Notes, paid in 2020 [Member] | Level 2 [Member] | Carrying Amount [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% Notes, paid in 2020 [Member] | Level 2 [Member] | Fair Value [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] | Level 2 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,790,997 | 1,792,121 |
Senior Subordinated Notes [Member] | 5.625 % Due 2027 [Member] | Level 2 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,912,181 | $ 1,883,175 |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | Level 2 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 990,915 | |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | Level 2 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,040,000 | |
Revolving loans [Member] | Level 3 [Member] | Carrying Amount [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 327,000 | |
Revolving loans [Member] | Level 3 [Member] | Fair Value [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 323,517 | |
[1] | The fair values of senior secured and revolving credit facilities are computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market | ||
[2] | The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - Senior Subordinated Notes [Member] | Dec. 31, 2020 | Sep. 25, 2020 | Dec. 31, 2019 |
5.625% Notes, paid in 2020 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 5.625% | 5.625% | |
5.625 % Due 2027 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 5.625% | 5.625% | |
4.75% Due 2028 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Interest rate | 4.75% | 4.75% | 4.75% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020USD ($)VotingRightshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 01, 2020USD ($) | |
Class Of Stock [Line Items] | ||||
Purchase of treasury stock | $ 281,897 | $ 45,115 | $ 50,524 | |
Treasury Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of treasury stock, shares | shares | 3,085,745 | 439,743 | 751,920 | |
Purchase of treasury stock | $ 281,897 | $ 45,115 | $ 50,524 | |
Shares reissued in connection with stock option exercises and vesting of restricted stock units | shares | 592,785 | 563,285 | 411,752 | |
Class A Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock voting rights | VotingRight | 1 | |||
Authorization of share repurchase | $ 1,000,000 | $ 300,000 | ||
Authorization of share repurchase, remaining available amount | 174,900 | |||
Class A Common Stock [Member] | Treasury Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Purchase of treasury stock | $ 281,800 | $ 45,100 | $ 50,500 | |
Shares reissued in connection with stock option exercises and vesting of restricted stock units | shares | 592,785 | 563,285 | 411,752 | |
Class B Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock voting rights | VotingRight | 10 | |||
Class C Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock voting rights | VotingRight | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 48,274 | $ 38,620 | $ 31,260 |
Unrecognized compensation cost reorganization period | 2 years 2 months 12 days | ||
Shares available for future grants | 2,852,958 | ||
2019 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 2,796,000 | ||
2019 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 3,100,000 | ||
2015 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 56,958 | ||
2015 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 2,500,000 | ||
2012 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grants | 0 | ||
2012 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Available for Grant, Equity Incentive Plans Shares Approved (in shares) | 1,500,000 | ||
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 67,200 | ||
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 0 | ||
Outstanding Options at end of the period (in shares) | 1,504,873 | 1,665,825 | |
Share based payment award expiration period | 10 years | ||
Number of options that can be exercised within six months grant date (in shares) | 0 | ||
Aggregate intrinsic value of options exercised | $ 11,900 | $ 12,900 | 5,000 |
Aggregate fair value of options vested | $ 0 | $ 1,600 | $ 6,600 |
Common stock market price at the end of reporting period (in dollars per share) | $ 132,100,000 | ||
Stock Options [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Cancellation period for unexercised vested options | 180 days | ||
Stock Options [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Cancellation period for unexercised vested options | 30 days | ||
Time-Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units unvested | 1,202,751 | 1,151,251 | |
Time-Based Restricted Stock Units [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 5 years | ||
Time-Based Restricted Stock Units [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 2 years | ||
Performance-Based Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units unvested | 301,669 | 208,335 | |
Performance-Based Restricted Stock Units [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 4 years | ||
Performance-Based Restricted Stock Units [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award vesting period | 2 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options, Aggregate Intrinsic Value, beginning of period | $ 132,077 | $ 158,070 |
Outstanding Options Exercisable, Aggregate Intrinsic Value | 132,077 | |
Outstanding Options Fully vested and expected to vest, Aggregate Intrinsic Value | $ 132,077 | |
Non-vested Shares, Weighted-Average Grant-Date Fair Value [Roll Forward] | ||
Outstanding Options Weighted-Average Remaining Contractual Term | 2 years 3 months 3 days | 3 years 2 months 15 days |
Outstanding Options Exercisable, Weighted-Average Remaining Contractual Term | 2 years 3 months 3 days | |
Outstanding Options Fully vested and expected to vest Weighted-Average Remaining Contractual Term | 2 years 3 months 3 days | |
Outstanding Options, Shares [Roll Forward] | ||
Outstanding as of December 31, 2019 | 1,665,825 | |
Options Exercised (in shares) | (160,952) | |
Outstanding Options at end of the period (in shares) | 1,504,873 | 1,665,825 |
Outstanding Options Exercisable as of December 31, 2018 (in shares) | 1,504,873 | |
Outstanding Options Fully vested and expected to vest as of December 31, 2018 (in shares) | 1,665,825 | |
Outstanding Options, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding Options Weighted-Average Exercise Price, beginning of period (in dollars per share) | $ 22.36 | |
Options Exercised Weighted-Average Exercise Price (in dollars per share) | 31.11 | |
Outstanding Options Weighted-Average Exercise Price, end of period (in dollars per share) | 21.42 | $ 22.36 |
Outstanding Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | 21.42 | |
Outstanding Options Fully vested and expected to vest Weighted-Average Exercise Price (in dollars per share) | $ 21.42 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Time-Based Restricted Stock Units [Member] | |
Unvested, Shares [Roll Forward] | |
Unvested Shares, beginning of period (in shares) | shares | 1,151,251 |
Unvested Shares, Awarded (in shares) | shares | 569,500 |
Unvested Shares, Vested (in shares) | shares | (442,688) |
Unvested Shares , Forfeited/cancelled (in shares) | shares | (75,312) |
Unvested Shares, end of period (in shares) | shares | 1,202,751 |
Unvested, Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted Average Grant-Date Fair Value, beginning of the period | $ / shares | $ 74.39 |
Weighted Average Grant-Date Fair Value, Awarded | $ / shares | 64.30 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 70.97 |
Weighted Average Grant-Date Fair Value, Forfeited/cancelled | $ / shares | 69.15 |
Weighted Average Grant-Date Fair Value, ending of the period | $ / shares | $ 71.30 |
Performance-Based Restricted Stock Units [Member] | |
Unvested, Shares [Roll Forward] | |
Unvested Shares, beginning of period (in shares) | shares | 208,335 |
Unvested Shares, Awarded (in shares) | shares | 148,333 |
Unvested Shares, Vested (in shares) | shares | (47,291) |
Unvested Shares , Forfeited/cancelled (in shares) | shares | (7,708) |
Unvested Shares, end of period (in shares) | shares | 301,669 |
Unvested, Weighted-Average Grant-Date Fair Value [Roll Forward] | |
Weighted Average Grant-Date Fair Value, beginning of the period | $ / shares | $ 76.82 |
Weighted Average Grant-Date Fair Value, Awarded | $ / shares | 102.83 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 71.18 |
Weighted Average Grant-Date Fair Value, Forfeited/cancelled | $ / shares | 75.41 |
Weighted Average Grant-Date Fair Value, ending of the period | $ / shares | $ 90.53 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax expense: | |||
Federal | $ 281,358 | $ 111,486 | $ 102,516 |
State | 56,856 | 28,962 | 29,761 |
Current tax expense | 338,214 | 140,448 | 132,277 |
Deferred tax expense (benefit): | |||
Federal | (32,761) | 8,075 | 7,997 |
State | (8,945) | (11,497) | 4,406 |
Deferred tax expense (benefit) | (41,706) | (3,422) | 12,403 |
Income tax expense | $ 296,508 | $ 137,026 | $ 144,680 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective income tax expense reconciliation [Abstract] | |||
Federal income tax at the statutory rate | $ 231,922 | $ 78,229 | $ 111,915 |
State and local taxes, net of federal benefit | 43,082 | 13,569 | 27,123 |
Nondeductible compensation | 6,289 | 5,149 | 2,858 |
Nondeductible acquisition costs | 3,649 | ||
Nondeductible meals and entertainment | 1,487 | 2,171 | 2,047 |
Nondeductible goodwill impairment | 8,920 | 1,532 | |
Excess tax benefit on stock-based compensation | (2,974) | (5,363) | (750) |
Disposition of nondeductible goodwill | 8,347 | 10,302 | |
Change in beginning of year valuation allowance | 5,332 | 19,894 | 1,430 |
Other | 3,023 | 506 | (1,475) |
Income tax expense | $ 296,508 | $ 137,026 | $ 144,680 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax rate | 21.00% | 35.00% | ||
Percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | 100.00% | |||
Description for percentage of effect for immediate expensing on costs of qualified property due to impact of U.S. tax rate | The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. | |||
Valuation allowance for deferred tax assets | $ 23,479 | $ 18,147 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 5,300 | |||
Gross unrecognized tax benefits | 45,590 | 45,235 | $ 23,258 | $ 12,542 |
Favorable unrecognized tax benefits recognized | 45,600 | 45,200 | ||
Accrued interest and penalties related to uncertain tax positions | 7,300 | $ 6,400 | ||
Decrease in unrecognized tax benefits is reasonably possible | 12,700 | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 158,600 | |||
Operating loss carryforwards, valuation allowance | 107,200 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 271,000 | |||
Operating loss carryforwards, valuation allowance | $ 34,800 | |||
January 1, 2023 to January 1, 2027 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Percentage of effect for immediate expensing provision phase down per year | 20.00% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Net Deferred Tax Asset Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 49,859 | $ 41,142 |
Compensation | 13,133 | 18,827 |
Rent | 68,919 | 56,974 |
Pension | 94,971 | 121,437 |
Other | 30,961 | 24,394 |
Total deferred tax assets | 257,843 | 262,774 |
Valuation allowance for deferred tax assets | (23,479) | (18,147) |
Total deferred tax assets | 234,364 | 244,627 |
Deferred tax liabilities: | ||
Property and equipment | (252,149) | (249,909) |
Other intangible assets | (536,365) | (508,412) |
Goodwill | (76,544) | (125,609) |
FCC licenses | (649,034) | (671,092) |
Rent | (75,571) | (64,229) |
Deferred gain on spectrum | (37,275) | (37,276) |
Investments | (242,436) | (280,002) |
Other | (38,998) | (18,786) |
Total deferred tax liabilities | (1,908,372) | (1,955,315) |
Net deferred tax liabilities | $ (1,674,008) | $ (1,710,688) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Gross Liability for Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Uncertain tax position liability at the beginning of the year | $ 45,235 | $ 12,542 | $ 23,258 |
Increases resulting from merger transaction | 2,007 | 32,211 | 432 |
Increases related to tax positions taken during the current period | 75 | 75 | 45 |
Increases related to tax positions taken during prior periods | 466 | 761 | 1,497 |
Decreases related to tax positions taken during prior periods | (12,496) | ||
Decreases related to settlements with taxing authorities | (1,433) | ||
Decreases related to expiration of statute of limitations | (760) | (354) | (194) |
Uncertain tax position liability at the end of the year | $ 45,590 | $ 45,235 | $ 12,542 |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Jan. 04, 2021USD ($) | Jul. 21, 2017USD ($) | Apr. 13, 2017TelevisionStation | Apr. 30, 2020USD ($)TelevisionStation | Nov. 30, 2017TelevisionStation | Dec. 31, 2020USD ($)TelevisionStation | Dec. 31, 2019USD ($)TelevisionStation | Dec. 31, 2018USD ($)TelevisionStation | Dec. 31, 2017USD ($)TelevisionStation | Jan. 07, 2021TelevisionStation |
FCC Regulatory Matters [Line Items] | ||||||||||
Number of voices test local television ownership | TelevisionStation | 8 | |||||||||
Maximum percentage of US television household reach | 39.00% | |||||||||
Percentage reach of ultra high frequency station | 50.00% | |||||||||
Effective date of reinstating the ultra high frequency discount | Jun. 15, 2017 | |||||||||
Date of abolishing the UHF discount | Aug. 24, 2016 | |||||||||
Number of stations went off the air | TelevisionStation | 1 | |||||||||
Number of ceased broadcasting channels | TelevisionStation | 8 | |||||||||
Asset and (liability) surrender value | $ 314,100,000 | |||||||||
Number of stations to move to very high frequency channels | TelevisionStation | 1 | 1 | ||||||||
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 | |||||||||
Capital expenditures related to station repack | 54,700,000 | $ 79,300,000 | 26,800,000 | |||||||
Reimbursement from the FCC related to station repack | $ 57,261,000 | 70,356,000 | $ 29,381,000 | |||||||
Subsequent Event [Member] | ||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ 2,190,000,000 | |||||||||
Number of stations to convert from interim to permanent facility | TelevisionStation | 1 | |||||||||
Nexstar [Member] | ||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||
Number of full power stations repacked | TelevisionStation | 61 | |||||||||
Consolidated VIEs [Member] | ||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||
Number of full power stations repacked | TelevisionStation | 17 | |||||||||
Media General [Member] | ||||||||||
FCC Regulatory Matters [Line Items] | ||||||||||
Number of stations owned | TelevisionStation | 10 | |||||||||
Number of stations owned | TelevisionStation | 1 | |||||||||
Gross proceeds to surrender of spectrum auction | $ 478,600,000 | |||||||||
Derecognition of spectrum asset to surrender spectrum | $ 67,200,000 | 52,000,000 | $ 34,600,000 | |||||||
Derecognition of spectrum liability to surrender spectrum | 78,000,000 | $ 52,000,000 | $ 34,600,000 | |||||||
Non-cash gain on relinquishment of spectrum | $ 10,800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments for Un-booked Broadcast Rights (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Broadcast Rights Commitments [Abstract] | |
2021 | $ 74,904 |
2022 | 57,425 |
2023 | 26,660 |
2024 | 19,354 |
2025 | 16,033 |
Future minimum payments for license agreements, total | $ 194,376 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Nov. 02, 2020USD ($) | Sep. 17, 2020USD ($) | Jan. 28, 2020USD ($) | Jan. 27, 2020USD ($) | Sep. 19, 2019USD ($) | Jan. 22, 2019USD ($) | Jun. 28, 2016USD ($) | Dec. 31, 2020USD ($)Station | Dec. 31, 2020USD ($)StationProof | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 21, 2009 |
Collective Bargaining Agreements [Abstract] | |||||||||||||
Number of stations covered under collective bargaining agreements | Station | 20 | 20 | |||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Restricted cash and cash equivalents to be held | $ 16,608 | $ 16,608 | $ 16,608 | ||||||||||
Cash payment | $ 98,000 | ||||||||||||
Payment for non-license assets | $ 17,900 | ||||||||||||
Income tax expense (benefit) | 296,508 | 137,026 | $ 144,680 | ||||||||||
Estimated federal and state income taxes | 43,082 | 13,569 | 27,123 | ||||||||||
Increase in deferred income tax liability | 43,640 | 4,545 | (12,403) | ||||||||||
Unrecognized tax benefits | 45,590 | $ 45,590 | $ 45,235 | $ 12,542 | $ 23,258 | ||||||||
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 | 120,000 | |||||||||||
Chicago Cubs Transactions [Member] | Northside Entertainment Holdings LLC [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Ownership interest percentage | 95.00% | ||||||||||||
Chicago Cubs Transactions [Member] | Chicago Entertainment Ventures, LLC [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Ownership interest percentage | 5.00% | ||||||||||||
Tribune [Member] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Number of proofs of claim filed against debtors | Proof | 7,400 | ||||||||||||
Restricted cash and cash equivalents to be held | 16,600 | $ 16,600 | |||||||||||
Number of proofs of claim against debtors withdrawn | Proof | 141 | ||||||||||||
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 | |||||||||||
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] | |||||||||||||
Loss Contingency, Information about Litigation Matters [Abstract] | |||||||||||||
Loss contingency, settlement agreement, date | November 2, 2020 | ||||||||||||
Loss contingency, settlement agreement, terms | The Bankruptcy Court of the Southern District of Texas approved the settlement on November 10, 2020. | ||||||||||||
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 senior secured credit facility | 330,000 | $ 330,000 | |||||||||||
Commitment under senior secured credit facility at carrying value | $ 327,000 | $ 327,000 | |||||||||||
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 | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | $ 1,376,611 | $ 1,118,203 | $ 914,633 | $ 1,091,822 | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 4,501,269 | $ 3,039,324 | $ 2,766,696 | |
Depreciation | 147,688 | 123,375 | 109,789 | |||||||||
Amortization of intangible assets | 279,710 | 200,317 | 149,406 | |||||||||
Income from operations | 530,531 | $ 343,597 | $ 196,253 | $ 305,015 | 256,498 | $ 121,615 | $ 149,944 | $ 127,074 | 1,375,396 | 655,131 | 757,779 | |
Goodwill | 2,984,008 | 2,996,875 | 2,984,008 | 2,996,875 | ||||||||
Total assets | [1],[2] | 13,404,276 | 13,989,737 | 13,404,276 | 13,989,737 | |||||||
Broadcast [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 4,410,528 | 2,929,431 | 2,612,531 | |||||||||
Depreciation | 125,560 | 108,805 | 89,312 | |||||||||
Amortization of intangible assets | 276,330 | 182,238 | 126,850 | |||||||||
Income from operations | 1,536,835 | 948,237 | 918,401 | |||||||||
Goodwill | 2,874,274 | 2,996,875 | 2,874,274 | 2,996,875 | ||||||||
Total assets | [1] | 12,352,509 | 12,918,966 | 12,352,509 | 12,918,966 | |||||||
Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net revenue | 90,741 | 109,893 | 154,165 | |||||||||
Depreciation | 22,128 | 14,570 | 20,477 | |||||||||
Amortization of intangible assets | 3,380 | 18,079 | 22,556 | |||||||||
Income from operations | (161,439) | (293,106) | $ (160,622) | |||||||||
Goodwill | 109,734 | 109,734 | ||||||||||
Total assets | [1] | $ 1,051,767 | $ 1,070,771 | $ 1,051,767 | $ 1,070,771 | |||||||
[1] | . For additional information on equity investments, see Note 7. | |||||||||||
[2] | The consolidated total assets as of December 31, 2020 and 2019 include certain assets held by consolidated VIEs of $323.2 million and $261.8 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2020 and 2019 include certain liabilities of consolidated VIEs of $142.6 million and $61.7 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. |
Segment Data - Summary of Seg_2
Segment Data - Summary of Segment Financial Information (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Equity method investments, book value | $ 1,321,715 | $ 1,471,866 |
T V Food Networks | ||
Segment Reporting Information [Line Items] | ||
Equity method investments, book value | $ 1,302,000 | $ 1,452,000 |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | $ 1,376,611 | $ 1,118,203 | $ 914,633 | $ 1,091,822 | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 4,501,269 | $ 3,039,324 | $ 2,766,696 |
Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 4,410,528 | 2,929,431 | 2,612,531 | ||||||||
Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 90,741 | 109,893 | 154,165 | ||||||||
Core Advertising (Local and National) [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,571,072 | 1,335,126 | 1,089,920 | ||||||||
Core Advertising (Local and National) [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 1,571,034 | 1,335,126 | 1,089,920 | ||||||||
Core Advertising (Local and National) [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 38 | ||||||||||
Political Advertising [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 507,564 | 51,889 | 251,209 | ||||||||
Political Advertising [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 507,564 | 51,889 | 251,209 | ||||||||
Distribution [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 2,152,622 | 1,368,881 | 1,121,081 | ||||||||
Distribution [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 2,149,569 | 1,368,881 | 1,121,081 | ||||||||
Distribution [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 3,053 | ||||||||||
Digital [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 223,368 | 241,519 | 261,159 | ||||||||
Digital [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 141,960 | 137,067 | 107,054 | ||||||||
Digital [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 81,408 | 104,452 | 154,105 | ||||||||
Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 34,468 | 24,524 | 26,485 | ||||||||
Other [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 28,226 | 19,083 | 26,425 | ||||||||
Other [Member] | Other [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 6,242 | 5,441 | 60 | ||||||||
Trade [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | 12,175 | 17,385 | 16,842 | ||||||||
Trade [Member] | Broadcast [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Net revenue | $ 12,175 | $ 17,385 | $ 16,842 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) - Revenue [Member] - Customer | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||
Number of major customers | 2 | 0 | 0 |
Concentration of risk, percentage | 11.00% |
Unaudited Quarterly Data - Unau
Unaudited Quarterly Data - Unaudited Quarterly Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenue | $ 1,376,611 | $ 1,118,203 | $ 914,633 | $ 1,091,822 | $ 1,100,090 | $ 663,575 | $ 649,012 | $ 626,647 | $ 4,501,269 | $ 3,039,324 | $ 2,766,696 |
Income from operations | 530,531 | 343,597 | 196,253 | 305,015 | 256,498 | 121,615 | 149,944 | 127,074 | 1,375,396 | 655,131 | 757,779 |
Income before income taxes | 492,493 | 254,490 | 135,547 | 222,038 | 168,283 | 34,329 | 97,381 | 73,328 | 1,104,568 | 373,321 | 532,945 |
Net income (loss) attributable to Nexstar | $ 364,247 | $ 190,684 | $ 99,595 | $ 156,915 | $ 113,212 | $ (5,847) | $ 68,002 | $ 54,892 | $ 811,441 | $ 230,259 | $ 389,477 |
Basic net income (loss) per common share | $ 8.32 | $ 4.24 | $ 2.20 | $ 3.43 | $ 2.46 | $ (0.13) | $ 1.48 | $ 1.20 | $ 18.06 | $ 5.01 | $ 8.52 |
Basic weighted average shares outstanding | 43,758 | 44,979 | 45,267 | 45,702 | 45,952 | 46,114 | 46,090 | 45,785 | 44,921 | 45,986 | 45,718 |
Diluted net income (loss) per common share | $ 7.97 | $ 4.08 | $ 2.13 | $ 3.30 | $ 2.36 | $ (0.13) | $ 1.42 | $ 1.15 | $ 17.37 | $ 4.80 | $ 8.21 |
Diluted weighted average shares outstanding | 45,700 | 46,737 | 46,849 | 47,615 | 47,933 | 46,114 | 47,971 | 47,784 | 46,720 | 47,923 | 47,412 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 17,205 | $ 13,158 | $ 13,358 | |
Additions Charged to Costs and Expenses | 30,046 | 12,972 | 10,707 | |
Deductions | [1] | (12,329) | (8,925) | (10,907) |
Balance at End of Period | $ 34,922 | $ 17,205 | $ 13,158 | |
[1] | Uncollectible accounts written off, net of recoveries. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 27, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 01, 2020 |
Subsequent Event [Line Items] | |||||
Dividends declared per common share | $ 2.24 | $ 1.80 | $ 1.50 | ||
Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Authorization of share repurchase | $ 1,000 | $ 300 | |||
Authorization of share repurchase, remaining available amount | $ 174.9 | ||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends declared per common share | $ 0.70 | ||||
Dividends, date declared | Jan. 27, 2021 | ||||
Dividends, date paid | Feb. 26, 2021 | ||||
Dividends, date of record | Feb. 12, 2021 |