Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NXST | |
Entity Registrant Name | NEXSTAR MEDIA GROUP, INC. | |
Entity Central Index Key | 0001142417 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-50478 | |
Entity Tax Identification Number | 23-3083125 | |
Entity Address, Address Line One | 545 E. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75062 | |
City Area Code | 972 | |
Local Phone Number | 373-8800 | |
Entity Common Stock, Shares Outstanding | 41,797,089 | |
Title of 12(b) Security | Class A Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 313,269 | $ 152,701 | |
Restricted cash and cash equivalents | 16,608 | 16,608 | |
Accounts receivable, net of allowance for doubtful accounts of $21,700 and $34,922, respectively | 895,451 | 904,801 | |
Prepaid expenses and other current assets | 167,761 | 135,872 | |
Total current assets | 1,393,089 | 1,209,982 | |
Property and equipment, net | 1,592,146 | 1,604,881 | |
Goodwill | 2,982,525 | 2,984,008 | |
FCC licenses | 2,909,951 | 2,909,704 | |
Intangible assets, net | 2,796,200 | 2,939,201 | |
Other intangible assets, net | 640,958 | 688,918 | |
Investments | 1,191,763 | 1,333,778 | |
Other noncurrent assets, net | 421,963 | 422,722 | |
Total assets | [1],[2] | 13,287,637 | 13,404,276 |
Current liabilities: | |||
Current portion of debt | 33,510 | 21,429 | |
Accounts payable | 140,684 | 218,418 | |
Broadcast rights payable | 74,931 | 105,557 | |
Accrued expenses | 319,413 | 307,192 | |
Other current liabilities | 70,430 | 78,292 | |
Total current liabilities | 638,968 | 730,888 | |
Debt | 7,586,320 | 7,646,574 | |
Deferred tax liabilities | 1,682,231 | 1,674,008 | |
Other noncurrent liabilities | 754,858 | 815,930 | |
Total liabilities | [1] | 10,662,377 | 10,867,400 |
Commitments and contingencies (Note 14) | |||
Stockholders' equity: | |||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2021 and December 31, 2020 | |||
Additional paid-in capital | 1,327,205 | 1,362,510 | |
Accumulated other comprehensive income | 34,510 | 34,510 | |
Retained earnings | 1,823,706 | 1,488,031 | |
Treasury stock - at cost; 5,135,854 and 4,034,635 shares as of June 30, 2021 and December 31, 2020, respectively | (575,724) | (367,132) | |
Total Nexstar Media Group, Inc. stockholders' equity | 2,610,170 | 2,518,392 | |
Noncontrolling interests | 15,090 | 18,484 | |
Total stockholders' equity | 2,625,260 | 2,536,876 | |
Total liabilities and stockholders' equity | 13,287,637 | 13,404,276 | |
Network affiliation agreements [Member] | |||
Current assets: | |||
Intangible assets, net | 2,155,242 | 2,250,283 | |
Class A Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock | 473 | 473 | |
Total stockholders' equity | $ 473 | $ 473 | |
[1] | The condensed consolidated total assets as of June 30, 2021 and December 31, 2020 include certain assets held by consolidated VIEs of $322.3 million and $323.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of June 30, 2021 and December 31, 2020 include certain liabilities of consolidated VIEs of $160.3 million and $142.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. | ||
[2] | While the Company's investment in TV Food Network ($1.154 billion at June 30, 2021 and $1.302 billion at December 31, 2020) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company's disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Accounts receivable, allowance for doubtful accounts | $ 21,700 | $ 34,922 | |
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 | 5,135,854 | 4,034,635 | |
ASSETS | |||
Total assets | [1],[2] | $ 13,287,637 | $ 13,404,276 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Total liabilities | [1] | 10,662,377 | 10,867,400 |
Non Guarantor VIEs [Member] | |||
ASSETS | |||
Total assets | 322,256 | 323,193 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Total liabilities | $ 160,277 | $ 142,589 | |
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 | 42,155,609 | 43,256,828 | |
Class B Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class C Common Stock [Member] | |||
Stockholders' equity: | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
[1] | The condensed consolidated total assets as of June 30, 2021 and December 31, 2020 include certain assets held by consolidated VIEs of $322.3 million and $323.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of June 30, 2021 and December 31, 2020 include certain liabilities of consolidated VIEs of $160.3 million and $142.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. | ||
[2] | While the Company's investment in TV Food Network ($1.154 billion at June 30, 2021 and $1.302 billion at December 31, 2020) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company's disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues [Abstract] | ||||
Net revenue | $ 1,131,590 | $ 914,633 | $ 2,245,521 | $ 2,006,455 |
Operating expenses (income): | ||||
Direct operating expenses, excluding depreciation and amortization | 462,325 | 416,639 | 911,717 | 861,698 |
Selling, general and administrative expenses, excluding depreciation and amortization | 242,510 | 193,243 | 485,947 | 411,627 |
Amortization of broadcast rights | 31,651 | 35,740 | 62,534 | 72,948 |
Amortization of intangible assets | 73,812 | 69,512 | 147,499 | 140,095 |
Depreciation of property and equipment | 39,904 | 35,770 | 79,372 | 71,176 |
Reimbursement from the FCC related to station repack | (6,926) | (25,716) | (12,341) | (38,474) |
(Gain) loss on disposal of stations and business units, net | (14) | 50 | (2,455) | (7,025) |
Change in the estimated fair value of contingent consideration attributable to a past merger | 3,933 | 3,933 | ||
Gain on relinquishment of spectrum | (10,791) | (10,791) | ||
Total operating expenses | 843,262 | 718,380 | 1,672,273 | 1,505,187 |
Income from operations | 288,328 | 196,253 | 573,248 | 501,268 |
Income from equity method investments, net | 27,116 | 11,332 | 56,924 | 25,490 |
Interest expense, net | (70,126) | (82,251) | (142,180) | (183,535) |
Loss on extinguishment of debt | (63) | (1,052) | (7,477) | |
Pension and other postretirement plans credit, net | 17,658 | 10,762 | 35,315 | 21,524 |
Unrealized gain on equity investments measured at fair value | 7,857 | 7,857 | ||
Other (expenses) income, net | (253) | (549) | (676) | 315 |
Income before income taxes | 270,517 | 135,547 | 529,436 | 357,585 |
Income tax expense | (70,756) | (37,406) | (130,485) | (101,750) |
Net income | 199,761 | 98,141 | 398,951 | 255,835 |
Net loss attributable to noncontrolling interests | 343 | 1,454 | 2,060 | 675 |
Net income attributable to Nexstar Media Group, Inc. | $ 200,104 | $ 99,595 | $ 401,011 | $ 256,510 |
Net income per common share attributable to Nexstar Media Group, Inc.: | ||||
Basic | $ 4.70 | $ 2.20 | $ 9.34 | $ 5.64 |
Diluted | $ 4.51 | $ 2.13 | $ 8.93 | $ 5.43 |
Weighted average number of common shares outstanding: | ||||
Basic | 42,604 | 45,267 | 42,948 | 45,483 |
Diluted | 44,386 | 46,849 | 44,901 | 47,231 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income [Member] | Treasury Stock [Member] | Treasury Stock [Member]Class A Common Stock [Member] | Noncontrolling interests [Member] |
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 | |||||||
Purchase of treasury stock | (72,587) | $ (72,587) | ||||||
Purchase of treasury stock, shares | (950,000) | |||||||
Stock-based compensation expense | 23,434 | 23,434 | ||||||
Vesting of restricted stock units and exercise of stock options | (6,128) | (35,256) | $ 29,128 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 486,852 | |||||||
Common stock dividends declared | (51,018) | (51,018) | ||||||
Contribution from a noncontrolling interest | 138 | 138 | ||||||
Disposal of an entity | (1,390) | (1,381) | (9) | |||||
Net income (loss) | 255,835 | 256,510 | (675) | |||||
Balance at Jun. 30, 2020 | 2,201,777 | $ 473 | 1,340,526 | 984,316 | 19,850 | $ (164,847) | 21,459 | |
Balance, Shares at Jun. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2020 | 2,004,823 | |||||||
Balance at Mar. 31, 2020 | 2,116,059 | $ 473 | 1,333,717 | 910,063 | 19,850 | $ (170,957) | 22,913 | |
Balance, Shares at Mar. 31, 2020 | 47,291,463 | |||||||
Balance, Shares at Mar. 31, 2020 | 2,096,058 | |||||||
Stock-based compensation expense | 12,749 | 12,749 | ||||||
Vesting of restricted stock units and exercise of stock options | 170 | (5,940) | $ 6,110 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 91,235 | |||||||
Common stock dividends declared | (25,342) | (25,342) | ||||||
Net income (loss) | 98,141 | 99,595 | (1,454) | |||||
Balance at Jun. 30, 2020 | 2,201,777 | $ 473 | 1,340,526 | 984,316 | 19,850 | $ (164,847) | 21,459 | |
Balance, Shares at Jun. 30, 2020 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2020 | 2,004,823 | |||||||
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 | ||||||
Purchase of treasury stock | $ (258,875) | $ (258,875) | $ (258,800) | |||||
Purchase of treasury stock, shares | (1,734,692) | |||||||
Stock-based compensation expense | 22,021 | 22,021 | ||||||
Vesting of restricted stock units and exercise of stock options | (7,497) | (57,780) | $ 50,283 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 633,473 | |||||||
Common stock dividends declared | (60,245) | (60,245) | ||||||
Contribution from a noncontrolling interest | 451 | 451 | ||||||
Change in reporting entity resulting from common control transactions (Note 3) | (6,422) | 454 | (5,091) | (1,785) | ||||
Net income (loss) | 398,951 | 401,011 | (2,060) | |||||
Balance at Jun. 30, 2021 | $ 2,625,260 | $ 473 | 1,327,205 | 1,823,706 | 34,510 | $ (575,724) | 15,090 | |
Balance, Shares at Jun. 30, 2021 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2021 | (5,135,854) | 5,135,854 | ||||||
Balance at Mar. 31, 2021 | $ 2,591,008 | $ 473 | 1,334,415 | 1,658,573 | 34,510 | $ (453,769) | 16,806 | |
Balance, Shares at Mar. 31, 2021 | 47,291,463 | |||||||
Balance, Shares at Mar. 31, 2021 | 4,374,128 | |||||||
Purchase of treasury stock | (137,864) | $ (137,864) | ||||||
Purchase of treasury stock, shares | (926,162) | |||||||
Stock-based compensation expense | 10,418 | 10,418 | ||||||
Vesting of restricted stock units and exercise of stock options | (2,173) | (18,082) | $ 15,909 | |||||
Vesting of restricted stock units and exercise of stock options, shares | 164,436 | |||||||
Common stock dividends declared | (29,880) | (29,880) | ||||||
Contribution from a noncontrolling interest | 412 | 412 | ||||||
Change in reporting entity resulting from common control transactions (Note 3) | (6,422) | 454 | (5,091) | (1,785) | ||||
Net income (loss) | 199,761 | 200,104 | (343) | |||||
Balance at Jun. 30, 2021 | $ 2,625,260 | $ 473 | $ 1,327,205 | $ 1,823,706 | $ 34,510 | $ (575,724) | $ 15,090 | |
Balance, Shares at Jun. 30, 2021 | 47,291,463 | |||||||
Balance, Shares at Jun. 30, 2021 | (5,135,854) | 5,135,854 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividends declared (per share) | $ 0.70 | $ 0.56 | $ 1.40 | $ 1.12 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 398,951 | $ 255,835 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible assets | 147,499 | 140,095 |
Amortization of broadcast rights | 62,534 | 72,948 |
Depreciation of property and equipment | 79,372 | 71,176 |
Stock-based compensation expense | 22,021 | 23,434 |
Provision for bad debt | 3,408 | 10,372 |
Amortization of debt financing costs, debt discounts and premium | 7,412 | 8,965 |
Loss on extinguishment of debt | 1,052 | 7,477 |
Deferred income taxes | 5,816 | (11,580) |
Gain on disposal of assets | (8,437) | (808) |
Gain on relinquishment of spectrum | (10,791) | |
Gain on disposal of stations and business units, net | (2,455) | (7,025) |
Change in the estimated fair value of contingent consideration attributable to a past merger | 3,933 | |
Spectrum repack reimbursements | (12,341) | (38,474) |
Payments for broadcast rights | (92,269) | (100,894) |
Income from equity method investments, net | (56,924) | (25,490) |
Unrealized gain on equity investments measured at fair value | (7,857) | |
Distribution from equity method investments - return on capital | 207,383 | 197,092 |
Other operating activities, net | 2,940 | (2,247) |
Changes in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | 5,268 | 109,976 |
Prepaid expenses and other current assets | (1,046) | 5,161 |
Other noncurrent assets | (4,305) | 12,134 |
Accounts payable | (76,904) | 13,263 |
Accrued expenses and other current liabilities | 1,952 | (92,197) |
Income tax payable | (42,153) | 104,612 |
Other noncurrent liabilities | (45,360) | (29,669) |
Net cash provided by operating activities | 595,557 | 717,298 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (66,898) | (115,656) |
Payments for acquisitions, net of cash acquired | (8,408) | (63,213) |
Proceeds from sale of stations and business units | 2,500 | 362,803 |
Proceeds from resolution of acquired contingency | 98,000 | |
Spectrum repack reimbursements | 12,341 | 38,474 |
Proceeds from disposal of assets | 14,154 | 958 |
Collection of investment in a loan receivable | 2,500 | |
Other investing activities, net | 701 | 486 |
Net cash (used in) provided by investing activities | (43,110) | 321,852 |
Cash flows from financing activities: | ||
Proceeds from debt issuance, net of debt discounts | 298,500 | |
Repayments of long-term debt | (353,715) | (470,319) |
Payments for debt financing costs | (917) | (379) |
Purchase of treasury stock | (258,875) | (72,587) |
Common stock dividends paid | (60,245) | (51,018) |
Payments for finance lease and capitalized software obligations | (9,581) | (6,301) |
Cash paid for shares withheld for taxes | (10,884) | (6,784) |
Proceeds from exercise of stock options | 3,387 | 656 |
Other financing activities, net | 451 | 138 |
Net cash used in financing activities | (391,879) | (606,594) |
Net increase in cash, cash equivalents and restricted cash | 160,568 | 432,556 |
Cash, cash equivalents and restricted cash at beginning of period | 169,309 | 248,678 |
Cash, cash equivalents and restricted cash at end of period | 329,877 | 681,234 |
Supplemental information: | ||
Interest paid | 141,078 | 171,348 |
Income taxes paid, net of refunds | 172,820 | 7,686 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 8,124 | 26,296 |
Noncash purchases of property and equipment | 15,885 | |
Right-of-use assets obtained in exchange for operating lease obligations | $ 33,655 | $ 21,852 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1: Organization and Business Operations As used in this Quarterly Report on Form 10-Q, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned subsidiary, Nexstar Media Inc. (formerly known as Nexstar Inc. and Nexstar Broadcasting, Inc.), a Delaware corporation; the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar. On April 16, 2021, Nexstar Inc. filed a Certificate of Amendment with the Secretary of State of Delaware to change its name to Nexstar Media Inc. Nexstar is a television broadcasting and digital media company focused on the acquisition, development and operation of television stations, interactive community websites and digital media services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently owned VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below). Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control, for instance, uncertainties surrounding the business outlook caused by the Coronavirus Disease 2019 (“COVID-19”) pandemic. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared a national emergency. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. Since then, the Company’s business operations, financial results and cash flows have significantly improved. In 2021, the mass distribution of COVID-19 vaccines, the U.S. government’s stimulus programs, the reopening During the three and six months ended June 30, 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its current year to date financial results were also higher than the comparable prior year and its market capitalization continued to increase and exceed the carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery to date and the incremental operating results from the Company’s acquisitions in 2020. Overall, the ongoing COVID-19 pandemic did not have a material impact on the Company’s liquidity. As of June 30, 2021, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated VIE (exclusive of stations KMSS, KPEJ and KLJB), which permit Nexstar to acquire the assets and assume the liabilities of these VIEs’ stations, subject to FCC consent. On July 1, 2021, Mission granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from Mission, subject to FCC consent. See Note 16 for discussion of subsequent events. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2021 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA Only SSA & JSA SSA Only LMA 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, KASY, KWBQ, KRWB and KGBT WNAC White Knight Broadcasting SSA & JSA WVLA, KFXK and KSHV Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA 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, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. On May 24, 2021, Mission acquired the license assets of television station KGBT-TV serving the Harlingen-Weslaco-Brownsville-McAllen, Texas market from Sinclair Broadcast Group, Inc. (“Sinclair”) for a nominal price. Upon closing of the acquisition, Mission entered into a new SSA with Nexstar for the station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. The assets acquired and liabilities assumed were recorded by Mission at fair value at acquisition. 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 station KGBT-TV beginning on May 24, 2021. On June 17, 2021, Mission acquired WNAC-TV, the Fox affiliate full power television station serving the Providence, Rhode Island market, from Super Towers, Inc. (“Super Towers”) (See Note 3). Mission’s purchase of this station allowed its entry into the Rhode Island market. Upon closing of the acquisition, Mission assumed the existing LMA with Nexstar for the acquired station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. Nexstar became the primary beneficiary of WNAC-TV under its previous owner (Super Towers) and has consolidated this station into Nexstar’s financial statements since January 2017. Upon Mission’s acquisition of the station in June 2021, Nexstar continued to be the primary beneficiary and maintained its controlling financial interest in WNAC-TV for financial reporting purposes. As Nexstar is the primary beneficiary of both Mission and WNAC-TV, Mission’s purchase of the station was deemed to be a common control transaction and a change in the reporting entity of Mission. As a common control transaction, 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 station at its historical book values and for all periods presented in the accompanying Condensed Consolidated Financial Statements. The net assets of the station have also been included as if it was owned by Mission as of the earliest period presented. Mission is a guarantor of Nexstar’s debt. WNAC-TV was a non-guarantor of any debt within the Nexstar group prior to acquisition by Mission. On July 1, 2021, Mission entered into new JSAs with Nexstar for stations KMSS, KPEJ, KLJB, KASY, KWBQ, KRWB and KGBT-TV. See Note 16 for discussion of subsequent events. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2021 December 31, 2020 Current assets: Cash and cash equivalents $ 10,942 $ 9,066 Accounts receivable, net 28,062 19,800 Prepaid expenses and other current assets 9,998 6,726 Total current assets 49,002 35,592 Property and equipment, net 63,184 61,938 Goodwill 152,058 153,704 FCC licenses 204,967 204,720 Network affiliation agreements, net 89,072 93,466 Other intangible assets, net 476 748 Other noncurrent assets, net 86,762 78,580 Total assets $ 645,521 $ 628,748 Current liabilities: Current portion of debt $ 2,250 $ - Other current liabilities 34,976 30,830 Total current liabilities 37,226 30,830 Debt 354,357 327,000 Deferred tax liabilities 32,823 29,433 Other noncurrent liabilities 92,508 82,821 Total liabilities $ 516,914 $ 470,084 The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2021 December 31, 2020 Current assets $ 5,759 $ 4,402 Property and equipment, net 15,560 16,137 Goodwill 63,795 63,795 FCC licenses 204,967 204,720 Network affiliation agreements, net 30,024 31,571 Other noncurrent assets, net 2,151 2,568 Total assets $ 322,256 $ 323,193 Current liabilities $ 34,946 $ 30,335 Noncurrent liabilities 125,331 112,254 Total liabilities $ 160,277 $ 142,589 Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the outsourcing agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 42,604 45,267 42,948 45,483 Dilutive effect of equity incentive plan instruments 1,782 1,582 1,953 1,748 Weighted average shares outstanding - diluted 44,386 46,849 44,901 47,231 During the three and six months ended June 30, 2021, there were no stock options and restricted stock units that were anti-dilutive. During the three months ended June 30, 2020, there were Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Recent Accounting Pronouncements New Accounting Standards Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, “ Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”), New Accounting Standards Not Yet Adopted On November 19, 2020, the SEC issued Final Rule Release 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information” (“SEC Rule 33-10890”), which amends certain sections of Regulation S-K In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) , which |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions 2021 Common Control Transactions On June 17, 2021, Mission acquired WNAC-TV, the Fox affiliate in the Providence, Rhode Island market, from Super Towers for $6.5 million in cash. Mission’s purchase of this station allowed its entry into the Rhode Island market. Upon closing of the acquisition, Mission assumed the existing LMA with Nexstar for the acquired station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. As Nexstar is the primary beneficiary of both Mission and WNAC-TV station, Mission’s purchase of this station was deemed as a common control transaction in accordance with the FASB Accounting Standards Codification (“ASC”) 805-50, “Business Combinations—Common Control Transactions” and a change in reporting entity of Mission. As a common control transaction, 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 was accounted for as a reduction to retained earnings. For financial reporting purposes, Nexstar continued to consolidate WNAC-TV station at its historical book values and for all periods presented in the accompanying Consolidated Financial Statements. The net assets of the station have also been presented as if they were owned by Mission, a guarantor of Nexstar’s debt, as of the earliest period presented (see Note 2). WNAC-TV was previously a non-guarantor of any debt within the Nexstar group. On July 6, 2021, Nexstar exercised its options to acquire certain stations owned by Mission and White Knight. See Note 16 for discussion of subsequent events. 2020 Acquisitions On January 27, 2020, Nexstar acquired from Sinclair certain non-license assets associated with television station KGBT-TV in the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $17.9 million in cash funded by cash on hand. On March 2, 2020, Nexstar 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. . The fair values of the assets acquired and liabilities assumed associated with the above acquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 261 Broadcast rights 3,693 Property and equipment 18,806 FCC licenses 15,917 Network affiliation agreements 18,479 Goodwill 4,340 Other intangible assets 5,458 Other noncurrent assets 95 Total assets acquired 67,049 Less: Broadcast rights payable (3,691 ) Accrued expenses and other current liabilities (144 ) Total asset acquired $ 63,214 The fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in programming and other station operating costs. The goodwill and FCC licenses are deductible for tax purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are amortized over an estimated weighted average useful life of 10 years. The stations’ combined net revenue of $ 23.1 million and operating income of $ 7.9 million from the respective acquisition dates to June 30, 2020 have been included in the accompanying Condensed Consolidated Statements of Operations. Transaction costs relating to these acquisitions were not significant during the three and six months ended June 30, 2020 Pro forma information for these acquisitions has not been provided given that these acquisitions are not significant pursuant to Rule 1-02 of Regulation S-K and that the Company believes that the impact of the historical financials for financial reporting purposes, both individually and in aggregate, on the Company’s revenue, operating income, net income, and earnings per share is not material. On May 24, 2021, Mission acquired the license assets of station KGBT-TV from Sinclair for a nominal price. See Note 2 for discussion of consolidated VIEs. 2020 Dispositions 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). On March 2, 2020, Nexstar completed the sale of Fox affiliate television station KCPQ and 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. The proceeds from the sale of the stations were partially used to prepay a portion of Nexstar’s term loans (see Note 8). Nexstar recognized a $7.0 million net gain from disposal of these stations and business . The net gain that resulted from these divestitures was recorded in the Gain on disposal of stations and entities, net in the accompanying Condensed Consolidated Statements of Operations for the six months ended June 30, 2020. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 4: Intangible Assets and Goodwill Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2021 December 31, 2020 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125,147 $ (969,905 ) $ 2,155,242 $ 3,125,320 $ (875,037 ) $ 2,250,283 Other definite-lived intangible assets 1-20 970,730 (329,772 ) 640,958 1,012,797 (323,879 ) 688,918 Other intangible assets $ 4,095,877 $ (1,299,677 ) $ 2,796,200 $ 4,138,117 $ (1,198,916 ) $ 2,939,201 During the six months ended June 30, 2021, t he Company recorded immaterial measurement period adjustments related to acquisitions completed in 2020. The following table presents the Company’s estimate of amortization expense for the remainder of 2021, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2021 (in thousands): Remainder of 2021 $ 146,330 2022 283,663 2023 281,008 2024 279,842 2025 275,710 Thereafter 1,529,647 $ 2,796,200 The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2020 $ 3,116,302 $ (132,294 ) $ 2,984,008 $ 2,957,114 $ (47,410 ) $ 2,909,704 Current year acquisitions - - - 1,000 - 1,000 Current year divestitures (42,475 ) 42,475 - - - - Measurement period adjustments (1,483 ) - (1,483 ) (753 ) - (753 ) Balances as of June 30, 2021 $ 3,072,344 $ (89,819 ) $ 2,982,525 $ 2,957,361 $ (47,410 ) $ 2,909,951 In January 2021, Nexstar sold certain of its digital businesses’ assets for a nominal price. As such, the gross amount of goodwill of $42.5 million and related accumulated impairment for the same amount were written off. The resulting gain from this disposition was not material. Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | Note 5: Investments The Company’s investments and their book value balances consisted of the following (in thousands): June 30, 2021 December 31, 2020 Equity method investments $ 1,171,843 $ 1,321,715 Other equity investments 19,920 12,063 Total investments $ 1,191,763 $ 1,333,778 Equity Method Investments During the three and six months ended June 30, 2021, the Company received cash distributions from its equity method investments, primarily from its investment in TV Food Network, as discussed below. During the three and six months ended June 30, 2021, the income from equity method investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Income from equity method investments, net, before amortization of basis difference $ 64,056 $ 48,272 $ 130,803 $ 99,369 Amortization of basis difference (36,940 ) (36,940 ) (73,879 ) (73,879 ) Income from equity method investments, net $ 27,116 $ 11,332 $ 56,924 $ 25,490 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. 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 from equity method investments, net in the accompanying Condensed Consolidated Statements of Operations. The Company’s share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below). Investment in TV Food Network Nexstar acquired its 31.3% equity investment in TV Food Network through its acquisition of Tribune Media Company (“Tribune”) on September 19, 2019. 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. 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. Nexstar intends to renew its partnership agreement with Discovery for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. As of June 30, 2021, Nexstar’s investment in TV Food Network had a book value of $1.154 billion, compared to $1.302 billion as of December 31, 2020. As of June 30, 2021, Nexstar had a remaining share in amortizable basis difference of $587.7 million related to its investment in TV Food Network. This amortizable basis difference had a weighted average useful life of approximately 5 During the three months ended June 30, 2021, the Company received cash distributions from TV Food Network of $29.7 million, recognized income on equity of this investment of $65.0 million, and recorded amortization of basis difference (expense) related to this investment of $36.8 million. During the six months ended June 30, 2021, the Company received cash distributions from TV Food Network of $207.4 million, recognized income on equity of this investment of $132.5 million, and recorded amortization of basis difference (expense) related to this investment of $73.6 million. Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net revenue $ 337,129 $ 307,192 $ 669,762 $ 627,539 Costs and expenses 132,051 152,969 251,628 311,604 Income from operations 205,078 154,223 418,133 315,935 Net income 207,701 155,986 423,241 321,414 Net income attributable to Nexstar Media Group, Inc. 64,998 48,814 132,449 100,583 During the three and six months ended June 30, 2021, there were no events or changes in circumstance that triggered the Company for an evaluation of its equity method investments for other-than-temporary impairment. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 6: Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Compensation and related taxes $ 96,707 $ 104,133 Interest payable 61,575 67,885 Network affiliation fees 56,011 34,948 Other 105,120 100,226 $ 319,413 $ 307,192 |
Retirement and Postretirement P
Retirement and Postretirement Plans | 6 Months Ended |
Jun. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Postretirement Plans | Note 7: Retirement and Postretirement Plans On January 17, 2017, Nexstar assumed Media General, Inc.’s (“Media General”) On September 19, 2019, Nexstar assumed Tribune’s pension and postretirement obligations upon consummation of the merger of the entities. As a result, Nexstar has 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 following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefit Plans OPEB Pension Benefit Plans OPEB Three Months Ended Three Months Ended Three Months Ended Three Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 2021 2020 2021 2020 Service cost $ - $ - $ 3 $ 5 $ 307 $ 248 $ - $ - Interest cost 1,850 2,925 80 138 8,061 13,374 12 33 Expected return on plan assets (4,450 ) (4,925 ) - - (23,578 ) (22,341 ) - - Amortization of prior service costs 275 - (13 ) (13 ) 42 - - - Amortization of net loss - - 103 43 - - - - Net periodic benefit cost (credit) $ (2,325 ) $ (2,000 ) $ 173 $ 173 $ (15,168 ) $ (8,719 ) $ 12 $ 33 Media General Tribune Pension Benefit Plans OPEB Pension Benefit Plans OPEB Six Months Ended Six Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 2021 2020 2021 2020 Service cost $ - $ - $ 5 $ 10 $ 613 $ 496 $ - $ - Interest cost 3,700 5,850 160 276 16,122 26,748 24 66 Expected return on plan assets (8,900 ) (9,850 ) - - (47,156 ) (44,682 ) - - Amortization of prior service costs 550 - (25 ) (26 ) 84 - - - Amortization of net loss - - 205 86 - - - - Net periodic benefit cost (credit) $ (4,650 ) $ (4,000 ) $ 345 $ 346 $ (30,337 ) $ (17,438 ) $ 24 $ 66 On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law. The ARPA includes changes to the employer funding requirements for single-employer pension plans and is designed to reduce the amounts of required contributions as a relief. The ARPA also includes multi-employer pension plan funding relief but had no significant impact on us. The two key aspects of the ARPA funding relief for single-employer plans are (i) the extended amortization and “fresh start” of funding shortfalls and (ii) the extended funding interest rate stabilization. Nexstar has no funding shortfalls to amortize but utilized the extended funding interest rate stabilization on its pension benefit plans. This relief increased Nexstar’s funding target attainment to above 100%. As such, Nexstar is currently not required to make contributions to its qualified pension benefit plans in 2021. During the six months ended June 30, 2020, the Company contributed $5.7 million to its qualified pension plans . The primary investment objective of the pension benefit plans is to build and ensure an adequate pool of assets to support the benefit obligations to participants, retirees and beneficiaries. To meet this objective, the pension benefit plans seek to earn a rate of return on assets greater than the liability discount rate, with a prudent level of risk and diversification. The current investment policy includes a strategy intended to maintain an adequate level of diversification, subject to normal portfolio risks. While the Company continues to monitor the performance of the pension plans’ assets, the fluctuations resulting from the COVID-19 pandemic have not materially impacted the Company’s financial position or liquidity. To the extent that there is any material deterioration in plan assets, the Company’s pension benefit plans may require additional contributions and/or may negatively impact future pension credit or expense of the Company. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8: Debt Long-term debt consisted of the following (in thousands): June 30, 2021 December 31, 2020 Nexstar Term Loan A, due October 26, 2023 $ 485,400 $ 485,400 Team Loan A, due September 19, 2024 615,135 625,850 Term Loan B, due January 17, 2024 799,992 874,992 Term Loan B, due September 18, 2026 2,644,316 2,644,315 5.625% 1,785,000 1,785,000 4.75% 1,000,000 1,000,000 Mission Term Loan B, due June 3, 2028 300,000 - Revolving loans, due October 26, 2023 59,000 327,000 Total outstanding principal 7,688,843 7,742,557 Less: unamortized financing costs and discount - Nexstar Term Loan A due 2023 (1,320 ) (1,584 ) Less: unamortized financing costs and discount - Nexstar Term Loan A due 2024 (6,093 ) (7,102 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2024 (9,386 ) (12,136 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2026 (46,829 ) (50,644 ) Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes due 2027 5,611 5,997 Less: unamortized financing costs and discount - Nexstar 4.75% Notes due 2028 (8,603 ) (9,085 ) Less: unamortized financing costs and discount - Mission Term Loan B due 2028 (2,393 ) - Total outstanding debt 7,619,830 7,668,003 Less: current portion (33,510 ) (21,429 ) Long-term debt, net of current portion $ 7,586,320 $ 7,646,574 2021 Transactions On June 3, 2021, Mission, a VIE consolidated by Nexstar, amended its senior secured credit facility. The amendment provides for a $300.0 million Term Loan B borrowing, issued at 99.50%, maturing on June 3, 2028 (“Term Loan B, due June 3, 2028”), with quarterly principal installment payments of $750 thousand beginning on October 1, 2021 through April 1, 2028, with the remaining principal balance of $279.8 million payable on the maturity date . The Term Loan B, due June 3, 2028 bears interest at the LIBOR rate of 2.50%, with a 0.00% LIBOR floor, and includes six-months of 101 soft call protection. The net proceeds from the Term Loan B, due June 2028 was used to pay down $268.0 million of Mission’s outstanding loans under its existing revolving credit facilities, pay fees to Nexstar under the SSAs between Nexstar and Mission and for Mission’s general corporate purposes. During the six months ended June 30, 2021, Nexstar prepaid a total of $75.0 million in principal balance under its Term Loan B due 2024, funded by cash on hand, and the Company also repaid scheduled principal maturities of $10.7 million of its Term Loan A due 2024, funded by cash on hand. Unused Commitments and Borrowing Availability The Company had $349.7 million and $16.0 million of unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of June 30, 2021. The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2021, 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 facility in the event of its default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625% Notes due 2027 and Nexstar’s 4.750% Notes due 2028. In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2021 and 2029, 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 June 30, 2021, Nexstar was in compliance with its financial covenants. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 9: 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 93 years, some of which may include options to extend the leases from one to 99 years, and some of which may include options to terminate the leases within one year. The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as of June 30, 2021 were not material. Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Balance Sheet Classification June 30, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 295,915 $ 282,834 Current lease liabilities Other current liabilities $ 38,794 $ 35,850 Noncurrent lease liabilities Other noncurrent liabilities $ 247,285 $ 234,208 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,709 as of June 30, 2021 and $3,349 as of December 31, 2020 Property, plant and equipment, net $ 7,280 $ 7,641 Current lease liabilities Other current liabilities $ 997 $ 1,003 Noncurrent lease liabilities Other noncurrent liabilities $ 13,669 $ 14,172 Weighted Average Remaining Lease Term Operating leases 8.1 years 8.7 years Finance leases 10.2 years 10.7 years Weighted Average Discount Rate Operating leases 5.2 % 5.4 % Finance leases 5.7 % 5.7 % Operating lease expense for the three months ended June 30, 2021 was $14.0 million, of which $6.7 million and $7.3 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the three months ended June 30, 2020 was $11.6 million, of which $6.0 million and $5.6 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the six months ended June 30, 2021 was $27.7 million, of which $13.2 million and $14.5 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the six months ended June 30, 2020 was $23.6 million, of which $12.1 million and $11.5 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 24,784 $ 23,537 Operating cash flows from finance leases 427 454 Financing cash flows from finance leases 506 434 Future minimum lease payments under non-cancellable leases as of June 30, 2021 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 25,636 $ 910 2022 53,249 1,803 2023 51,050 1,818 2024 47,993 1,833 2025 35,577 1,879 Thereafter 150,170 11,481 Total future minimum lease payments 363,675 19,724 Less: imputed interest (77,596 ) (5,058 ) Total $ 286,079 $ 14,666 The Company as a Lessor The Company has various arrangements for which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As such, the Company has applied the practical expedient to combine lease and non-lease components in its arrangements as lessor. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10: Fair Value Measurements The Company measures and records in its condensed consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. Fair value of certain equity investments is based on quoted market price as of the balance sheet date. Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A due 2023 (1) $ 484,080 $ 472,394 $ 483,816 $ 480,373 Team Loan A due 2024 (1) 609,042 600,696 618,748 619,619 Term Loan B due 2024 (1) 790,606 792,831 862,856 865,311 Term Loan B due 2026 (1) 2,597,487 2,571,207 2,593,671 2,601,619 5.625% Notes due 2027 (2) 1,790,611 1,896,563 1,790,997 1,912,181 4.75% Notes due 2028 (2) 991,397 1,026,300 990,915 1,040,000 Mission Term Loan B due 2028 (1) 297,607 300,216 - - Revolving loans due 2023 (1) 59,000 57,741 327,000 323,517 (1) (2) During the three and six months ended June 30, 2021, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill. See Notes 4 and 5 for additional information. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock | Note 11: Common Stock On September 1, 2020, Nexstar’s Board of Directors approved a $300 million in Nexstar’s share repurchase authorization to repurchase its Class A common stock. 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 increasing the Company’s share repurchase authorization to a total capacity of $1.175 billion Share repurchases may be made from time to time in open market transactions, block trades or in private transactions. There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12: Income Taxes Income tax expense was $70.8 million for the three months ended June 30, 2021 compared to $37.4 million for the same period in 2020. The effective tax rates were 26.2% and 27.6% for each of the respective periods. Income tax expense was $130.5 million for the six months ended June 30, 2021, compared to $101.8 million for the same period in 2020. The effective tax rates were 24.6% and 28.5% for each of the respective periods. In 2020, Nexstar recorded an income tax expense of $8.1 million attributable to nondeductible goodwill written off as a result of the sale of stations to Fox, or a 2.3% decrease to the effective tax rate in 2021. Additionally, certain state contingency reserves decreased as a result of audit settlements. This resulted in a decrease in income tax expense of $6.5 million in 2021, or a 1.2% decrease to the effective tax rate in 2021. The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections, including changes due to ongoing impact of the COVID-19 pandemic, could result in significant adjustments to quarterly income tax expense in future periods. The Company also considered the ongoing impact of COVID-19 in its ability to realize deferred tax assets in the future and determined that such conditions did not change its overall valuation allowance positions. |
FCC Regulatory Matters
FCC Regulatory Matters | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
FCC Regulatory Matters | Note 13: 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. Media Ownership The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.” 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. On September 23, 2019, however, the U.S. Court of Appeals for the Third Circuit (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. On December 20, 2019, the FCC issued an order reinstating the local television ownership rule, the radio/television cross-ownership rule, the newspaper/broadcast cross-ownership rule and the television JSA attribution rule as they existed prior to the Reconsideration Order (including the eight voices test with respect to local television ownership). On April 17, 2020, the FCC and a group of media industry stakeholders (including Nexstar) filed separate petitions for certiorari requesting that the U.S. Supreme Court review the Third Circuit’s decision. The Supreme Court granted certiorari on October 2, 2020 and on April 1, 2021, it reversed the Third Circuit’s decision. Effective June 30, 2021, as a result of the Supreme Court’s ruling, (1) the radio/television cross-ownership rule, the newspaper/broadcast cross-ownership rule and the television JSA attribution rule have been eliminated, (2) the eight voices test has been eliminated from the local television ownership rule, and (3) the “top four” prohibition of the local television ownership rule remains but is subject to case-by-case review. In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking, seeking comment among other things 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. On June 4, 2021, the FCC issued a public notice soliciting further comment to update the record in the 2018 quadrennial review. Comments and reply comments in response to this public notice are due in September and October 2021. 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 assets 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 that accepted a bid moved to a VHF channel and vacated its former channel after moving to the VHF channel. The associated spectrum asset and liability to surrender spectrum, both amounting to $52.0 million, were derecognized. The remaining station that accepted a bid 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, 74 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, 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 April 6, 2021, verified cost estimates were over $2.216 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 three and six months ended June 30, 2021, the Company spent a total of $1.0 of $13.0 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. These proceedings remain open. 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, and the proceeding remains open. Although the FCC has not classified OVDs as MVPDs to date, several OVDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14: Commitments and Contingencies 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 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 this guarantee would be generally limited to the outstanding principal amounts. As of June 30, 2021, Mission had a maximum commitment of $375.0 million under its amended credit agreement, of which $359.0 million principal balance of debt was outstanding. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third-party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation — On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the DOJ regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. 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. In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows: Tribune Chapter 11 Reorganization and Confirmation Order Appeals — On December 8, 2008, 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 in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On July 23, 2012, the Bankruptcy Court issued an 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 all of the Debtors’ Chapter 11 cases except for Tribune’s Chapter 11 case which continues to be administered under the caption In re Tribune Media Company, et al. , Case No. 08-13141. As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Amounts and payment terms for these claims, if applicable, were established in the Plan. The Plan requires Tribune to reserve cash in amounts sufficient to make certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of June 30, 2021, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $16.6 million and are estimated to be sufficient to satisfy such obligations. As of June 30, 2021, 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. 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 three and six months ended June 30, 2021 and 2020. The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2021 and potentially in future periods. 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 June 30, 2021 would be approximately $127.0 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 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 Nexstar’s merger with Tribune. 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 acquired Tribune 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 appeal 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 $140.0 million increase in deferred income tax liability as of June 30, 2021. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Data | Note 15: 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) NewsNation, a live daily national newscast and a national general entertainment cable network, (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, including revenues from leasing certain owned office and production facilities, (iii) digital businesses and (iv) eliminations. Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2021 Broadcast Other Consolidated Net revenue $ 1,108,291 $ 23,299 $ 1,131,590 Depreciation of property and equipment 35,300 4,604 39,904 Amortization of intangible assets 71,650 2,162 73,812 Income (loss) from operations 323,411 (35,083 ) 288,328 Six Months Ended June 30, 2021 Broadcast Other Consolidated Net revenue $ 2,200,666 $ 44,855 $ 2,245,521 Depreciation of property and equipment 69,330 10,042 79,372 Amortization of intangible assets 143,086 4,413 147,499 Income (loss) from operations 652,135 (78,887 ) 573,248 Three Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 891,459 $ 23,174 $ 914,633 Depreciation of property and equipment 30,316 5,454 35,770 Amortization of intangible assets 68,605 907 69,512 Income (loss) from operations 218,393 (22,140 ) 196,253 Six Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 1,965,475 $ 40,980 $ 2,006,455 Depreciation of property and equipment 60,091 11,085 71,176 Amortization of intangible assets 138,026 2,069 140,095 Income (loss) from operations 581,420 (80,152 ) 501,268 As of June 30, 2021 Broadcast Other Consolidated Goodwill $ 2,872,628 $ 109,897 $ 2,982,525 Assets (1) 12,053,934 1,233,703 13,287,637 As of December 31, 2020 Broadcast Other Consolidated Goodwill $ 2,874,274 $ 109,734 $ 2,984,008 Assets (1) 12,352,509 1,051,767 13,404,276 (1) The following tables present the disaggregation of the Company’s revenue for the periods presented (in thousands): Three Months Ended June 30, 2021 Broadcast Other Consolidated Core advertising (local and national) $ 423,458 $ - $ 423,458 Political advertising 8,511 - 8,511 Distribution 616,949 - 616,949 Digital 51,564 21,857 73,421 Other 5,369 1,442 6,811 Trade 2,440 - 2,440 Total net revenue $ 1,108,291 $ 23,299 $ 1,131,590 Six Months Ended June 30, 2021 Broadcast Other Consolidated Core advertising (local and national) $ 835,172 $ - $ 835,172 Political advertising 13,919 - 13,919 Distribution 1,238,184 - 1,238,184 Digital 98,383 41,428 139,811 Other 11,117 3,427 14,544 Trade 3,891 - 3,891 Total net revenue $ 2,200,666 $ 44,855 $ 2,245,521 Three Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 298,203 $ 37 $ 298,240 Political advertising 21,566 - 21,566 Distribution 534,652 1,892 536,544 Digital 27,134 19,527 46,661 Other 6,945 1,718 8,663 Trade 2,959 - 2,959 Total net revenue $ 891,459 $ 23,174 $ 914,633 Six Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 715,581 $ 38 $ 715,619 Political advertising 76,907 - 76,907 Distribution 1,084,368 1,892 1,086,260 Digital 67,461 35,640 103,101 Other 15,405 3,410 18,815 Trade 5,753 - 5,753 Total net revenue $ 1,965,475 $ 40,980 $ 2,006,455 The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals and networks. During the three and six months ended June 30, 2021, revenues from these sources for two of the Company's customers exceeded 10%. Each of these customers represents approximately 12% and 13% of the Company’s consolidated net revenues during the three and six months ended June 30, 2021. these sources for three of the Company's customers exceeded 10%. Each of these customers represents approximately 14%, 14% and 12% of the Company’s consolidated net revenues during the three months ended June 30, 2020, and 13%, 13% and 11% of the Company’s consolidated net revenues during the six months ended June 30, 2020 Advertising revenue (core, political and digital) is positively affected by national and regional political campaigns and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur and advertising is aired during the Olympic Games. The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of NewsNation. Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16: Subsequent Events On July 1, 2021, Mission entered into new JSAs with Nexstar for Mission owned stations KMSS, KPEJ, KLJB, KASY, KWBQ, KRWB and KGBT-TV. On July 1, 2021, Mission also granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from Mission, subject to FCC consent. On July 6, 2021, Nexstar exercised its options to acquire KGBT-TV, the full power television station in the Harlingen-Weslaco-Brownsville-McAllen, Texas market, KJBO-LP, the low power television station in the Wichita Falls, Texas market, and KCPN-LP, the low power television station in the Amarillo, Texas market from Mission. The purchase price for each Mission station (to be funded through cash on hand prior to closing) is equal to the greater of (i) seven times the station’s cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreement, or (ii) the amount of its indebtedness. On July 6, 2021, Nexstar also exercised its options to acquire KSHV, the full power television station in the Shreveport, Louisiana market and KTPN-LD, the low power television station in the Tyler-Longview, Texas market from White Knight. The purchase price for each White Knight station (to be funded through cash on hand prior to closing) is equal to the greater of (i) six times the station’s net income, as defined in the option agreement, or (ii) $100,000. These stations are consolidated into Nexstar’s financial statements as VIEs (see Note 2). The proposed station acquisitions are also subject to FCC approval and other customary conditions and Nexstar projects them to close in 2021. On July 28, 2021, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.70 per share of its Class A common stock. The dividend is payable on August 27, 2021 to stockholders of record on August 13, 2021. On July 28, 2021, Nexstar prepaid $75.0 million of the outstanding principal balance under its Term Loan B due 2024, funded by cash on hand. From July 1, 2021 to August 2, 2021, we repurchased 360,270 shares of our Class A common stock for $52.5 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $863.6 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nexstar and the accounts of independently owned VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below). Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a component separate from Nexstar’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. |
Liquidity | Liquidity The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control, for instance, uncertainties surrounding the business outlook caused by the Coronavirus Disease 2019 (“COVID-19”) pandemic. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared a national emergency. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. Since then, the Company’s business operations, financial results and cash flows have significantly improved. In 2021, the mass distribution of COVID-19 vaccines, the U.S. government’s stimulus programs, the reopening During the three and six months ended June 30, 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its current year to date financial results were also higher than the comparable prior year and its market capitalization continued to increase and exceed the carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery to date and the incremental operating results from the Company’s acquisitions in 2020. Overall, the ongoing COVID-19 pandemic did not have a material impact on the Company’s liquidity. As of June 30, 2021, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. |
Interim Financial Statements | Interim Financial Statements The Condensed Consolidated Financial Statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, FCC licenses and long-lived assets, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
Variable Interest Entities | Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (3) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated VIE (exclusive of stations KMSS, KPEJ and KLJB), which permit Nexstar to acquire the assets and assume the liabilities of these VIEs’ stations, subject to FCC consent. On July 1, 2021, Mission granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from Mission, subject to FCC consent. See Note 16 for discussion of subsequent events. The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2021 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA Only SSA & JSA SSA Only LMA 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, KASY, KWBQ, KRWB and KGBT WNAC White Knight Broadcasting SSA & JSA WVLA, KFXK and KSHV Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA 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, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. On May 24, 2021, Mission acquired the license assets of television station KGBT-TV serving the Harlingen-Weslaco-Brownsville-McAllen, Texas market from Sinclair Broadcast Group, Inc. (“Sinclair”) for a nominal price. Upon closing of the acquisition, Mission entered into a new SSA with Nexstar for the station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. The assets acquired and liabilities assumed were recorded by Mission at fair value at acquisition. 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 station KGBT-TV beginning on May 24, 2021. On June 17, 2021, Mission acquired WNAC-TV, the Fox affiliate full power television station serving the Providence, Rhode Island market, from Super Towers, Inc. (“Super Towers”) (See Note 3). Mission’s purchase of this station allowed its entry into the Rhode Island market. Upon closing of the acquisition, Mission assumed the existing LMA with Nexstar for the acquired station. Mission also granted Nexstar an option to purchase the station from Mission, subject to FCC consent. Nexstar became the primary beneficiary of WNAC-TV under its previous owner (Super Towers) and has consolidated this station into Nexstar’s financial statements since January 2017. Upon Mission’s acquisition of the station in June 2021, Nexstar continued to be the primary beneficiary and maintained its controlling financial interest in WNAC-TV for financial reporting purposes. As Nexstar is the primary beneficiary of both Mission and WNAC-TV, Mission’s purchase of the station was deemed to be a common control transaction and a change in the reporting entity of Mission. As a common control transaction, 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 station at its historical book values and for all periods presented in the accompanying Condensed Consolidated Financial Statements. The net assets of the station have also been included as if it was owned by Mission as of the earliest period presented. Mission is a guarantor of Nexstar’s debt. WNAC-TV was a non-guarantor of any debt within the Nexstar group prior to acquisition by Mission. On July 1, 2021, Mission entered into new JSAs with Nexstar for stations KMSS, KPEJ, KLJB, KASY, KWBQ, KRWB and KGBT-TV. See Note 16 for discussion of subsequent events. The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2021 December 31, 2020 Current assets: Cash and cash equivalents $ 10,942 $ 9,066 Accounts receivable, net 28,062 19,800 Prepaid expenses and other current assets 9,998 6,726 Total current assets 49,002 35,592 Property and equipment, net 63,184 61,938 Goodwill 152,058 153,704 FCC licenses 204,967 204,720 Network affiliation agreements, net 89,072 93,466 Other intangible assets, net 476 748 Other noncurrent assets, net 86,762 78,580 Total assets $ 645,521 $ 628,748 Current liabilities: Current portion of debt $ 2,250 $ - Other current liabilities 34,976 30,830 Total current liabilities 37,226 30,830 Debt 354,357 327,000 Deferred tax liabilities 32,823 29,433 Other noncurrent liabilities 92,508 82,821 Total liabilities $ 516,914 $ 470,084 The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2021 December 31, 2020 Current assets $ 5,759 $ 4,402 Property and equipment, net 15,560 16,137 Goodwill 63,795 63,795 FCC licenses 204,967 204,720 Network affiliation agreements, net 30,024 31,571 Other noncurrent assets, net 2,151 2,568 Total assets $ 322,256 $ 323,193 Current liabilities $ 34,946 $ 30,335 Noncurrent liabilities 125,331 112,254 Total liabilities $ 160,277 $ 142,589 Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through December 31, 2021. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs. Under the outsourcing agreement for WYZZ, Nexstar pays for certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally, Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham. |
Income Per Share | Income Per Share Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 42,604 45,267 42,948 45,483 Dilutive effect of equity incentive plan instruments 1,782 1,582 1,953 1,748 Weighted average shares outstanding - diluted 44,386 46,849 44,901 47,231 During the three and six months ended June 30, 2021, there were no stock options and restricted stock units that were anti-dilutive. During the three months ended June 30, 2020, there were |
Basis of Presentation | Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Standards Adopted On May 21, 2020, the SEC issued Final Rule Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“SEC Rule 33-10786”), which amends the In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, “ Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In December 2019, the FASB issued ASU 2019-12, “ Income taxes (Topic 740)—Simplifying the accounting for income taxes” (“ASU 2019-12”), New Accounting Standards Not Yet Adopted On November 19, 2020, the SEC issued Final Rule Release 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information” (“SEC Rule 33-10890”), which amends certain sections of Regulation S-K In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”) , which |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Weighted Average Shares Outstanding | Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table shows the amounts used in computing Nexstar’s diluted shares (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Weighted average shares outstanding - basic 42,604 45,267 42,948 45,483 Dilutive effect of equity incentive plan instruments 1,782 1,582 1,953 1,748 Weighted average shares outstanding - diluted 44,386 46,849 44,901 47,231 |
Consolidated VIEs [Member] | |
Consolidated VIEs | The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in thousands): June 30, 2021 December 31, 2020 Current assets: Cash and cash equivalents $ 10,942 $ 9,066 Accounts receivable, net 28,062 19,800 Prepaid expenses and other current assets 9,998 6,726 Total current assets 49,002 35,592 Property and equipment, net 63,184 61,938 Goodwill 152,058 153,704 FCC licenses 204,967 204,720 Network affiliation agreements, net 89,072 93,466 Other intangible assets, net 476 748 Other noncurrent assets, net 86,762 78,580 Total assets $ 645,521 $ 628,748 Current liabilities: Current portion of debt $ 2,250 $ - Other current liabilities 34,976 30,830 Total current liabilities 37,226 30,830 Debt 354,357 327,000 Deferred tax liabilities 32,823 29,433 Other noncurrent liabilities 92,508 82,821 Total liabilities $ 516,914 $ 470,084 |
Non Guarantor VIEs [Member] | |
Consolidated VIEs | The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in thousands): June 30, 2021 December 31, 2020 Current assets $ 5,759 $ 4,402 Property and equipment, net 15,560 16,137 Goodwill 63,795 63,795 FCC licenses 204,967 204,720 Network affiliation agreements, net 30,024 31,571 Other noncurrent assets, net 2,151 2,568 Total assets $ 322,256 $ 323,193 Current liabilities $ 34,946 $ 30,335 Noncurrent liabilities 125,331 112,254 Total liabilities $ 160,277 $ 142,589 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
2020 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed associated with the above acquisitions are as follows (in thousands): Assets acquired Prepaid expenses and other current assets $ 261 Broadcast rights 3,693 Property and equipment 18,806 FCC licenses 15,917 Network affiliation agreements 18,479 Goodwill 4,340 Other intangible assets 5,458 Other noncurrent assets 95 Total assets acquired 67,049 Less: Broadcast rights payable (3,691 ) Accrued expenses and other current liabilities (144 ) Total asset acquired $ 63,214 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Intangible assets subject to amortization consisted of the following (in thousands): Estimated June 30, 2021 December 31, 2020 useful life, Accumulated Accumulated in years Gross Amortization Net Gross Amortization Net Network affiliation agreements 15 $ 3,125,147 $ (969,905 ) $ 2,155,242 $ 3,125,320 $ (875,037 ) $ 2,250,283 Other definite-lived intangible assets 1-20 970,730 (329,772 ) 640,958 1,012,797 (323,879 ) 688,918 Other intangible assets $ 4,095,877 $ (1,299,677 ) $ 2,796,200 $ 4,138,117 $ (1,198,916 ) $ 2,939,201 |
Estimated Amortization Expense of Definite-Lived Intangible Assets | During the six months ended June 30, 2021, t he Company recorded immaterial measurement period adjustments related to acquisitions completed in 2020. The following table presents the Company’s estimate of amortization expense for the remainder of 2021, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2021 (in thousands): Remainder of 2021 $ 146,330 2022 283,663 2023 281,008 2024 279,842 2025 275,710 Thereafter 1,529,647 $ 2,796,200 |
Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets | The amounts recorded to goodwill and FCC licenses were as follows (in thousands): Goodwill FCC Licenses Accumulated Accumulated Gross Impairment Net Gross Impairment Net Balances as of December 31, 2020 $ 3,116,302 $ (132,294 ) $ 2,984,008 $ 2,957,114 $ (47,410 ) $ 2,909,704 Current year acquisitions - - - 1,000 - 1,000 Current year divestitures (42,475 ) 42,475 - - - - Measurement period adjustments (1,483 ) - (1,483 ) (753 ) - (753 ) Balances as of June 30, 2021 $ 3,072,344 $ (89,819 ) $ 2,982,525 $ 2,957,361 $ (47,410 ) $ 2,909,951 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investments and Book Value Balances | The Company’s investments and their book value balances consisted of the following (in thousands): June 30, 2021 December 31, 2020 Equity method investments $ 1,171,843 $ 1,321,715 Other equity investments 19,920 12,063 Total investments $ 1,191,763 $ 1,333,778 |
Summary of Income (Loss) on Equity Investments, Net | During the three and six months ended June 30, 2021, the income from equity method investments, net reported in the Company’s unaudited Condensed Consolidated Statements of Operations consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Income from equity method investments, net, before amortization of basis difference $ 64,056 $ 48,272 $ 130,803 $ 99,369 Amortization of basis difference (36,940 ) (36,940 ) (73,879 ) (73,879 ) Income from equity method investments, net $ 27,116 $ 11,332 $ 56,924 $ 25,490 |
Summary of Financial Information | Summarized financial information for TV Food Network is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net revenue $ 337,129 $ 307,192 $ 669,762 $ 627,539 Costs and expenses 132,051 152,969 251,628 311,604 Income from operations 205,078 154,223 418,133 315,935 Net income 207,701 155,986 423,241 321,414 Net income attributable to Nexstar Media Group, Inc. 64,998 48,814 132,449 100,583 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Compensation and related taxes $ 96,707 $ 104,133 Interest payable 61,575 67,885 Network affiliation fees 56,011 34,948 Other 105,120 100,226 $ 319,413 $ 307,192 |
Retirement and Postretirement_2
Retirement and Postretirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit Cost (Credit) for Plans | The following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension and other postretirement benefit plans (“OPEB”) (in thousands): Media General Tribune Pension Benefit Plans OPEB Pension Benefit Plans OPEB Three Months Ended Three Months Ended Three Months Ended Three Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 2021 2020 2021 2020 Service cost $ - $ - $ 3 $ 5 $ 307 $ 248 $ - $ - Interest cost 1,850 2,925 80 138 8,061 13,374 12 33 Expected return on plan assets (4,450 ) (4,925 ) - - (23,578 ) (22,341 ) - - Amortization of prior service costs 275 - (13 ) (13 ) 42 - - - Amortization of net loss - - 103 43 - - - - Net periodic benefit cost (credit) $ (2,325 ) $ (2,000 ) $ 173 $ 173 $ (15,168 ) $ (8,719 ) $ 12 $ 33 Media General Tribune Pension Benefit Plans OPEB Pension Benefit Plans OPEB Six Months Ended Six Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 2021 2020 2021 2020 Service cost $ - $ - $ 5 $ 10 $ 613 $ 496 $ - $ - Interest cost 3,700 5,850 160 276 16,122 26,748 24 66 Expected return on plan assets (8,900 ) (9,850 ) - - (47,156 ) (44,682 ) - - Amortization of prior service costs 550 - (25 ) (26 ) 84 - - - Amortization of net loss - - 205 86 - - - - Net periodic benefit cost (credit) $ (4,650 ) $ (4,000 ) $ 345 $ 346 $ (30,337 ) $ (17,438 ) $ 24 $ 66 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2021 December 31, 2020 Nexstar Term Loan A, due October 26, 2023 $ 485,400 $ 485,400 Team Loan A, due September 19, 2024 615,135 625,850 Term Loan B, due January 17, 2024 799,992 874,992 Term Loan B, due September 18, 2026 2,644,316 2,644,315 5.625% 1,785,000 1,785,000 4.75% 1,000,000 1,000,000 Mission Term Loan B, due June 3, 2028 300,000 - Revolving loans, due October 26, 2023 59,000 327,000 Total outstanding principal 7,688,843 7,742,557 Less: unamortized financing costs and discount - Nexstar Term Loan A due 2023 (1,320 ) (1,584 ) Less: unamortized financing costs and discount - Nexstar Term Loan A due 2024 (6,093 ) (7,102 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2024 (9,386 ) (12,136 ) Less: unamortized financing costs and discount - Nexstar Term Loan B due 2026 (46,829 ) (50,644 ) Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes due 2027 5,611 5,997 Less: unamortized financing costs and discount - Nexstar 4.75% Notes due 2028 (8,603 ) (9,085 ) Less: unamortized financing costs and discount - Mission Term Loan B due 2028 (2,393 ) - Total outstanding debt 7,619,830 7,668,003 Less: current portion (33,510 ) (21,429 ) Long-term debt, net of current portion $ 7,586,320 $ 7,646,574 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): Balance Sheet Classification June 30, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 295,915 $ 282,834 Current lease liabilities Other current liabilities $ 38,794 $ 35,850 Noncurrent lease liabilities Other noncurrent liabilities $ 247,285 $ 234,208 Finance leases Finance lease right-of-use assets, net of accumulated depreciation of $3,709 as of June 30, 2021 and $3,349 as of December 31, 2020 Property, plant and equipment, net $ 7,280 $ 7,641 Current lease liabilities Other current liabilities $ 997 $ 1,003 Noncurrent lease liabilities Other noncurrent liabilities $ 13,669 $ 14,172 Weighted Average Remaining Lease Term Operating leases 8.1 years 8.7 years Finance leases 10.2 years 10.7 years Weighted Average Discount Rate Operating leases 5.2 % 5.4 % Finance leases 5.7 % 5.7 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 24,784 $ 23,537 Operating cash flows from finance leases 427 454 Financing cash flows from finance leases 506 434 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2021 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 25,636 $ 910 2022 53,249 1,803 2023 51,050 1,818 2024 47,993 1,833 2025 35,577 1,879 Thereafter 150,170 11,481 Total future minimum lease payments 363,675 19,724 Less: imputed interest (77,596 ) (5,058 ) Total $ 286,079 $ 14,666 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis | Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Term Loan A due 2023 (1) $ 484,080 $ 472,394 $ 483,816 $ 480,373 Team Loan A due 2024 (1) 609,042 600,696 618,748 619,619 Term Loan B due 2024 (1) 790,606 792,831 862,856 865,311 Term Loan B due 2026 (1) 2,597,487 2,571,207 2,593,671 2,601,619 5.625% Notes due 2027 (2) 1,790,611 1,896,563 1,790,997 1,912,181 4.75% Notes due 2028 (2) 991,397 1,026,300 990,915 1,040,000 Mission Term Loan B due 2028 (1) 297,607 300,216 - - Revolving loans due 2023 (1) 59,000 57,741 327,000 323,517 (1) (2) |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Financial Information | Segment financial information is included in the following tables for the periods presented (in thousands): Three Months Ended June 30, 2021 Broadcast Other Consolidated Net revenue $ 1,108,291 $ 23,299 $ 1,131,590 Depreciation of property and equipment 35,300 4,604 39,904 Amortization of intangible assets 71,650 2,162 73,812 Income (loss) from operations 323,411 (35,083 ) 288,328 Six Months Ended June 30, 2021 Broadcast Other Consolidated Net revenue $ 2,200,666 $ 44,855 $ 2,245,521 Depreciation of property and equipment 69,330 10,042 79,372 Amortization of intangible assets 143,086 4,413 147,499 Income (loss) from operations 652,135 (78,887 ) 573,248 Three Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 891,459 $ 23,174 $ 914,633 Depreciation of property and equipment 30,316 5,454 35,770 Amortization of intangible assets 68,605 907 69,512 Income (loss) from operations 218,393 (22,140 ) 196,253 Six Months Ended June 30, 2020 Broadcast Other Consolidated Net revenue $ 1,965,475 $ 40,980 $ 2,006,455 Depreciation of property and equipment 60,091 11,085 71,176 Amortization of intangible assets 138,026 2,069 140,095 Income (loss) from operations 581,420 (80,152 ) 501,268 As of June 30, 2021 Broadcast Other Consolidated Goodwill $ 2,872,628 $ 109,897 $ 2,982,525 Assets (1) 12,053,934 1,233,703 13,287,637 As of December 31, 2020 Broadcast Other Consolidated Goodwill $ 2,874,274 $ 109,734 $ 2,984,008 Assets (1) 12,352,509 1,051,767 13,404,276 (1) |
Summary of Disaggregation of Revenue | The following tables present the disaggregation of the Company’s revenue for the periods presented (in thousands): Three Months Ended June 30, 2021 Broadcast Other Consolidated Core advertising (local and national) $ 423,458 $ - $ 423,458 Political advertising 8,511 - 8,511 Distribution 616,949 - 616,949 Digital 51,564 21,857 73,421 Other 5,369 1,442 6,811 Trade 2,440 - 2,440 Total net revenue $ 1,108,291 $ 23,299 $ 1,131,590 Six Months Ended June 30, 2021 Broadcast Other Consolidated Core advertising (local and national) $ 835,172 $ - $ 835,172 Political advertising 13,919 - 13,919 Distribution 1,238,184 - 1,238,184 Digital 98,383 41,428 139,811 Other 11,117 3,427 14,544 Trade 3,891 - 3,891 Total net revenue $ 2,200,666 $ 44,855 $ 2,245,521 Three Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 298,203 $ 37 $ 298,240 Political advertising 21,566 - 21,566 Distribution 534,652 1,892 536,544 Digital 27,134 19,527 46,661 Other 6,945 1,718 8,663 Trade 2,959 - 2,959 Total net revenue $ 891,459 $ 23,174 $ 914,633 Six Months Ended June 30, 2020 Broadcast Other Consolidated Core advertising (local and national) $ 715,581 $ 38 $ 715,619 Political advertising 76,907 - 76,907 Distribution 1,084,368 1,892 1,086,260 Digital 67,461 35,640 103,101 Other 15,405 3,410 18,815 Trade 5,753 - 5,753 Total net revenue $ 1,965,475 $ 40,980 $ 2,006,455 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Jun. 30, 2021TelevisionStationMarketState.RadioStation |
Organization And Business Operations [Line Items] | |
Number of full power television stations owned, operated, programmed or provided sales and other services | 199 |
Number of markets in which the Company's stations broadcast | Market | 116 |
Number of states in which the Company's stations broadcast | State. | 39 |
Number of full power television stations owned or operated by independent third parties | 37 |
Number of AM radio station | RadioStation | 1 |
Percentage of US television household reach | 39.00% |
TV Food Network [Member] | |
Organization And Business Operations [Line Items] | |
Ownership stake | 31.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 313,269 | $ 152,701 | |
Accounts receivable, net | 895,451 | 904,801 | |
Prepaid expenses and other current assets | 167,761 | 135,872 | |
Total current assets | 1,393,089 | 1,209,982 | |
Property and equipment, net | 1,592,146 | 1,604,881 | |
Goodwill | 2,982,525 | 2,984,008 | |
FCC licenses | 2,909,951 | 2,909,704 | |
Finite lived intangible assets, net | 2,796,200 | 2,939,201 | |
Other noncurrent assets, net | 421,963 | 422,722 | |
Total assets | [1],[2] | 13,287,637 | 13,404,276 |
Current liabilities: | |||
Current portion of debt | 33,510 | 21,429 | |
Other current liabilities | 70,430 | 78,292 | |
Total current liabilities | 638,968 | 730,888 | |
Debt | 7,586,320 | 7,646,574 | |
Deferred tax liabilities | 1,682,231 | 1,674,008 | |
Other noncurrent liabilities | 754,858 | 815,930 | |
Total liabilities | [1] | 10,662,377 | 10,867,400 |
Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 2,155,242 | 2,250,283 | |
Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 640,958 | 688,918 | |
Consolidated VIEs [Member] | |||
Current assets: | |||
Cash and cash equivalents | 10,942 | 9,066 | |
Accounts receivable, net | 28,062 | 19,800 | |
Prepaid expenses and other current assets | 9,998 | 6,726 | |
Total current assets | 49,002 | 35,592 | |
Property and equipment, net | 63,184 | 61,938 | |
Goodwill | 152,058 | 153,704 | |
FCC licenses | 204,967 | 204,720 | |
Other noncurrent assets, net | 86,762 | 78,580 | |
Total assets | 645,521 | 628,748 | |
Current liabilities: | |||
Current portion of debt | 2,250 | ||
Other current liabilities | 34,976 | 30,830 | |
Total current liabilities | 37,226 | 30,830 | |
Debt | 354,357 | 327,000 | |
Deferred tax liabilities | 32,823 | 29,433 | |
Other noncurrent liabilities | 92,508 | 82,821 | |
Total liabilities | 516,914 | 470,084 | |
Consolidated VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 89,072 | 93,466 | |
Consolidated VIEs [Member] | Other definite-lived intangible assets [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | 476 | 748 | |
Non Guarantor VIEs [Member] | |||
Current assets: | |||
Total current assets | 5,759 | 4,402 | |
Property and equipment, net | 15,560 | 16,137 | |
Goodwill | 63,795 | 63,795 | |
FCC licenses | 204,967 | 204,720 | |
Other noncurrent assets, net | 2,151 | 2,568 | |
Total assets | 322,256 | 323,193 | |
Current liabilities: | |||
Total current liabilities | 34,946 | 30,335 | |
Noncurrent liabilities | 125,331 | 112,254 | |
Total liabilities | 160,277 | 142,589 | |
Non Guarantor VIEs [Member] | Network affiliation agreements [Member] | |||
Current assets: | |||
Finite lived intangible assets, net | $ 30,024 | $ 31,571 | |
[1] | The condensed consolidated total assets as of June 30, 2021 and December 31, 2020 include certain assets held by consolidated VIEs of $322.3 million and $323.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of June 30, 2021 and December 31, 2020 include certain liabilities of consolidated VIEs of $160.3 million and $142.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. | ||
[2] | While the Company's investment in TV Food Network ($1.154 billion at June 30, 2021 and $1.302 billion at December 31, 2020) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company's disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Weighted Average Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share Basic And Diluted Other Disclosures [Abstract] | ||||
Weighted average shares outstanding - basic | 42,604 | 45,267 | 42,948 | 45,483 |
Dilutive effect of equity incentive plan instruments | 1,782 | 1,582 | 1,953 | 1,748 |
Weighted average shares outstanding - diluted | 44,386 | 46,849 | 44,901 | 47,231 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Significant Accounting Policies [Line Items] | ||||
Stock options and restricted stock units with potentially dilutive effect (in shares) | 0 | 387,000 | 0 | 193,000 |
Accounting Standards Update 2020-01 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | ||
Accounting Standards Update 2019-12 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true |
Acquisitions and Dispositions -
Acquisitions and Dispositions - 2021 Acquisitions - Additional Information (Details) - WNAC-TV [Member] $ in Millions | Jun. 17, 2021USD ($) |
Business Acquisition [Line Items] | |
Acquisition date | Jun. 17, 2021 |
Cash payment | $ 6.5 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - 2020 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Jan. 27, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Operating income | $ 288,328 | $ 196,253 | $ 573,248 | $ 501,268 | ||||
Network affiliation agreements [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Network affiliation agreements useful life | 15 years | 15 years | ||||||
Other definite-lived intangible assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average estimated useful life of intangible assets | 10 years | |||||||
KGBT-TV [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Jan. 27, 2020 | |||||||
Cash payment | $ 17,900 | |||||||
Television Station WJZY [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Mar. 2, 2020 | |||||||
Television Station WMYT [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition date | Mar. 2, 2020 | |||||||
Television Station WJZY and WMYT [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash payment | $ 45,300 | |||||||
2020 Acquisitions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue included in consolidated statements of operations and comprehensive income | $ 23,100 | |||||||
Operating income | $ 7,900 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets acquired | ||
Goodwill | $ 2,982,525 | $ 2,984,008 |
2020 Acquisitions [Member] | ||
Assets acquired | ||
Prepaid expenses and other current assets | 261 | |
Broadcast rights | 3,693 | |
Property and equipment | 18,806 | |
FCC licenses | 15,917 | |
Other intangible assets | 5,458 | |
Goodwill | 4,340 | |
Other noncurrent assets | 95 | |
Total assets acquired | 67,049 | |
Less: Broadcast rights payable | (3,691) | |
Accrued expenses and other current liabilities | (144) | |
Total asset acquired | 63,214 | |
2020 Acquisitions [Member] | Network affiliation agreements [Member] | ||
Assets acquired | ||
Other intangible assets | $ 18,479 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - 2020 Dispositions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 02, 2020 | Jan. 14, 2020 | |
Business Acquisition [Line Items] | ||||||
Gain (Loss) on sale of business | $ 14 | $ (50) | $ 2,455 | $ 7,025 | ||
Website Business [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Selling price of entities net of cash sold | $ 12,900 | |||||
Cash transferred on sale of entity | $ 2,400 | |||||
Television Stations KCPQ, KZJO and WITI [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Selling price of entities sold | $ 349,900 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 4,095,877 | $ 4,138,117 |
Accumulated Amortization | (1,299,677) | (1,198,916) |
Net | $ 2,796,200 | $ 2,939,201 |
Network affiliation agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 15 years | 15 years |
Gross | $ 3,125,147 | $ 3,125,320 |
Accumulated Amortization | (969,905) | (875,037) |
Net | 2,155,242 | 2,250,283 |
Other definite-lived intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 970,730 | 1,012,797 |
Accumulated Amortization | (329,772) | (323,879) |
Net | $ 640,958 | $ 688,918 |
Other definite-lived intangible assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 1 year | 1 year |
Other definite-lived intangible assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life, in years | 20 years | 20 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Definite-Lived Intangibles Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | ||
Remainder of 2021 | $ 146,330 | |
2022 | 283,663 | |
2023 | 281,008 | |
2024 | 279,842 | |
2025 | 275,710 | |
Thereafter | 1,529,647 | |
Net | $ 2,796,200 | $ 2,939,201 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill, FCC Licenses and Other Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, Gross | $ 3,072,344 | $ 42,500 | $ 3,116,302 |
Goodwill, Accumulated Impairment | (89,819) | (132,294) | |
Goodwill, Net | 2,982,525 | 2,984,008 | |
Goodwill Current year divestitures, Gross | (42,475) | ||
Goodwill Current year divestitures, Accumulated Impairment | 42,475 | ||
Goodwill, Measurement period adjustments, Gross | (1,483) | ||
Goodwill, Measurement period adjustments, Net | (1,483) | ||
FCC Licenses [Abstract] | |||
FCC Licenses, Gross | 2,957,361 | 2,957,114 | |
FCC Licenses, Accumulated Impairment | (47,410) | (47,410) | |
FCC Licenses, Net | 2,909,951 | $ 2,909,704 | |
FCC Licenses Current year acquisitions, Gross | 1,000 | ||
FCC Licenses Current year acquisitions, Net | 1,000 | ||
FCC Licenses, Measurement period adjustments, Gross | (753) | ||
FCC Licenses, Measurement period adjustments, Net | $ (753) |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Gross amount of goodwill | $ 3,072,344 | $ 42,500 | $ 3,116,302 |
Investments - Schedule of Inves
Investments - Schedule of Investments and Book Value Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Equity method investments | $ 1,171,843 | $ 1,321,715 |
Other equity investments | 19,920 | 12,063 |
Total investments | $ 1,191,763 | $ 1,333,778 |
Investments - Summary of Income
Investments - Summary of Income (Loss) on Equity Investments, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | ||||
Income from equity method investments, net, before amortization of basis difference | $ 64,056 | $ 48,272 | $ 130,803 | $ 99,369 |
Amortization of basis difference | (36,940) | (36,940) | (73,879) | (73,879) |
Income from equity method investments, net | $ 27,116 | $ 11,332 | $ 56,924 | $ 25,490 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Equity method investments, book value | $ 1,171,843 | $ 1,171,843 | $ 1,321,715 | ||
Basis difference related to equity method investment | 587,700 | 587,700 | 661,300 | ||
Cash distributions received | 207,383 | $ 197,092 | |||
Income from equity method investments, net, before amortization of basis difference | 64,056 | $ 48,272 | 130,803 | 99,369 | |
Amortization of basis difference (expense) | $ 36,940 | $ 36,940 | $ 73,879 | $ 73,879 | |
Tribune [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Weighted average remaining useful life of assets subjects to amortization of basis difference | 5 years | ||||
TV Food Network [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Ownership stake | 31.30% | 31.30% | |||
Ownership interest in affiliate of partnership | 68.70% | 68.70% | |||
Equity method investments, book value | $ 1,154,000 | $ 1,154,000 | $ 1,302,000 | ||
TV Food Network [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Ownership stake | 31.30% | 31.30% | |||
Cash distributions received | $ 29,700 | $ 207,400 | |||
Income from equity method investments, net, before amortization of basis difference | 65,000 | 132,500 | |||
Amortization of basis difference (expense) | $ (36,800) | $ (73,600) |
Investments - Summary of Financ
Investments - Summary of Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | $ 1,131,590 | $ 914,633 | $ 2,245,521 | $ 2,006,455 |
Costs and expenses | 843,262 | 718,380 | 1,672,273 | 1,505,187 |
Income from operations | 288,328 | 196,253 | 573,248 | 501,268 |
Net income | 199,761 | 98,141 | 398,951 | 255,835 |
Net income attributable to Nexstar Media Group, Inc. | 200,104 | 99,595 | 401,011 | 256,510 |
TV Food Network [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Net revenue | 337,129 | 307,192 | 669,762 | 627,539 |
Costs and expenses | 132,051 | 152,969 | 251,628 | 311,604 |
Income from operations | 205,078 | 154,223 | 418,133 | 315,935 |
Net income | 207,701 | 155,986 | 423,241 | 321,414 |
Net income attributable to Nexstar Media Group, Inc. | $ 64,998 | $ 48,814 | $ 132,449 | $ 100,583 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Compensation and related taxes | $ 96,707 | $ 104,133 |
Interest payable | 61,575 | 67,885 |
Network affiliation fees | 56,011 | 34,948 |
Other | 105,120 | 100,226 |
Accrued expenses | $ 319,413 | $ 307,192 |
Retirement and Postretirement_3
Retirement and Postretirement Plans - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Sep. 19, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan not frozen percent of projected benefit obligation | 2.00% | |
Qualified Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | $ 5.7 |
Retirement and Postretirement_4
Retirement and Postretirement Plans - Summary of Components of Net Periodic Benefit Cost (Credit) for Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Media General [Member] | Pension Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 1,850 | $ 2,925 | $ 3,700 | $ 5,850 |
Expected return on plan assets | (4,450) | (4,925) | (8,900) | (9,850) |
Amortization of prior service costs | 275 | 550 | ||
Net periodic benefit cost (credit) | (2,325) | (2,000) | (4,650) | (4,000) |
Media General [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3 | 5 | 5 | 10 |
Interest cost | 80 | 138 | 160 | 276 |
Amortization of prior service costs | (13) | (13) | (25) | (26) |
Amortization of net loss | 103 | 43 | 205 | 86 |
Net periodic benefit cost (credit) | 173 | 173 | 345 | 346 |
Tribune [Member] | Pension Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 307 | 248 | 613 | 496 |
Interest cost | 8,061 | 13,374 | 16,122 | 26,748 |
Expected return on plan assets | (23,578) | (22,341) | (47,156) | (44,682) |
Amortization of prior service costs | 42 | 84 | ||
Net periodic benefit cost (credit) | (15,168) | (8,719) | (30,337) | (17,438) |
Tribune [Member] | OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 12 | 33 | 24 | 66 |
Net periodic benefit cost (credit) | $ 12 | $ 33 | $ 24 | $ 66 |
Debt - Long Term Debt (Details)
Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Long term Debt [Abstract] | ||
Total outstanding principal | $ 7,688,843 | $ 7,742,557 |
Total outstanding debt | 7,619,830 | 7,668,003 |
Less: current portion | (33,510) | (21,429) |
Long-term debt, net of current portion | 7,586,320 | 7,646,574 |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan A, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 485,400 | 485,400 |
Unamortized financing costs and (discount) premium | (1,320) | (1,584) |
Nexstar [Member] | Notes Payable to Banks [Member] | Team Loan A, due September 19, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 615,135 | 625,850 |
Unamortized financing costs and (discount) premium | (6,093) | (7,102) |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due January 17, 2024 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 799,992 | 874,992 |
Unamortized financing costs and (discount) premium | (9,386) | (12,136) |
Nexstar [Member] | Notes Payable to Banks [Member] | Term Loan B, due September 18, 2026 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 2,644,316 | 2,644,315 |
Unamortized financing costs and (discount) premium | (46,829) | (50,644) |
Nexstar [Member] | Senior Subordinated Notes [Member] | 4.75% Notes, due November 1, 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 1,000,000 | 1,000,000 |
Unamortized financing costs and (discount) premium | (8,603) | (9,085) |
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 |
Nexstar [Member] | Senior Subordinated Notes [Member] | 5.625% Notes, due July 15, 2027 [Member] | ||
Long term Debt [Abstract] | ||
Unamortized financing costs and (discount) premium | 5,611 | 5,997 |
Mission [Member] | Notes Payable to Banks [Member] | Term Loan B, due June 3, 2028 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | 300,000 | |
Unamortized financing costs and (discount) premium | (2,393) | |
Mission [Member] | Revolving loans, due October 26, 2023 [Member] | ||
Long term Debt [Abstract] | ||
Total outstanding principal | $ 59,000 | $ 327,000 |
Debt - Long Term Debt (Parenthe
Debt - Long Term Debt (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 |
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] | 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 |
Mission [Member] | Notes Payable to Banks [Member] | Term Loan B, due June 3, 2028 [Member] | ||
Long term Debt [Abstract] | ||
Due date | Jun. 3, 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 | Jun. 03, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Paydown of outstanding loans | $ 353,715 | $ 470,319 | ||
Senior Secured Credit Facility [Member] | Nexstar [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum consolidated first lien net leverage ratio | 425.00% | |||
Revolving loans, due October 26, 2023 [Member] | Mission [Member] | ||||
Debt Instrument [Line Items] | ||||
Available borrowing capacity | $ 16,000 | |||
Revolving loans, due October 26, 2023 [Member] | Mission [Member] | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Oct. 26, 2023 | Oct. 26, 2023 | ||
Revolving loans, due October 26, 2023 [Member] | Nexstar [Member] | ||||
Debt Instrument [Line Items] | ||||
Available borrowing capacity | $ 349,700 | |||
Term Loan B, due June 3, 2028 [Member] | Senior Secured Credit Facility [Member] | Mission [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance | $ 300,000 | |||
Debt issued percentage | 99.50% | |||
Maturity date | Jun. 3, 2028 | |||
Frequency of periodic principal payments | quarterly | |||
Repayment of scheduled maturity of debt | $ 750 | |||
Debt instrument, first date of principal installment payments | Oct. 1, 2021 | |||
Debt instrument, last date of principal installment payments | Apr. 1, 2028 | |||
Remaining principal balance | $ 279,800 | |||
Paydown of outstanding loans | 268,000 | |||
Available borrowing capacity | $ 255,000 | |||
Term Loan B, due June 3, 2028 [Member] | Senior Secured Credit Facility [Member] | Mission [Member] | LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.50% | |||
Term Loan B, due June 3, 2028 [Member] | Senior Secured Credit Facility [Member] | Mission [Member] | LIBOR Floor [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.00% | |||
Term Loan A due 2024 [Member] | Senior Secured Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of scheduled maturity of debt | 10,700 | |||
Term Loan B due 2024 [Member] | Senior Secured Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment of principal balance under term loan | $ 75,000 | |||
4.75% Due 2028 [Member] | Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.75% | |||
5.625% Notes, due July 15, 2027 [Member] | Senior Subordinated Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 14 | $ 11.6 | $ 27.7 | $ 23.6 |
Direct Operating Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | 6.7 | 6 | 13.2 | 12.1 |
Selling General and Administrative Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expense | $ 7.3 | $ 5.6 | $ 14.5 | $ 11.5 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 1 month | |||
Leases option to extended lease term | 1 year | |||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Leases remaining lease term | 93 years | |||
Leases option to extended lease term | 99 years | |||
Leases option to terminate term | 1 year |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating leases | ||
Operating lease right-of-use assets, net | $ 295,915 | $ 282,834 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Current lease liabilities | $ 38,794 | $ 35,850 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Noncurrent lease liabilities | $ 247,285 | $ 234,208 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other noncurrent liabilities | Other noncurrent liabilities |
Finance leases | ||
Finance lease right-of-use assets, net of accumulated depreciation | $ 7,280 | $ 7,641 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Current lease liabilities | $ 997 | $ 1,003 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Noncurrent lease liabilities | $ 13,669 | $ 14,172 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other noncurrent liabilities | Other noncurrent liabilities |
Weighted Average Remaining Lease Term | ||
Operating leases | 8 years 1 month 6 days | 8 years 8 months 12 days |
Finance leases | 10 years 2 months 12 days | 10 years 8 months 12 days |
Weighted Average Discount Rate | ||
Operating leases | 5.20% | 5.40% |
Finance leases | 5.70% | 5.70% |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance lease right-of-use-assets, accumulated depreciation | $ 3,709 | $ 3,349 |
Leases - Summary of Supplemen_3
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 24,784 | $ 23,537 |
Operating cash flows from finance leases | 427 | 454 |
Financing cash flows from finance leases | $ 506 | $ 434 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 25,636 |
2022 | 53,249 |
2023 | 51,050 |
2024 | 47,993 |
2025 | 35,577 |
Thereafter | 150,170 |
Total future minimum lease payments | 363,675 |
Less: imputed interest | (77,596) |
Total | 286,079 |
Finance Leases | |
Remainder of 2021 | 910 |
2022 | 1,803 |
2023 | 1,818 |
2024 | 1,833 |
2025 | 1,879 |
Thereafter | 11,481 |
Total future minimum lease payments | 19,724 |
Less: imputed interest | (5,058) |
Total | $ 14,666 |
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 | Jun. 30, 2021 | Dec. 31, 2020 | |
Notes Payable to Banks [Member] | Term Loan A due 2023 [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 484,080 | $ 483,816 |
Notes Payable to Banks [Member] | Term Loan A due 2023 [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 472,394 | 480,373 |
Notes Payable to Banks [Member] | Term Loan A due 2024 [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 609,042 | 618,748 |
Notes Payable to Banks [Member] | Term Loan A due 2024 [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 600,696 | 619,619 |
Notes Payable to Banks [Member] | Term Loan B due 2024 [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 790,606 | 862,856 |
Notes Payable to Banks [Member] | Term Loan B due 2024 [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 792,831 | 865,311 |
Notes Payable to Banks [Member] | Term Loan B due 2026 [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 2,597,487 | 2,593,671 |
Notes Payable to Banks [Member] | Term Loan B due 2026 [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 2,571,207 | 2,601,619 |
Notes Payable to Banks [Member] | Term Loan B due 2028 [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 297,607 | |
Notes Payable to Banks [Member] | Term Loan B due 2028 [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 300,216 | |
Senior Subordinated Notes [Member] | 5.625 % Notes due 2027 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,790,611 | 1,790,997 |
Senior Subordinated Notes [Member] | 5.625 % Notes due 2027 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,896,563 | 1,912,181 |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 991,397 | 990,915 |
Senior Subordinated Notes [Member] | 4.75% Due 2028 [Member] | Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [2] | 1,026,300 | 1,040,000 |
Revolving loans [Member] | Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | 59,000 | 327,000 |
Revolving loans [Member] | Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Carrying Amount and Fair Value of Financial Instrument | [1] | $ 57,741 | $ 323,517 |
[1] | The fair value of senior secured credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market. | ||
[2] | The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted market prices are available for low volume trading of these securities. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Values and Carrying Amounts of Financial Instruments Not Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - Senior Subordinated Notes [Member] | Jun. 30, 2021 | Dec. 31, 2020 |
5.625 % Notes due 2027 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | |
4.75% Due 2028 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4.75% | |
Fair Value, Nonrecurring [Member] | 5.625 % Notes due 2027 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 5.625% | 5.625% |
Fair Value, Nonrecurring [Member] | 4.75% Due 2028 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Interest rate | 4.75% | 4.75% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jan. 27, 2021 | Sep. 01, 2020 | |
Class Of Stock [Line Items] | |||||
Purchase of treasury stock | $ 137,864 | $ 258,875 | $ 72,587 | ||
Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Authorization of share repurchase | 1,175,000 | 1,175,000 | $ 1,000,000 | $ 300,000 | |
Authorization of share repurchase, remaining available amount | $ 916,100 | $ 916,100 | |||
Treasury Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Purchase of treasury stock, shares | 926,162 | 1,734,692 | 950,000 | ||
Purchase of treasury stock | $ 137,864 | $ 258,875 | $ 72,587 | ||
Treasury Stock [Member] | Class A Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Purchase of treasury stock | $ 258,800 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 70,756 | $ 37,406 | $ 130,485 | $ 101,750 | |
Effective income tax rates | 26.20% | 27.60% | 24.60% | 28.50% | |
Income tax expense related to nondeductible goodwill written off | $ 8,100 | ||||
Decrease to effective tax rate related to nondeductible goodwill written off | 2.30% | ||||
Income tax expense related to nondeductible expenses, audit settlements | $ 6,500 | ||||
Decrease to effective tax rate related to nondeductible expense, audit settlements | 1.20% |
FCC Regulatory Matters - Additi
FCC Regulatory Matters - Additional Information (Details) | Apr. 06, 2021USD ($) | Jul. 21, 2017USD ($) | Apr. 13, 2017TelevisionStation | Apr. 30, 2020USD ($) | Nov. 30, 2017TelevisionStation | Jun. 30, 2021USD ($)TelevisionStation | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)TelevisionStation | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($)TelevisionStation | Dec. 31, 2017USD ($)TelevisionStation | Jan. 07, 2021TelevisionStation | Dec. 31, 2018USD ($)TelevisionStation |
FCC Regulatory Matters [Line Items] | |||||||||||||
Number of voices test local television ownership | TelevisionStation | 8 | 8 | |||||||||||
Maximum percentage of US television household reach | 39.00% | 39.00% | |||||||||||
Percentage reach of ultra high frequency station | 50.00% | 50.00% | |||||||||||
Effective date of reinstating the ultra high frequency discount | Jun. 15, 2017 | ||||||||||||
Date of abolishing the UHF discount | Aug. 24, 2016 | ||||||||||||
Number of stations to move to very high frequency channels | TelevisionStation | 1 | ||||||||||||
Number of stations went off the air | TelevisionStation | 1 | ||||||||||||
Number of ceased broadcasting channels | TelevisionStation | 8 | ||||||||||||
Asset and (liability) surrender value | $ 314,100,000 | ||||||||||||
Non-cash gain on relinquishment of spectrum | $ 10,791,000 | $ 10,791,000 | |||||||||||
Maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ 2,750,000,000 | ||||||||||||
Excess over maximum amount allocated by Congress for reimbursement of repack costs industry-wide | $ 2,216,000,000 | ||||||||||||
Capital expenditures related to station repack | $ 1,000,000 | 13,000,000 | 5,400,000 | 29,900,000 | |||||||||
Reimbursement from the FCC related to station repack | $ 6,926,000 | $ 25,716,000 | $ 12,341,000 | $ 38,474,000 | |||||||||
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 | 74 | 74 | |||||||||||
Consolidated VIEs [Member] | |||||||||||||
FCC Regulatory Matters [Line Items] | |||||||||||||
Number of full power stations repacked | TelevisionStation | 17 | 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 - Additional Information (Details) $ in Thousands | Jan. 22, 2019USD ($) | Jun. 28, 2016USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Proof | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 21, 2009 |
Loss Contingency, Information about Litigation Matters [Abstract] | ||||||||
Restricted cash and cash equivalents to be held | $ 16,608 | $ 16,608 | $ 16,608 | |||||
Income tax expense | 70,756 | $ 37,406 | 130,485 | $ 101,750 | ||||
Increase in deferred income tax liability | (5,816) | $ 11,580 | ||||||
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 | $ 182,000 | |||||||
Income tax penalties expense | $ 73,000 | $ 127,000 | ||||||
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 | |||||||
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% | |||||||
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 | |||||||
Financial Guarantee of Mission Debt [Member] | ||||||||
Guarantee of Mission, Marshall and Shield Debt [Abstract] | ||||||||
Maximum commitment under senior secured credit facility | 375,000 | $ 375,000 | ||||||
Commitment under senior secured credit facility at carrying value | $ 359,000 | $ 359,000 |
Segment Data - Summary of Segme
Segment Data - Summary of Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 1,131,590 | $ 914,633 | $ 2,245,521 | $ 2,006,455 | ||
Depreciation of property and equipment | 39,904 | 35,770 | 79,372 | 71,176 | ||
Amortization of intangible assets | 73,812 | 69,512 | 147,499 | 140,095 | ||
Income (loss) from operations | 288,328 | 196,253 | 573,248 | 501,268 | ||
Goodwill | 2,982,525 | 2,982,525 | $ 2,984,008 | |||
Total assets | [1],[2] | 13,287,637 | 13,287,637 | 13,404,276 | ||
Broadcast [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 1,108,291 | 891,459 | 2,200,666 | 1,965,475 | ||
Depreciation of property and equipment | 35,300 | 30,316 | 69,330 | 60,091 | ||
Amortization of intangible assets | 71,650 | 68,605 | 143,086 | 138,026 | ||
Income (loss) from operations | 323,411 | 218,393 | 652,135 | 581,420 | ||
Goodwill | 2,872,628 | 2,872,628 | 2,874,274 | |||
Total assets | [2] | 12,053,934 | 12,053,934 | 12,352,509 | ||
Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 23,299 | 23,174 | 44,855 | 40,980 | ||
Depreciation of property and equipment | 4,604 | 5,454 | 10,042 | 11,085 | ||
Amortization of intangible assets | 2,162 | 907 | 4,413 | 2,069 | ||
Income (loss) from operations | (35,083) | $ (22,140) | (78,887) | $ (80,152) | ||
Goodwill | 109,897 | 109,897 | 109,734 | |||
Total assets | [2] | $ 1,233,703 | $ 1,233,703 | $ 1,051,767 | ||
[1] | The condensed consolidated total assets as of June 30, 2021 and December 31, 2020 include certain assets held by consolidated VIEs of $322.3 million and $323.2 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of June 30, 2021 and December 31, 2020 include certain liabilities of consolidated VIEs of $160.3 million and $142.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. | |||||
[2] | While the Company's investment in TV Food Network ($1.154 billion at June 30, 2021 and $1.302 billion at December 31, 2020) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company's disclosure of Broadcast segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 5. |
Segment Data - Summary of Seg_2
Segment Data - Summary of Segment Financial Information (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Equity method investments, book value | $ 1,171,843 | $ 1,321,715 |
TV Food Network [Member] | ||
Segment Reporting Information [Line Items] | ||
Equity method investments, book value | $ 1,154,000 | $ 1,302,000 |
Segment Data - Summary of Disag
Segment Data - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 1,131,590 | $ 914,633 | $ 2,245,521 | $ 2,006,455 |
Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,108,291 | 891,459 | 2,200,666 | 1,965,475 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 23,299 | 23,174 | 44,855 | 40,980 |
Core Advertising (Local and National) [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 423,458 | 298,240 | 835,172 | 715,619 |
Core Advertising (Local and National) [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 423,458 | 298,203 | 835,172 | 715,581 |
Core Advertising (Local and National) [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 37 | 38 | ||
Political Advertising [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,511 | 21,566 | 13,919 | 76,907 |
Political Advertising [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 8,511 | 21,566 | 13,919 | 76,907 |
Distribution [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 616,949 | 536,544 | 1,238,184 | 1,086,260 |
Distribution [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 616,949 | 534,652 | 1,238,184 | 1,084,368 |
Distribution [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,892 | 1,892 | ||
Digital [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 73,421 | 46,661 | 139,811 | 103,101 |
Digital [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 51,564 | 27,134 | 98,383 | 67,461 |
Digital [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 21,857 | 19,527 | 41,428 | 35,640 |
Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 6,811 | 8,663 | 14,544 | 18,815 |
Other [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 5,369 | 6,945 | 11,117 | 15,405 |
Other [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,442 | 1,718 | 3,427 | 3,410 |
Trade [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 2,440 | 2,959 | 3,891 | 5,753 |
Trade [Member] | Broadcast [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 2,440 | $ 2,959 | $ 3,891 | $ 5,753 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) - Revenue [Member] - Customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Number of major customers | 2 | 3 | 2 | 3 |
Customer 1 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration of risk, percentage | 12.00% | 14.00% | 12.00% | 13.00% |
Customer 2 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration of risk, percentage | 13.00% | 14.00% | 13.00% | 13.00% |
Customer 3 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration of risk, percentage | 12.00% | 11.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 28, 2021 | Jul. 06, 2021 | Jul. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.70 | $ 0.56 | $ 1.40 | $ 1.12 | |||
Purchase of treasury stock | $ 137,864,000 | $ 258,875,000 | $ 72,587,000 | ||||
Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Authorization of share repurchase, remaining available amount | $ 916,100,000 | $ 916,100,000 | |||||
Treasury Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of treasury stock, shares | 926,162 | 1,734,692 | 950,000 | ||||
Purchase of treasury stock | $ 137,864,000 | $ 258,875,000 | $ 72,587,000 | ||||
Treasury Stock [Member] | Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of treasury stock | $ 258,800,000 | ||||||
Subsequent Event [Member] | Term Loan B due 2024 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Prepayment of principal balance under term loan | $ 75,000,000 | ||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared per common share | $ 0.70 | ||||||
Dividends, date declared | Jul. 28, 2021 | ||||||
Dividends, date payable | Aug. 27, 2021 | ||||||
Dividends, date of record | Aug. 13, 2021 | ||||||
Authorization of share repurchase, remaining available amount | $ 863,600,000 | ||||||
Subsequent Event [Member] | Treasury Stock [Member] | Class A Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of treasury stock, shares | 360,270 | ||||||
Purchase of treasury stock | $ 52,500,000 | ||||||
Subsequent Event [Member] | KSHV [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition, description | On July 6, 2021, Nexstar also exercised its options to acquire KSHV, the full power television station in the Shreveport, Louisiana market and KTPN-LD, the low power television station in the Tyler-Longview, Texas market from White Knight. The purchase price for each White Knight station (to be funded through cash on hand prior to closing) is equal to the greater of (i) six times the station’s net income, as defined in the option agreement, or (ii) $100,000. | ||||||
Business combination, purchase price for each station | $ 100,000 | ||||||
Subsequent Event [Member] | KGBT-TV [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition, description | On July 6, 2021, Nexstar exercised its options to acquire KGBT-TV, the full power television station in the Harlingen-Weslaco-Brownsville-McAllen, Texas market, KJBO-LP, the low power television station in the Wichita Falls, Texas market, and KCPN-LP, the low power television station in the Amarillo, Texas market from Mission. The purchase price for each Mission station (to be funded through cash on hand prior to closing) is equal to the greater of (i) seven times the station’s cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreement, or (ii) the amount of its indebtedness. |