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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nexstar Media Group Inc | NASDAQ:NXST | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.90 | 1.15% | 166.195 | 166.03 | 166.28 | 168.355 | 165.805 | 166.73 | 42,285 | 15:41:07 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 |
||
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
|
||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
||
Date of report: (Date of earliest event reported): December 1, 2014
|
||
Nexstar Broadcasting Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) |
||
Delaware
(State or other jurisdiction of incorporation) |
000-50478
(Commission File Number) |
23-3083125
(IRS Employer Identification No.) |
545 E. John Carpenter Freeway, Suite 700
Irving, Texas 75062 (Address of Principal Executive Offices, including Zip Code) |
||
(972) 373-8800
(Registrant's Telephone Number, Including Area Code) |
||
N/A
(Former Name or Former Address, if Changed Since Last Report) ______________________________
|
||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
Description
|
|
99.1
|
Unaudited Pro Forma Combined Financial Data
|
|
99.2
|
Grant Company, Inc.'s audited consolidated financial statements as of and for the years ended December 31, 2013 and 2012 and unaudited condensed financial statements as of September 30, 2014 and December 31, 2013 and for the nine months ended September 30, 2014 and 2013 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on January 21, 2015)
|
|
99.3
|
Audited financial statements of Internet Broadcasting Systems, Inc. as of and for the years ended December 31, 2013 and 2012 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
|
99.4
|
Unaudited condensed financial statements of Internet Broadcasting Systems, Inc. as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
|
99.5
|
Unaudited pro forma combined financial information as of and for the three months ended March 31, 2014 and for the year ended December 31, 2013 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
|
NEXSTAR BROADCASTING GROUP, INC. | |
|
|
|
|
|
|
|
By: | /s/ Thomas E. Carter |
Date: February 13, 2015 | Name: | Thomas E. Carter |
|
Title: | Chief Financial Officer(Principal Financial Officer) |
|
|
|
Exhibit No.
|
Description
|
|
99.1
|
Unaudited Pro Forma Combined Financial Data
|
|
99.2
|
Grant Company, Inc.'s audited consolidated financial statements as of and for the years ended December 31, 2013 and 2012 and unaudited condensed financial statements as of September 30, 2014 and December 31, 2013 and for the nine months ended September 30, 2014 and 2013 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on January 21, 2015)
|
|
99.3
|
Audited financial statements of Internet Broadcasting Systems, Inc. as of and for the years ended December 31, 2013 and 2012 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
|
99.4
|
Unaudited condensed financial statements of Internet Broadcasting Systems, Inc. as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
|
99.5
|
Unaudited pro forma combined financial information as of and for the three months ended March 31, 2014 and for the year ended December 31, 2013 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed by Nexstar Broadcasting Group, Inc. on June 16, 2014)
|
Historical | Pro Forma Adjustments | |||||||||||||||||||||
Grant
|
Financing
|
Pro Forma
|
||||||||||||||||||||
Nexstar
|
Grant
|
Acquisition
|
Transactions
|
Combined
|
||||||||||||||||||
ASSETS
|
||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||
Cash and cash equivalents
|
$
|
68,676
|
$
|
3,836
|
$
|
(84,364
|
)
|
(a)
|
$
|
82,968
|
(a)
|
$
|
71,116
|
|||||||||
Accounts receivable, net
|
109,017
|
6,688
|
-
|
-
|
115,705
|
|||||||||||||||||
Deferred tax assets
|
38,585
|
2,187
|
(979
|
)
|
(b)
|
-
|
39,793
|
|||||||||||||||
Prepaid expenses and other current assets
|
13,847
|
3,247
|
1,096
|
(c)
|
-
|
18,190
|
||||||||||||||||
Total current assets
|
230,125
|
15,958
|
(84,247
|
)
|
82,968
|
244,804
|
||||||||||||||||
Property and equipment, net
|
215,594
|
5,202
|
17,770
|
(d)(c)
|
-
|
238,566
|
||||||||||||||||
Goodwill
|
214,453
|
139
|
40,590
|
(d)
|
-
|
255,182
|
||||||||||||||||
FCC licenses
|
296,509
|
4,397
|
21,135
|
(d)
|
-
|
322,041
|
||||||||||||||||
Other intangible assets, net
|
170,567
|
-
|
30,714
|
(d)
|
-
|
201,281
|
||||||||||||||||
Deferred tax assets
|
12,501
|
-
|
(12,501
|
)
|
(b)
|
-
|
-
|
|||||||||||||||
Other noncurrent assets, net
|
80,342
|
5,724
|
(8,664
|
)
|
(e)(c)(g)
|
631
|
(j)
|
78,033
|
||||||||||||||
Total assets
|
$
|
1,220,091
|
$
|
31,420
|
$
|
4,797
|
$
|
83,599
|
$
|
1,339,907
|
||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||
Current portion of debt
|
$
|
7,460
|
$
|
1,462
|
$
|
(1,462
|
)
|
(g)
|
4,158
|
(f)
|
$
|
11,618
|
||||||||||
Accounts payable and accrued expenses
|
38,741
|
5,525
|
-
|
-
|
44,266
|
|||||||||||||||||
Interest payable
|
13,939
|
-
|
-
|
-
|
13,939
|
|||||||||||||||||
Income tax payable
|
-
|
-
|
5,891
|
(h)
|
-
|
5,891
|
||||||||||||||||
Deferred tax liabilities
|
-
|
2,778
|
6,933
|
(b)
|
-
|
9,711
|
||||||||||||||||
Other current liabilities
|
22,205
|
3,304
|
1,155
|
(c)
|
-
|
26,664
|
||||||||||||||||
Total current liabilities
|
82,345
|
13,069
|
12,517
|
4,158
|
112,089
|
|||||||||||||||||
Debt
|
1,079,980
|
10,301
|
(10,301
|
)
|
(g)
|
79,740
|
(f)
|
1,159,720
|
||||||||||||||
Other noncurrent liabilities
|
35,567
|
8,952
|
1,934
|
(c)(g)
|
-
|
46,453
|
||||||||||||||||
Total liabilities
|
1,197,892
|
32,322
|
4,150
|
83,898
|
1,318,262
|
|||||||||||||||||
Commitments and contingencies
|
||||||||||||||||||||||
Stockholders' equity (deficit):
|
||||||||||||||||||||||
Preferred stock
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Common stock
|
309
|
-
|
-
|
-
|
309
|
|||||||||||||||||
Owners' Equity
|
-
|
(902
|
)
|
902
|
(g)
|
-
|
-
|
|||||||||||||||
Additional paid-in capital
|
394,543
|
-
|
-
|
-
|
394,543
|
|||||||||||||||||
Accumulated deficit
|
(376,653
|
)
|
-
|
(255
|
)
|
(i)
|
(299
|
)
|
(i)
|
(377,207
|
)
|
|||||||||||
Total Nexstar stockholders' equity (deficit)
|
18,199
|
(902
|
)
|
647
|
(299
|
)
|
17,645
|
|||||||||||||||
Noncontrolling interests in consolidated variable interest entities
|
4,000
|
-
|
-
|
-
|
4,000
|
|||||||||||||||||
Total stockholders' equity (deficit)
|
22,199
|
(902
|
)
|
647
|
(299
|
)
|
21,645
|
|||||||||||||||
Total liabilities and stockholders' equity (deficit).................................
|
$
|
1,220,091
|
$
|
31,420
|
$
|
4,797
|
$
|
83,599
|
$
|
1,339,907
|
Pro Forma Adj
|
|||||||||||||||||||||
Historical
|
IBS ProForma
|
Historical
|
Grant
|
Pro Forma
|
|||||||||||||||||
Nexstar
|
Impact
|
Grant
|
Acquisition
|
Combined
|
|||||||||||||||||
Net revenue
|
$
|
438,507
|
$
|
5,450
|
$
|
31,431
|
$
|
-
|
$
|
475,388
|
|||||||||||
Operating expenses:
|
|||||||||||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
135,501
|
4,106
|
14,088
|
(2,231
|
)
|
(p)
|
151,464
|
||||||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
128,488
|
1,039
|
8,383
|
(325
|
)
|
(o)
|
137,585
|
||||||||||||||
Amortization of broadcast rights
|
25,683
|
-
|
1,730
|
2,231
|
(p)
|
29,644
|
|||||||||||||||
Amortization of intangible assets
|
18,697
|
538
|
-
|
1,860
|
(k)
|
21,095
|
|||||||||||||||
Depreciation
|
25,800
|
133
|
1,027
|
147
|
(k)
|
27,107
|
|||||||||||||||
Total operating expenses
|
334,169
|
5,816
|
25,228
|
1,682
|
366,895
|
||||||||||||||||
Income from operations
|
104,338
|
(366
|
)
|
6,203
|
(1,682
|
)
|
108,493
|
||||||||||||||
Interest expense, net
|
(46,039
|
)
|
-
|
(329
|
)
|
(1,290
|
)
|
(l)
|
(47,658
|
)
|
|||||||||||
Loss on extinguishment of debt
|
(71
|
)
|
-
|
-
|
-
|
(71
|
)
|
||||||||||||||
Other expenses
|
(427
|
)
|
15
|
-
|
-
|
(412
|
)
|
||||||||||||||
Income (loss) before income taxes
|
57,801
|
(351
|
)
|
5,874
|
(2,972
|
)
|
60,352
|
||||||||||||||
Income tax (expense) benefit
|
(24,100
|
)
|
145
|
(2,248
|
)
|
1,191
|
(m)
|
(25,012
|
)
|
||||||||||||
Net income (loss)
|
33,701
|
(206
|
)
|
3,626
|
(1,781
|
)
|
35,340
|
||||||||||||||
Net income attributable to noncontrolling interests
|
-
|
-
|
-
|
(716
|
)
|
(n)
|
(716
|
)
|
|||||||||||||
Net income (loss) attributable to Nexstar
|
$
|
33,701
|
$
|
(206
|
)
|
$
|
3,626
|
$
|
(2,497
|
)
|
$
|
34,624
|
|||||||||
Net income per common share attributable to Nexstar:
|
|||||||||||||||||||||
Basic
|
$
|
1.10
|
$
|
1.13
|
|||||||||||||||||
Diluted
|
$
|
1.05
|
$
|
1.08
|
|||||||||||||||||
Weighted average number of common shares outstanding:
|
|||||||||||||||||||||
Basic
|
30,711
|
30,711
|
|||||||||||||||||||
Diluted
|
31,970
|
31,970
|
Pro Forma Adj
|
|||||||||||||||||||||
Historical
|
IBS ProForma
|
Historical
|
Grant
|
Pro Forma
|
|||||||||||||||||
Nexstar
|
Impact
|
Grant
|
Acquisition
|
Combined
|
|||||||||||||||||
Net revenue
|
$
|
502,330
|
$
|
19,904
|
$
|
42,066
|
$
|
-
|
$
|
564,300
|
|||||||||||
Operating expenses:
|
|||||||||||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
147,711
|
15,223
|
18,507
|
(3,055
|
)
|
(p)
|
178,386
|
||||||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
152,213
|
4,811
|
8,683
|
(726
|
)
|
(o)
|
164,981
|
||||||||||||||
Amortization of broadcast rights
|
35,439
|
-
|
2,305
|
3,055
|
(p)
|
40,799
|
|||||||||||||||
Amortization of intangible assets
|
30,148
|
2,132
|
-
|
3,577
|
(k)
|
35,857
|
|||||||||||||||
Depreciation
|
33,578
|
533
|
1,383
|
215
|
(k)
|
35,709
|
|||||||||||||||
Total operating expenses
|
399,089
|
22,699
|
30,878
|
3,066
|
455,732
|
||||||||||||||||
Income (loss) from operations
|
103,241
|
(2,795
|
)
|
11,188
|
(3,066
|
)
|
108,568
|
||||||||||||||
Interest expense, net
|
(66,243
|
)
|
(34
|
)
|
(844
|
)
|
(1,420
|
)
|
(l)
|
(68,541
|
)
|
||||||||||
Loss on extinguishment of debt
|
(34,724
|
)
|
-
|
-
|
-
|
(34,724
|
)
|
||||||||||||||
Other expenses
|
(1,459
|
)
|
(74
|
)
|
-
|
-
|
(1,533
|
)
|
|||||||||||||
Income (loss) before income taxes
|
815
|
(2,903
|
)
|
10,344
|
(4,486
|
)
|
3,770
|
||||||||||||||
Income tax (expense) benefit
|
(2,600
|
)
|
1,054
|
(3,943
|
)
|
1,797
|
(m)
|
(3,692
|
)
|
||||||||||||
Net (loss) income
|
(1,785
|
)
|
(1,849
|
)
|
6,401
|
(2,689
|
)
|
78
|
|||||||||||||
Net income attributable to noncontrolling interests
|
-
|
-
|
-
|
(550
|
)
|
(n)
|
(550
|
)
|
|||||||||||||
Net (loss) income attributable to Nexstar
|
$
|
(1,785
|
)
|
$
|
(1,849
|
)
|
$
|
6,401
|
$
|
(3,239
|
)
|
$
|
(472
|
)
|
|||||||
Net loss per common share attributable to Nexstar:
|
|||||||||||||||||||||
Basic
|
$
|
(0.06
|
)
|
$
|
(0.02
|
)
|
|||||||||||||||
Diluted
|
$
|
(0.06
|
)
|
$
|
(0.02
|
)
|
|||||||||||||||
Weighted average number of common shares outstanding:
|
|||||||||||||||||||||
Basic
|
29,897
|
29,897
|
|||||||||||||||||||
Diluted
|
29,897
|
29,897
|
Cash
|
$
|
3,836
|
||
Accounts Receivable
|
6,688
|
|||
Broadcast rights
|
9,213
|
|||
Property and equipment
|
22,972
|
|||
FCC licenses
|
25,532
|
|||
Other intangible assets
|
30,714
|
|||
Other assets
|
689
|
|||
Goodwill
|
40,729
|
|||
Accounts payable and accrued expenses
|
(5,525
|
)
|
||
Income taxes payable
|
(5,891
|
)
|
||
Contract liabilities
|
(5,008
|
)
|
||
Broadcast rights payable
|
(10,337
|
)
|
||
Deferred tax liabilities, net
|
(21,004
|
)
|
||
Net assets acquired
|
$
|
92,608
|
(a)
|
Adjustments include the following cash transactions (in thousands):
|
Grant Acquisition
|
Financing Transactions
|
|||||||
Purchase price, net of previous deposit payments
|
$
|
(79,000
|
)
|
$
|
-
|
|||
Adjustments to purchase price for working capital
|
(5,108
|
)
|
-
|
|||||
Funding received from senior secured credit facilities
|
-
|
84,108
|
||||||
Estimated related banking, legal and professional fees not paid as of September 30, 2014
|
(256
|
)
|
(1,140
|
)
|
||||
Total Adjustments
|
$
|
(84,364
|
)
|
$
|
82,968
|
(b)
|
Represents the estimated initial value of deferred tax items recorded related to the acquisition. Primarily relates to adjustments to fair values for book purposes that are not recognized for tax purposes, as well as acquired NOL values.
|
(c)
|
Represents the estimated difference between the fair values of broadcast rights assets and liabilities acquired and their historical book values, including an adjustment to exclude first-run programming rights from the Grant historical financial statements, to conform to our accounting policies. Also includes the recognition of $0.3 million of other current liabilities and $4.7 million of other long-term liabilities related to contract liabilities capitalized upon acquisition.
|
(d)
|
Represents the estimated difference between the fair values of assets acquired and their historical book values.
|
(e)
|
Represents the deposit of $8.5 million previously paid for the Grant Acquisition.
|
(f)
|
Represents the proceeds of debt drawn to finance the Grant Acquisition.
|
(g)
|
Relates to amounts recorded in the historical financial statements of Grant that were not acquired by the Company. These primarily relate to debt repaid upon the acquisitions or equity of the prior owners. Included in Grant historical other noncurrent assets, net was $0.8 million of debt financing costs for debt repaid prior to acquisition and in Grant historical other noncurrent liabilities was $3.7 million of accrued incentive compensation, which was settled prior to acquisition.
|
(h)
|
Represents the estimated tax payable related to the sale of KLJB to Marshall, offset by the usage of acquired NOLs.
|
(i)
|
Represents professional and legal expenses to be expensed related to the acquisitions and the financing transactions.
|
(j)
|
Represents professional and legal expenses recorded as deferred financing costs related to the financing transactions.
|
(k)
|
Represents adjustments to depreciation and amortization of assets acquired due to changes in the fair values of the related assets.
|
(l)
|
Represents the additional interest expense from the debt drawn to finance the acquisition, including amortization of deferred financing costs and discounts, less amounts included in the historical financial statements of Grant. The impact of a 1/8% increase or decrease in LIBOR would result in a $16 thousand change in the annual interest expense presented.
|
(m)
|
Represents the tax impact at blended statutory rates of the pro forma adjustments, as discussed above.
|
(n)
|
Represents the net income attributable to the owners of Marshall.
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(o)
|
Represents legal and professional fees incurred related to the Pro Forma Transactions recorded in the historical financial statements of the Company and Grant.
|
(p)
|
Represents a reclassification of the barter program rights amortization of Grant, which was recorded in direct operating expenses in Grant's historical financial statements, to be consistent with our presentation in amortization of broadcast rights.
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1 Year Nexstar Media Chart |
1 Month Nexstar Media Chart |
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