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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 | |
---|---|---|---|---|---|---|---|---|---|---|
2.26 | 1.38% | 166.56 | 163.22 | 172.19 | 168.355 | 165.48 | 166.73 | 272,399 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2013
|
OR
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
for the transition period from
to
.
|
Delaware
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23-3083125
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(State of Organization or Incorporation)
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(I.R.S. Employer Identification No.)
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545 E. John Carpenter Freeway, Suite 700, Irving, Texas
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75062
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 373-8800
|
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(Registrant’s Telephone Number, Including Area Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value per share
|
NASDAQ Global Market
|
Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
|
||
PART I
|
||
ITEM 1.
|
Business
|
2
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ITEM 1A.
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Risk Factors
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18
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ITEM 1B.
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Unresolved Staff Comments
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28
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ITEM 2.
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Properties
|
29
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ITEM 3.
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Legal Proceedings
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35
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ITEM 4.
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Mine Safety Disclosures
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35
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PART II
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||
ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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35
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ITEM 6.
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Selected Financial Data
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37
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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39
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ITEM 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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57
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ITEM 8.
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Financial Statements and Supplementary Data
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57
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ITEM 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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57
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ITEM 9A.
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Controls and Procedures
|
58
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ITEM 9B.
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Other Information
|
58
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PART III
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||
ITEM 10.
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Directors, Executive Officers and Corporate Governance
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59
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ITEM 11.
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Executive Compensation
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59
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
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59
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ITEM 13.
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Certain Relationships and Related Transactions, and Director Independence
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59
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ITEM 14.
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Principal Accountant Fees and Services
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59
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PART IV
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||
ITEM 15.
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Exhibits and Financial Statement Schedules
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59
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Index to Financial Statements
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F-1
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Index to Exhibits
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E-1
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Item 1.
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Business
|
Market
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Market Rank
|
Station
|
Affiliation
|
|||
Nexstar:
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||||||
Harlingen-Weslaco-Brownsville-McAllen, TX
|
86
|
KVEO
|
NBC/Estrella
|
|||
Waco-Temple-Bryan, TX
|
88
|
KWKT
|
FOX/MyNetworkTV /Estrella
|
|||
KYLE
|
FOX/MyNetworkTV /Estrella
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|||||
El Paso, TX
|
91
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KTSM
|
NBC/Estrella
|
|||
Baton Rouge, LA
|
94
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WGMB
|
FOX
|
|||
WBRL-CD
|
The CW
|
|||||
Tyler-Longview, TX
|
107
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KETK
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NBC/Estrella
|
|||
Lafayette, LA
|
124
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KADN
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FOX
|
|||
KLAF-LD
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MyNetworkTV
|
|||||
Alexandria, LA
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179
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WNTZ
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FOX/MyNetworkTV
|
|||
Mission:
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||||||
Shreveport, LA
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83
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KMSS
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FOX
|
|||
Baton Rouge, LA
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94
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WVLA
KZUP-CD
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NBC
RTV
|
|||
Tyler-Longview, TX
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107
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KFXK
KFXL-LD
KLPN-LD
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FOX
FOX
MyNetworkTV
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|||
Odessa-Midland, TX
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152
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KPEJ
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FOX/Estrella
|
|||
Rocky Creek:
|
||||||
Shreveport, LA
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83
|
KSHV
|
MyNetworkTV
|
|||
Evansville, IN
|
104
|
WEVV
|
CBS/FOX/ MyNetworkTV
|
Market
Rank
(1)
|
Market
|
Station
|
Affiliation
|
Status
(2)
|
Commercial
Stations in
Market
(3)
|
FCC License
Expiration
Date
|
|
8
|
Washington, DC/
Hagerstown, MD
|
WHAG
|
NBC
|
O&O
|
(4)
|
(5)
|
|
33
|
Salt Lake City, UT
|
KTVX
(14)
|
ABC
|
O&O
|
15
|
10/1/14
|
|
KUCW
|
The CW
|
O&O
|
10/1/14
|
||||
43
|
Harrisburg-Lancaster-
Lebanon-York, PA
|
WLYH
|
The CW
|
O&O
(6)
|
6
|
(5)
|
|
48
|
Jacksonville, FL
|
WCWJ/
WCWJ-D-2
|
The CW/
Bounce TV
|
O&O
|
7
|
(5)
|
|
50
|
Memphis, TN
|
WATN
|
ABC
|
O&O
|
6
|
8/1/21
|
|
WLMT/
WLMT-D-2
|
The CW/
MyNetworkTV
|
O&O
|
(5)
|
||||
54
|
Wilkes Barre-Scranton, PA
|
WBRE
|
NBC
|
O&O
|
7
|
(5)
|
|
WYOU
|
CBS
|
LSA
(7)
|
(5)
|
Market
Rank
(1)
|
Market
|
Station
|
Affiliation
|
Status
(2)
|
Commercial
Stations in
Market
(3)
|
FCC License
Expiration
Date
|
|
55
|
Fresno-Visalia, CA
|
KSEE/
KSEE-D-2
|
NBC/
LATV
|
O&O
|
10
|
12/1/14
|
|
KGPE
|
CBS
|
O&O
|
12/1/14
|
||||
56
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Little Rock-Pine Bluff, AR
|
KARK
|
NBC
|
O&O
|
7
|
(5)
|
|
KARZ/
KARZ-D-2
|
MyNetworkTV/
Bounce TV
|
O&O
|
(5)
|
||||
KLRT
|
FOX
|
LSA
(7)
|
(5)
|
||||
KASN
|
The CW
|
LSA
(7)
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(5)
|
||||
70
|
Green Bay-Appleton, WI
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WFRV
|
CBS
|
O&O
|
6
|
(5)
|
|
72
|
Des Moines-Ames, IA
|
WOI/
WOI-D-2
(11)
|
ABC/
LiveWell
|
LSA
(11)
|
7
|
(5)
|
|
75
|
Springfield, MO
|
KOLR
|
CBS
|
LSA
(7)
|
5
|
(5)
|
|
KOZL
|
Independent
|
O&O
|
(5)
|
||||
78
|
Rochester, NY
|
WROC/
WROC-D-2
|
CBS/
Bounce TV
|
O&O
|
4
|
(5)
|
|
WUHF
|
FOX
|
LSA
(16)
|
(16)
|
||||
82
|
Shreveport, LA
|
KTAL
|
NBC
|
O&O
|
6
|
8/1/14
|
|
84
|
Champaign-Springfield-
|
WCIA
|
CBS
|
O&O
|
8
|
(5)
|
|
Decatur, IL
|
WCIX
|
MyNetworkTV
|
O&O
|
(5)
|
|||
85
|
Syracuse, NY
|
WSYR/
WSYR-D-2
(12)
|
ABC/
Me-TV
|
O&O
|
6
|
6/1/15
|
|
98
|
Burlington-Plattsburgh, VT
|
WFFF
|
FOX
|
O&O
|
6
|
4/1/2015
|
|
WVNY
|
ABC
|
LSA
(7)
|
4/1/2015
|
||||
100
|
Davenport-Rock Island-
Moline, IL
|
WHBF/
WHBF-D-2
(11)
|
CBS/
LiveWell
|
LSA
(11)
|
5
|
(5)
|
|
101
|
Ft. Smith-Fayetteville-
|
KFTA
|
FOX/NBC
|
O&O
|
6
|
(5)
|
|
Springdale-Rogers, AR
|
KNWA
|
NBC/FOX
|
O&O
|
(5)
|
|||
103
|
Johnstown-Altoona, PA
|
WTAJ
|
CBS
|
O&O
|
4
|
(5)
|
|
104
|
Evansville, IN
|
WEHT
|
ABC
|
O&O
|
4
|
(5)
|
|
WTVW
(12)
|
The CW
(9)
|
LSA
(7)
|
(5)
|
||||
109
|
Ft. Wayne, IND
|
WFFT
(12)
|
FOX
(10)
|
O&O
|
4
|
(5)
|
|
117
|
Peoria-Bloomington, IL
|
WMBD/
WMBD-D-2
|
CBS/
Bounce TV
|
O&O
|
5
|
(5)
|
|
WYZZ
|
FOX
|
LSA
(8)
|
(5)
|
||||
127
|
Bakersfield, CA
|
KGET/
KGET-D-2
|
NBC/
The CW
|
O&O
|
4
|
12/1/14
|
|
KKEY-LP
|
Telemundo
|
O&O
|
12/1/14
|
||||
130
|
Amarillo, TX
|
KAMR
|
NBC
|
O&O
|
6
|
(5)
|
|
KCIT
|
FOX
|
LSA
(7)
|
(5)
|
||||
KCPN-LP
|
MyNetworkTV
|
LSA
(7)
|
(5)
|
||||
136
|
Rockford, IL
|
WQRF/
WQRF-D-2
|
FOX/
Bounce TV
|
O&O
|
4
|
(5)
|
|
WTVO/
WTVO-D-2
|
ABC/
MyNetworkTV
|
LSA
(7)
|
(5)
|
||||
137
|
Monroe, LA-
El Dorado, AR
|
KARD/
KARD-D-2
|
FOX/
Bounce TV
|
O&O
|
4
|
(5)
|
|
KTVE
|
NBC
|
LSA
(7)
|
(5)
|
Market
Rank
(1)
|
Market
|
Station
|
Affiliation
|
Status
(2)
|
Commercial
Stations in
Market
(3)
|
FCC License
Expiration
Date
|
|
143
|
Lubbock, TX
|
KLBK
|
CBS
|
O&O
|
5
|
(5)
|
|
KAMC/
KAMC-D-2
(15)
|
ABC/
Bounce TV
|
LSA
(7)
|
(5)
|
||||
144
|
Wichita Falls, TX-
|
KFDX
|
NBC
|
O&O
|
4
|
(5)
|
|
Lawton, OK
|
KJTL/
KJTL-D-2
(15)
|
FOX/
Bounce TV
|
LSA
(7)
|
(5)
|
|||
KJBO-LP
|
MyNetworkTV
|
LSA
(7)
|
(5)
|
||||
147
|
Sioux City, IA
|
KCAU/
KCAU-D-2
(11)
|
ABC/
LiveWell
|
LSA
(11)
|
4
|
(5)
|
|
149
|
Erie, PA
|
WJET
|
ABC
|
O&O
|
4
|
(5)
|
|
WFXP
|
FOX
|
LSA
(7)
|
(5)
|
||||
150
|
Odessa-Midland, TX
|
KMID
|
ABC
|
O&O
|
7
|
(5)
|
|
152
|
Joplin, MO-Pittsburg, KS
|
KSNF
|
NBC
|
O&O
|
4
|
(5)
|
|
KODE
|
ABC
|
LSA
(7)
|
(5)
|
||||
155
|
Terre Haute, IN
|
WTWO
|
NBC
|
O&O
|
3
|
(5)
|
|
WAWV
|
ABC
|
LSA
(7)
|
(5)
|
||||
159
|
Binghamton, NY
|
WBGH
|
NBC
|
O&O
|
3
|
6/1/15
|
|
WIVT
|
ABC
|
O&O
|
6/1/15
|
||||
165
|
Abilene-Sweetwater, TX
|
KTAB
(13)
|
CBS
|
O&O
|
4
|
(5)
|
|
KRBC/
KRBC-D-2
(15)
|
NBC/
Bounce TV
|
LSA
(7)
|
(5)
|
||||
168
|
Billings, MT
|
KSVI
|
ABC
|
O&O
|
5
|
(5)
|
|
KHMT
|
FOX
|
LSA
(7)
|
(5)
|
||||
171
|
Utica, NY
|
WFXV
|
FOX
|
O&O
|
3
|
(5)
|
|
WPNY-LP
|
MyNetworkTV
|
O&O
|
(5)
|
||||
WUTR
|
ABC
|
LSA
(7)
|
(5)
|
||||
172
|
Dothan, AL
|
WDHN
|
ABC
|
O&O
|
3
|
(5)
|
|
174
|
Elmira, NY
|
WETM
|
NBC
|
O&O
|
3
|
6/1/15
|
|
176
|
Watertown, NY
|
WWTI/
WWTI-D-2
|
ABC/
The CW
|
O&O
|
2
|
6/1/15
|
|
177
|
Jackson, TN
|
WJKT
|
FOX
|
O&O
|
2
|
(5)
|
|
180
|
Marquette, MI
|
WJMN
|
CBS
|
O&O
|
6
|
(5)
|
|
198
|
San Angelo, TX
|
KSAN
|
NBC
|
LSA
(7)
|
3
|
(5)
|
|
KLST
|
CBS
|
O&O
|
(5)
|
||||
200
|
St. Joseph, MO
|
KQTV
|
ABC
|
O&O
|
1
|
(5)
|
(1)
|
Market rank refers to ranking the size of the Designated Market Area (“DMA”) in which the station is located in relation to other DMAs. Source:
Investing in Television Market Report 2013 4th Edition
, as published by BIA Financial Network, Inc.
|
(2)
|
O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by independent third parties. Local service agreements include time brokerage agreements, shared services agreements, joint sales agreements and outsourcing agreements. For further information regarding the LSAs to which we are party, see Note 2 to our Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K.
|
(3)
|
The term “commercial station” means a television broadcast station and excludes non-commercial stations and religious stations, cable program services or networks. Source:
Investing in Television Market Report 2013 4th Edition,
as published by BIA Financial Network, Inc.
|
(4)
|
Although WHAG is located within the Washington, DC DMA, its signal does not reach the entire Washington, DC metropolitan area. WHAG serves the Hagerstown, MD sub-market within the DMA.
|
(5)
|
Application for renewal of license was submitted timely to the FCC. Under the FCC’s rules, a license expiration date automatically is extended pending review of and action on the renewal application by the FCC.
|
(6)
|
Although Nexstar owns WLYH, this station is programmed by Sinclair Broadcast Group, Inc. pursuant to a time brokerage agreement.
|
(7)
|
These stations are owned by Mission.
|
(8)
|
On November 22, 2013, Cunningham Broadcasting Corporation acquired the assets of WYZZ from Sinclair Broadcasting Group, Inc. and became the successor to the outsourcing agreement with Nexstar. Effective January 1, 2014, the outsourcing agreement for WYZZ was extended through December 31, 2017.
|
(9)
|
On January 31, 2013, WTVW became an affiliate of The CW.
|
(10)
|
On March 31, 2013, WFFT became an affiliate of FOX.
|
(11)
|
On September 16, 2013, Nexstar entered into definite agreements to acquire the stations which are projected to close during the first quarter of 2014. These stations are currently programmed by Nexstar pursuant to a time brokerage agreement. On January 1, 2014, the affiliation of WHBF-D-2 with LiveWell was terminated. The affiliation agreement of KCAU-D-2 and WOI-D-2 with LiveWell was extended to January 16, 2015.
|
(12)
|
On January 1, 2014, Nexstar’s two new digital multicast channels, WSYR-D-3 and WFFT-D-2, and Mission’s new digital multicast channel, WTVW-D-2, became affiliates of Bounce TV.
|
(13)
|
On January 27, 2014, KTAB launched a Telemundo digital multicast channel.
|
(14)
|
On January 6, 2014, Nextar’s new digital multicast channel, KTVX-D-2, became an affiliate of Me-TV.
|
(15)
|
The affiliations with Bounce TV ended on December 31, 2013 and the digital multicast channels are no longer utilized.
|
(16)
|
This station is owned by Sinclair Broadcasting Group, Inc. The outsourcing agreement for WUHF was not renewed and terminated on December 31, 2013.
|
|
•
|
a program’s popularity among the viewers that an advertiser wishes to target;
|
|
•
|
the number of advertisers competing for the available time;
|
|
•
|
the size and the demographic composition of the market served by the station;
|
|
•
|
the availability of alternative advertising media in the market;
|
|
•
|
the effectiveness of the station’s sales force;
|
|
•
|
development of projects, features and programs that tie advertiser messages to programming; and
|
|
•
|
the level of spending commitment made by the advertiser.
|
Station
|
Market
|
Affiliation
|
Expiration
|
WHBF-D-2
(5)
|
Davenport-Rock Island-Moline, IL
|
LiveWell
|
January 2014
(5)
|
KSEE-D-2
|
Fresno-Visalia, CA
|
LATV
|
June 2014
|
WSYR-D-2
|
Syracuse, NY
|
Me-TV
|
September 2014
|
WBGH-CA
|
Binghamton, NY
|
NBC
|
December 2014
|
WETM
|
Elmira, NY
|
NBC
|
December 2014
|
KAMR
|
Amarillo, TX
|
NBC
|
December 2014
|
KTAL
|
Shreveport, LA
|
NBC
|
December 2014
|
KARK
|
Little Rock-Pine Bluff, AR
|
NBC
|
December 2014
|
KGET
|
Bakersfield, CA
|
NBC
|
December 2014
|
WHAG
|
Washington, DC/Hagerstown, MD
(3)
|
NBC
|
December 2014
|
WBRE
|
Wilkes Barre-Scranton, PA
|
NBC
|
December 2014
|
WTWO
|
Terre Haute, IN
|
NBC
|
December 2014
|
KFDX
|
Wichita Falls, TX-Lawton, OK
|
NBC
|
December 2014
|
KSNF
|
Joplin, MO-Pittsburg, KS
|
NBC
|
December 2014
|
KTVE
(1)
|
Monroe, LA—El Dorado, AR
|
NBC
|
December 2014
|
KSAN
(1)
|
San Angelo, TX
|
NBC
|
December 2014
|
KRBC
(1)
|
Abilene-Sweetwater, TX
|
NBC
|
December 2014
|
KNWA
|
Ft. Smith-Fayetteville-Springdale-Rogers, AR
|
NBC
|
December 2014
|
KCAU-D-2 (5) | Sioux City, IA | LiveWell | January 2015 |
WOI-D-2
(5)
|
Des Moines-Ames, IA
|
LiveWell
|
January 2015
|
WYOU
(1)
|
Wilkes Barre-Scranton, PA
|
CBS
|
June 2015
|
KSEE
|
Fresno-Visalia, CA
|
NBC
|
December 2015
|
WTVW
(1)(6)
|
Evansville, IN
|
The CW
|
December 2015
|
WTAJ
|
Johnstown-Altoona, PA
|
CBS
|
May 2016
|
KGPE
|
Fresno-Visalia, CA
|
CBS
|
June 2016
|
KCPN-LP
(1)
|
Amarillo, TX
|
MyNetworkTV
|
August 2016
|
KJBO-LP
(1)
|
Wichita Falls, TX-Lawton, OK
|
MyNetworkTV
|
August 2016
|
WTVO-D-2
(1)
|
Rockford, IL
|
MyNetworkTV
|
August 2016
|
KARZ
|
Little Rock-Pine Bluff, AR
|
MyNetworkTV
|
August 2016
|
WPNY-LP
|
Utica, NY
|
MyNetworkTV
|
August 2016
|
WCIX
|
Champaign-Springfield-Decatur, IL
|
MyNetworkTV
|
August 2016
|
WLMT-D-2
|
Memphis, TN
|
MyNetworkTV
|
September 2016
|
WCWJ
|
Jacksonville, FL
|
The CW
|
September 2016
|
WLYH
(4)
|
Harrisburg-Lancaster-Lebanon-York, PA
|
The CW
|
September 2016
|
KUCW
|
Salt Lake City, UT
|
The CW
|
September 2016
|
WLMT
|
Memphis, TN
|
The CW
|
September 2016
|
KASN
(1)
|
Little Rock-Pine Bluff, AR
|
The CW
|
September 2016
|
WWTI-D-2
|
Watertown, NY
|
The CW
|
September 2016
|
KGET-D-2
|
Bakersfield, CA
|
The CW
|
September 2016
|
KARD
|
Monroe, LA-El Dorado, AR
|
FOX
|
December 2016
|
KFTA
|
Ft. Smith-Fayetteville-Springdale-Rogers, AR
|
FOX
|
December 2016
|
WFFF
|
Burlington-Plattsburgh, VT
|
FOX
|
December 2016
|
WFFT
(6)
|
Ft. Wayne, IND
|
FOX
|
December 2016
|
WFXV
|
Utica, NY
|
FOX
|
December 2016
|
WJKT
|
Jackson, TN
|
FOX
|
December 2016
|
WQRF
|
Rockford, IL
|
FOX
|
December 2016
|
KCIT
(1)
|
Amarillo, TX
|
FOX
|
December 2016
|
WFXP
(1)
|
Erie, PA
|
FOX
|
December 2016
|
Station
|
Market
|
Affiliation
|
Expiration
|
||
KJTL
(1)
|
Wichita Falls, TX-Lawton, OK
|
FOX
|
December 2016
|
||
KHMT
(1)
|
Billings, MT
|
FOX
|
December 2016
|
||
KLRT
(1)
|
Little Rock-Pine Bluff, AR
|
FOX
|
December 2016
|
||
WCWJ-D-2
|
Jacksonville, FL
|
Bounce TV
|
August 2017
|
||
KARZ-D-2
|
Little Rock-Pine Bluff, AR
|
Bounce TV
|
August 2017
|
||
WROC-D-2
|
Rochester, NY
|
Bounce TV
|
August 2017
|
||
WMBD-D-2
|
Peoria-Bloomington, IL
|
Bounce TV
|
August 2017
|
||
WQRF-D-2
|
Rockford, IL
|
Bounce TV
|
August 2017
|
||
KARD-D-2
|
Monroe, LA-El Dorado, AR
|
Bounce TV
|
August 2017
|
||
KTVX
|
Salt Lake City, UT
|
ABC
|
December 2017
|
||
WATN
|
Memphis, TN
|
ABC
|
December 2017
|
||
WSYR
(6)
|
Syracuse, NY
|
ABC
|
December 2017
|
||
WIVT
|
Binghamton, NY
|
ABC
|
December 2017
|
||
WWTI
|
Watertown, NY
|
ABC
|
December 2017
|
||
WDHN
|
Dothan, AL
|
ABC
|
December 2017
|
||
WJET
|
Erie, PA
|
ABC
|
December 2017
|
||
KSVI
|
Billings, MT
|
ABC
|
December 2017
|
||
KMID
|
Odessa-Midland, TX
|
ABC
|
December 2017
|
||
KQTV
|
St. Joseph, MO
|
ABC
|
December 2017
|
||
WAWV
(1)
|
Terre Haute, IN
|
ABC
|
December 2017
|
||
WTVO
(1)
|
Rockford, IL
|
ABC
|
December 2017
|
||
KAMC
(1)
|
Lubbock, TX
|
ABC
|
December 2017
|
||
KODE
(1)
|
Joplin, MO-Pittsburg, KS
|
ABC
|
December 2017
|
||
WEHT
|
Evansville, Indiana
|
ABC
|
December 2017
|
||
WVNY
(1)
|
Burlington-Plattsburgh, VT
|
ABC
|
December 2017
|
||
WOI
(5)
|
Des Moines-Ames, IA
|
ABC
|
December 2017
|
||
KCAU
(5)
|
Sioux City, IA
|
ABC
|
December 2017
|
||
WYZZ
(2)
|
Peoria-Bloomington, IL
|
FOX
|
December 2017
|
||
WFRV
|
Green Bay-Appleton, WI
|
CBS
|
December 2018
|
||
WJMN
|
Marquette, MI
|
CBS
|
December 2018
|
||
KLST
|
San Angelo, TX
|
CBS
|
December 2018
|
||
KTAB
(7)
|
Abilene-Sweetwater, TX
|
CBS
|
December 2018
|
||
WROC
|
Rochester, NY
|
CBS
|
December 2018
|
||
KOLR
(1)
|
Springfield, MO
|
CBS
|
December 2018
|
||
KLBK
|
Lubbock, TX
|
CBS
|
December 2018
|
||
WCIA
|
Champaign-Springfield-Decatur, IL
|
CBS
|
December 2018
|
||
WMBD
|
Peoria-Bloomington, IL
|
CBS
|
December 2018
|
||
WHBF
(5)
|
Davenport-Rock Island-Moline, IL
|
CBS
|
December 2018
|
||
KKEY
|
Bakersfield, CA
|
Telemundo
|
December 2018
|
(1)
|
These stations are owned by Mission, which maintains the network affiliation agreements.
|
(2)
|
On November 22, 2013, Cunningham Broadcasting Corporation acquired the assets of WYZZ from Sinclair Broadcasting Group, Inc. and became the successor to the outsourcing agreement with Nexstar and the network affiliation agreement with FOX.
|
(3)
|
Although WHAG is located within the Washington, DC DMA, its signal does not reach the entire Washington, DC metropolitan area. WHAG serves the Hagerstown, MD sub-market within the DMA.
|
(4)
|
Under a time brokerage agreement, Nexstar allows Sinclair Broadcast Group, Inc. to program most of WLYH’s broadcast time, sell its advertising time and retain the advertising revenue generated in exchange for monthly payments to Nexstar.
|
(5)
|
On September 16, 2013, Nexstar entered into definite agreements to acquire the stations which are projected to close during the first quarter of 2014. These stations are currently programmed by Nexstar pursuant to a time brokerage agreement. On January 1, 2014, the affiliation of WHBF-D-2 with LiveWell was terminated.
|
(6)
|
On January 1, 2014, Nexstar’s two new digital multicast channels, WSYR-D-3 and WFFT-D-2, and Mission’s new digital multicast channel, WTVW-D-2, became affiliates of Bounce TV.
|
(7)
|
On January 27, 2014, KTAB launched a Telemundo digital multicast channel.
|
|
•
|
political advertising (its price and availability);
|
|
•
|
sponsorship identification;
|
|
•
|
contest and lottery advertising;
|
|
•
|
obscene and indecent broadcasts;
|
|
•
|
technical operations, including limits on radio frequency radiation;
|
|
•
|
discrimination and equal employment opportunities;
|
|
•
|
closed captioning and video description;
|
|
•
|
children’s programming;
|
|
•
|
program ratings guidelines; and
|
|
•
|
network affiliation agreements.
|
|
•
|
expose us to greater interest rate risk since the interest rate on borrowings under the senior secured credit facilities is variable;
|
|
•
|
impair our ability to withstand a general downturn in our business and place us at a disadvantage compared to our competitors that are less leveraged.
|
|
•
|
we may not be able to successfully reduce costs, increase advertising revenue or audience share or realize anticipated synergies and economies of scale with respect to any acquired station;
|
|
•
|
an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities;
|
|
•
|
our management may be reassigned from overseeing existing operations by the need to integrate the acquired business;
|
|
•
|
we may experience difficulties integrating operations and systems, as well as company policies and cultures;
|
|
•
|
the health of the economy in the local markets where our stations are located and in the nation as a whole;
|
|
•
|
the activities of our competitors, including increased competition from other forms of advertising-based media, particularly newspapers, cable television, Internet and radio;
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
WBRE—Wilkes Barre-Scranton, PA
|
|||
Office-Studio
|
100% Owned
|
0.80 Acres
|
—
|
Office-Studio
|
100% Owned
|
49,556 Sq. Ft.
|
—
|
Office-Studio—Williamsport News Bureau
|
Leased
|
460 Sq. Ft.
|
Month to Month
|
Office-Studio—Stroudsburg News Bureau
|
Leased
|
320 Sq. Ft.
|
7/31/16
|
Office-Studio—Scranton News Bureau
|
Leased
|
1,627 Sq. Ft.
|
11/30/16
|
Tower/Transmitter Site—Williamsport
|
33% Owned
|
1.33 Acres
|
—
|
Tower/Transmitter Site—Sharp Mountain
|
33% Owned
|
0.23 Acres
|
—
|
Tower/Transmitter Site—Blue Mountain
|
100% Owned
|
0.998 Acres
|
—
|
Tower/Transmitter Site—Penobscot Mountain
|
100% Owned
|
20 Acres
|
—
|
Tower/Transmitter Site—Pimple Hill
|
Leased
|
400 Sq. Ft.
|
Month to Month
|
KARK/KARZ—Little Rock-Pine Bluff, AR
|
|||
Office-Studio
|
Leased
|
34,835 Sq. Ft.
|
3/31/22
|
Tower/Transmitter Site
|
100% Owned
|
40 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
1 Sq. Ft.
|
4/30/16
|
KTAL—Shreveport, LA
|
|||
Office-Studio
|
100% Owned
|
2 Acres
|
—
|
Office-Studio
|
100% Owned
|
16,000 Sq. Ft.
|
—
|
Equipment Building—Texarkana
|
100% Owned
|
0.0808 Acres
|
—
|
Office-Studio—Texarkana
|
Leased
|
2,941 Sq. Ft.
|
9/30/18
|
Tower/Transmitter Site
|
100% Owned
|
109 Acres
|
—
|
Tower/Transmitter Site
|
100% Owned
|
2,284 Sq. Ft.
|
—
|
WROC—Rochester, NY
|
|||
Office-Studio
|
100% Owned
|
3.9 Acres
|
—
|
Office-Studio
|
100% Owned
|
48,864 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
100% Owned
|
0.24 Acres
|
—
|
Tower/Transmitter Site
|
100% Owned
|
2,400 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
50% Owned
|
1.90 Acres
|
—
|
WCIA/WCIX—Champaign-Springfield-Decatur, IL
|
|||
Office-Studio
|
100% Owned
|
20,000 Sq. Ft.
|
—
|
Office-Studio
|
100% Owned
|
1.5 Acres
|
—
|
Office-Studio—Sales Bureau
|
Leased
|
1,600 Sq. Ft.
|
Month to Month
|
Office-Studio—News Bureau
|
Leased
|
350 Sq. Ft.
|
Month to Month
|
Office-Studio—Decatur News Bureau
|
Leased
|
300 Sq. Ft.
|
Month to Month
|
Roof Top & Boiler Space—Danville Tower
|
Leased
|
20 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site—WCIA Tower
|
100% Owned
|
38.06 Acres
|
—
|
Tower/Transmitter Site—Springfield Tower
|
100% Owned
|
2.0 Acres
|
—
|
Tower/Transmitter Site—Dewitt Tower
|
100% Owned
|
1.0 Acres
|
—
|
WMBD—Peoria-Bloomington, IL
|
|||
Office-Studio
|
100% Owned
|
0.556 Acres
|
—
|
Office-Studio
|
100% Owned
|
18,360 Sq. Ft.
|
—
|
Building-Transmitter Site
|
100% Owned
|
2,350 Sq. Ft.
|
—
|
Building-Transmitter Site
|
100% Owned
|
800 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
100% Owned
|
34.93 Acres
|
—
|
Tower/Transmitter Site
|
100% Owned
|
1.0 Acres
|
—
|
WTWO—Terre Haute, IN
|
|||
Office-Studio
|
100% Owned
|
4.774 Acres
|
—
|
Office-Studio—Tower/Transmitter Site
|
100% Owned
|
17,375 Sq. Ft.
|
—
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
WJET—Erie, PA
|
|||
Tower/Transmitter Site
|
100% Owned
|
2 Sq. Ft.
|
—
|
Office-Studio
|
100% Owned
|
9.87 Acres
|
—
|
Office-Studio
|
100% Owned
|
15,533 Sq. Ft.
|
—
|
KFDX—Wichita Falls, TX—Lawton, OK
|
|||
Office-Studio-Tower/Transmitter Site
|
100% Owned
|
28.06 Acres
|
—
|
Office-Studio
|
100% Owned
|
13,568 Sq. Ft.
|
—
|
KSNF—Joplin, MO-Pittsburg, KS
|
|||
Office-Studio
|
100% Owned
|
13.36 Acres
|
—
|
Office-Studio
|
100% Owned
|
13,169 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
Leased
|
900 Sq. Ft.
|
7/31/15
|
KMID—Odessa-Midland, TX
|
|||
Office-Studio
|
100% Owned
|
1.127 Acres
|
—
|
Office-Studio
|
100% Owned
|
14,000 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
100% Owned
|
69.87 Acres
|
—
|
Tower/Transmitter Site
|
100% Owned
|
0.322 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
.29 Acres
|
12/1/23
|
KTAB—Abilene-Sweetwater, TX
|
|||
Office-Studio (1)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
100% Owned
|
25.55 Acres
|
—
|
KQTV—St Joseph, MO
|
|||
Office-Studio
|
100% Owned
|
3 Acres
|
—
|
Office-Studio
|
100% Owned
|
15,100 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
100% Owned
|
9,360 Sq. Ft.
|
—
|
Offsite Storage
|
Leased
|
130 Sq. Ft.
|
Month to Month
|
WDHN—Dothan, AL
|
|||
Office-Studio—Tower/Transmitter Site
|
100% Owned
|
10 Acres
|
—
|
Office-Studio
|
100% Owned
|
7,812 Sq. Ft.
|
—
|
KLST—San Angelo, TX
|
|||
Office-Studio
|
100% Owned
|
7.31 Acres
|
—
|
Tower/Transmitter Site
|
100% Owned
|
8 Acres
|
—
|
WHAG—Washington, DC/Hagerstown, MD
|
|||
Office-Studio
|
Leased
|
12,000 Sq. Ft.
|
6/30/15
|
Sales Office-Frederick
|
Leased
|
885 Sq. Ft.
|
3/31/16
|
Office-Studio—Berryville News Bureau
|
Leased
|
700 Sq. Ft.
|
7/31/16
|
Tower/Transmitter Site
|
Leased
|
11.2 Acres
|
5/12/21
|
WEHT—Evansville, IN
|
|||
Office-Studio-Evanvsille, IN
|
100% Owned
|
1.834 Acres
|
––
|
Office-Studio-Evansville, IN
|
100% Owned
|
14,280 Sq. Ft.
|
––
|
Office-Studio-Henderson, KY
|
100% Owned
|
10.22 Acres
|
––
|
Tower/Transmitter Site
|
Leased
|
144 Sq. Ft.
|
2/28/14
|
Tower/Transmitter Site
|
Leased
|
144 Sq. Ft.
|
5/31/14
|
KOZL—Springfield, MO
|
|||
Office-Studio (2)
|
—
|
—
|
—
|
Tower/Transmitter Site—Kimberling City
|
100% Owned
|
.25 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
0.5 Acres
|
5/12/21
|
WFFT—Fort Wayne, IN
|
|||
Office-Studio
|
100% Owned
|
21.84 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
0.5 Acres
|
5/12/21
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
KAMR—Amarillo, TX
|
|||
Office-Studio
|
100% Owned
|
26,000 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
Leased
|
110.2 Acres
|
5/12/21
|
Translator Site
|
Leased
|
0.5 Acres
|
Month to Month
|
KARD—Monroe, LA
|
|||
Office-Studio
|
100% Owned
|
14,450 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
Leased
|
26 Acres
|
5/12/21
|
Tower/Transmitter Site
|
Leased
|
80 Sq. Ft.
|
Month to Month
|
KLBK—Lubbock, TX
|
|||
Office-Studio
|
100% Owned
|
11.5 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
0.5 Acres
|
5/12/21
|
WFXV—Utica, NY
|
|||
Office-Studio (3)
|
—
|
—
|
—
|
Tower/Transmitter Site—Burlington Flats
|
100% Owned
|
6.316 Acres
|
—
|
WPNY–LP—Utica, NY
|
|||
Office-Studio (4)
|
—
|
—
|
—
|
KSVI—Billings, MT
|
|||
Office-Studio
|
100% Owned
|
9,700 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
Leased
|
10 Acres
|
5/12/21
|
Tower/Transmitter Site
|
Leased
|
75 Sq. Ft.
|
6/30/18
|
Tower/Transmitter Site—Coburn Road
|
Leased
|
75 Sq. Ft.
|
10/31/15
|
Tower/Transmitter Site
|
Leased
|
75 Sq. Ft.
|
12/31/22
|
Tower/Transmitter Site—Columbus
|
Leased
|
75 Sq. Ft.
|
5/31/24
|
Tower/Transmitter Site—Sarpy
|
Leased
|
75 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site—Rosebud
|
Leased
|
1 Acre
|
Year to Year
|
Tower/Transmitter Site—Miles City
|
Leased
|
.25 Acre
|
3/23/15
|
Tower/Transmitter Site—McCullough Pks, WY
|
Leased
|
75 Sq. Ft.
|
Month to Month
|
WCWJ—Jacksonville, FL
|
|||
Office-Studio
|
100% Owned
|
19,847 Sq. Ft.
|
—
|
Office-Studio—Tower Transmitter Site
|
100% Owned
|
7.92 Acres
|
—
|
Building-Transmitter Site
|
100% Owned
|
200 Sq. Ft.
|
—
|
WQRF—Rockford, IL
|
|||
Office-Studio (5)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
2,000 Sq. Ft.
|
5/12/21
|
KFTA/KNWA—Fort Smith-Fayetteville-Springdale-Rogers, AR
|
|||
Office-Studio—Fayetteville
|
Leased
|
2,848 Sq. Ft.
|
9/30/22
|
Office—Rogers
|
Leased
|
1,612 Sq. Ft.
|
7/31/16
|
Tower/Transmitter Site
|
Leased
|
216 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site
|
Leased
|
3.7 Acres
|
7/31/15
|
Tower/Transmitter Site
|
100% Owned
|
1.61 Acres
|
—
|
Microwave Relay Site
|
100% Owned
|
166 Sq. Ft.
|
—
|
Microwave Site
|
Leased
|
216 Sq. Ft.
|
Month to Month
|
WTAJ–Altoona-Johnstown, PA
|
|||
Office-Studio
|
Leased
|
22,367 Sq. Ft.
|
5/31/14
|
Office-Johnstown
|
Leased
|
672 Sq. Ft.
|
2/28/14
|
Office-State College Bureau
|
Leased
|
2,915 Sq. Ft.
|
2/28/16
|
Office-Dubois Bureau
|
Leased
|
315 Sq. Ft.
|
7/31/16
|
Tower/Transmitter Site
|
100% Owned
|
4,400 Sq. Ft.
|
—
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
WFRV/WJMN-Green Bay-Appleton, WI and Marquette, MI
|
|||
Office-Studio
|
100% Owned
|
19,200 Sq. Ft.
|
—
|
Office-Veridea
|
Leased
|
125 Sq. Ft.
|
6/30/17
|
Office-Little Chute
|
Leased
|
125 Sq. Ft.
|
5/31/17
|
Tower/Transmitter Site-De Pere
|
100% Owned
|
8.8 Acres
|
—
|
Tower/Transmitter Site-Rapid River
|
100% Owned
|
1.0 Acres
|
—
|
Tower/Transmitter Site-Paper Valley
|
Leased
|
4 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site-Oshkosh Museum
|
Leased
|
4 Sq. Ft.
|
Month to Month
|
KTVX/KUCW–Salt Lake City, UT
|
|||
Office-Studio
|
100% Owned
|
33,820 Sq. Ft.
|
—
|
Tower/Transmitter Site-Farnsworth Peak
|
25% Owned
|
6.0 Acres
|
—
|
Antenna/Microwave-Translator Sites-TSM
|
Leased
|
1.0 Acres
|
3/31/18
|
Antenna/Microwave-Nelson Peak
|
Leased
|
1.0 Acres
|
12/31/14
|
Communication Site-Beaver Dam Mountain
|
Leased
|
1.0 Acres
|
5/31/16
|
WETM–Elmira, NY
|
|||
Office-Studio
|
100% Owned
|
1.4 Acres
|
—
|
Tower/Transmitter-Big Flats
|
100% Owned
|
35.4 Acres
|
—
|
Translator-Spafford, NY
|
100% Owned
|
1.2 Acres
|
—
|
Office-Corning, NY
|
Leased
|
550 Sq. Ft.
|
6/30/17
|
WIVT/WBGH–Binghamton, NY
|
|||
Office-Studio/Transmitter
|
100% Owned
|
7.0 Acres
|
—
|
WATN/WLMT–Memphis, TN
|
|||
Office-Studio-Memphis, TN
|
Leased
|
26,526 Sq. Ft.
|
5/31/28
|
Tower/Transmitter-Brunswick
|
Leased
|
1.0 Acres
|
3/31/17
|
Transmitter-Haywood
|
Leased
|
1.0 Acres
|
2/28/17
|
WJKT–Jackson, TN
|
|||
Transmitter-Alamo
|
100% Owned
|
33.0 Acres
|
—
|
Office-Jackson
|
Leased
|
969 Sq. Ft.
|
7/31/15
|
WSYR–Syracuse, NY
|
|||
Studio-Syracuse
|
100% Owned
|
6.5 Acres
|
—
|
Office-Dewitt
|
100% Owned
|
10,000 Sq. Ft.
|
—
|
Transmitter-Pompey
|
100% Owned
|
98.0 Acres
|
—
|
WWTI–Watertown, NY
|
|||
Studio-Watertown
|
Leased
|
10,000 Sq. Ft.
|
6/30/20
|
Transmitter-Denmark
|
100% Owned
|
16.5 Acres
|
—
|
KSEE/KGPE–Fresno, CA
|
|||
Office-Studio-McKinley Ave
|
100% Owned
|
32,000 Sq. Ft.
|
—
|
Office-Studio-McKinley Ave
|
100% Owned
|
2.68 Acres
|
—
|
Office-Studio-First St.
|
100% Owned
|
17,613 Sq. Ft.
|
—
|
Office-Studio-First St.
|
100% Owned
|
1.86 Acres
|
—
|
Tower/Transmitter Site-Bear Mtn
|
Leased
|
2,400 Sq. Ft.
|
12/31/53
|
Tower/Transmitter Site-Auberry
|
100% Owned
|
3.0 Acres
|
—
|
KGET/KKEY–Bakersfield, CA
|
|||
Office-Studio
|
100% Owned
|
35,000 Sq. Ft.
|
—
|
Office-Studio
|
100% Owned
|
0.96 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
1,575 Sq. Ft.
|
12/31/18
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
WFFF–Burlington, VT-Plattsburgh, NY
|
|||
Office-Studio
|
100% Owned
|
15,000 Sq. Ft.
|
—
|
Office-Studio
|
100% Owned
|
2.03 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
1.0 Acres
|
6/30/25
|
Corporate Office—Irving, TX
|
Leased
|
22,061 Sq. Ft.
|
12/31/24
|
GoLocal.Biz Office—St. George, UT
|
Leased
|
1,860 Sq. Ft.
|
Month to Month
|
Inergize Digital Media Office
|
Leased
|
8,469 Sq. Ft.
|
11/30/14
|
Corporate Office Offsite Storage—Dallas, TX
|
Leased
|
475 Sq. Ft.
|
Month to Month
|
(1)
|
The office space and studio used by KTAB are owned by KRBC.
|
(2)
|
The office space and studio used by KOZL are owned by KOLR.
|
(3)
|
The office space and studio used by WFXV are owned by WUTR.
|
(4)
|
The office space and studio used by WPNY-LP are owned by WUTR.
|
(5)
|
The office space and studio used by WQRF are owned by WTVO.
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
WYOU—Wilkes Barre-Scranton, PA
|
|||
Office-Studio (1)
|
—
|
—
|
—
|
Tower/Transmitter Site—Penobscot Mountain
|
100% Owned
|
120.33 Acres
|
—
|
Tower/Transmitter Site—Bald Mountain
|
100% Owned
|
7.2 Acres
|
—
|
Tower/Transmitter Site—Williamsport
|
33% Owned
|
1.35 Acres
|
—
|
Tower/Transmitter Site—Sharp Mountain
|
33% Owned
|
0.23 Acres
|
—
|
Tower/Transmitter Site—Stroudsburg
|
Leased
|
10,000 Sq. Ft.
|
Month to Month
|
WAWV—Terre Haute, IN
|
|||
Office-Studio (2)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
100% Owned
|
1 Acre
|
—
|
WFXP—Erie, PA
|
|||
Office-Studio (3)
|
—
|
—
|
—
|
Tower/Transmitter Site (3)
|
—
|
—
|
—
|
KJTL/KJBO-LP—Wichita Falls, TX—Lawton, OK
|
|||
Office-Studio (4)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
40 Acres
|
1/30/15
|
Tower/Transmitter Site
|
Leased
|
5 Acres
|
Year to Year
|
KODE—Joplin, MO-Pittsburg, KS
|
|||
Office-Studio
|
100% Owned
|
2.74 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
215 Sq. Ft.
|
4/30/27
|
KRBC—Abilene-Sweetwater, TX
|
|||
Office-Studio
|
100% Owned
|
5.42 Acres
|
—
|
Office-Studio
|
100% Owned
|
19,312 Sq. Ft.
|
—
|
Tower/Transmitter Site (9)
|
—
|
—
|
—
|
KTVE—Monroe, LA/El Dorado, AR
|
|||
Office-Studio (10)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
2 Acres
|
4/30/32
|
Tower/Transmitter Site—El Dorado
|
Leased
|
3 Acres
|
4/30/32
|
Tower/Transmitter Site—Bolding
|
Leased
|
11.5 Acres
|
4/30/32
|
Station Metropolitan Area and Use
|
Owned or
Leased
|
Approximate Size
|
Expiration of
Lease
|
KSAN—San Angelo, TX
|
|||
Office-Studio (5)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
10 Acres
|
5/15/15
|
KOLR—Springfield, MO
|
|||
Office-Studio
|
100% Owned
|
30,000 Sq. Ft.
|
—
|
Office-Studio
|
100% Owned
|
7 Acres
|
—
|
Tower/Transmitter Site
|
Leased
|
0.5 Acres
|
5/12/21
|
KCIT/KCPN-LP—Amarillo, TX
|
|||
Office-Studio (6)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
100 Acres
|
5/12/21
|
Tower/Transmitter Site—Parmer County, TX
|
Leased
|
80 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site—Guyman, OK
|
Leased
|
80 Sq. Ft.
|
Month to Month
|
Tower/Transmitter Site—Curry County, NM
|
Leased
|
6 Acres
|
Month to Month
|
KAMC—Lubbock, TX
|
|||
Office-Studio (7)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
40 Acres
|
5/12/21
|
Tower/Transmitter Site
|
Leased
|
1,200 Sq. Ft.
|
Month to Month
|
KHMT—Billings, MT
|
|||
Office-Studio (8)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
4 Acres
|
5/12/21
|
WUTR—Utica, NY
|
|||
Office-Studio
|
100% Owned
|
12,100 Sq. Ft.
|
—
|
Tower/Transmitter Site
|
100% Owned
|
21 Acres
|
—
|
Tower/Transmitter Site—Mohawk
|
Leased
|
48 Sq. Ft.
|
Month to Month
|
WTVO—Rockford, IL
|
|||
Office-Studio-Tower/Transmitter Site
|
100% Owned
|
20,000 Sq. Ft.
|
—
|
WTVW-Evansville, IN
|
|||
Office-Studio (11)
|
—
|
—
|
—
|
Tower/Transmitter Site
|
Leased
|
16.36 Acres
|
5/12/21
|
KLRT/KASN-Little Rock-Pine Bluff, AR
|
|||
Office-Studio (12)
|
—
|
—
|
—
|
Tower/Transmitter Site-Redfield
|
100% Owned
|
1,625 Sq. Ft.
|
—
|
Tower/Transmitter Site-Redfield
|
100% Owned
|
120 Acres
|
—
|
Tower/Transmitter Site-Pulaski
|
Leased
|
0.23 Acres
|
5/31/17
|
WVNY-Burlington, VT-Plattsburgh, NY
|
|||
Office-Studio (13)
|
—
|
—
|
—
|
Tower/Transmitter Site (13)
|
—
|
—
|
—
|
Corporate Office-Westlake, OH
|
Leased
|
640 Sq. Ft.
|
11/30/14
|
(1)
|
The office space and studio used by WYOU are owned by WBRE.
|
(2)
|
The office space and studio used by WAWV are owned by WTWO.
|
(3)
|
The office space, studio and tower used by WFXP are owned by WJET.
|
(4)
|
The office space and studio used by KJTL and KJBO-LP are owned by KFDX.
|
(5)
|
The office space and studio used by KSAN are owned by KLST.
|
(6)
|
The office space and studio used by KCIT/KCPN-LP are owned by KAMR.
|
(7)
|
The office space and studio used by KAMC are owned by KLBK.
|
(8)
|
The office space and studio used by KHMT are owned by KSVI.
|
(9)
|
The tower/transmitter used by KRBC is owned by KTAB.
|
(10)
|
The office space and studio used by KTVE are owned by KARD.
|
(11)
|
The office space and studio used by WTVW are owned by WEHT.
|
(12)
|
The office space and studio used by KLRT/KASN are owned by KARK.
|
(13)
|
The office space, studio and tower used by WVNY are owned by WFFF.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Market Prices; Record Holders and Dividends
|
High
|
Low
|
|||||||
1
st
Quarter 2012
|
$ | 8.92 | $ | 7.89 | ||||
2
nd
Quarter 2012
|
$ | 8.40 | $ | 6.09 | ||||
3
rd
Quarter 2012
|
$ | 11.32 | $ | 6.00 | ||||
4
th
Quarter 2012
|
$ | 12.97 | $ | 8.99 | ||||
1
st
Quarter 2013
|
$ | 18.42 | $ | 10.76 | ||||
2
nd
Quarter 2013
|
$ | 36.02 | $ | 16.30 | ||||
3
rd
Quarter 2013
|
$ | 44.96 | $ | 28.88 | ||||
4
th
Quarter 2013
|
$ | 56.42 | $ | 40.01 |
|
Issuer Purchases of Equity Securities
|
|
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2013
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options
|
Weighted
average exercise
price of
outstanding
options
|
Number of securities
remaining available
for future issuance
excluding securities
reflected in column (a)
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
2,575,800 | $ | 6.22 | 1,158,000 | ||||||||
Equity compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
2,575,800 | $ | 6.22 | 1,158,000 |
12/31/08
|
12/31/09
|
12/31/10
|
12/31/11
|
12/31/12
|
12/31/13
|
|||||||||||||||||||
Nexstar Broadcasting Group, Inc. (NXST)
|
$ | 100.00 | $ | 792.66 | $ | 1,172.34 | $ | 1,534.41 | $ | 2,072.63 | $ | 11,112.27 | ||||||||||||
NASDAQ Composite Index
|
$ | 100.00 | $ | 145.34 | $ | 171.70 | $ | 170.34 | $ | 200.57 | $ | 281.14 | ||||||||||||
Peer Group
|
$ | 100.00 | $ | 191.08 | $ | 322.99 | $ | 393.08 | $ | 542.32 | $ | 1,859.68 |
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||
Statements of Operations Data
, for the years ended December 31:
|
||||||||||||||||||||
Net revenue
|
$ | 502,330 | $ | 378,632 | $ | 306,491 | $ | 313,350 | $ | 251,979 | ||||||||||
Operating expenses (income):
|
||||||||||||||||||||
Corporate expenses
|
26,339 | 24,636 | 19,780 | 19,890 | 18,561 | |||||||||||||||
Station direct operating expenses, net of trade
|
139,807 | 84,743 | 73,829 | 70,674 | 70,549 | |||||||||||||||
Selling, general and administrative expenses, excluding depreciation and amortization
|
124,594 | 92,899 | 85,387 | 81,001 | 70,964 | |||||||||||||||
Restructure Charge
|
- | - | - | - | 670 | |||||||||||||||
Non-cash contract termination fees
|
- | - | - | - | 191 | |||||||||||||||
Impairment of goodwill
(1)
|
- | - | - | - | 7,360 | |||||||||||||||
Impairment of other intangible assets
(1)
|
- | - | - | - | 8,804 | |||||||||||||||
Amortization of broadcast rights, excluding barter
|
12,613 | 8,591 | 9,947 | 9,527 | 13,248 | |||||||||||||||
Trade and barter expense
|
30,730 | 20,841 | 21,270 | 19,602 | 18,699 | |||||||||||||||
Depreciation
|
33,578 | 23,555 | 21,845 | 21,112 | 21,680 | |||||||||||||||
Amortization of intangible assets
|
30,148 | 22,994 | 25,979 | 23,732 | 23,705 | |||||||||||||||
Gain on asset exchange
|
- | - | - | (30 | ) | (8,093 | ) | |||||||||||||
Loss (gain) on asset disposal, net
|
1,280 | 468 | 461 | 294 | (2,560 | ) | ||||||||||||||
Income from operations
(2)
|
103,241 | 99,905 | 47,993 | 67,548 | 8,201 | |||||||||||||||
Interest expense
|
(66,243 | ) | (51,559 | ) | (53,004 | ) | (54,266 | ) | (39,182 | ) | ||||||||||
(Loss) gain on extinguishment of debt, net
(3)
|
(34,724 | ) | (3,272 | ) | (1,155 | ) | (8,356 | ) | 18,567 | |||||||||||
Other expenses
|
(1,459 | ) | - | - | - | - | ||||||||||||||
Income (loss) from continuing operations before income tax expense
|
815 | 45,074 | (6,166 | ) | 4,926 | (12,414 | ) | |||||||||||||
Income tax (expense) benefit
(4)
|
(2,600 | ) | 132,279 | (5,725 | ) | (6,741 | ) | (200 | ) | |||||||||||
(Loss) income from continuing operations
|
(1,785 | ) | 177,353 | (11,891 | ) | (1,815 | ) | (12,614 | ) | |||||||||||
Gain on disposal of station, net of income tax expense
(5)
|
- | 5,139 | - | - | - | |||||||||||||||
Net (loss) income
|
$ | (1,785 | ) | $ | 182,492 | $ | (11,891 | ) | $ | (1,815 | ) | $ | (12,614 | ) | ||||||
Net (loss) income per common share:
|
||||||||||||||||||||
Basic
|
$ | (0.06 | ) | $ | 6.31 | $ | (0.42 | ) | $ | (0.06 | ) | $ | (0.44 | ) | ||||||
Diluted
|
$ | (0.06 | ) | $ | 5.94 | $ | (0.42 | ) | $ | (0.06 | ) | $ | (0.44 | ) | ||||||
Weighted average common shares outstanding:
|
||||||||||||||||||||
Basic
|
29,897 | 28,940 | 28,626 | 28,434 | 28,427 | |||||||||||||||
Diluted
|
29,897 | 30,732 | 28,626 | 28,434 | 28,427 | |||||||||||||||
Dividends declared per common share
|
$ | 0.48 | $ | - | $ | - | $ | - | $ | - |
(1)
|
The Company recognized impairment charges on goodwill and FCC licenses during the year ended December 31, 2009.
|
|||||||||||||||||
(2)
|
Income from operations is generally higher during even-numbered years, when advertising revenue from state, congressional and presidential elections occur and from advertising aired during the Olympic Games. However, due to the accretive acquisitions in 2011, 2012 and 2013, the income from operations increased over time.
|
|||||||||||||||||
(3)
|
In 2013, the Company retired the $325.0 million outstanding principal balance under its 8.875% Senior Second Lien Notes. The retirement resulted in a loss on extinguishment of debt of $34.3 million.
|
|||||||||||||||||
(4)
|
In the fourth quarter of 2012, the Company decreased its valuation allowance by $151.4 million.
|
|||||||||||||||||
(5)
|
The Company recognized a $5.1 million gain on disposal of KBTV, net of $3.1 million income tax expense, during the year ended December 31, 2012.
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||
Balance Sheet data
, as of December 31:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 40,028 | $ | 68,999 | $ | 7,546 | $ | 23,658 | $ | 12,752 | ||||||||||
Working capital
|
117,244 | 105,323 | 39,619 | 53,622 | 36,875 | |||||||||||||||
Net intangible assets and goodwill
|
649,607 | 491,096 | 335,602 | 339,040 | 362,762 | |||||||||||||||
Total assets
|
1,163,722 | 945,815 | 580,959 | 586,374 | 606,530 | |||||||||||||||
Total debt
|
1,071,119 | 857,642 | 640,361 | 643,100 | 670,374 | |||||||||||||||
Total stockholders’ (deficit) equity
(1)
|
(13,231 | ) | 2,239 | (184,119 | ) | (175,880 | ) | (176,978 | ) | |||||||||||
Statements of Cash Flows data
, for the years ended December 31:
|
||||||||||||||||||||
Net cash provided by (used in):
|
||||||||||||||||||||
Operating activities
|
$ | 27,339 | $ | 79,888 | $ | 40,340 | $ | 59,268 | $ | 22,993 | ||||||||||
Investing activities
|
(248,118 | ) | (238,617 | ) | (54,579 | ) | (13,340 | ) | (35,590 | ) | ||||||||||
Financing activities
|
191,808 | 220,182 | (1,873 | ) | (35,022 | ) | 9,515 | |||||||||||||
Capital expenditures, net of proceeds from asset sales
|
18,736 | 17,250 | 13,316 | 13,799 | 18,838 | |||||||||||||||
Cash payments for broadcast rights
|
14,191 | 9,169 | 10,149 | 9,870 | 9,315 |
(1)
|
During the first quarter of 2013, the Company corrected its accumulated deficit as of December 31, 2012, 2011, 2010 and 2009 by an increase of $0.7 million for an error in deferred rent from tower leases recorded during a 2003 acquisition. See Note 9 of the Consolidated Financial Statements for additional information.
|
·
|
Net revenue during 2013 increased by $123.7 million, or 32.7% compared to the same period in 2012. The increase in net revenue was primarily due to our December 2012 acquisition of 10 television stations and Inergize Digital Media (“Inergize”) from Newport Television, LLC (“Newport”) and 11 television stations acquired or contracted with to provide programming and sales services by the Company during 2013, partially offset by decreases due to 2013 being not a political or Olympic year.
|
·
|
During 2013, our Board of Directors declared quarterly dividends of $0.12 per share of Nexstar’s outstanding common stock, or total dividend payments of $14.3 million.
|
·
|
Effective January 1, 2013, Mission acquired the assets of KLRT, the FOX affiliate and KASN, the CW affiliate, both in the Little Rock, Arkansas market, from Newport for $59.7 million, funded by $60.0 million term loan under Mission’s senior secured credit facility.
|
·
|
Effective February 1, 2013, we acquired the assets of KGPE, the CBS affiliate in Fresno, California market and KGET, the NBC/CW affiliate, and KKEY-LP, the low powered Telemundo affiliate, both in the Bakersfield, California market, from Newport for $35.4 million in cash, funded by cash on hand.
|
·
|
Effective February 1, 2013, we entered into a definitive agreement to acquire the assets of KSEE, the NBC affiliate serving the Fresno, California market, and an unrelated network affiliation agreement from Granite Broadcasting Corporation for $26.5 million in cash. Upon signing the agreement, we made a payment of $20.0 million, funded by cash on hand, to acquire the station’s assets excluding FCC license and certain transmission equipment. On April 17, 2013, we received approval from the FCC to purchase the remaining assets of KSEE. On May 31, 2013, we paid the remaining purchase price of $6.5 million to complete the acquisition.
|
·
|
On March 1, 2013, we and Mission acquired the assets of WFFF, the FOX affiliate, and WVNY, the ABC affiliate, both in the Burlington, Vermont market from Smith Media, LLC for a total consideration of $16.6 million in cash, funded by a combination of our and Mission’s borrowings from the revolving credit facilities and cash on hand.
|
·
|
On April 24, 2013, we and Mission entered into a stock purchase agreement to acquire the stock of privately-held Communications Corporation of America (“CCA”) and White Knight Broadcasting (“White Knight”), the owners of 19 television stations in 10 markets, for a total consideration of $270.0 million, subject to adjustments for working capital. A deposit of $27.0 million was paid upon signing the agreement which was funded by a combination of borrowings under our revolving credit facility and cash on hand. The acquisitions are projected to close in the second quarter of 2014 and the remaining purchase price is expected to be funded through cash generated from operations prior to closing, borrowings under the existing credit facilities and future credit market transactions.
|
·
|
On September 13, 2013, Mission entered into a definitive agreement to acquire 2 television stations in the Binghamton, New York market, from Stainless Broadcasting, L.P. (“Stainless”). Mission will acquire the assets of WCIZ and WBPN-LP for $15.3 million in cash, subject to adjustments for working capital. A deposit of $0.2 million was paid upon signing the agreement. The remaining purchase price is expected to be funded by Mission through borrowings under its existing credit facility and cash on hand. Mission projects the acquisition to close in the second quarter of 2014.
|
·
|
On September 16, 2013, we entered into definitive agreements to acquire 3 television stations in 3 markets from Citadel Communications, L.P. and its related entities (“Citadel”). We will acquire the assets of KCAU and WHBF and the outstanding equity of WOI for a total of $87.9 million in cash, subject to adjustments for working capital. Upon signing the purchase agreements, we paid a total of $44.8 million to acquire the assets excluding FCC licenses and real property interests of KCAU and WHBF and $21.0 million as an upfront payment to acquire the outstanding equity of WOI, funded by a combination of borrowings under our revolving credit facility and cash on hand. We began providing programming and sales services to these stations pursuant to time brokerage agreements effective September 16, 2013. We project the acquisitions to close in the first quarter of 2014 and expect to fund the $22.0 million remaining purchase price through borrowings under our existing credit facility and cash on hand.
|
·
|
On November 6, 2013, we entered into a stock purchase agreement to acquire the outstanding equity of privately-held Grant Company, Inc. (“Grant”), the owner of 7 television stations in 4 markets, for $87.5 million in cash, subject to adjustments for working capital. Simultaneous with this acquisition, we entered into a purchase agreement with Mission pursuant to which Mission will acquire one of Grant’s television stations from us for $15.3 million and upon consummation, enter into local service agreements with us. A deposit of $8.5 million was paid upon signing the purchase agreement funded by our cash on hand. The remaining purchase price is expected to be funded through cash generated from operations prior to closing, borrowings under our and Mission’s existing credit facilities and future credit market transactions. We project the acquisition to close in the second quarter of 2014.
|
·
|
On December 18, 2013, we and Mission entered into definitive agreements to acquire 6 television stations in 2 markets. We will acquire the outstanding equity of 5 stations for $33.5 million in cash, subject to adjustments for working capital, from Gray Television Group, Inc. (“Gray TV”) and Mission will acquire the outstanding equity of one station from Excalibur Broadcasting, LLC (“Excalibur”) for $4.0 million in cash, subject to adjustments for working capital. We and Mission project the acquisitions to close in the second quarter of 2014.
|
·
|
On January 3, 2013, Mission borrowed $60.0 million in term loans under its senior secured credit facility to fund the acquisition of the assets of KLRT and KASN from Newport.
|
·
|
On June 28, 2013, we and Mission entered into amendments to each of our senior secured credit facilities. The amendments provided commitments for incremental term loan facilities (“Term Loan A Facilities”) available to us of $144.0 million and to Mission of $90.0 million, subject to reallocation of up to $18.0 million for the benefit of Rocky Creek Communications, Inc. (“Rocky Creek”), an independent third party, pursuant to the terms of the amended credit agreements. On June 28, 2013, we received initial proceeds of $50.0 million under our incremental term loan facility, which was used to repay outstanding revolving loans of $27.0 million in June 2013 and $22.0 million in July 2013.
|
·
|
On October 1, 2013, we issued $275.0 million of 6.875% Notes at 100.25%. The 6.875% Notes will mature on November 15, 2020 and interest is payable semiannually in arrears on May 15 and November 15 of each year. The notes have the same terms as, and are to be treated as a single class with our $250.0 million 6.875% Notes that were issued on November 9, 2012. Concurrently, we and Mission entered into amendments to each of our senior secured credit facilities. The amendments provided for incremental term loans (“Term Loan B-2”) to us of $25.0 million and to Mission of $125.0 million and amended revolving credit facilities available to us of $75.0 million and to Mission of $30.0 million. On December 31, 2013, we and Mission began the scheduled quarterly repayments on the Term Loan B-2 of 0.25% of the aggregate principal. The remainder of the principal is due in full at maturity on October 1, 2020.
|
·
|
During September 2013, we repurchased $10.4 million of our 8.875% Senior Second Lien Notes (“8.875% Notes”) at an average price of 108.2%, plus accrued and unpaid interest. On October 1, 2013, we and Mission repurchased $292.7 million of the outstanding principal balance of the 8.875% Notes at 108.875%, plus accrued and unpaid interest, in accordance with a tender offer dated September 17, 2013. The tender offer expired on October 15, 2013 and we and Mission repurchased the remaining principal balance of $21.9 million at a redemption price of 107.0%, plus accrued and unpaid interest, on November 16, 2013. These transactions resulted in a loss on extinguishment of debt of $34.3 million.
|
·
|
On December 9, 2013, we and Mission entered into amendments to each of our senior secured credit facilities. Under the terms of the amendments, we prepaid $5.0 million of the outstanding principal balance of our Term Loan B, issued in December 2012, and Mission received $5.0 million in Term Loan B-2. On the same date, we and Mission converted the $343.3 million total principal balance of Term Loan B into Term Loan B-2. The refinanced term loans allow favorable interest rates and extended debt maturity date for the Company.
|
·
|
Throughout 2013, we and Mission repaid the contractual maturities under each of our term loans, for a total of $3.0 million.
|
Service Agreements
|
Mission Stations
|
TBA Only
(1)
|
WFXP and KHMT
|
SSA & JSA
(2)
|
KJTL, KJBO-LP, KLRT, KASN, KOLR, KCIT, KCPN-LP, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY
|
(1)
|
We have a time brokerage agreement (“TBA”) with each of these stations which allows us to program most of each station’s broadcast time, sell each station’s advertising time and retain the advertising revenue generated in exchange for monthly payments to Mission.
|
(2)
|
We have both a shared services agreement (“SSA”) and a joint sales agreement (“JSA”) with each of these stations. Each SSA allows our station in the market to provide services including news production, technical maintenance and security, in exchange for our right to receive certain payments from Mission as described in the SSAs. Each JSA permits us to sell the station’s advertising time and retain a percentage of the station’s net advertising revenue, as described in the JSAs.
|
2013
|
2012
|
2011
|
|||||||||||||||||||
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||||
Local
|
$ | 265,376 | 51.0 | $ | 190,168 | 47.8 | $ | 181,569 | 57.3 | ||||||||||||
National
|
113,423 | 21.8 | 76,123 | 19.1 | 65,728 | 20.8 | |||||||||||||||
Political
|
5,152 | 1.0 | 46,276 | 11.6 | 6,326 | 2.0 | |||||||||||||||
Retransmission compensation
|
101,119 | 19.4 | 60,933 | 15.4 | 37,393 | 11.8 | |||||||||||||||
Digital media revenue
|
30,846 | 5.9 | 18,363 | 4.6 | 16,224 | 5.1 | |||||||||||||||
Management fee
|
- | - | 1,961 | 0.6 | 6,189 | 2.0 | |||||||||||||||
Other
|
4,280 | 0.9 | 3,708 | 0.9 | 3,294 | 1.0 | |||||||||||||||
Total gross revenue
|
520,196 | 100.0 | 397,532 | 100.0 | 316,723 | 100.0 | |||||||||||||||
Less: Agency commissions
|
(49,395 | ) | (9.5) | (40,820 | ) | (10.3) | (31,689 | ) | (10.0) | ||||||||||||
Net broadcast revenue
|
470,801 | 90.5 | 356,712 | 89.7 | 285,034 | 90.0 | |||||||||||||||
Trade and barter revenue
|
31,529 | 21,920 | 21,457 | ||||||||||||||||||
Net revenue
|
$ | 502,330 | $ | 378,632 | $ | 306,491 |
2013
|
2012
|
2011
|
|||||||||||||||||||
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
||||||||||||||||
Net revenue
|
$ | 502,330 | 100.0 | $ | 378,632 | 100.0 | $ | 306,491 | 100.0 | ||||||||||||
Operating expenses:
|
|||||||||||||||||||||
Corporate expenses
|
26,339 | 5.2 | 24,636 | 6.5 | 19,780 | 6.4 | |||||||||||||||
Station direct operating expenses, net of trade
|
139,807 | 27.8 | 84,743 | 22.4 | 73,829 | 24.1 | |||||||||||||||
Selling, general and administrative expenses
|
124,594 | 24.8 | 92,899 | 24.5 | 85,387 | 27.9 | |||||||||||||||
Loss on asset disposal, net
|
1,280 | 0.3 | 468 | 0.1 | 461 | 0.2 | |||||||||||||||
Trade and barter expense
|
30,730 | 6.1 | 20,841 | 5.5 | 21,270 | 6.9 | |||||||||||||||
Depreciation
|
33,578 | 6.7 | 23,555 | 6.2 | 21,845 | 7.1 | |||||||||||||||
Amortization of intangible assets
|
30,148 | 6.0 | 22,994 | 6.1 | 25,979 | 8.5 | |||||||||||||||
Amortization of broadcast rights, excluding barter
|
12,613 | 2.5 | 8,591 | 2.3 | 9,947 | 3.2 | |||||||||||||||
Income from operations
|
$ | 103,241 | $ | 99,905 | $ | 47,993 |
Years Ended December 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Net cash provided by operating activities
|
$ | 27,339 | $ | 79,888 | $ | 40,340 | ||||||
Net cash used in investing activities
|
(248,118 | ) | (238,617 | ) | (54,579 | ) | ||||||
Net cash provided by (used in) financing activities
|
191,808 | 220,182 | (1,873 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents
|
$ | (28,971 | ) | $ | 61,453 | $ | (16,112 | ) | ||||
Cash paid for interest
|
$ | 75,074 | $ | 66,360 | $ | 51,088 | ||||||
Cash paid for income taxes, net
|
$ | 2,129 | $ | 1,597 | $ | 474 |
As of December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash and cash equivalents
|
$ | 40,028 | $ | 68,999 | ||||
Long-term debt including current portion
|
1,071,119 | 857,642 | ||||||
Unused Term Loan A Facilities
|
184,000 | - | ||||||
Unused commitments under senior secured credit facilities
(1)
|
105,000 | 100,000 |
__________________
|
|
(1)
|
Based on covenant calculations as of December 31, 2013, all of the $105 million of total unused revolving loan commitments under the Nexstar and Mission senior secured credit facilities were available for borrowing.
|
Total
|
2014
|
2015-2016 | 2017-2018 |
Thereafter
|
||||||||||||||||
Nexstar senior secured credit facility
|
$ | 314,108 | $ | 4,523 | $ | 13,170 | $ | 45,545 | $ | 250,870 | ||||||||||
Mission senior secured credit facility
|
232,896 | 2,334 | 4,670 | 4,670 | 221,222 | |||||||||||||||
6.875% Senior unsecured notes due 2020
|
525,000 | - | - | - | 525,000 | |||||||||||||||
$ | 1,072,004 | $ | 6,857 | $ | 17,840 | $ | 50,215 | $ | 997,092 |
Total
|
2014
|
2015-2016 | 2017-2018 |
Thereafter
|
||||||||||||||||
Nexstar senior secured credit facility
|
$ | 314,108 | $ | 4,523 | $ | 13,170 | $ | 45,545 | $ | 250,870 | ||||||||||
Mission senior secured credit facility
|
232,896 | 2,334 | 4,670 | 4,670 | 221,222 | |||||||||||||||
6.875% senior unsecured notes due 2020
|
525,000 | - | - | - | 525,000 | |||||||||||||||
Cash interest on debt
|
385,643 | 57,578 | 114,427 | 111,779 | 101,859 | |||||||||||||||
Broadcast rights current cash commitments
(1)
|
5,207 | 2,607 | 2,231 | 355 | 14 | |||||||||||||||
Broadcast rights future cash commitments
|
16,368 | 8,035 | 5,719 | 1,574 | 1,040 | |||||||||||||||
Executive employee contracts
(2)
|
31,291 | 9,611 | 15,044 | 6,636 | - | |||||||||||||||
Operating lease obligations
|
58,696 | 6,001 | 11,897 | 12,248 | 28,550 | |||||||||||||||
Total contractual cash obligations
|
$ | 1,569,209 | $ | 90,689 | $ | 167,158 | $ | 182,807 | $ | 1,128,555 |
(1)
|
Excludes broadcast rights barter payable commitments recorded on the Consolidated Financial Statements as of December 31, 2013 in the amount of $11.6 million.
|
||||||||||||||
(2)
|
Includes the employment contracts for all corporate executive employees and general managers of our stations.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
(1)
Consolidated Financial Statements.
The Consolidated Financial Statements of Nexstar Broadcasting Group, Inc. listed on the index on page F-1 have been included beginning on page F-3 of this Annual Report on Form 10-K.
|
|
(2)
Financial Statement Schedules
. The schedule of Valuation and Qualifying Accounts appears in Note 18 to the Consolidated Financial Statements filed as part of this report.
|
|
(3)
Exhibits
. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index beginning on page E-1 of this Annual Report on Form 10-K.
|
NEXSTAR BROADCASTING GROUP, INC. | ||||
By:
|
/s/ P
ERRY
A. S
OOK
|
|||
Perry A. Sook | ||||
President and Chief Executive Officer
|
||||
By:
|
/s/ T
HOMAS
E. C
ARTER
|
|||
Thomas E. Carter | ||||
Chief Financial Officer
|
Name
|
Title
|
|
/s/ P
ERRY
A. S
OOK
|
President, Chief Executive Officer and Director
|
|
Perry A. Sook
|
(Principal Executive Officer)
|
|
/s/ T
HOMAS
E. C
ARTER
|
Chief Financial Officer
|
|
Thomas E. Carter
|
(Principal Financial and Accounting Officer)
|
|
/s/ J
AY
M. G
ROSSMAN
|
Director
|
|
Jay M. Grossman
|
||
/s/ R
OYCE
Y
UDKOFF
|
Director
|
|
Royce Yudkoff
|
||
/s/ G
EOFF
A
RMSTRONG
|
Director
|
|
Geoff Armstrong
|
||
/s/ I. M
ARTIN
P
OMPADUR
|
Director
|
|
I. Martin Pompadur
|
||
/s/ L
ISBETH
M
C
N
ABB
|
Director
|
|
Lisbeth McNabb
|
||
/s/ Dennis A. Miller
|
Director
|
|
Dennis A. Miller
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
F-3
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011
|
F-4
|
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the three years ended December 31, 2013
|
F-5
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
NEXSTAR BROADCASTING GROUP, INC.
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
(in thousands, except share information)
|
||||||||
December 31,
|
||||||||
|
2013
|
2012
|
||||||
ASSETS
|
|
|||||||
Current assets:
|
|
|||||||
Cash and cash equivalents
|
$ | 40,028 | $ | 68,999 | ||||
Accounts receivable, net of allowance for doubtful accounts of $3,035 and $1,965, respectively
|
109,430 | 74,553 | ||||||
Current portion of broadcast rights
|
7,057 | 8,477 | ||||||
Deferred tax assets
|
38,585 | 8,861 | ||||||
Prepaid expenses and other current assets
|
6,066 | 2,436 | ||||||
Total current assets
|
201,166 | 163,326 | ||||||
Property and equipment, net
|
212,259 | 180,162 | ||||||
Goodwill
|
198,052 | 148,409 | ||||||
FCC licenses
|
222,757 | 198,257 | ||||||
FCC licenses of consolidated variable interest entities
|
66,263 | 21,939 | ||||||
Other intangible assets, net
|
162,535 | 122,491 | ||||||
Deferred tax assets
|
30,898 | 72,090 | ||||||
Other noncurrent assets
|
69,792 | 39,141 | ||||||
Total assets
|
$ | 1,163,722 | $ | 945,815 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current portion of debt
|
$ | 6,857 | $ | 2,175 | ||||
Current portion of broadcast rights payable
|
6,282 | 9,094 | ||||||
Accounts payable
|
10,250 | 13,307 | ||||||
Accrued expenses
|
24,142 | 18,122 | ||||||
Interest payable
|
4,661 | 8,703 | ||||||
Amounts payable to sellers for acquisition of stations
|
22,000 | - | ||||||
Other current liabilities of Mission
|
4,923 | 3,195 | ||||||
Other current liabilities
|
4,807 | 3,407 | ||||||
Total current liabilities
|
83,922 | 58,003 | ||||||
Debt
|
1,064,262 | 855,467 | ||||||
Other noncurrent liabilities of Mission
|
8,080 | 7,828 | ||||||
Other noncurrent liabilities
|
20,689 | 22,278 | ||||||
Total liabilities
|
1,176,953 | 943,576 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' (deficit) equity:
|
||||||||
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2013 and 2012
|
- | - | ||||||
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 30,598,535 and 21,677,248 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
306 | 217 | ||||||
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding at December 31, 2013 and 7,702,471 shares issued and outstanding at December 31, 2012
|
- | 77 | ||||||
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and outstanding at each of December 31, 2013 and 2012
|
- | - | ||||||
Additional paid-in capital
|
396,817 | 410,514 | ||||||
Accumulated deficit
|
(410,354 | ) | (408,569 | ) | ||||
Total stockholders' (deficit) equity
|
(13,231 | ) | 2,239 | |||||
Total liabilities and stockholders' (deficit) equity
|
$ | 1,163,722 | $ | 945,815 |
NEXSTAR BROADCASTING GROUP, INC.
|
||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
(in thousands, except per share information)
|
||||||||||||
Years Ended December 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Net revenue
|
$ | 502,330 | $ | 378,632 | $ | 306,491 | ||||||
Operating expenses:
|
||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
147,711 | 91,764 | 81,657 | |||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
150,933 | 117,535 | 105,167 | |||||||||
Amortization of broadcast rights
|
35,439 | 22,411 | 23,389 | |||||||||
Amortization of intangible assets
|
30,148 | 22,994 | 25,979 | |||||||||
Depreciation
|
33,578 | 23,555 | 21,845 | |||||||||
Loss on asset disposal, net
|
1,280 | 468 | 461 | |||||||||
Total operating expenses
|
399,089 | 278,727 | 258,498 | |||||||||
Income from operations
|
103,241 | 99,905 | 47,993 | |||||||||
Interest expense, net
|
(66,243 | ) | (51,559 | ) | (53,004 | ) | ||||||
Loss on extinguishment of debt, net
|
(34,724 | ) | (3,272 | ) | (1,155 | ) | ||||||
Other expenses
|
(1,459 | ) | - | - | ||||||||
Income (loss) from continuing operations before income tax (expense) benefit
|
815 | 45,074 | (6,166 | ) | ||||||||
Income tax (expense) benefit
|
(2,600 | ) | 132,279 | (5,725 | ) | |||||||
(Loss) income from continuing operations
|
(1,785 | ) | 177,353 | (11,891 | ) | |||||||
Gain on disposal of station, net of income tax expense of $3,098
|
- | 5,139 | - | |||||||||
Net (loss) income
|
$ | (1,785 | ) | $ | 182,492 | $ | (11,891 | ) | ||||
(Loss) income per common share from continuing operations:
|
||||||||||||
Basic
|
$ | (0.06 | ) | $ | 6.13 | $ | (0.42 | ) | ||||
Diluted
|
$ | (0.06 | ) | $ | 5.77 | $ | (0.42 | ) | ||||
Gain on disposal of station, net of income tax expense, per common share:
|
||||||||||||
Basic
|
$ | - | $ | 0.18 | $ | - | ||||||
Diluted
|
$ | - | $ | 0.17 | $ | - | ||||||
Net (loss) income per common share:
|
||||||||||||
Basic
|
$ | (0.06 | ) | $ | 6.31 | $ | (0.42 | ) | ||||
Diluted
|
$ | (0.06 | ) | $ | 5.94 | $ | (0.42 | ) | ||||
Weighted average number of common shares outstanding:
|
||||||||||||
Basic
|
29,897 | 28,940 | 28,626 | |||||||||
Diluted
|
29,897 | 30,732 | 28,626 | |||||||||
Dividends declared per common share
|
$ | 0.48 | $ | - | $ | - |
NEXSTAR BROADCASTING GROUP, INC.
|
|||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
|
|||||||||||||||||||||||||||
For the Three Years Ended December 31, 2013
|
|||||||||||||||||||||||||||
(in thousands, except share information)
|
|||||||||||||||||||||||||||
Total
|
|||||||||||||||||||||||||||
Common Stock
|
Additional
|
Stockholders'
|
|||||||||||||||||||||||||
Preferred Stock
|
Class A
|
Class B
|
Class C
|
Paid-In
|
Treasury Stock
|
Accumulated
|
(Deficit)
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Shares
|
Amount
|
Deficit
|
Equity
|
|||||||||||||||
Balances as of December 31, 2010
|
-
|
$
|
-
|
15,038,839
|
$
|
150
|
13,411,588
|
$
|
134
|
-
|
$
|
-
|
$
|
403,006
|
-
|
$
|
-
|
$
|
(579,170)
|
$
|
(175,880)
|
||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,162
|
-
|
-
|
-
|
1,162
|
||||||||||||||
Exercise of stock options
|
-
|
-
|
14,000
|
1
|
-
|
-
|
-
|
-
|
66
|
-
|
-
|
-
|
67
|
||||||||||||||
Issuance of stock for station acquisition | - | - | 334,292 | 3 | - | - | - | - | 2,420 | - | - | - | 2,423 | ||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(11,891)
|
(11,891)
|
||||||||||||||
Balances as of December 31, 2011
|
-
|
-
|
15,387,131
|
154
|
13,411,588
|
134
|
-
|
-
|
406,654
|
-
|
-
|
(591,061)
|
(184,119)
|
||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,362
|
-
|
-
|
-
|
1,362
|
||||||||||||||
Exercise of stock options
|
-
|
-
|
581,000
|
6
|
-
|
-
|
-
|
-
|
1,762
|
-
|
-
|
-
|
1,768
|
||||||||||||||
Conversion of Class B common stock to Class A common stock
|
-
|
-
|
5,709,117
|
57
|
(5,709,117)
|
(57)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Excess tax benefit from stock option exercises
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
736
|
-
|
-
|
-
|
736
|
||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
182,492
|
182,492
|
||||||||||||||
Balances as of December 31, 2012
|
-
|
-
|
21,677,248
|
217
|
7,702,471
|
77
|
-
|
-
|
410,514
|
-
|
-
|
(408,569)
|
2,239
|
||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,080
|
-
|
-
|
-
|
2,080
|
||||||||||||||
Conversion of Class B common stock to Class A common stock
|
-
|
-
|
7,702,471
|
77
|
(7,702,471)
|
(77)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(365,384)
|
(8,422)
|
-
|
(8,422)
|
||||||||||||||
Exercise of stock options
|
-
|
-
|
1,218,816
|
12
|
-
|
-
|
-
|
-
|
(1,475)
|
365,384
|
8,422
|
-
|
6,959
|
||||||||||||||
Common stock dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(14,302)
|
-
|
-
|
-
|
(14,302)
|
||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,785)
|
(1,785)
|
||||||||||||||
Balances as of December 31, 2013
|
-
|
$
|
-
|
30,598,535
|
$
|
306
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
396,817
|
-
|
$
|
-
|
$
|
(410,354)
|
$
|
(13,231)
|
Years Ended December 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net (loss) income
|
$ | (1,785 | ) | $ | 182,492 | $ | (11,891 | ) | ||||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
||||||||||||
Deferred income taxes
|
2,667 | (132,618 | ) | 5,218 | ||||||||
Provision for bad debts
|
2,697 | 2,390 | 2,376 | |||||||||
Depreciation of property and equipment
|
33,578 | 23,555 | 21,845 | |||||||||
Amortization of intangible assets
|
30,148 | 22,994 | 25,979 | |||||||||
Amortization of debt financing costs
|
2,223 | 1,610 | 1,715 | |||||||||
Amortization of broadcast rights, excluding barter
|
12,613 | 8,591 | 9,947 | |||||||||
Payments for broadcast rights
|
(14,191 | ) | (9,169 | ) | (10,149 | ) | ||||||
Gain on disposal of station
|
- | (5,139 | ) | - | ||||||||
Loss on asset disposal, net
|
1,280 | 468 | 461 | |||||||||
Loss on extinguishment of debt, net
|
34,724 | 3,272 | 1,155 | |||||||||
Premium paid for debt extinguishment, net
|
(28,364 | ) | (344 | ) | (254 | ) | ||||||
Issue discount and PIK interest paid upon debt extinguishment
|
(8,161 | ) | (15,625 | ) | (3,341 | ) | ||||||
Deferred gain recognition
|
(436 | ) | (437 | ) | (436 | ) | ||||||
Amortization of debt discount, net
|
1,057 | 1,329 | 1,741 | |||||||||
Amortization of deferred representation fee incentive
|
(820 | ) | (769 | ) | (618 | ) | ||||||
Stock-based compensation expense
|
2,080 | 1,362 | 1,162 | |||||||||
Excess tax benefit from stock option exercises
|
- | (736 | ) | - | ||||||||
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||
Accounts receivable
|
(38,114 | ) | (5,348 | ) | (8,177 | ) | ||||||
Prepaid expenses and other current assets
|
(3,177 | ) | (348 | ) | 625 | |||||||
Other noncurrent assets
|
97 | (1,690 | ) | 781 | ||||||||
Accounts payable and accrued expenses
|
4,282 | 6,809 | 1,845 | |||||||||
Interest payable
|
(4,042 | ) | (2,165 | ) | 1,619 | |||||||
Deferred revenue
|
51 | (448 | ) | (1,068 | ) | |||||||
Other liabilities of Mission
|
691 | 428 | 679 | |||||||||
Other noncurrent liabilities
|
(1,759 | ) | (576 | ) | (874 | ) | ||||||
Net cash provided by operating activities
|
27,339 | 79,888 | 40,340 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment
|
(18,955 | ) | (17,260 | ) | (13,349 | ) | ||||||
Proceeds from disposals of property and equipment
|
219 | 236 | 122 | |||||||||
Deposits and payments for acquisitions
|
(229,382 | ) | (235,453 | ) | (41,352 | ) | ||||||
Proceeds from disposal of station
|
- | 13,860 | - | |||||||||
Net cash used in investing activities
|
(248,118 | ) | (238,617 | ) | (54,579 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of long-term debt
|
654,563 | 608,750 | 97,100 | |||||||||
Repayments of long-term debt
|
(438,835 | ) | (377,806 | ) | (98,507 | ) | ||||||
Payments for debt financing costs
|
(7,210 | ) | (13,238 | ) | (533 | ) | ||||||
Payments for capital lease obligations
|
(945 | ) | (28 | ) | - | |||||||
Purchase of treasury stock
|
(8,422 | ) | - | - | ||||||||
Proceeds from exercise of stock options
|
6,959 | 1,768 | 67 | |||||||||
Excess tax benefit from stock option exercises
|
- | 736 | - | |||||||||
Common stock dividends paid
|
(14,302 | ) | - | - | ||||||||
Net cash provided by (used in) financing activities
|
191,808 | 220,182 | (1,873 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents
|
(28,971 | ) | 61,453 | (16,112 | ) | |||||||
Cash and cash equivalents at beginning of period
|
68,999 | 7,546 | 23,658 | |||||||||
Cash and cash equivalents at end of period
|
$ | 40,028 | $ | 68,999 | $ | 7,546 | ||||||
Supplemental information:
|
||||||||||||
Interest paid
|
$ | 75,074 | $ | 66,360 | $ | 51,088 | ||||||
Income taxes paid, net
|
$ | 2,129 | $ | 1,597 | $ | 474 | ||||||
Non-cash investing and financing activities:
|
||||||||||||
Amounts payable to sellers for acquisition of stations
|
$ | 22,000 | $ | - | $ | - | ||||||
Accrued purchases of property and equipment
|
$ | 1,763 | $ | 1,263 | $ | 1,674 | ||||||
Noncash purchases of property and equipment
|
$ | 3,683 | $ | 451 | $ | 484 | ||||||
Station acquisition through issuance of Class A common stock
|
$ | - | $ | - | $ | 2,423 | ||||||
Accrued debt financing costs
|
$ | 77 | $ | 1,242 | $ | 30 |
Service Agreements
|
Mission Stations
|
TBA Only
(1)
|
WFXP and KHMT
|
SSA & JSA
(2)
|
KJTL, KJBO-LP, KLRT, KASN, KOLR, KCIT, KCPN-LP, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, and WVNY
|
(1)
|
Nexstar has a time brokerage agreement (“TBA”) with each of these stations which allows Nexstar to program most of each station’s broadcast time, sell each station’s advertising time and retain the advertising revenue generated in exchange for monthly payments to Mission, based on the station’s monthly operating expenses.
|
(2)
|
Nexstar has both a shared services agreement (“SSA”) and a joint sales agreement (“JSA”) with each of these stations. Each SSA 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 from Mission as described in the SSAs. Each JSA permits Nexstar to sell the station’s advertising time and retain a percentage of the net revenue from the station’s advertising time in return for monthly payments to Mission of the remaining percentage of net revenue, as described in the JSAs.
|
2013
|
2012
|
2011
|
||||
Weighted average shares outstanding - basic
|
29,897
|
28,940
|
28,626
|
|||
Effect of dilutive stock options
|
-
|
1,792
|
-
|
|||
Weighted average shares outstanding - diluted
|
29,897
|
30,732
|
28,626
|
Broadcast rights
|
$ | 269 | ||
Prepaid expenses and other current assets
|
252 | |||
Property and equipment
|
10,613 | |||
FCC licenses of consolidated VIEs
|
24,700 | |||
Network affiliation agreements
|
26,129 | |||
Other intangible assets
|
3,398 | |||
Goodwill
|
30,214 | |||
Other assets
|
1,807 | |||
Total assets acquired
|
97,382 | |||
Less: Broadcast rights payable
|
(269 | ) | ||
Less: Accounts payable and accrued expenses
|
(397 | ) | ||
Less: Deferred tax liabilities
|
(8,801 | ) | ||
Net assets acquired
|
$ | 87,915 |
Market
|
Market Rank
|
Station
|
Affiliation
|
|||
Nexstar:
|
||||||
Harlingen-Weslaco-Brownsville-McAllen, TX
|
86
|
KVEO
|
NBC/Estrella
|
|||
Waco-Temple-Bryan, TX
|
88
|
KWKT
|
FOX/MyNetworkTV/ Estrella
|
|||
KYLE
|
FOX/MyNetworkTV/ Estrella
|
|||||
El Paso, TX
|
91
|
KTSM
|
NBC/Estrella
|
|||
Baton Rouge, LA
|
94
|
WGMB
|
FOX
|
|||
WBRL-CD
|
The CW
|
|||||
Tyler-Longview, TX
|
107
|
KETK
|
NBC/Estrella
|
|||
Lafayette, LA
|
124
|
KADN
|
FOX
|
|||
KLAF-LD
|
MyNetworkTV
|
|||||
Alexandria, LA
|
179
|
WNTZ
|
FOX/MyNetworkTV
|
|||
Mission:
|
||||||
Shreveport, LA
|
83
|
KMSS
|
FOX
|
|||
Baton Rouge, LA
|
94
|
WVLA
KZUP-CD
|
NBC
RTV
|
|||
Tyler-Longview, TX
|
107
|
KFXK
KFXL-LD
KLPN-LD
|
FOX
FOX
MyNetworkTV
|
|||
Odessa-Midland, TX
|
152
|
KPEJ
|
FOX/Estrella
|
|||
Rocky Creek:
|
||||||
Shreveport, LA
|
83
|
KSHV
|
MyNetworkTV
|
|||
Evansville, IN
|
104
|
WEVV
|
CBS/FOX/ MyNetworkTV
|
Broadcast rights
|
$ | 1,030 | ||
Prepaid expenses and other current assets
|
150 | |||
Property and equipment
|
7,100 | |||
FCC licenses
|
2,797 | |||
FCC licenses of consolidated VIEs
|
2,797 | |||
Network affiliation agreements
|
2,119 | |||
Other intangible assets
|
439 | |||
Goodwill
|
1,787 | |||
Total assets acquired
|
18,219 | |||
Less: Broadcast rights payable
|
(1,145 | ) | ||
Less: Deferred revenue
|
(19 | ) | ||
Less: Accounts payable and accrued expenses
|
(504 | ) | ||
Net assets acquired
|
$ | 16,551 |
Broadcast rights
|
$ | 72 | ||
Prepaid expenses and other current assets
|
351 | |||
Property and equipment
|
9,343 | |||
FCC licenses
|
14,318 | |||
Network affiliation agreements
|
9,307 | |||
Other intangible assets
|
1,310 | |||
Goodwill
|
1,077 | |||
Total assets acquired
|
35,778 | |||
Less: Broadcast rights payable
|
(72 | ) | ||
Less: Deferred revenue
|
(57 | ) | ||
Less: Accounts payable and accrued expenses
|
(196 | ) | ||
Net assets acquired
|
$ | 35,453 |
Prepaid expenses and other current assets
|
$ | 140 | ||
Property and equipment
|
7,350 | |||
FCC licenses
|
7,385 | |||
Network affiliation agreements
|
7,870 | |||
Other intangible assets
|
107 | |||
Goodwill
|
3,838 | |||
Total assets acquired
|
26,690 | |||
Less: Accounts payable and accrued expenses
|
(194 | ) | ||
Net assets acquired
|
$ | 26,496 |
Broadcast rights
|
$ | 2,279 | ||
Prepaid expenses and other current assets
|
71 | |||
Property and equipment
|
11,153 | |||
FCC licenses of consolidated VIEs
|
16,827 | |||
Network affiliation agreements
|
17,002 | |||
Other intangible assets
|
2,511 | |||
Goodwill
|
12,727 | |||
Other assets
|
7 | |||
Total assets acquired
|
62,577 | |||
Less: Broadcast rights payable
|
(2,492 | ) | ||
Less: Accounts payable and accrued expenses
|
(386 | ) | ||
Net assets acquired
|
$ | 59,699 |
Market
|
Station
|
Primary
Affiliation
|
||
Salt Lake City, UT
|
KTVX
|
ABC
|
||
KUCW
|
CW
|
|||
Memphis, TN
|
WPTY
|
ABC
|
||
WLMT
|
CW
|
|||
Syracuse, NY
|
WSYR
|
ABC
|
||
Binghamton, NY
|
WBGH
|
NBC
|
||
WIVT
|
ABC
|
|||
Elmira, NY
|
WETM
|
NBC
|
||
Jackson, TN
|
WJKT
|
FOX
|
||
Watertown, NY
|
WWTI
|
ABC
|
Broadcast rights
|
9,346 | |||
Prepaid expenses
|
728 | |||
Property and equipment
|
44,314 | |||
FCC licenses
|
80,838 | |||
Network affiliation agreements
|
52,817 | |||
Other intangibles
|
11,149 | |||
Goodwill
|
36,501 | |||
Other assets
|
1,015 | |||
Total assets acquired
|
236,708 | |||
Less: Broadcast rights payable
|
(10,274 | ) | ||
Less: Accounts payable and accrued expenses
|
(1,204 | ) | ||
Less: Deferred revenue
|
(216 | ) | ||
Less: Other liabilities
|
(2 | ) | ||
Net assets acquired
|
$ | 225,012 |
Broadcast rights
|
$ | 286 | ||
Prepaid tower lease
|
1,037 | |||
Property and equipment
|
9,525 | |||
FCC licenses
|
8,678 | |||
Network affiliation agreement
|
1,784 | |||
Other intangibles
|
159 | |||
Goodwill
|
439 | |||
Other assets
|
94 | |||
Total assets acquired
|
22,002 | |||
Less: Broadcast rights payable
|
(365 | ) | ||
Less: Accrued expenses
|
(149 | ) | ||
Net assets acquired
|
$ | 21,488 |
Accounts receivable
|
$ | 48 | ||
Property and equipment
|
16 | |||
Software and other intangible assets
|
750 | |||
Goodwill
|
186 | |||
Total assets acquired
|
$ | 1,000 |
Accounts receivable, net
|
$ | 1,929 | ||
Broadcast rights
|
958 | |||
Property and equipment
|
7,907 | |||
FCC license
|
5,343 | |||
Network affiliation agreement
|
2,077 | |||
Other intangibles
|
234 | |||
Goodwill
|
2,891 | |||
Other assets
|
216 | |||
Total assets acquired
|
21,555 | |||
Less: Broadcast rights payable
|
(958 | ) | ||
Less: Accounts payable and accrued expenses
|
(310 | ) | ||
Net assets acquired
|
$ | 20,287 |
Unaudited
|
||||||||
2013
|
2012
|
|||||||
Net revenue
|
$ | 503,903 | $ | 498,859 | ||||
Income before income taxes
|
2,649 | 54,253 | ||||||
Net (loss) income
|
(671 | ) | 188,079 | |||||
Net (loss) income per common share - basic
|
(0.02 | ) | 6.50 | |||||
Net (loss) income per common share - diluted
|
(0.02 | ) | 6.12 |
Estimated
|
|||||||||
useful life,
|
|||||||||
in years
|
2013
|
2012
|
|||||||
Buildings and improvements
|
39 | $ | 55,338 | $ | 48,000 | ||||
Land
|
N/A | 14,479 | 11,557 | ||||||
Leasehold improvements
|
term of lease
|
4,396 | 1,821 | ||||||
Studio and transmission equipment
|
5-15 | 278,014 | 246,418 | ||||||
Office equipment and furniture
|
3-7 | 29,580 | 29,058 | ||||||
Vehicles
|
5 | 12,924 | 12,157 | ||||||
Construction in progress
|
N/A | 9,416 | 7,364 | ||||||
404,147 | 356,375 | ||||||||
Less: accumulated depreciation
|
(191,888 | ) | (176,213 | ) | |||||
Property and equipment, net
|
$ | 212,259 | $ | 180,162 |
Estimated
|
2013
|
2012
|
|||||||||||||||||||||||||
useful life,
|
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||
in years
|
Gross
|
Amortization
|
Net
|
Gross
|
Amortization
|
Net
|
|||||||||||||||||||||
Network affiliation agreements
|
15 | $ | 441,811 | $ | (291,154 | ) | $ | 150,657 | $ | 379,384 | $ | (268,921 | ) | $ | 110,463 | ||||||||||||
Other definite-lived intangible assets
|
1-15 | 33,435 | (21,557 | ) | 11,878 | 25,670 | (13,642 | ) | 12,028 | ||||||||||||||||||
Other intangible assets
|
$ | 475,246 | $ | (312,711 | ) | $ | 162,535 | $ | 405,054 | $ | (282,563 | ) | $ | 122,491 |
2014
|
$ | 21,988 | ||
2015
|
20,477 | |||
2016
|
15,471 | |||
2017
|
14,314 | |||
2018
|
11,920 | |||
Thereafter
|
78,365 | |||
$ | 162,535 |
Goodwill
|
FCC Licenses
|
|||||||||||||||||||||||
Accumulated
|
Accumulated
|
|||||||||||||||||||||||
Gross
|
Impairment
|
Net
|
Gross
|
Impairment
|
Net
|
|||||||||||||||||||
Balance as of December 31, 2011
|
$ | 158,791 | $ | (46,216 | ) | $ | 112,575 | $ | 191,710 | $ | (50,202 | ) | $ | 141,508 | ||||||||||
Acquisitions
|
36,501 | - | 36,501 | 80,838 | - | 80,838 | ||||||||||||||||||
Disposal of KBTV
|
(892 | ) | 225 | (667 | ) | (2,931 | ) | 781 | (2,150 | ) | ||||||||||||||
Balance as of December 31, 2012
|
$ | 194,400 | $ | (45,991 | ) | $ | 148,409 | $ | 269,617 | $ | (49,421 | ) | $ | 220,196 | ||||||||||
Acquisitions
|
49,643 | - | 49,643 | 68,824 | - | 68,824 | ||||||||||||||||||
Balance as of December 31, 2013
|
$ | 244,043 | $ | (45,991 | ) | $ | 198,052 | $ | 338,441 | $ | (49,421 | ) | $ | 289,020 |
2013
|
2012
|
|||||||
Compensation and related taxes
|
$ | 9,744 | $ | 7,282 | ||||
Sales commissions
|
2,556 | 1,919 | ||||||
Employee benefits
|
1,354 | 1,147 | ||||||
Property taxes
|
649 | 653 | ||||||
Other
|
9,839 | 7,121 | ||||||
$ | 24,142 | $ | 18,122 |
7.
|
Debt
|
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Term loans, net of discount of $1,554 and $1,736, respectively
|
$ | 545,450 | $ | 288,264 | ||||
8.875% Senior secured second lien notes due 2017, net of discount of $0 and $5,622, respectively
|
- | 319,378 | ||||||
6.875% Senior unsecured notes due 2020, including premium of $669 and $0, respectively
|
525,669 | 250,000 | ||||||
1,071,119 | 857,642 | |||||||
Less: current portion
|
(6,857 | ) | (2,175 | ) | ||||
$ | 1,064,262 | $ | 855,467 |
2013
|
2012
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
Term loans
(1)
|
$ | 545,450 | $ | 546,818 | $ | 288,264 | $ | 293,187 | ||||||||
8.875% Senior secured second lien notes
(2)
|
- | - | 319,378 | 359,125 | ||||||||||||
6.875% Senior unsecured notes
(2)
|
525,669 | 561,750 | 250,000 | 258,750 |
____________________
|
||
(1)
|
The fair value of senior secured credit facilities is computed based on borrowing rates currently available to Nexstar and Mission 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 Nexstar’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.
|
2014
|
$ | 6,857 | ||
2015
|
8,232 | |||
2016
|
9,608 | |||
2017
|
9,982 | |||
2018
|
40,233 | |||
Thereafter
|
997,092 | |||
$ | 1,072,004 |
2013
|
2012
|
|||||||
Broadcast rights payable
|
$ | 7,432 | $ | 8,674 | ||||
Deferred rent
|
5,062 | 4,446 | ||||||
Deferred representation fee incentive
|
2,756 | 3,576 | ||||||
Software agreement obligation
|
3,276 | 2,801 | ||||||
Deferred gain on sale of assets
|
1,523 | 1,760 | ||||||
Other
|
640 | 1,021 | ||||||
$ | 20,689 | $ | 22,278 |
2012
|
|
Expected volatility
|
88.4%
|
Risk-free interest rates
|
1.2%
|
Expected life
|
7 years
|
Dividend yields
|
None
|
Weighted-average grant date fair value per share
|
$7.37
|
Outstanding Options
|
Non-Vested Options
|
|||||||||||||
Weighted-
|
||||||||||||||
Weighted-
|
Average
|
Aggregate
|
Weighted-
|
|||||||||||
Shares
|
Average
|
Remaining
|
Intrinsic
|
Average
|
||||||||||
Available
|
Exercise
|
Contractual
|
Value
(1)
|
Grant-Date
|
||||||||||
for Grant
|
Shares
|
Price
|
Term (Years)
|
(thousands)
|
Shares
|
Fair Value
|
||||||||
Options as of December 31, 2012
|
1,149,000
|
4,169,000
|
$
|
5.55
|
1,348,000
|
$
|
5.67
|
|||||||
Granted
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Exercised
|
-
|
(1,584,200)
|
$
|
4.39
|
-
|
-
|
||||||||
Vested
|
-
|
-
|
-
|
(405,000)
|
$
|
5.16
|
||||||||
Forfeited/cancelled
|
9,000
|
(9,000)
|
2.18
|
(9,000)
|
1.62
|
|||||||||
Options as of December 31, 2013
|
1,158,000
|
2,575,800
|
$
|
6.24
|
5.73
|
$
|
127,473
|
934,000
|
$
|
6.33
|
||||
Exercisable as of December 31, 2013
|
1,641,800
|
$
|
5.10
|
4.34
|
$
|
83,116
|
||||||||
Fully vested and expected to vest as of December 31, 2013
|
2,545,002
|
$
|
6.22
|
5.70
|
$
|
126,011
|
(1)
|
Aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock on the last day of the fiscal period, which was $55.73 on December 31, 2013, and the exercise price multiplied by the number of options outstanding.
|
12.
|
Income Taxes
|
2013
|
2012
|
2011
|
||||||||||
Current tax (benefit) expense:
|
||||||||||||
Federal
|
$
|
(681
|
)
|
$
|
681
|
$
|
—
|
|||||
State
|
480
|
1,518
|
508
|
|||||||||
(201
|
)
|
2,199
|
508
|
|||||||||
Deferred tax expense (benefit):
|
||||||||||||
Federal
|
2,069
|
(127,131
|
)
|
4,343
|
||||||||
State
|
732
|
(4,249
|
)
|
874
|
||||||||
2,801
|
(131,380
|
)
|
5,217
|
|||||||||
Income tax expense (benefit)
|
$
|
2,600
|
$
|
(129,181
|
)
|
$
|
5,725
|
2013
|
2012
|
2011
|
||||||||||
Continuing operations
|
$
|
2,600
|
$
|
(132,279
|
)
|
$
|
5,725
|
|||||
Discontinued operations
|
—
|
3,098
|
—
|
|||||||||
Income tax expense (benefit)
|
$
|
2,600
|
$
|
(129,181
|
)
|
$
|
5,725
|
2013
|
2012
|
2011
|
||||||||||
Income tax expense (benefit) at 35% statutory federal rate
|
$
|
285
|
$
|
15,777
|
$
|
(2,158
|
)
|
|||||
Change in valuation allowance
|
—
|
(151,394
|
)
|
7,487
|
||||||||
State and local taxes, net of federal benefit
|
599
|
2,616
|
153
|
|||||||||
Nondeductible compensation
|
479
|
702
|
—
|
|||||||||
Nondeductible acquisition costs
|
611
|
—
|
—
|
|||||||||
Nondeductible meals and entertainment
|
321
|
255
|
243
|
|||||||||
Other
|
305
|
(235
|
)
|
—
|
||||||||
Income tax expense (benefit)
|
$
|
2,600
|
$
|
(132,279
|
)
|
$
|
5,725
|
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
134,596
|
$
|
126,585
|
||||
Other intangible assets
|
—
|
1,034
|
||||||
Deferred revenue
|
1,071
|
1,150
|
||||||
Deferred gain on sale of assets
|
1,250
|
1,418
|
||||||
Other
|
11,535
|
12,724
|
||||||
Total deferred tax assets
|
148,452
|
142,911
|
||||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
(5,803
|
)
|
(7,095
|
)
|
||||
Other intangibles
|
(9,272
|
)
|
—
|
|||||
Goodwill
|
(22,608
|
)
|
(18,964
|
)
|
||||
FCC licenses
|
(41,286
|
)
|
(35,901
|
)
|
||||
Total deferred tax liabilities
|
(78,969
|
)
|
(61,960
|
)
|
||||
Net deferred tax assets
|
$
|
69,483
|
$
|
80,951
|
2014
|
$ | 8,035 | ||
2015
|
4,120 | |||
2016
|
1,599 | |||
2017
|
1,009 | |||
2018
|
565 | |||
Thereafter
|
1,040 | |||
$ | 16,368 |
2014
|
$ | 6,001 | ||
2015
|
5,913 | |||
2016
|
5,984 | |||
2017
|
6,120 | |||
2018
|
6,128 | |||
Thereafter
|
28,550 | |||
$ | 58,696 |
15.
|
Condensed Consolidating Financial Information
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2013
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | - | $ | 36,312 | $ | 3,716 | $ | - | $ | - | $ | 40,028 | ||||||||||||
Due from Mission
|
- | 3,847 | - | - | (3,847 | ) | - | |||||||||||||||||
Other current assets
|
- | 146,298 | 14,840 | - | - | 161,138 | ||||||||||||||||||
Total current assets
|
- | 186,457 | 18,556 | - | (3,847 | ) | 201,166 | |||||||||||||||||
Investments in subsidiaries eliminated upon consolidation
|
61,100 | - | - | 76,342 | (137,442 | ) | - | |||||||||||||||||
Amounts due from subsidiary eliminated upon consolidation
|
259 | - | - | - | (259 | ) | - | |||||||||||||||||
Amounts due from parents eliminated upon consolidation
|
- | 14,981 | - | - | (14,981 | ) | - | |||||||||||||||||
Property and equipment, net
|
- | 185,499 | 26,760 | - | - | 212,259 | ||||||||||||||||||
Goodwill
|
- | 165,563 | 32,489 | - | - | 198,052 | ||||||||||||||||||
FCC licenses
|
- | 247,457 | 41,563 | - | - | 289,020 | ||||||||||||||||||
Other intangible assets, net
|
- | 138,497 | 24,038 | - | - | 162,535 | ||||||||||||||||||
Other noncurrent assets
|
- | 69,347 | 31,343 | - | - | 100,690 | ||||||||||||||||||
Total assets
|
$ | 61,359 | $ | 1,007,801 | $ | 174,749 | $ | 76,342 | $ | (156,529 | ) | $ | 1,163,722 | |||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
|
||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Current portion of debt
|
$ | - | $ | 4,523 | $ | 2,334 | $ | - | $ | - | $ | 6,857 | ||||||||||||
Due to Nexstar Broadcasting
|
- | - | 3,847 | - | (3,847 | ) | - | |||||||||||||||||
Other current liabilities
|
- | 72,115 | 4,950 | - | - | 77,065 | ||||||||||||||||||
Total current liabilities
|
- | 76,638 | 11,131 | - | (3,847 | ) | 83,922 | |||||||||||||||||
Debt
|
- | 834,131 | 230,131 | - | - | 1,064,262 | ||||||||||||||||||
Amounts due to subsidiary eliminated upon consolidation
|
- | - | - | 15,240 | (15,240 | ) | - | |||||||||||||||||
Other noncurrent liabilities
|
(3 | ) | 20,690 | 8,080 | 2 | - | 28,769 | |||||||||||||||||
Total liabilities
|
(3 | ) | 931,459 | 249,342 | 15,242 | (19,087 | ) | 1,176,953 | ||||||||||||||||
Stockholders' equity (deficit):
|
||||||||||||||||||||||||
Common stock
|
306 | - | - | - | - | 306 | ||||||||||||||||||
Other stockholders' equity (deficit)
|
61,056 | 76,342 | (74,593 | ) | 61,100 | (137,442 | ) | (13,537 | ) | |||||||||||||||
Total stockholders' equity (deficit)
|
61,362 | 76,342 | (74,593 | ) | 61,100 | (137,442 | ) | (13,231 | ) | |||||||||||||||
Total liabilities and stockholders' equity (deficit)
|
$ | 61,359 | $ | 1,007,801 | $ | 174,749 | $ | 76,342 | $ | (156,529 | ) | $ | 1,163,722 |
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2012
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | - | $ | 68,681 | $ | 318 | $ | - | $ | - | $ | 68,999 | ||||||||||||
Due from Nexstar Broadcasting
|
- | - | 512 | - | (512 | ) | - | |||||||||||||||||
Other current assets
|
- | 88,700 | 5,627 | - | - | 94,327 | ||||||||||||||||||
Total current assets
|
- | 157,381 | 6,457 | - | (512 | ) | 163,326 | |||||||||||||||||
Amounts due from subsidiary eliminated upon consolidation
|
13,943 | - | - | - | (13,943 | ) | - | |||||||||||||||||
Amounts due from parents eliminated upon consolidation
|
- | 1,297 | - | - | (1,297 | ) | - | |||||||||||||||||
Property and equipment, net
|
- | 158,644 | 21,518 | - | - | 180,162 | ||||||||||||||||||
Goodwill
|
- | 129,679 | 18,730 | - | - | 148,409 | ||||||||||||||||||
FCC licenses
|
- | 198,257 | 21,939 | - | - | 220,196 | ||||||||||||||||||
Other intangible assets, net
|
- | 112,296 | 10,195 | - | - | 122,491 | ||||||||||||||||||
Other noncurrent assets
|
- | 70,689 | 40,542 | - | - | 111,231 | ||||||||||||||||||
Total assets
|
$ | 13,943 | $ | 828,243 | $ | 119,381 | $ | - | $ | (15,752 | ) | $ | 945,815 | |||||||||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
|
||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||
Current portion of debt
|
$ | - | $ | 1,845 | $ | 330 | $ | - | $ | - | $ | 2,175 | ||||||||||||
Due to Mission
|
- | 512 | - | - | (512 | ) | - | |||||||||||||||||
Other current liabilities
|
- | 52,372 | 9,463 | - | (6,007 | ) | 55,828 | |||||||||||||||||
Total current liabilities
|
- | 54,729 | 9,793 | - | (6,519 | ) | 58,003 | |||||||||||||||||
Debt
|
- | 812,315 | 362,531 | - | (319,379 | ) | 855,467 | |||||||||||||||||
Deficiencies in subsidiaries eliminated upon consolidation
|
76,322 | - | - | 61,080 | (137,402 | ) | - | |||||||||||||||||
Amounts due to subsidiary eliminated upon consolidation
|
- | - | - | 15,240 | (15,240 | ) | - | |||||||||||||||||
Other noncurrent liabilities
|
(3 | ) | 22,279 | 7,828 | 2 | - | 30,106 | |||||||||||||||||
Total liabilities
|
76,319 | 889,323 | 380,152 | 76,322 | (478,540 | ) | 943,576 | |||||||||||||||||
Stockholders' (deficit) equity:
|
||||||||||||||||||||||||
Common stock
|
294 | - | - | - | - | 294 | ||||||||||||||||||
Other stockholders' (deficit) equity
|
(62,670 | ) | (61,080 | ) | (260,771 | ) | (76,322 | ) | 462,788 | 1,945 | ||||||||||||||
Total stockholders' (deficit) equity
|
(62,376 | ) | (61,080 | ) | (260,771 | ) | (76,322 | ) | 462,788 | 2,239 | ||||||||||||||
Total liabilities and stockholders' (deficit) equity
|
$ | 13,943 | $ | 828,243 | $ | 119,381 | $ | - | $ | (15,752 | ) | $ | 945,815 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||||||
Year Ended December 31, 2013
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Net broadcast revenue (including trade and barter)
|
$ | - | $ | 473,359 | $ | 28,971 | $ | - | $ | - | $ | 502,330 | ||||||||||||
Revenue between consolidated entities
|
- | 9,740 | 39,513 | - | (49,253 | ) | - | |||||||||||||||||
Net revenue
|
- | 483,099 | 68,484 | - | (49,253 | ) | 502,330 | |||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
- | 133,161 | 14,550 | - | - | 147,711 | ||||||||||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
- | 147,875 | 3,058 | - | - | 150,933 | ||||||||||||||||||
Local service agreement fees between consolidated entities
|
- | 39,513 | 9,740 | - | (49,253 | ) | - | |||||||||||||||||
Amortization of broadcast rights
|
- | 29,405 | 6,034 | - | - | 35,439 | ||||||||||||||||||
Amortization of intangible assets
|
- | 23,386 | 6,762 | - | - | 30,148 | ||||||||||||||||||
Depreciation
|
- | 30,043 | 3,535 | - | - | 33,578 | ||||||||||||||||||
Loss on asset disposal, net
|
- | 1,103 | 177 | - | - | 1,280 | ||||||||||||||||||
Total operating expenses
|
- | 404,486 | 43,856 | - | (49,253 | ) | 399,089 | |||||||||||||||||
Income from operations
|
- | 78,613 | 24,628 | - | - | 103,241 | ||||||||||||||||||
Interest expense, net
|
- | (50,062 | ) | (16,181 | ) | - | - | (66,243 | ) | |||||||||||||||
Loss on extinguishment of debt
|
- | (20,392 | ) | (14,332 | ) | - | - | (34,724 | ) | |||||||||||||||
Other expenses
|
- | (1,157 | ) | (302 | ) | - | - | (1,459 | ) | |||||||||||||||
Equity in income of subsidiaries
|
1,961 | - | - | 1,961 | (3,922 | ) | - | |||||||||||||||||
Income (loss) before income taxes
|
1,961 | 7,002 | (6,187 | ) | 1,961 | (3,922 | ) | 815 | ||||||||||||||||
Income tax (expense) benefit
|
- | (5,041 | ) | 2,441 | - | - | (2,600 | ) | ||||||||||||||||
Net income (loss)
|
$ | 1,961 | $ | 1,961 | $ | (3,746 | ) | $ | 1,961 | $ | (3,922 | ) | $ | (1,785 | ) |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||||||
Year Ended December 31, 2012
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Net broadcast revenue (including trade and barter)
|
$ | - | $ | 360,022 | $ | 18,610 | $ | - | $ | - | $ | 378,632 | ||||||||||||
Revenue between consolidated entities
|
- | 7,740 | 33,352 | - | (41,092 | ) | - | |||||||||||||||||
Net revenue
|
- | 367,762 | 51,962 | - | (41,092 | ) | 378,632 | |||||||||||||||||
Operating expenses (income):
|
||||||||||||||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
- | 84,444 | 7,320 | - | - | 91,764 | ||||||||||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
- | 114,648 | 2,887 | - | - | 117,535 | ||||||||||||||||||
Local service agreement fees between consolidated entities
|
- | 33,352 | 7,740 | - | (41,092 | ) | - | |||||||||||||||||
Amortization of broadcast rights
|
- | 18,172 | 4,239 | - | - | 22,411 | ||||||||||||||||||
Amortization of intangible assets
|
- | 17,913 | 5,081 | - | - | 22,994 | ||||||||||||||||||
Depreciation
|
- | 20,702 | 2,853 | - | - | 23,555 | ||||||||||||||||||
Loss (gain) on asset disposal, net
|
- | 623 | (155 | ) | - | - | 468 | |||||||||||||||||
Total operating expenses
|
- | 289,854 | 29,965 | - | (41,092 | ) | 278,727 | |||||||||||||||||
Income from operations
|
- | 77,908 | 21,997 | - | - | 99,905 | ||||||||||||||||||
Interest expense, net
|
- | (36,522 | ) | (15,037 | ) | - | - | (51,559 | ) | |||||||||||||||
Loss on extinguishment of debt
|
- | (3,039 | ) | (233 | ) | - | - | (3,272 | ) | |||||||||||||||
Equity in income of subsidiaries
|
135,250 | - | - | 135,250 | (270,500 | ) | - | |||||||||||||||||
Income from continuing operations before income tax expense
|
135,250 | 38,347 | 6,727 | 135,250 | (270,500 | ) | 45,074 | |||||||||||||||||
Income tax benefit
|
- | 91,764 | 40,515 | - | - | 132,279 | ||||||||||||||||||
Income from continuing operations
|
135,250 | 130,111 | 47,242 | 135,250 | (270,500 | ) | 177,353 | |||||||||||||||||
Gain on disposal of station, net of income tax expense
|
- | 5,139 | - | - | - | 5,139 | ||||||||||||||||||
Net income
|
$ | 135,250 | $ | 135,250 | $ | 47,242 | $ | 135,250 | $ | (270,500 | ) | $ | 182,492 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||||||
Year Ended December 31, 2011
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Net broadcast revenue (including trade and barter)
|
$ | - | $ | 287,558 | $ | 18,933 | $ | - | $ | - | $ | 306,491 | ||||||||||||
Revenue between consolidated entities
|
- | 7,190 | 27,800 | - | (34,990 | ) | - | |||||||||||||||||
Net revenue
|
- | 294,748 | 46,733 | - | (34,990 | ) | 306,491 | |||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Direct operating expenses, excluding depreciation and amortization
|
- | 73,860 | 7,797 | - | - | 81,657 | ||||||||||||||||||
Selling, general, and administrative expenses, excluding depreciation and amortization
|
- | 100,661 | 4,506 | - | - | 105,167 | ||||||||||||||||||
Local service agreement fees between consolidated entities
|
- | 27,800 | 7,190 | - | (34,990 | ) | - | |||||||||||||||||
Amortization of broadcast rights
|
- | 18,744 | 4,645 | - | - | 23,389 | ||||||||||||||||||
Amortization of intangible assets
|
- | 20,448 | 5,531 | - | - | 25,979 | ||||||||||||||||||
Depreciation
|
- | 18,702 | 3,143 | - | - | 21,845 | ||||||||||||||||||
Loss on asset disposal, net
|
- | 271 | 190 | - | - | 461 | ||||||||||||||||||
Total operating expenses
|
- | 260,486 | 33,002 | - | (34,990 | ) | 258,498 | |||||||||||||||||
Income from operations
|
- | 34,262 | 13,731 | - | - | 47,993 | ||||||||||||||||||
Interest expense, net
|
- | (36,809 | ) | (14,681 | ) | (1,514 | ) | - | (53,004 | ) | ||||||||||||||
Loss on extinguishment of debt, net
|
- | (458 | ) | - | (697 | ) | - | (1,155 | ) | |||||||||||||||
Equity in loss of subsidiaries
|
(10,192 | ) | - | - | (7,981 | ) | 18,173 | - | ||||||||||||||||
Loss before income taxes
|
(10,192 | ) | (3,005 | ) | (950 | ) | (10,192 | ) | 18,173 | (6,166 | ) | |||||||||||||
Income tax expense
|
- | (4,976 | ) | (749 | ) | - | - | (5,725 | ) | |||||||||||||||
Net loss
|
$ | (10,192 | ) | $ | (7,981 | ) | $ | (1,699 | ) | $ | (10,192 | ) | $ | 18,173 | $ | (11,891 | ) |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
Year Ended December 31, 2013
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Cash flows from operating activities
|
$ | - | $ | 19,994 | $ | 4,428 | $ | - | $ | 2,917 | $ | 27,339 | ||||||||||||
Cash flows from investing activities:
|
||||||||||||||||||||||||
Purchases of property and equipment
|
- | (18,790 | ) | (165 | ) | - | - | (18,955 | ) | |||||||||||||||
Deposits and payments for acquisitions
|
- | (169,874 | ) | (59,508 | ) | - | - | (229,382 | ) | |||||||||||||||
Other investing activities
|
- | 56 | 3,080 | - | (2,917 | ) | 219 | |||||||||||||||||
Net cash used in investing activities
|
- | (188,608 | ) | (56,593 | ) | - | (2,917 | ) | (248,118 | ) | ||||||||||||||
Cash flows from financing activities:
|
||||||||||||||||||||||||
Proceeds from issuance of long-term debt
|
- | 459,563 | 195,000 | - | - | 654,563 | ||||||||||||||||||
Repayments of long-term debt
|
- | (300,825 | ) | (138,010 | ) | - | - | (438,835 | ) | |||||||||||||||
Common stock dividends paid
|
(14,302 | ) | - | - | - | - | (14,302 | ) | ||||||||||||||||
Purchase of treasury stock
|
(8,422 | ) | - | - | - | - | (8,422 | ) | ||||||||||||||||
Inter-company payments
|
15,765 | (15,765 | ) | - | - | - | - | |||||||||||||||||
Other financing activities
|
6,959 | (6,728 | ) | (1,427 | ) | - | - | (1,196 | ) | |||||||||||||||
Net cash provided by financing activities
|
- | 136,245 | 55,563 | - | - | 191,808 | ||||||||||||||||||
Net (decrease) increase in cash and cash equivalents
|
- | (32,369 | ) | 3,398 | - | - | (28,971 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period
|
- | 68,681 | 318 | - | - | 68,999 | ||||||||||||||||||
Cash and cash equivalents at end of period
|
$ | - | $ | 36,312 | $ | 3,716 | $ | - | $ | - | $ | 40,028 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
Year Ended December 31, 2012
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Cash flows from operating activities
|
$ | - | $ | 74,090 | $ | 5,798 | $ | - | $ | - | $ | 79,888 | ||||||||||||
Cash flows from investing activities:
|
||||||||||||||||||||||||
Purchases of property and equipment
|
- | (16,973 | ) | (287 | ) | - | - | (17,260 | ) | |||||||||||||||
Deposits and payments for acquisitions
|
- | (229,453 | ) | (6,000 | ) | - | - | (235,453 | ) | |||||||||||||||
Proceeds from disposal of station
|
- | 13,860 | - | - | - | 13,860 | ||||||||||||||||||
Other investing activities
|
- | 40 | 196 | - | - | 236 | ||||||||||||||||||
Net cash used in investing activities
|
- | (232,526 | ) | (6,091 | ) | - | - | (238,617 | ) | |||||||||||||||
Cash flows from financing activities:
|
||||||||||||||||||||||||
Proceeds from issuance of long-term debt
|
- | 560,750 | 48,000 | - | - | 608,750 | ||||||||||||||||||
Repayments of long-term debt
|
- | (328,719 | ) | (49,115 | ) | - | - | (377,834 | ) | |||||||||||||||
Payments for debt financing costs
|
- | (13,066 | ) | (172 | ) | - | - | (13,238 | ) | |||||||||||||||
Inter-company payments
|
(1,768 | ) | 1,768 | - | - | - | - | |||||||||||||||||
Other financing activities
|
1,768 | 736 | - | - | - | 2,504 | ||||||||||||||||||
Net cash (used in) provided by financing activities
|
- | 221,469 | (1,287 | ) | - | - | 220,182 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents
|
- | 63,033 | (1,580 | ) | - | - | 61,453 | |||||||||||||||||
Cash and cash equivalents at beginning of period
|
- | 5,648 | 1,898 | - | - | 7,546 | ||||||||||||||||||
Cash and cash equivalents at end of period
|
$ | - | $ | 68,681 | $ | 318 | $ | - | $ | - | $ | 68,999 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
Year Ended December 31, 2011
|
||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
Nexstar
|
Nexstar
|
Consolidated
|
||||||||||||||||||||||
Nexstar
|
Broadcasting
|
Mission
|
Holdings
|
Eliminations
|
Company
|
|||||||||||||||||||
Cash flows from operating activities
|
$ | - | $ | 41,824 | $ | 1,524 | $ | (3,008 | ) | $ | - | $ | 40,340 | |||||||||||
Cash flows from investing activities:
|
||||||||||||||||||||||||
Purchases of property and equipment
|
- | (12,836 | ) | (513 | ) | - | - | (13,349 | ) | |||||||||||||||
Proceeds from sale of station
|
- | 6,700 | - | - | (6,700 | ) | - | |||||||||||||||||
Payments for acquisitions
|
- | (41,352 | ) | (6,700 | ) | - | 6,700 | (41,352 | ) | |||||||||||||||
Other investing activities
|
- | 102 | 20 | - | - | 122 | ||||||||||||||||||
Net cash used in investing activities
|
- | (47,386 | ) | (7,193 | ) | - | - | (54,579 | ) | |||||||||||||||
Cash flows from financing activities:
|
||||||||||||||||||||||||
Proceeds from issuance of long-term debt
|
- | 90,400 | 6,700 | - | - | 97,100 | ||||||||||||||||||
Repayments of long-term debt
|
- | (52,210 | ) | (390 | ) | (45,907 | ) | - | (98,507 | ) | ||||||||||||||
Inter-company payments
|
(67 | ) | (48,848 | ) | - | 48,915 | - | - | ||||||||||||||||
Other financing activities
|
67 | (541 | ) | 8 | - | - | (466 | ) | ||||||||||||||||
Net cash (used in) provided by financing activities
|
- | (11,199 | ) | 6,318 | 3,008 | - | (1,873 | ) | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents
|
- | (16,761 | ) | 649 | - | - | (16,112 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period
|
- | 22,409 | 1,249 | - | - | 23,658 | ||||||||||||||||||
Cash and cash equivalents at end of period
|
$ | - | $ | 5,648 | $ | 1,898 | $ | - | $ | - | $ | 7,546 |
Three Months Ended
|
||||||||||||||||
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||||
2013
|
2013
|
2013
|
2013
(1)
|
|||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net revenue
|
$ | 112,205 | $ | 126,211 | $ | 125,792 | $ | 138,122 | ||||||||
Income from operations
|
17,818 | 28,192 | 25,153 | 32,078 | ||||||||||||
Income (loss) before income taxes
|
1,185 | 11,205 | 7,121 | (18,696 | ) | |||||||||||
Net income (loss)
|
705 | 6,367 | 3,595 | (12,452 | ) | |||||||||||
Basic net income (loss) per share
|
$ | 0.02 | $ | 0.22 | $ | 0.12 | $ | (0.41 | ) | |||||||
Basic weighted average shares outstanding
|
29,461 | 29,604 | 30,048 | 30,465 | ||||||||||||
Diluted net income (loss) per share
|
$ | 0.02 | $ | 0.20 | $ | 0.11 | $ | (0.41 | ) | |||||||
Diluted weighted average shares outstanding
|
31,054 | 31,325 | 31,509 | 30,465 |
(1)
|
During September 2013, Nexstar repurchased $10.4 million of the 8.875% Notes. In the fourth quarter of 2013, the Company repurchased the remaining principal balance under the 8.875% Notes of $314.6 million. These transactions resulted in a loss on extinguishment of debt of $34.3 million.
|
Three Months Ended
|
||||||||||||||||
March 31,
|
June 30,
|
September 30,
|
December 31,
|
|||||||||||||
2012
|
2012
|
2012
|
2012
|
|||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net revenue
|
$ | 83,642 | $ | 88,864 | $ | 89,952 | $ | 116,174 | ||||||||
Income from operations
|
17,505 | 23,463 | 23,557 | 35,380 | ||||||||||||
Income from continuing operations before income taxes
|
4,596 | 10,392 | 11,119 | 18,967 | ||||||||||||
Income from continuing operations
|
3,016 | 8,818 | 9,561 | 155,958 | ||||||||||||
Gain on disposal of station, net of income tax expense
|
- | - | - | 5,139 | ||||||||||||
Net income
|
3,016 | 8,818 | 9,561 | 161,097 | ||||||||||||
Basic net income per share
|
$ | 0.10 | $ | 0.31 | $ | 0.33 | $ | 5.53 | ||||||||
Basic weighted average shares outstanding
|
28,807 | 28,875 | 28,960 | 29,117 | ||||||||||||
Diluted net income per share
|
$ | 0.10 | $ | 0.29 | $ | 0.31 | $ | 5.16 | ||||||||
Diluted weighted average shares outstanding
|
30,639 | 30,341 | 30,703 | 31,243 |
(1)
|
Uncollectible accounts written off, net of recoveries.
|
(1)
|
Increases in valuation allowance related to the generation of net operating losses and other deferred tax assets.
|
|||||||||||||
(2)
|
In the fourth quarter of 2012, the Company released the valuation allowance against deferred tax assets. In 2011, decreases in valuation allowance were associated with adjustments to certain deferred tax assets, including net operating losses, and their related allowances.
|
19.
|
Subsequent Events
|
Exhibit No.
|
Exhibit Index
|
3.1
|
Amended and Restated Certificate of Incorporation of Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
3.2
|
Amended and Restated By-Laws of Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on January 30, 2013)
|
4.1
|
Specimen Class A Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to Amendment No. 6 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
4.2
|
Indenture, dated as of April 19, 2010, by and among Nexstar Broadcasting, Inc. and Mission Broadcasting Inc., as Issuers, Nexstar Broadcasting Group, Inc., as Guarantor, and The Bank of New York Mellon, as Trustee, and The Bank of New York Mellon, as Collateral Agent. (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on April 23, 2010)
|
4.3
|
First Supplemental Indenture, dated as of October 1, 2013, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., as a guarantor, Mission Broadcasting, Inc., as a guarantor, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on October 2, 2013)
|
4.4
|
First Supplemental Indenture, dated as of October 1, 2013, by and among Nexstar Broadcasting, Inc., Mission Broadcasting, Inc., Nexstar Broadcasting Group, Inc. and The Bank of New York Mellon, as trustee and collateral agent (Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on October 2, 2013)
|
4.5
|
Indenture, dated as of November 9, 2012, among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., as a guarantor, Mission Broadcasting, Inc., as a guarantor, and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on November 9, 2012)
|
4.6
|
Form of Senior Note (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on November 9, 2012)
|
4.7
|
Second Supplemental Indenture, dated November 6, 2012, by and among Nexstar Broadcasting, Inc. and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on November 9, 2012)
|
4.8
|
Second Supplemental Indenture, dated November 6, 2012, by and among Nexstar Broadcasting, Inc. and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on November 9, 2012)
|
10.1
|
Fifth Amended and Restated Credit Agreement, dated December 3, 2012, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Mission Broadcasting, Inc., Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, UBS Securities, LLC, as syndication agent, joint lead arranger and joint book manager, RBC Capital Markets, as documentation agent, joint lead arranger and joint book manager, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint book manager, and a syndicate of other lenders (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 5, 2012)
|
10.2
|
First Amendment to the Fifth Amended and Restated Credit Agreement, dated as of June 28, 2013, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 5, 2013)
|
10.3
|
Second Amendment (Incremental Amendment) to the Fifth Amended and Restated Credit Agreement, dated as of October 1, 2013, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on October 2, 2013)
|
10.4
|
Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as of December 9, 2013, by and among Nexstar Broadcasting, Inc., Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 13, 2013)
|
10.5
|
Third Restated Guaranty dated as of December 3, 2012 (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 5, 2012)
|
10.6
|
Third Restated Guaranty (Nexstar Obligations) dated as of December 3, 2012 (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on December 5, 2012)
|
10.7
|
Fourth Amended and Restated Credit Agreement, dated December 3, 2012, by and among Mission Broadcasting, Inc., Bank of America, N.A., as administrative agent and collateral agent, UBS Securities, LLC, as syndication agent, joint lead arranger and joint book manager, RBC Capital Markets, as documentation agent, joint lead arranger and joint book manager, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint book manager, and a syndicate of other lenders (Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 5, 2012)
|
10.8
|
First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of June 28, 2013, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 5, 2013)
|
10.9
|
Second Amendment (Incremental Amendment) to the Fourth Amended and Restated Credit Agreement, dated as of October 1, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on October 2, 2013)
|
10.10
|
Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 9, 2013, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several Banks parties thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 13, 2013)
|
10.11
|
Third Restated Guaranty (Mission Obligations) dated as of December 3, 2012 (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 5, 2012)
|
10.12
|
Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc., as amended on January 5, 1999. (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)
|
10.13
|
Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)
|
10.14
|
Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.55 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.15
|
Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.16
|
Addendum to Employment Agreement, dated as of July 2, 2007, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 8, 2007)
|
10.17
|
Addendum to Executive Employment Agreement between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.93 to Annual Report on Form 10-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on March 31, 2009)
|
10.18
|
Addendum to Executive Employment Agreement, dated as of September 11, 2012, between Perry A. Sook and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on September 17, 2012)
|
10.19
|
Executive Employment Agreement, dated as of July 13, 2009, by and between Thomas E. Carter and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 12, 2009)
|
10.20
|
Executive Employment Agreement between Timothy Busch and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 12, 2008)
|
10.21
|
Amendment to the Executive Employment Agreement, dated as of May 31, 2013, between Timothy C. Busch and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on June 6, 2013)
|
10.22
|
Executive Employment Agreement between Brian Jones and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 12, 2008)
|
10.23
|
Amendment to the Executive Employment Agreement, dated as of May 31, 2013, between Brian Jones and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on June 6, 2013)
|
10.24
|
Executive Employment Agreement, dated as of July 6, 2009, by and between Richard Rogala and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on May 13, 2011)
|
10.25
|
Amendment to Executive Employment Agreement, dated as of December 5, 2011, by and between Richard Rogala and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on December 8, 2011)
|
10.26
|
Executive Employment Agreement, dated as of October 29, 2013, between Thomas M. O’Brien and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on November 6, 2013)
|
10.27
|
Stock Option Agreement, dated as of November 29, 2011, by and among Mission Broadcasting, Inc., Nancie J. Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. (Incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.28
|
Time Brokerage Agreement, dated as of April 1, 1996, by and between SJL Communications, L.P. and NV Acquisitions Co. (WFXP – WJET) (Incorporated by reference to Exhibit 10.48 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.29
|
Amendment to Time Brokerage Agreement, dated as of July 31, 1998,between SJL Communications, L.P. and NV Acquisitions Co. (WFXP – WJET) (Incorporated by reference to Exhibit 10.49 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.30
|
Amendment to Time Brokerage Agreement, dated as of July 17, 2006, between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (WFXP – WJET) (Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.31
|
Letter, notifying Mission Broadcasting, Inc. of the election to extend Time Brokerage Agreement (WFXP – WJET) (Incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.32
|
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and Nexstar Broadcasting, Inc. (KHMT) (Incorporated by reference to Exhibit 10.66 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.33
|
Option Agreement, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P. (KJTL and KJBO-LP (Incorporated by reference to
Exhibit 10.42 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.34
|
Amendment to Option Agreements, dated as of October 18, 2002, among Mission Broadcasting, Inc., David Smith, Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C., Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Wichita Falls, L.L.C., and Nexstar Broadcasting of Joplin, L.L.C. (WYOU, WFXP, KJTL, KJBO-LP and KODE) (Incorporated by reference to Exhibit 10.54 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.35
|
Shared Services Agreement, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P. (KJTL and KJBO-LP – KFDX) (Incorporated by reference to Exhibit 10.43 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.36
|
Amendment to Shared Services Agreement, dated January 1, 2004, by and between Nexstar Broadcasting, Inc. (as successor to Nexstar Broadcasting of Wichita Falls, L.P.) and Mission Broadcasting, Inc. (f/k/a Mission Broadcasting of Wichita Falls, Inc.) (KJTL and KJBO - KFDX). (Incorporated by reference to Exhibit 10.102 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.37
|
Agreement for the Sale of Commercial Time, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P. (KJTL and KJBO-LP – KFDX) (Incorporated by reference to Exhibit 10.44 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.38
|
Amendment to Agreement for Sale of Commercial Time, dated January 1, 2004, by and between Nexstar Broadcasting, Inc. (as successor to Nexstar Broadcasting of Wichita Falls, L.P.) and Mission Broadcasting, Inc. (f/k/a Mission Broadcasting of Wichita Falls, Inc.) (KJTL and KJBO - KFDX). (Incorporated by reference to Exhibit 10.101 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.39
|
Option Agreement, dated as of May 19, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar Broadcasting of Northeastern Pennsylvania, L.P. (WYOU) (Incorporated by reference to Exhibit 10.45 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.40
|
Shared Services Agreement, dated as of January 5, 1998, between Nexstar Broadcasting Group, L.P. and Bastet Broadcasting, Inc. (WYOU – WBRE) (Incorporated by reference to Exhibit 10.46 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.41
|
Option Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C. (KODE) (Incorporated by reference to Exhibit 10.50 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.42
|
Amendment to Option Agreement, dated April 25, 2011, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KODE) (Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.43
|
Shared Services Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C. (KODE – KSNF) (Incorporated by reference to Exhibit 10.51 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.44
|
Letter notifying Mission Broadcasting, Inc. of the election to extend Shared Service Agreement (KODE-KSNF) (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on May 9, 2012)
|
10.45
|
Option Agreement, dated as of June 13, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of Abilene, L.L.C. (KRBC) (Incorporated by reference to Exhibit 10.64 to Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.46
|
Amendment to Option Agreement, dated as of June 1, 2012, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KRBC and KSAN) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 8, 2012)
|
10.47
|
Shared Services Agreement, dated as of June 13, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of Abilene, L.L.C. (KRBC – KTAB) (Incorporated by reference to Exhibit 10.63 to Amendment No. 3 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)
|
10.48
|
Letter, extending Shared Services Agreement and Sale of Commercial Time, dated as of June 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KRBC) (Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.49
|
Option Agreement, dated as of May 9, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of the Midwest, Inc. (WAWV) (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.50
|
Amendment of Option Agreement, dated as of May 1, 2012, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WAWV) (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on August 8, 2012)
|
10.51
|
Shared Services Agreement, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (WAWV – WTWO) (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.52
|
Amendment to Shared Services Agreement, dated as of January 13, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (WAWV-WTWO). (Incorporated by reference to Exhibit 10.98 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.53
|
Extension of the Shared Services Agreement, dated as of May 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WAWV) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2013 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.54
|
Agreement for the Sale of Commercial Time, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (WAWV – WTWO) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended June 30, 2003 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.55
|
Amendment to Agreement for Sale of Commercial Time, dated January 13, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (WAWV-WTWO). (Incorporated by reference to Exhibit 10.97 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.56
|
Extension of the Agreement for the Sale of Commercial Time, dated as of May 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WAWV-TV) (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2013 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.57
|
Amendment to Shared Services Agreement, dated January 1, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KCIT-KAMR). (Incorporated by reference to Exhibit 10.96 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.58
|
Amendment to Agreement for Sale of Commercial Time, dated January 1, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KCIT-KAMR). (Incorporated by reference to Exhibit 10.95 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.59
|
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and Nexstar Broadcasting, Inc. (KAMC) (Incorporated by reference to Exhibit 10.65 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.60
|
Amendment to Shared Services Agreement, dated December 30, 2003, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KAMC-KLBK). (Incorporated by reference to Exhibit 10.92 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.61
|
Amendment to Agreement for Sale of Commercial Time, dated December 30, 2003, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KAMC-KLBK). (Incorporated by reference to Exhibit 10.91 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.62
|
Amendment to Option Agreement, dated as of December 17, 2012, by and between Mission Broadcasting Inc. and Nexstar Broadcasting, Inc. (KOLR) (Incorporated by reference to Exhibit 10.67 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)
|
10.63
|
Amendment to Shared Services Agreement, dated December 30, 2003, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KOLR-KOZL). (Incorporated by reference to Exhibit 10.94 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.64
|
Amendment to Agreement for Sale of Commercial Time, dated December 30, 2003, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (KOLR-KOZL). (Incorporated by reference to Exhibit 10.93 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.65
|
Shared Services Agreement, dated April 1, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (WUTR-WFXV). (Incorporated by reference to Exhibit 10.100 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.66
|
Agreement for Sale of Commercial Time, dated April 1, 2004, by and between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (WUTR-WFXV). (Incorporated by reference to Exhibit 10.99 to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-114963) filed by Nexstar Broadcasting, Inc.)
|
10.67
|
Option Agreement, dated as of November 1, 2013, among Mission Broadcasting, Inc., Nancie Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. (WTVW) (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended September 30, 2013 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.68
|
Shared Services Agreement, dated December 1, 2011, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WEHT-WTVW) (Incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.69
|
Agreement for the Sale of Commercial Time, dated December 1, 2011, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WEHT-WTVW) (Incorporated by reference to Exhibit 10.46 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.70
|
Option Agreement, dated as of January 1, 2013, among Mission Broadcasting Inc., Nancie Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. (KLRT-TV – KASN) (Incorporated by reference to Exhibit 10.87 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.71
|
Shared Services Agreement, dated as of January 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KLRT-TV – KASN) (Incorporated by reference to Exhibit 10.86 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.72
|
Agreement for the Sale of Commercial Time, dated as of January 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (KLRT-TV – KASN) (Incorporated by reference to Exhibit 10.85 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.73
|
Option Agreement, dated as of March 1, 2013, among Mission Broadcasting Inc., Nancie Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. (WVNY) (Incorporated by reference to Exhibit 10.90 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.74
|
Shared Services Agreement, dated as of March 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WVNY) (Incorporated by reference to Exhibit 10.89 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.75
|
Agreement for the Sale of Commercial Time, dated as of March 1, 2013, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc. (WVNY) (Incorporated by reference to Exhibit 10.88 to Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
10.76
|
Asset Purchase Agreement, dated as of July 18, 2012, by and among Nexstar Broadcasting, Inc., Newport Television LLC and Newport Television License LLC. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 24, 2012)
|
10.77
|
Asset Purchase Agreement, dated as of July 18, 2012, by and among Mission Broadcasting, Inc., Newport Television LLC and Newport Television License LLC. (Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on July 24, 2012)
|
10.78
|
Nexstar Broadcasting Group, Inc. 2003 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-8 (File No. 333-117166) filed by Nexstar Broadcasting Group, Inc. on July 6, 2004)
|
10.79
|
Nexstar Broadcasting Group, Inc. 2006 Long-Term Equity Incentive Plan (Incorporated by reference to Information Required in Proxy Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on May 1, 2006)
|
10.80
|
Nexstar Broadcasting Group, Inc. 2012 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on October 2, 2012)
|
10.81
|
Asset Purchase Agreement by and among Newport Television LLC, Newport Television License LLC and Nexstar Broadcasting, Inc, dated November 1, 2012 Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on February 20, 2013)
|
10.82
|
Stock Purchase Agreement, dated as of April 24, 2013, by and among Nexstar Broadcasting, Inc., Mission Broadcasting, Inc., Communications Corporation of America and White Knight Broadcasting (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc. on April 30, 2013)
|
14.1
|
Nexstar Broadcasting Group, Inc. Code of Ethics. (Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-50478) filed by Nexstar Broadcasting Group, Inc.)
|
21.1
|
Subsidiaries of the Registrant.*
|
23.1
|
Consent issued by PricewaterhouseCoopers LLP.*
|
31.1
|
Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification of Thomas E. Carter pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
|
32.2
|
Certification of Thomas E. Carter pursuant to 18 U.S.C. ss. 1350.*
|
101
|
The Company’s Consolidated Financial Statements and related Notes for the year ended December 31, 2012 from this Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language).
|
*
|
Filed herewith.
|
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